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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/05/07 Rubicon Technology, Inc. S-1 43:4.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.58M
10: EX-4.10 Warrant to Purchase Shares of Series B Preferred HTML 63K
Stock
11: EX-4.11 Warrant to Purchase Shares of Series B Preferred HTML 72K
Stock
12: EX-4.12 Warrant to Purchase Shares of Series B Preferred HTML 72K
Stock
13: EX-4.13 Warrant to Purchase Shares of Series C Preferred HTML 73K
Stock
14: EX-4.14 Form of Investor Warrant to Purchase Shares of HTML 68K
Series E Preferred Stock
15: EX-4.15 Warrant to Purchase Shares of Series E Preferred HTML 73K
Stock
16: EX-4.16 Warrant to Purchase Shares of Series E Preferred HTML 73K
Stock
17: EX-4.17 Warrant to Purchase Shares of Series E Preferred HTML 99K
Stock
2: EX-4.2 Fourth Amended and Restated Registration Rights HTML 119K
Agreement
3: EX-4.3 Third Amended and Restated Stockholders Agreement HTML 138K
4: EX-4.4 Series E Stockholders Agreement HTML 58K
5: EX-4.5 Form of Warrant to Purchase Shares of Series A HTML 54K
Preferred Stock
6: EX-4.6 Form of Investor Warrant to Purchase Shares of HTML 67K
Series B Preferred Stock
7: EX-4.7 Warrant to Purchase Shares of Series B Preferred HTML 84K
Stock
8: EX-4.8 Warrant to Purchase Shares of Series B Preferred HTML 83K
Stock
9: EX-4.9 Warrant to Purchase Shares of Series B Preferred HTML 83K
Stock
18: EX-10.1 Rubicon Technology, Inc 2001 Equity Plan HTML 75K
19: EX-10.1(A) Amendment No. 1 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
20: EX-10.1(B) Amendment No. 2 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
21: EX-10.1(C) Amendment No. 3 to the Rubicon Technology, Inc. HTML 18K
2001 Equity Plan
22: EX-10.1(D) Amendment No. 4 to the Rubicon Technology, Inc. HTML 23K
2001 Equity Plan
23: EX-10.1(E) Amendment No. 5 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
24: EX-10.1(F) Amendment No. 6 to the Rubicon Technology, Inc. HTML 19K
2001 Equity Plan
25: EX-10.1(G) Amendment No. 7 to the Rubicon Technology, Inc. HTML 18K
2001 Equity Plan
26: EX-10.1(H) Form of Option Grant Agreement Under the 2001 HTML 70K
Equity Plan
37: EX-10.10 Form of Post-Ipo Change of Control Severance HTML 24K
Agreement
38: EX-10.11 Form of Indemnification Agreement HTML 67K
39: EX-10.12 Commercial Lease, Dated as of December 23, 2004 HTML 89K
40: EX-10.12(A) Amendment to Commercial Lease Dated as of May 6, HTML 25K
2005
41: EX-10.13 Lease, Dated as of July 29, 2005 HTML 66K
42: EX-10.14 Industrial Building Lease, Dated as of July 18, HTML 122K
2007
27: EX-10.2 Rubicon Technology, Inc. 2007 Stock Incentive Plan HTML 220K
28: EX-10.3 Rubicon Technology, Inc. 2006 Incentive Bonus Plan HTML 17K
29: EX-10.4 Rubicon Technology, Inc. Management Incentive HTML 35K
Bonus Plan
30: EX-10.4(A) Amendment No. 1 to Management Incentive Bonus Plan HTML 19K
31: EX-10.5 Executive Employment Agreement, Dated as of HTML 94K
November 17, 2005
32: EX-10.5(A) Amendment to the Employment Agreement Dated July HTML 24K
25, 2007
33: EX-10.6 Employment Agreement, Dated as of March 29, 2004 HTML 38K
34: EX-10.7 Severance Agreement, Dated as of September 8, 2005 HTML 39K
35: EX-10.8 Executive Employment Agreement, Dated as of July HTML 84K
30, 2007
36: EX-10.9 Loan and Security Agreement, Dated as of April 9, HTML 151K
2007
43: EX-23.1 Consent of Grant Thornton LLP HTML 15K
| Rubicon Technology, Inc 2001 Equity Plan |
Exhibit 10.1
RUBICON TECHNOLOGY, INC.
