Attached files
| file | filename |
|---|---|
| 8-K - Luvu Brands, Inc. | v163418_8k.htm |
| EX-2.1 - Luvu Brands, Inc. | v163418_ex2-1.htm |
| EX-3.4 - Luvu Brands, Inc. | v163418_ex3-4.htm |
| EX-99.1 - Luvu Brands, Inc. | v163418_ex99-1.htm |
| EX-3.3 - Luvu Brands, Inc. | v163418_ex3-3.htm |
| EX-99.2 - Luvu Brands, Inc. | v163418_ex99-2.htm |
| EX-16.1 - Luvu Brands, Inc. | v163418_ex16-1.htm |
| EX-99.3 - Luvu Brands, Inc. | v163418_ex99-3.htm |
LIBERATOR,
INC.
2009
Stock Option Plan
|
I.
|
PURPOSE OF THE PLAN;
DEFINITIONS
|
A. This
2009 Stock Option Plan (the "Plan") is intended to promote the interests of
Liberator, Inc., a Nevada corporation (the "Corporation"), by providing
(i) key employees (including officers) of the Corporation (or its
subsidiary corporations) and (ii) consultants and other independent
contractors who provide valuable services to the Corporation (or its subsidiary
corporations) with the opportunity to acquire, or increase their proprietary
interest in the Corporation as an incentive for them to join or remain in the
service of the Corporation (or its subsidiary corporations).
B. The
Plan becomes effective immediately upon approval of the Corporation's
stockholders at the 2009 Annual Stockholders Meeting. Such date is hereby
designated as the Effective Date of the Plan.
C. For
purposes of the Plan, the following definitions apply:
Board: the Corporation's
Board of Directors.
Committee: The Committee of
the Corporation's Board of Directors appointed by the Board to administer the
plan.
Common Stock: shares of the
Corporation's common stock, par value $0.0001 per share.
Change in Control: a change
in ownership or control of the Corporation effected through either of the
following transactions:
(i) any
person or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Corporation) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended, "1934 Act") of stock possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding stock pursuant to a
tender or exchange offer made directly to the Corporation's stockholders which
the Board does not recommend such stockholders accept; or
(ii) there
is a change in the composition of the Board over a period of thirty-six
(36) consecutive months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more proxy
contests for the election of Board members, to be comprised of persons who
either (A) have been Board members continuously since the beginning of such
period or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (A) who were still in office at the time such election or nomination
was approved by the Board.
Corporate Transaction: any of
the following stockholder-approved transactions to which the Corporation is a
party:
(i) a
merger or consolidation in which the Corporation is not the surviving entity,
except for a transaction the principal purpose of which is to change the State
in which the Corporation is incorporated,
(ii) the
sale, transfer or other disposition of all or substantially all of the assets of
the Corporation in complete liquidation or dissolution of the Corporation,
or
(iii) any
reverse merger in which the Corporation is the surviving entity but in which
stock possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding stock are transferred to person or
persons different from those who held such stock immediately prior to such
merger.
Employee: a person who
performs services while in the employ of the Corporation or one or more
subsidiary corporations, subject to the control and direction of the employer
entity not only as to the work to be performed but also as to the manner and
method of performance.
Hostile Take-Over: a change
in ownership of the Corporation through the following transaction:
(i) any
person or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Corporation) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended) of stock possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding stock pursuant to a
tender or exchange offer made directly to the Corporation's stockholders which
the Board does not recommend such stockholders to accept, and
(ii) more
than fifty percent (50%) of the stock so acquired in such tender or exchange
offer are accepted from holders other than the officers and directors of the
Corporation who are subject to the short-swing profit restrictions of
Section 16 of the 1934 Act.
Market
Value: the last reported price per share of the Common Stock on the day
in question on the NASDAQ Small-Cap Market, or if the Common Stock is regularly
traded in some other market or on an exchange the closing selling price per
share of the Common Stock on the date in question, as such price is officially
quoted by a national reporting service. If there is no such reported price on
the date in question, then the market value is the price on the last preceding
date for which such quotation exists or the last price at which the shares were sold in a private
transaction.
