BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A. (BLADEX)
2008
STOCK INCENTIVE PLAN
1.
Purposes
of the Plan
.
The
purposes of this Plan are to attract and retain the best available personnel,
to
provide additional incentives to Employees and Directors and to promote
the
success of the Company’s business.
2.
Definitions
.
The
following definitions shall apply as used herein and in the individual
Award
Agreements except as defined otherwise in an individual Award Agreement.
In the
event a term is separately defined in an individual Award Agreement, such
definition shall supercede the definition contained in this
Section 2.
(a)
“
Administrator
”
means
the Board or any of the Committees appointed to administer the
Plan.
(b)
“
Applicable
Laws
”
means
the legal requirements relating to the Plan and the Awards under applicable
provisions of the corporate, securities and other laws of Panama, U.S.
federal
securities laws, U.S. state corporate and securities laws, the rules of any
applicable stock exchange or national market system, and the rules of any
other
jurisdiction applicable to Awards granted to residents therein.
(c)
“
Assumed
”
means
that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by
the Award are expressly assumed (and not simply by operation of law) by
the
successor entity or its Parent in connection with the Corporate Transaction
with
appropriate adjustments to the number and type of securities of the successor
entity or its Parent subject to the Award and the exercise or purchase
price
thereof which at least preserves the compensation element of the Award
existing
at the time of the Corporate Transaction as determined in accordance with
the
instruments evidencing the agreement to assume the Award.
(d)
“
Award
”
means
the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock,
Restricted Stock Unit or other right or benefit under the Plan.
(e)
“
Award
Agreement
”
means
the written agreement evidencing the grant of an Award executed by the
Company
and the Grantee, including any amendments thereto.
(f)
“
Board
”
means
the Board of Directors of the Company.
(g)
“
Committee
”
means
any committee composed of members of the Board appointed by the Board to
administer the Plan.
(h)
“
Common
Stock
”
means
the Class E common stock of the Company.
(i)
“
Company
”
means
Banco Latinoamericano de Exportaciones, S.A. (BLADEX), a Panamanian corporation,
or any successor entity that adopts the Plan in connection with a Corporate
Transaction.
(j)
“
Continuous
Service
”
means
that the provision of services to the Company or a Related Entity in any
capacity of Employee or Director is not interrupted or terminated. In
jurisdictions requiring notice in advance of an effective termination as
an
Employee or Director, Continuous Service shall be deemed terminated upon
the
actual cessation of providing services to the Company or a Related Entity
notwithstanding any required notice period that must be fulfilled before
a
termination as an Employee or Director can be effective under Applicable
Laws. A
Grantee’s Continuous Service shall be deemed to have terminated either upon an
actual termination of Continuous Service or upon the entity for which the
Grantee provides services ceasing to be a Related Entity. Continuous Service
shall not be considered interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Related Entity, or any
successor, in any capacity of Employee or Director, or (iii) any change in
status as long as the individual remains in the service of the Company
or a
Related Entity in any capacity of Employee or Director (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave.
(k)
“
Corporate
Transaction
”
means
any of the following transactions, provided, however, that the Administrator
shall determine under parts (iv) and (v) whether multiple transactions
are
related, and its determination shall be final, binding and conclusive:
(i)
a
merger
or consolidation in which the Company is not the surviving entity, except
for a
transaction the principal purpose of which is to change the state in which
the
Company is incorporated;
(ii)
the
sale,
transfer or other disposition of all or substantially all of the assets
of the
Company;
(iii)
the
complete liquidation or dissolution of the Company;
(iv)
any
reverse merger or series of related transactions culminating in a reverse
merger
(including, but not limited to, a tender offer followed by a reverse merger)
in
which the Company is the surviving entity but (A) the shares of Common
Stock outstanding immediately prior to such merger are converted or exchanged
by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than forty
percent (40%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those
who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger; or
(v)
acquisition
in a single or series of related transactions by any person or related
group of
persons (other than the Company or by a Company-sponsored employee benefit
plan)
of beneficial ownership of securities possessing more than fifty percent
(50%)
of the total combined voting power of the Company’s outstanding securities but
excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction.
(l)
“
Director
”
means
a
member of the Board or the board of directors of any Related
Entity.
