(c)
Stockholder Approval
. If the requisite
stockholder approval of the Plan, as amended and restated herein, is not received at the Companys 2018 Annual Meeting of Stockholders, or at any adjournment or postponement thereof, the Plan as in effect on such date shall remain in effect,
without giving effect to this amendment and restatement of the Plan.
20.
Notices
. All
notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof. All notices or other communications to a Participant under or in connection with the Plan shall be deemed effective if sent or given to the Participant at his or her home or business address on the records of the
Company, including if sent by electronic transmission.
21.
Conditions Upon Issuance of
Shares
. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply to the reasonable satisfaction of the Company with all applicable
provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or trading system upon which the shares may
then be listed or quoted. As a condition to the exercise of an option, the Company may require the person exercising such option 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 of the aforementioned applicable provisions of law.
22.
Additional Restrictions of Rule
16b-3
. The
terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule
16b-3
or any
successor rule. The Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule
16b-3
or any successor rule to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.
23.
ERISA Status of Plan
.
The Plan is not intended and shall not be construed
to constitute an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
24.
Miscellaneous Provisions
.
(a)
Governing Law
. Except to the extent preempted by any applicable federal law, the Plan and the
options granted hereunder shall be construed and administered in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws thereunder.
(b)
Severability
. In the event any provision of the Plan shall be held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, and the Plan shall be construed or enforced as though the illegal or invalid provision had not been included.
(c)
Headings
. The section headings of the Plan are for reference only. In the event of a conflict
between a section heading and the content of a section of the Plan, the content to the section shall control.
25.
Effective Date; Term of Plan
. The Plan originally became effective on December 9,
2008, upon its adoption by the Committee pursuant to delegated authority from the Board. Subject to the requisite stockholder approval pursuant to Section 19(c) hereof, the Plan, as amended and restated herein, shall become effective on
May 9, 2018. The Plan shall continue in effect through December 31, 2028, unless sooner terminated under Sections 13 or 19 hereof.
* * *