Service: the performance of
services on a periodic basis to the Corporation (or any subsidiary corporation)
in the capacity of an Employee or from time to time as an independent
consultant, except to the extent otherwise specifically provided in the
applicable stock option agreement.
Take-Over Price: the greater of (a) the
Market Value per share of Common Stock on the date the option is surrendered to
the Corporation in connection with a Hostile Take-Over or (b) the highest
reported price per share of Common Stock paid by the tender offerer in effecting
such Hostile Take-Over. However, if the surrendered option is an Incentive
Option, as defined in Section IV (C) of this Article One, the
Take-Over Price shall not exceed the clause (a) price per
share.
D. The
following provisions shall be applicable in determining the subsidiary
corporations of the Corporation:
Each
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation shall be considered to be a subsidiary of the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in any other corporation in such chain.
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II.
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ADMINISTRATION OF THE
PLAN
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A. Except
as otherwise determined by the Board, the Plan shall be administered by the
Board of Directors or by the Stock Option and Compensation Committee of the
Board ("Committee") or other named Committee of the Board designated
by the Board of Directors subject to the requirements of 1934 Act
Rule 16b-3:
(i) The
Committee of three (3) or more non-employee Board members shall be
appointed by the Board to administer the Plan. No Board member is eligible to
serve on the Committee unless such person qualifies as a "Non-Employee Director"
as permitted by 1934 Act Rule 16b-3.
(ii) Members
of the Committee serve for such term as the Board may determine and are subject
to removal by the Board at any time.
B. The
Committee by majority action thereof has the power and authority (subject to the
express provisions of the Plan) to establish such rules and regulations as it
may deem appropriate for the proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the provisions of the
Plan and any outstanding option grants thereunder as it may deem necessary or
advisable. All decisions of the Committee within the scope of its administrative
functions under the Plan are final and binding on all parties.
C.
Service on the Committee is service as a Board member, and members of the
Committee are entitled to full indemnification and reimbursement as Board
members for their service on the Committee. No member of the Committee is liable
for any act or omission made in good faith with respect to the Plan or any
option grant under the Plan.
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III.
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ELIGIBILITY
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A. The
persons eligible to participate in the Plan ("Optionees") are as
follows:
(i) officers
and other employees of the Corporation (or its subsidiary corporations) who
render services which contribute to the management, growth and financial success
of the Corporation (or its subsidiary corporations); and
(ii) those
consultants or other independent contractors who provide valuable services to
the Corporation (or its subsidiary corporations).
B.
Non-employee Board members are not eligible to participate in the
Plan.
C. The
Committee by majority action thereof has the power and authority to determine
which eligible persons are to receive option grants, the number of shares to be
covered by each such grant, the status of the granted option as either an
incentive stock option ("Incentive Option") which satisfies the requirements of
Section 422 of the Internal Revenue Code or a non-qualified option not
intended to meet such requirements, the time or times at which each granted
option is to become exercisable, the maximum term for which the Option may
remain outstanding and the terms and provisions of the Stock Option Agreement
evidencing the Option.
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IV.
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STOCK SUBJECT TO THE
PLAN
|
A. Shares
of the Corporation's Common Stock available for issuance under the Plan shall be
drawn from either the Corporation's authorized but unissued shares of Common
Stock or from reacquired shares of Common Stock, including shares repurchased by
the Corporation on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed five million
(5,000,000) shares,
subject to adjustment from time to time in accordance with the provisions of
this Section IV.
B. If one
or more outstanding options under this Plan expire or terminate for any reason
prior to exercise in full then the shares subject to the portion of each option
not so exercised shall be available for subsequent option grant under the Plan.
All share issuances under the Plan reduce on a share-for-share basis the number
of shares of Common Stock available for subsequent option grants under the Plan.
In addition, if the exercise price of an outstanding option under the Plan is
paid with shares of Common Stock or shares of Common Stock otherwise issuable
under the Plan are withheld by the Corporation in satisfaction of the
withholding taxes incurred in connection with the exercise of an outstanding
option under the Plan, then the number of shares of Common Stock available for
issuance under the Plan is reduced by the gross number of shares for which the
option is exercised, and not by the net number of shares of Common Stock
actually issued to the option holder.