(m)
“
Disability
”
means
as defined under the long-term disability policy of the Company or the Related
Entity to which the Grantee provides services regardless of whether the
Grantee
is covered by such policy. If the Company or the Related Entity to which
the
Grantee provides service does not have a long-term disability plan in place,
“Disability” means that a Grantee is unable to carry out the responsibilities
and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment for a period of not less than
ninety
(90) consecutive days. A Grantee will not be considered to have incurred
a
Disability unless he or she furnishes proof of such impairment sufficient
to
satisfy the Administrator in its discretion.
(n)
“
Dividend
Equivalent Right
”
means
a
right entitling the Grantee to compensation measured by dividends paid
with
respect to Common Stock.
(o)
“
Employee
”
means
any person, including an Officer or Director, who is in the employ of the
Company or any Related Entity, subject to the control and direction of
the
Company or any Related Entity as to both the work to be performed and the
manner
and method of performance. The payment of a director’s fee by the Company or a
Related Entity shall not be sufficient to constitute “employment” by the
Company.
(p)
“
Fair
Market Value
”
means,
as of any date, the value of Common Stock determined as follows:
(i)
If
the
Common Stock is listed on one or more established stock exchanges or national
market systems, including without limitation The New York Stock Exchange,
its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange
or
system on which the Common Stock is listed (as determined by the Administrator)
on the date of determination (or, if no closing sales price or closing
bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street
Journal
or such other source as the Administrator deems reliable;
(ii)
If
the
Common Stock is regularly quoted on an automated quotation system (including
the
OTC Bulletin Board) or by a recognized securities dealer, its Fair Market
Value
shall be the closing sales price for such stock as quoted on such system
or by
such securities dealer on the date of determination, but if selling prices
are
not reported, the Fair Market Value of a share of Common Stock shall be
the mean
between the high bid and low asked prices for the Common Stock on the date
of
determination (or, if no such prices were reported on that date, on the
last
date such prices were reported), as reported in The Wall Street Journal
or such
other source as the Administrator deems reliable; or
(iii)
In
the
absence of an established market for the Common Stock of the type described
in
(i) and (ii), above, the Fair Market Value thereof shall be determined
by the
Administrator in good faith.
(q)
“
Grantee
”
means
an Employee or Director who receives an Award under the Plan.
(r)
“
Officer
”
means
a
person who is an officer of the Company or a Related Entity.
(s)
“
Option
”
means
an option to purchase Shares pursuant to an Award Agreement granted under
the
Plan.
(t)
“
Parent
”
means
any entity (other than the employer entity) in an unbroken chain of entities
ending with the employer entity if, at the time of the granting of an Award,
each of the entities other than the employer entity owns securities possessing
50% or more of the total combined voting power of all classes of securities
in
one of the other entities in such chain.
(u)
“
Plan
”
means
this 2008 Stock Incentive Plan.
(v)
“
Related
Entity
”
means
any Parent or Subsidiary of the Company.
(w)
“
Replaced
”
means
that pursuant to a Corporate Transaction the Award is replaced with a
comparable stock award or a cash incentive program of the Company, the
successor
entity (if applicable) or Parent of either of them which preserves the
compensation element of such Award existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same
(or a
more favorable) vesting schedule applicable to such Award. The determination
of
Award comparability shall be made by the Administrator and its determination
shall be final, binding and conclusive.
(x)
“
Restricted
Stock
”
means
Shares issued under the Plan to the Grantee for such consideration, if
any, and
subject to such restrictions on transfer, rights of first refusal, repurchase
provisions, forfeiture provisions, and other terms and conditions as established
by the Administrator.
(y)
“
Restricted
Stock Units
”
means
an Award which may be earned in whole or in part upon the passage of time
or the
attainment of performance criteria established by the Administrator and
which
may be settled for cash, Shares or other securities or a combination of
cash,
Shares or other securities as established by the Administrator.
(z)
“
SAR
”
means
a
stock appreciation right entitling the Grantee to Shares or cash compensation,
as established by the Administrator, measured by appreciation in the value
of
Common Stock.
(aa)
“
Share
”
means
a
share of the Common Stock.
(bb)
“
Subsidiary
”
means
any entity (other than the employer entity) in an unbroken chain of entities
beginning with the employer entity if, at the time of the granting of an
Award,
each of the entities other than the last entity in the unbroken chain owns
securities possessing 50% or more of the total combined voting power of
all
classes of securities in one of the other entities in such chain.
3.
Stock
Subject to the Plan
.
(a)
Subject
to the provisions of Section
10
,
below,
the maximum aggregate number of Shares which may be issued pursuant to
all
Awards is 2,000,000 (Two million) Shares.