2001 EQUITY PLAN
1. Purposes of the Plan. The purposes of this 2001 Equity Plan are:
| • | to assist the Company to attract and retain the best available personnel for positions of substantial responsibility; |
| • | to provide additional incentive to Employees, Directors and Consultants; and |
| • | to promote the success of the Company’s business. |
Options granted under the Plan may be Incentive Stock Options or Non-qualified Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or any of its Committees, or any delegee of the Board or any such Committee, as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.
(c) “Board” means the Board of Directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
(e) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.
(f) “Common Stock” means the Common Stock, $0.001 par value per share, of the Company.
(g) “Company” means Rubicon Technology, Inc., a Delaware corporation.
(h) “Consultant” means any person, including an advisor, other than an Employee or Director, engaged by the Company or a Parent or Subsidiary of the Company to render services to such entity.
(i) “Director” means a member of the Board.
| RUBICON TECHNOLOGY, INC. | -1- | 2001 EQUITY PLAN |
(j) “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code.
(k) “Employee” means any person, including Officers and Directors in their capacity as employees, employed by the Company or any Parent or Subsidiary of the Company. An Employee shall not cease to be an Employee for purposes of this Plan in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any of its Subsidiaries, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the one hundred eighty-first (181st) day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-qualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.
(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
(m) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, 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 such exchange or system for the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, 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, the Fair Market Value shall be determined in good faith by the Administrator, consistent with past practices.
(n) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(o) “Non-qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(p) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement or the Restricted Stock Purchase Agreement, as applicable.
| RUBICON TECHNOLOGY, INC. | -2- | 2001 EQUITY PLAN |
(q) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(r) “Option” means a stock option granted pursuant to the Plan.
(s) “Option Agreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.
(t) “Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.
(u) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase Right.
(v) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.
(w) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(x) “Plan” means this 2001 Equity Plan.
(y) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.
(z) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.
(aa) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(bb) “Securities Act” means the Securities Act of 1933, as amended, and the regulations promulgated thereunder.
(cc) “Service Provider” means an Employee, Director or Consultant.
(dd) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.
(ee) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
(ff) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
| RUBICON TECHNOLOGY, INC. | -3- | 2001 EQUITY PLAN |
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum number of Shares which may be optioned or sold under the Plan is five hundred three thousand three hundred eighty-four (503,384) Shares. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares that have been issued pursuant to Options or Shares of Restricted Stock, are repurchased by the Company, such Shares shall become available for future grant under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.
(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.
(iv) Other Administration. Other than as provided above, the Plan shall be administered by an Administrator, in accordance with Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted hereunder;
(iii) to determine the number of Shares to be covered by each Option and Stock Purchase Right granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock
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Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted;
(vii) to provide for the repurchase of the Optionee’s Optioned Stock in the event the Optionee ceases to be a Service Provider;
(viii) to impose market stand off restrictions on Optionees for periods after the effective date of a registration statement filed under the Securities Act in connection with the Company’s underwritten public offering of its equity securities;
(ix) to require an Optionee, as a condition precedent to the exercise by an Optionee of an Option or Stock Purchase Right, to agree to be bound by the terms and conditions of a stockholders’ agreement, including but not limited to, that certain Stockholders’ Agreement dated as of February 16, 2001, by and between the Company and the Stockholders of the Company (as defined therein);
(x) to institute an Option Exchange Program;
(xi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
(xii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;
(xiii) to modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;
(xiv) to make such provisions and to take such steps as it may deem necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with any Option or Stock Purchase Right, including, but not limited to, the withholding of the issuance of all or any portion of the Shares subject to the Option or the Stock Purchase Right until the Optionee reimburses the Company for the amount required to be withheld with respect to such taxes, canceling any portion of the issuance of the Shares subject to an Option in an amount sufficient to reimburse the Company for such amount, deducting from the Optionee’s compensation an amount sufficient to reimburse the Company for such amount, or taking any other action reasonably required to satisfy the withholding obligation of the Company;
| RUBICON TECHNOLOGY, INC. | -5- | 2001 EQUITY PLAN |
(xv) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;
(xvi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator;
(xvii) to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights.