C. If any
change is made to the Common Stock issuable under the Plan by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, then appropriate adjustments
shall be made to (i) the maximum number and/or class of stock issuable
under the Plan and (ii) the number and/or class of stock and price per
share in effect under each option outstanding under the Plan. Such adjustments
to the outstanding options are to be effected in a manner which precludes the
enlargement or dilution of rights and benefits under such options. Such
adjustments made by the Committee are final, binding and
conclusive.
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V.
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TERMS AND CONDITIONS OF
OPTIONS
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Options
under the Plan are granted by action of the Committee and may, at the
Committee's discretion, be either Incentive Options or non-qualified options.
Persons who are not Employees of the Corporation may only be granted
non-qualified options. Each granted option shall be evidenced by a Stock Option
Agreement in the form approved by the Committee; provided, however, that each
such agreement complies with the terms and conditions specified herein. Each
Stock Option Agreement evidencing an Incentive Option shall, in addition, be
subject to the applicable provisions of Section VI hereof.
A. Option Price.
1. The
option price per share is determined by the Committee in accordance with the
following provisions:
(i) The
option price per share of the Common Stock subject to an Incentive Option must
in no event be less than one hundred percent (100%) of the Market Value of such
Common Stock on the grant date.
(ii) The
option price per share of the Common Stock subject to a non-qualified stock
option is the amount determined by the Committee at the time of grant and may be
less than, equal to or more than the Market Value of such Common Stock on the
grant date.
2. The
option price is immediately due upon exercise of the option and payable in one
of the alternative forms specified below;
(i) full
payment in cash or check made payable to the Corporation's order:
(ii) full
payment in shares of Common Stock held for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial reporting purposes
and valued at Market Value on the Exercise Date;
(iii) full
payment in a combination of shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's reported earnings and valued at
Market Value on the Exercise Date and cash or check payable to the Corporation's
order; or
(iv) full
payment through a broker-dealer sale and remittance procedure pursuant to which
the Optionee (a) provides irrevocable written instructions to a designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate option price payable for the purchased
shares plus all applicable Federal and State income and employment taxes
required to be withheld by the Corporation in connection with such purchase and
(b) provides written directives to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale transaction.
For
purposes of this subparagraph 2, the Exercise Date is the date on which written
notice of the option exercise is delivered to the Corporation. Except to the
extent the sale and remittance procedure is utilized in connection with the
exercise of the option, payment of the option price for the purchased shares
must accompany such notice.
B. Term and Exercise of
Options.
Each
option granted hereunder is exercisable at such time or times,and excluding all
specified vesting periods during the specified term period, and for such number
of shares as is determined by the Committee and set forth in the Stock Option
Agreement evidencing such option. No granted option shall, however, have a term
in excess of ten (10) years. Subject to Paragraph E of this
Section V, during the lifetime of the Optionee, the option is exercisable
only by the Optionee and shall not be assignable or transferable other than by
transfer of the option effected by will or by the laws of descent and
distribution following the Optionee's death, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as amended, or
Title I of the Employment Retirement Income Security Act, or the rules
thereunder.
C. Termination of
Service.
1. If the
Optionee ceases Service while holding one or more options hereunder, each such
option will not remain exercisable beyond the limited post-Service exercise
period specified by the Committee in the Stock Option Agreement evidencing the
grant, unless the Committee otherwise extends such period in accordance with
subparagraph C.5 below.
2. During
the post-Service exercise period, the option may not be exercised for more than
the number of option shares (if any) in which the Optionee is vested at the time
of cessation of Service. Upon the expiration of such post-Service exercise
period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding. In any case, each option terminates and
ceases to be outstanding, at the time of the Optionee's cessation of Service
with respect to any option shares for which such option is not otherwise at the
time exercisable.