The
Shares to be issued pursuant to Awards may be authorized, but unissued,
or
reacquired Common Stock.
(b)
Any
Shares covered by an Award (or portion of an Award) which is forfeited,
canceled
or expires (whether voluntarily or involuntarily) shall be deemed not to
have
been issued for purposes of determining the maximum aggregate number of
Shares
which may be issued under the Plan. Shares that actually have been issued
under
the Plan pursuant to an Award shall not be returned to the Plan and shall
not
become available for future issuance under the Plan, except that if unvested
Shares are forfeited, or repurchased by the Company at the lower of their
original purchase price or their Fair Market Value at the time of repurchase,
such Shares shall become available for future grant under the Plan. To
the
exte
nt
not
prohibited by Applicable Law, any Shares covered by an Award which are
surrendered (i) in payment of the Award exercise or purchase price
(including pursuant to the “net exercise” of an option pursuant to
Section 7(b)(v)) or (ii) in satisfaction of tax withholding
obligations incident to the exercise of an Award shall be deemed not to
have
been issued for purposes of determining the maximum number of Shares
which
may
be issued pursuant to all Awards under the Plan
,
unless
otherwise determined by the Administrator.
4.
Administration
of the Plan
.
(a)
Plan
Administrator
.
The
Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a
manner
as to satisfy the Applicable Laws.
(b)
Powers
of the Administrator
.
Subject
to Applicable Laws and the provisions of the Plan (including any other
powers
given to the Administrator hereunder), and except as otherwise provided
by the
Board, the Administrator shall have the authority, in its
discretion:
(i)
to
select
the Employees and Directors to whom Awards may be granted from time to
time
hereunder;
(ii)
to
determine whether and to what extent Awards are granted hereunder;
(iii)
to
determine the number of Shares or the amount of other consideration to
be
covered by each Award granted hereunder;
(iv)
to
approve forms of Award Agreements for use under the Plan;
(v)
to
determine the terms and conditions of any Award granted hereunder;
(vi)
to
amend
the terms of any outstanding Award granted under the Plan, provided that
(A) any amendment that would adversely affect the Grantee’s rights under an
outstanding Award shall not be made without the Grantee’s written
consent,
(B) the
reduction of the exercise price of any Option awarded under the Plan and
the
base appreciation amount of any SAR awarded under the Plan shall not be
subject
to stockholder approval and (C) canceling an Option or SAR at a time when
its exercise price or base appreciation amount (as applicable) exceeds
the Fair
Market Value of the underlying Shares, in exchange for another Option,
SAR,
Restricted Stock, or other Award shall not be subject to stockholder
approval
;
(vii)
to
construe and interpret the terms of the Plan and Awards, including without
limitation, any notice of award or Award Agreement, granted pursuant to
the
Plan;
(viii)
to
take
such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.
The
express grant in the Plan of any specific power to the Administrator shall
not
be construed as limiting any power or authority of the Administrator; provided
that the Administrator may not exercise any right or power reserved to
the
Board. Any decision made, or action taken, by the Administrator or in connection
with the administration of this Plan shall be final, conclusive and binding
on
all persons having an interest in the Plan.
(c)
Indemnification
.
In
addition to such other rights of indemnification as they may have as members
of
the Board or as Officers or Employees of the Company or a Related Entity,
members of the Board and any Officers or Employees of the Company or a
Related
Entity to whom authority to act for the Board, the Administrator or the
Company
is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any claim, investigation, action, suit or proceeding, or
in
connection with any appeal therein, to which they or any of them may be
a party
by reason of any action taken or failure to act under or in connection
with the
Plan, or any Award granted hereunder, and against all amounts paid by them
in
settlement thereof (provided such settlement is approved by the Company)
or paid
by them in satisfaction of a judgment in any such claim, investigation,
action,
suit or proceeding, except in relation to matters as to which it shall
be
adjudged in such claim, investigation, action, suit or proceeding that
such
person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30) days after the institution of
such
claim, investigation, action, suit or proceeding, such person shall offer
to the
Company, in writing, the opportunity at the Company’s expense to defend the
same.
5.
Eligibility
.
Awards
may be granted to Employees and Directors. An Employee or Director who
has been
granted an Award may, if otherwise eligible, be granted additional Awards.
6.
Terms
and Conditions of Awards
.
(a)
Types
of Awards
.