5. Eligibility. Non-qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6. Limitations.
(a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Non-qualified Stock Option. To the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary of the Company) exceeds the limit set forth in Section 422(d) of the Code, such Options shall be treated as Non-qualified Stock Options. For purposes of this Section 6(a) of the Plan, Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.
(b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall an Option or Stock Purchase Right interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship.
(c) The Administrator may impose limitations on the number of Options granted to a Service Provider in any fiscal year of the Company. Any limitations established pursuant to the preceding sentence shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 13 of the Plan. If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 13 of the Plan), the cancelled Option will be counted against the limits established pursuant to the first sentence of this paragraph. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.
| RUBICON TECHNOLOGY, INC. | -6- | 2001 EQUITY PLAN |
7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan.
8. Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be no less than the par value, if any, per Share and otherwise as determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
(ii) In the case of a Non-qualified Stock Option, the per Share exercise price shall be determined by the Administrator. In the case of a Non-qualified Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, to the extent allowable pursuant to Applicable Laws, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction.
(b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised.
(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
| RUBICON TECHNOLOGY, INC. | -7- | 2001 EQUITY PLAN |
(iv) other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than one (1) year on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;
(v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;
(vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s participation in any Company-sponsored deferred compensation program or arrangement;
(vii) any combination of the foregoing methods of payment; or
(viii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.
Unless otherwise provided in an Option Agreement, an Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.
| RUBICON TECHNOLOGY, INC. | -8- | 2001 EQUITY PLAN |
Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for one (1) year following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for one (1) year following the Optionee’s death. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.
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11. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or non-stock awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the Service Provider shall be entitled to purchase, the price to be paid, if any, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.
(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Service Provider’s service with the Company for any reason (including death or Disability). The terms and conditions of such repurchase option shall be determined by the Administrator.
(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator.
(d) Rights as a Stockholder. Except as otherwise set forth in a Restricted Stock Purchase Agreement, once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.
12. Non-Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, an Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such additional terms and conditions as the Administrator deems appropriate.
13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Option and Stock Purchase Right, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for 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 Common Stock, or any other increase or decrease in the number of issued Shares effected
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without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.
(c) Merger, Reorganization or Sale. In the event of any merger, consolidation, or similar reorganization of the Company with any other entity pursuant to which the holders of Shares surrender Shares (or the Shares are deemed converted) in exchange for other shares of capital stock or securities of the Company or another entity or the sale of substantially all of the assets of the Company, if each outstanding Option and Stock Purchase Right is not assumed or an equivalent option or right is not substituted by the successor corporation or a Parent or Subsidiary of the successor corporation, then the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph, the determination of whether the Option or Stock Purchase Right has been assumed or substituted shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
(d) Reservation of Rights. Except as provided in this Section 13 of the Plan, an Optionee shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of Shares subject to an Option or Stock Purchase Right. The grant of an Option or Stock Purchase Right pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.
| RUBICON TECHNOLOGY, INC. | -11- | 2001 EQUITY PLAN |
14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.
16. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Under no circumstances shall the Company be obligated to effect or maintain any registration under the Securities Act or other similar Applicable Laws.
(b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right 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.
17. Inability to Obtain Authority. The inability or failure of the Company to obtain authority from any regulatory body having jurisdiction (including, without limitation, effectiveness of a registration statement under the Securities Act), which authority is deemed by the Company’s counsel to be necessary to the lawful granting of Options or issuance and sale of any Shares pursuant to the exercise of an Option or Stock Purchase Right, shall not subject the Company to, and shall relieve the Company of, any liability in respect of the failure to grant such Option or issue or sell such Shares as to which such requisite authority shall not have been obtained.
18. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
| RUBICON TECHNOLOGY, INC. | -12- | 2001 EQUITY PLAN |
19. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board in the manner and to the degree required under Applicable Laws.
The 2001 Equity Plan was approved by the Board of Directors of the Company as of August 2, 2001 and by the stockholders of the Company as of August 2, 2001.
| RUBICON TECHNOLOGY, INC. | -13- | 2001 EQUITY PLAN |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/5/07 | None on these Dates | ||
| 8/2/01 | ||||
| 2/16/01 | ||||
| List all Filings | ||||