3. If the
Optionee dies while holding one or more outstanding options hereunder, each such
option may be exercised, subject to the limitations of subparagraph 2 above, by
the personal representative of the Optionee's estate or by the person or persons
to whom the option is transferred pursuant to the Optionee's will or the laws of
descent and distribution or as otherwise permitted herein.
4. If
(i) the Optionee's Service is terminated for misconduct (including, but not
limited to, any act of dishonesty, willful misconduct, fraud or embezzlement) or
(ii) the Optionee makes any unauthorized use or disclosure of confidential
information or trade secrets of the Corporation or its subsidiaries, then in any
such event all outstanding options held by the Optionee hereunder terminate
immediately and cease to be outstanding.
5. Except
as otherwise determined by the Board the Committee has full power and authority
to extend the period of time for which the option is to remain exercisable
following the Optionee's cessation of Service or death from the limited period
specified in the instrument evidencing such grant to such greater period of time
as the Committee deems appropriate under the circumstances. In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.
6. The
Committee has complete discretion, exercisable either at the time the option is
granted or at any time the option remains outstanding, to permit one or more
options granted hereunder to be exercised not only for the number of shares for
which each such option is exercisable at the time of the Optionee's cessation of
Service but also for one or more subsequent installments of purchasable shares
for which the option would otherwise have become exercisable had such cessation
of Service not occurred.
D. Stockholder
Rights.
An
Optionee has none of the rights of a stockholder with respect to any option
shares until such person or its nominee, guardian or legal representative has
exercised the option and paid the option price for the purchased
shares.
E. Assignment; Limited Transferability
of Stock Options
No
option granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will, by the laws of
decent and distribution or by a qualified domestic relations order as provided
in Section V, Paragraph B. Notwithstanding the foregoing, the
Committee may, in its discretion, authorize all or a portion of the options
granted to be on terms that permit transfer to:
i) the
spouse, children or grandchildren of the Optionee ("Immediate Family
Members");
ii) a
trust or trusts for the exclusive benefit of such Immediate Family Members,
or;
iii) a
partnership in which such Immediate Family Members are the only partners,
provided that:
(A) there
may be no consideration for any such transfer;
(B) the
Stock Option Agreement pursuant to which such Options are granted expressly
provides for transferability in a manner consistent with this Section V,
Paragraph E; and
(C) subsequent
transfers of transferred Options shall be prohibited except those in accordance
with this Section V, Paragraph E.
Following
transfer, any such options continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of this Section V, Paragraph E the term Optionee shall be
deemed to refer to the transferee. The provisions of the option relating to the
period of exercisability and expiration of the Option continue to apply with
respect to the original Optionee, and the Options exercisable or received by the
transferee only to the extent, and for the periods, set forth in said
option.
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VI.
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INCENTIVE
OPTIONS
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The
terms and conditions specified in this Section VI are applicable to all
Incentive Options granted hereunder. The Stock Option Agreement relating to
Incentive Options must be in accordance with Section 422(b) of the Internal
Revenue Code or a succession Section thereof. Incentive Options may only be
granted to persons who are Employees of the Corporation. Options which are
specifically designated as "non-qualified" options when issued under the Plan
are not subject to this
Section VI.
A. Dollar Limitation. The
aggregate Market Value (determined as of the respective date of dates of grant
of the Common Stock for which one or more options granted to any Employee under
this Plan (or any other option Plan of the Corporation or its subsidiary
corporations) may for the first time become exercisable as incentive stock
options under the Federal tax laws during any one calendar year shall not exceed
the sum of One Hundred Thousand dollars ($100,000). To the extent the Employee
holds two (2) or more such options which become exercisable for the first
time in the same calendar year, the foregoing limitation on the exercisability
of such options as incentive stock options under the federal tax laws shall be
applied on the basis of the order in which such options are granted. If the
shares of Common Stock for which any Incentive Option first becomes exercisable
in any calendar year exceed the applicable one hundred thousand dollar
($100,000) limitation, then the option may nevertheless be exercised in that
calendar year for the excess number of shares as a non-qualified option under
the Federal tax laws.