The
Administrator is authorized under the Plan to award any type of arrangement
to
an Employee or Director that is not inconsistent with the provisions of
the Plan
and that by its terms involves or might involve the issuance of (i) Shares,
(ii) cash or (iii) an Option, a SAR, or similar right with a fixed or
variable price related to the Fair Market Value of the Shares and with
an
exercise or conversion privilege related to the passage of time, the occurrence
of one or more events, or the satisfaction of performance criteria or other
conditions. Such awards include, without limitation, Options, SARs, sales
or
bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent
Rights, and an Award may consist of one such security or benefit, or two
(2) or more of them in any combination or alternative.
(b)
Conditions
of Award
.
Subject
to the terms of the Plan, the Administrator shall determine the provisions,
terms, and conditions of each Award including, but not limited to, the
Award
vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon
settlement of the Award, payment contingencies, and satisfaction of any
performance criteria.
(c)
Acquisitions
and Other Transactions
.
The
Administrator may issue Awards under the Plan in settlement, assumption
or
substitution for, outstanding awards or obligations to grant future awards
in
connection with the Company or a Related Entity acquiring another entity,
an
interest in another entity or an additional interest in a Related Entity
whether
by merger, stock purchase, asset purchase or other form of
transaction.
(d)
Deferral
of Award Payment
.
The
Administrator may establish one or more programs under the Plan to permit
selected Grantees the opportunity to elect to defer receipt of consideration
upon exercise of an Award, satisfaction of performance criteria, or other
event
that absent the election would entitle the Grantee to payment or receipt
of
Shares or other consideration under an Award. The Administrator may establish
the election procedures, the timing of such elections, the mechanisms for
payments of, and accrual of interest or other earnings, if any, on amounts,
Shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Administrator deems advisable for the
administration of any such deferral program.
(e)
Separate
Programs
.
The
Administrator may establish one or more separate programs under the Plan
for the
purpose of issuing particular forms of Awards to one or more classes of
Grantees
on such terms and conditions as determined by the Administrator from time
to
time.
(f)
Early
Exercise
.
The
Award Agreement may, but need not, include a provision whereby the Grantee
may
elect at any time while an Employee or Director to exercise any part or
all of
the Award prior to full vesting of the Award. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in favor
of the
Company or a Related Entity or to any other restriction the Administrator
determines to be appropriate.
(g)
Term
of Award
.
The
term of each Award shall be the term stated in the Award Agreement, provided,
however, that the specified term of any Award shall not include any period
for
which the Grantee has elected to defer the receipt of the Shares or cash
issuable pursuant to the Award.
(h)
Transferability
of Awards
.
Awards
shall be transferable (i) by will and by the laws of descent and
distribution and (ii) during the lifetime of the Grantee, to the extent and
in the manner authorized by the Administrator. Notwithstanding the foregoing,
the Grantee may designate one or more beneficiaries of the Grantee’s Award in
the event of the Grantee’s death on a beneficiary designation form provided by
the Administrator.
(i)
Time
of Granting Awards
.
The
date of grant of an Award shall for all purposes be the date on which the
Administrator makes the determination to grant such Award, or such other
later
date as is determined by the Administrator.
7.
Award
Exercise or Purchase Price, Consideration and Taxes
.
(a)
Exercise
or Purchase Price
.
The
exercise or purchase price, if any, for an Award shall be
determined
by the Administrator.
(b)
Consideration
.
Subject
to Applicable Laws, the consideration to be paid for the Shares to be issued
upon exercise or purchase of an Award including the method of payment,
shall be
determined by the Administrator. In addition to any other types of consideration
the Administrator may determine, the Administrator is authorized to accept
as
consideration for Shares issued under the Plan the following:
(i)
cash;
(ii)
check;
(iii)
surrender
of Shares or delivery of a properly executed form of attestation of ownership
of
Shares as the Administrator may require which have a Fair Market Value
on the
date of surrender or attestation equal to the aggregate exercise price
of the
Shares as to which said Award shall be exercised;
(iv)
with
respect to Options, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of
some or
all of the purchased Shares and remit to the Company sufficient funds to
cover
the aggregate exercise price payable for the purchased Shares and (B) shall
provide written directives to the Company to deliver the certificates for
the
purchased Shares directly to such brokerage firm in order to complete the
sale
transaction;
(v)
with
respect to Options, payment through a “net exercise” such that, without the
payment of any funds, the Grantee may exercise the Option and receive the
net
number of Shares equal to (i) the number of Shares as to which the Option
is being exercised, multiplied by (ii) a fraction, the numerator of which
is the Fair Market Value per Share (on such date as is determined by the
Administrator) less the Exercise Price per Share, and the denominator of
which
is such Fair Market Value per Share (the number of net Shares to be received
shall be rounded down to the nearest whole number of Shares); or
(vi)
any
combination of the foregoing methods of payment.