B. 10% Stockholder. If any
person to whom an Incentive Option is granted is the owner of stock (as
determined under Section 424(d) of the Internal Revenue Code) possessing
ten percent (10%) or more of the total combined voting power of all classes of
stock of the corporation, the option price per share must not be less than one
hundred and ten percent (110%) of the market value per share of Common Stock on
the grant date, and the option term must not exceed five (5) years,
measured from the grant date.
Except
as modified by the preceding provisions of this Section VI, the provisions
of the Plan apply to all Incentive Options granted hereunder.
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VII.
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CORPORATE TRANSACTIONS/CHANGES IN
CONTROL
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A. Each
option outstanding at the time of a Corporate Transaction automatically
accelerates so that each such option shall, immediately prior to the specified
effective date for such Corporate Transaction, become fully exercisable with
respect to the total number of shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such shares. However,
an outstanding option does not so accelerate if and to the extent: (i) such
option is, in connection with the Corporate Transaction, either to be assumed by
the successor corporation or parent thereof or to be replaced with a comparable
option to purchase shares of the capital stock of the successor corporation or
parent thereof, (ii) such option is to be replaced with a cash incentive
program of the successor corporation which preserves the option spread existing
at the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same exercise schedule applicable to such option, or
(iii) the acceleration of such option is subject to other limitations
imposed by the Committee, at the time of the option grant. The determination of
option comparability by the Committee under clause (i) above is final,
binding and conclusive. The Committee also has full power and authority to grant
options under the Plan which are to automatically accelerate in whole or in part
immediately prior to the Corporate Transaction or upon the subsequent
termination of the Optionee's Service, whether or not those options are
otherwise to be assumed or replaced in connection with the consummation of such
Corporate Transaction.
B. Upon
the consummation of the Corporate Transaction, all outstanding options shall
terminate and cease to be outstanding, except to the extent assumed by the
successor corporation or its parent company.
C. Each
outstanding option which is assumed in connection with the Corporate Transaction
or is otherwise to continue in effect shall be appropriately adjusted,
immediately after such Corporate Transaction, to apply and pertain to the number
and class of stock which would have been issued to the option holder, in
consummation of such Corporate Transaction, had such person exercised the option
immediately prior to such Corporate Transaction. Appropriate adjustments shall
also be made to the Option price payable per share, provided the aggregate option
price payable for such stock shall remain the same. In addition, the class and
number of stock available for issuance under the Plan following the consummation
of the Corporate Transaction shall be appropriately adjusted.
D. The
grant of options shall in no way affects the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
E. Except
as otherwise determined by the Board, the Committee has the discretionary
authority, exercisable either in advance of any actually-anticipated Change in
Control or at the time of an actual Change in Control, to provide for the
automatic acceleration of one or more outstanding options upon the occurrence of
the Change in Control and to condition any such option acceleration upon the
subsequent termination of the Optionee's Service within a specified period
following the Change in Control.
F. Any
options accelerated in connection with the Change in Control remain fully
exercisable until the expiration of the option term.
G. The
exercisability as incentive stock options under the Federal tax laws of any
options accelerated under this Section VII in connection with a Corporate
Transaction or Change in Control remain subject to the dollar limitation of
Section VI, Paragraph A.
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VIII.
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CANCELLATION AND REGRANT OF
OPTIONS
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Except
as otherwise determined by the Board, the Committee has the authority to effect,
at any time and from time to time, with the consent of the affected Optionees,
the cancellation of any or all outstanding options hereunder and to grant in
substitution new options under the Plan covering the same or different numbers
of shares of Common Stock but with an option price per share based upon the
Market Value of the Common Stock on the new grant date.
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IX.
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AMENDMENT OF THE PLAN AND
AWARDS
|
The
Board has complete and exclusive power and authority to amend or modify the Plan
in any or all respects, provided that no such amendment or modification shall
adversely affect rights and obligations with respect to options at the time
outstanding under the Plan, unless the Optionee consents to such amendment. In
addition, the Board may not, without the approval of the Corporation's
stockholders, amend the Plan to (i) materially increase the maximum number
of shares issuable under the Plan, except for permissible adjustments under
Section IV Paragraph C, (ii) materially modify the eligibility
requirements for the Plan participation or (iii) materially increase the
benefits accruing to Optionees.