The
Administrator may at any time or from time to time, by adoption of or by
amendment to the standard forms of Award Agreement described in
Section 4(b)(iv), or by other means, grant Awards which do not permit all
of the foregoing forms of consideration to be used in payment for the Shares
or
which otherwise restrict one or more forms of consideration.
(c)
Taxes
.
No
Shares shall be delivered under the Plan to any Grantee or other person
until
such Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of any Panama, U.S. federal, U.S. state,
local, or other applicable jurisdiction’s income and employment tax withholding
obligations, including, without limitation, obligations incident to the
receipt
of Shares. Upon exercise or vesting of an Award the Company shall withhold
or
collect from the Grantee an amount sufficient to satisfy such tax obligations,
including, but not limited to, by surrender of the whole number of
Shares
covered by the Award sufficient to satisfy the minimum applicable tax
withholding obligations incident to the exercise or vesting of an Award
(reduced
to the lowest whole number of Shares if such number of Shares withheld
would
result in withholding a fractional Share with any remaining tax withholding
settled in cash)
.
8.
Exercise
of Award
.
(a)
Procedure
for Exercise; Rights as a Stockholder
.
(i)
Any
Award
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator under the terms of the Plan and specified
in
the Award Agreement.
(ii)
An
Award
shall be deemed to be exercised when written notice of such exercise has
been
given to the Company in accordance with the terms of the Award by the person
entitled to exercise the Award and full payment for the Shares with respect
to
which the Award is exercised has been made, including, to the extent selected,
use of the broker-dealer sale and remittance procedure to pay the purchase
price
as provided in Section 7(b)(iv) or a net-exercise as provided in Section
7(b)(v).
(b)
Exercise
of Award Following Termination of Continuous Service
.
(i)
An
Award
may not be exercised after the termination date of such Award set forth
in the
Award Agreement and may be exercised following the termination of a Grantee’s
Continuous Service only to the extent provided in the Award
Agreement.
(ii)
Where
the
Award Agreement permits a Grantee to exercise an Award following the termination
of the Grantee’s Continuous Service for a specified period, the Award shall
terminate to the extent not exercised on the last day of the specified
period or
the last day of the original term of the Award, whichever occurs
first.
9.
Conditions
Upon Issuance of Shares
.
(a)
If
at any
time the Administrator determines that the delivery of Shares pursuant
to the
exercise, vesting or any other provision of an Award is or may be unlawful
under
Applicable Laws, the vesting or right to exercise an Award or to otherwise
receive Shares pursuant to the terms of an Award shall be suspended until
the
Administrator determines that such delivery is lawful and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. The Company shall have no obligation to effect any registration
or
qualification of the Shares under federal or state laws.
(b)
As
a
condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such
exercise
that the Shares are being purchased only for investment and without any
present
intention to sell or distribute such Shares if, in the opinion of counsel
for
the Company, such a representation is required by any Applicable
Laws.
10.
Adjustments
Upon Changes in Capitalization
.
Subject
to Section 11 hereof, the number of Shares covered by each outstanding
Award,
and the number of Shares which have been authorized for issuance under
the Plan
but as to which no Awards have yet been granted or which have been returned
to
the Plan, the exercise or purchase price of each such outstanding Award,
the
maximum number of Shares with respect to which Awards may be granted to
any
Grantee in any calendar year, as well as any other terms that the Administrator
determines require adjustment shall be proportionately adjusted for (i) any
increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification
of
the Shares, or similar transaction affecting the Shares, (ii) any other
increase or decrease in the number of issued Shares effected without receipt
of
consideration by the Company, or (iii) any other transaction with respect
to Common Stock including a corporate merger, consolidation, acquisition
of
property or stock, separation (including a spin-off or other distribution
of
stock or property), reorganization, liquidation (whether partial or complete)
or
any similar transaction; provided, however that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration.”
In
the
event of any distribution of cash or other assets to stockholders other
than a
normal cash dividend, the Administrator shall also make such adjustments
as
provided in this Section 10 or substitute, exchange or grant Awards to
effect
such adjustments (collectively “adjustments”). Any such adjustments to
outstanding Awards will be effected in a manner that precludes the enlargement
of rights and benefits under such Awards. In connection with the foregoing
adjustments, the Administrator may, in its discretion, prohibit the exercise
of
Awards or other issuance of Shares, cash or other consideration pursuant
to
Awards during certain periods of time. Except as the Administrator determines,
no issuance by the Company of shares of any class, or securities convertible
into shares of any class, shall affect, and no adjustment by reason hereof
shall
be made with respect to, the number or price of Shares subject to an Award.
11.
Corporate
Transactions
.
(a)
Termination
of Award to Extent Not Assumed in Corporate Transaction
.
Effective upon the consummation of a Corporate Transaction, all outstanding
Awards under the Plan shall terminate. However, all such Awards shall not
terminate to the extent they are Assumed in connection with the Corporate
Transaction.
(b)
Acceleration
of Award Upon Corporate Transaction
.
The
Administrator shall have the authority, exercisable either in advance of
any
actual or anticipated Corporate Transaction or at the time of an actual
Corporate Transaction and exercisable at the time of the grant of an Award
under
the Plan or any time while an Award remains outstanding, to provide for
the full
or partial automatic vesting and exercisability of one or more outstanding
unvested Awards under the Plan and the release from restrictions on transfer
and
repurchase or forfeiture rights of such Awards in connection with a Corporate
Transaction, on such terms and conditions as the Administrator may specify.
The
Administrator also shall have the authority to condition any such Award
vesting
and exercisability or release from such limitations upon the subsequent
termination of the Continuous Service of the Grantee within a specified
period
following the effective date of the Corporate Transaction.
12.
Effective
Date and Term of Plan
.
The
Plan shall become effective upon its adoption by the Board. It shall continue
in
effect indefinitely until terminated by the Board. Subject to Applicable
Laws,
Awards may be granted under the Plan upon its becoming effective.
13.
Amendment,
Suspension or Termination of the Plan
.
(a)
The
Board
may at any time amend, suspend or terminate the Plan.
(b)
No
Award
may be granted during any suspension of the Plan or after termination of
the
Plan.
(c)
No
suspension or termination of the Plan (including termination of the Plan
under
Section
11
,
above)
shall adversely affect any rights under Awards already granted to a
Grantee.
14.
Reservation
of Shares
.
(a)
The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
(b)
The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve
the
Company of any liability in respect of the failure to issue or sell such
Shares
as to which such requisite authority shall not have been obtained.
15.
No
Effect on Terms of Employment Relationship
.
The
Plan shall not confer upon any Grantee any right with respect to the Grantee’s
Continuous Service, nor shall it interfere in any way with his or her right
or
the right of the Company or any Related Entity to terminate the Grantee’s
Continuous Service at any time, with or without cause, and with or without
notice.
16.
No
Effect on Retirement and Other Benefit Plans
.
Except
as specifically provided in a retirement or other benefit plan of the Company
or
a Related Entity, Awards shall not be deemed compensation for purposes
of
computing benefits or contributions under any retirement plan of the Company
or
a Related Entity, and shall not affect any benefits under any other benefit
plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation.
17.
Unfunded
Obligation
.
Grantees shall have the status of general unsecured creditors of the Company.
Any amounts payable to Grantees pursuant to the Plan shall be unfunded
and
unsecured obligations for all purposes. Neither the Company nor any Related
Entity shall be required to segregate any monies from its general funds,
or to
create any trusts, or establish any special accounts with respect to such
obligations. The Company shall retain at all times beneficial ownership
of any
investments, including trust investments, which the Company may make to
fulfill
its payment obligations hereunder. Any investments or the creation or
maintenance of any trust or any Grantee account shall not create or constitute
a
trust or fiduciary relationship between the Administrator, the Company
or any
Related Entity and a Grantee, or otherwise create any vested or beneficial
interest in any Grantee or the Grantee’s creditors in any assets of the Company
or a Related Entity. The Grantees shall have no claim against the Company
or any
Related Entity for any changes in the value of any assets that may be invested
or reinvested by the Company with respect to the Plan.
18.
Construction
.
Captions and titles contained herein are for convenience only and shall
not
affect the meaning or interpretation of any provision of the Plan. Except
when
otherwise indicated by the context, the singular shall include the plural
and
the plural shall include the singular. Use of the term “or” is not intended to
be exclusive, unless the context clearly requires otherwise.