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X.
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TAX
WITHHOLDING
|
A. The
Corporation's obligation to deliver shares of Common Stock upon exercise of
stock options or the vesting of shares acquired upon exercise of such options
under the Plan is subject to the satisfaction of all applicable Federal, State
and local income tax and employment tax withholding requirements.
B. The
Committee may, in its discretion and in accordance with the provisions of this
Section X and such supplemental rules as the Committee may from time to
time adopt (including the applicable safe-harbor provisions of 1934 Act
Rule 16b-3), provide any or all holders of non-qualified options under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Federal, State and local income tax and employment tax liabilities
incurred by such holders in connection with the exercise of their options. Such
right may be provided to any such holder in either or both of the following
formats:
(i) Stock Withholding: The holder
of a non-qualified option may be provided with the election to have the
Corporation withhold, from the shares of Common Stock otherwise issuable upon
the exercise of such non-qualified option, a portion of those shares with an
aggregate Market Value equal to the percentage of the applicable Taxes (up to
one hundred (100%)) as specified by such holder.
(ii) Stock Delivery: The Committee
may, in its discretion, provide the holder of a non-qualified option with the
election to deliver to the Corporation, at the time the non-qualified option is
exercised, one or more shares of Common Stock already held by such person with
an aggregate Market Value (100%) as specified by such person) of the Taxes
incurred in connection with such option exercise.
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XI.
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TERM OF THE
PLAN
|
The
Plan terminates upon the earlier of (i) ten years
from the date of approval by stockholders or (ii) the date on which all
shares available for issuance under the Plan have been issued or canceled
pursuant to the exercise of options granted under the Plan. If the date of
termination is determined under clause (i) above, then all option grants
and unvested stock issuances outstanding on such date continue to have force and
effect in accordance with the provisions of the Stock Option Agreements
evidencing such grants or issuances.
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XII.
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USE OF
PROCEEDS
|
Any
cash proceeds received by the Corporation from the sale of shares pursuant to
option grants under the Plan may be used for general corporate
purposes.
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XIII.
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REGULATORY
APPROVALS
|
A. The
implementation of the Plan, the granting of any option under the Plan, and the
issuance of Common Stock upon the exercise or surrender of the option grants
made hereunder is subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it, and the Common Stock issued pursuant to
it.
B. No
shares of Common Stock or other assets are to be issued or delivered under the
Plan unless and until there is compliance with all applicable requirements of
Federal and State securities laws, including the filing and effectiveness of the
Form S-8 registration statement for the shares of Common Stock issuable
under the Plan, and all applicable listing requirements of any securities
exchange on which the Common Stock is then listed.
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XIV.
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NO EMPLOYMENT/SERVICE
RIGHTS
|
Neither
the action of the Corporation in establishing the Plan, nor any action taken by
the Committee hereunder, nor any provision of the Plan is to be construed so as
to grant any person the right to remain in the employ or service of the
Corporation (or any subsidiary corporation) for any period of specific duration,
and the Corporation (or any subsidiary corporation retaining the services of
such person) may terminate such person's employment or service at any time and
for any reason, with or without cause.
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XV.
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MISCELLANEOUS
PROVISIONS
|
A. The
right to acquire Common Stock under the Plan may not be assigned, encumbered or
otherwise transferred by any Optionee, except as specifically provided in the
Plan.
B. The
provisions of the Plan relating to the exercise of options and the vesting of
shares shall be governed by the laws of the State of Georgia, as such laws are
applied to contracts entered into.
C. The
provisions of the Plan shall inure to the benefit of, and be binding upon, the
Corporation and its successors or assigns, whether by Corporate Transaction or
otherwise, and the Optionees, the legal representatives of their respective
estates, their respective heirs or legatees and their permitted
assignees.
D. Except
to the extent that federal laws control, the Plan and all Stock Option
Agreements hereunder are to be construed in accordance with and governed by the
law of the State of Georgia.