Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Cascade Systems, Inc. 86 498K
2: EX-3.1 Amended and Restated Certificate of Incorporation 33 88K
3: EX-3.2 Certificate of Amend. to Certificate of Incorp. 17 60K
4: EX-3.3 2nd Amend. and Restated Certificate of Inc. 12 45K
5: EX-3.4 Bylaws of the Registrant 17 56K
6: EX-3.5 Amended and Restated Bylaws of the Company 18 79K
7: EX-10.1 Second Amended 1994 Stock Option Plan 14 53K
8: EX-10.2 1997 Stock Incentive Plan 8 34K
9: EX-10.3 1997 Non-Employee Director Stock Option Plan 7 27K
10: EX-10.4 1997 Employee Stock Purchase Plan 7 29K
11: EX-10.5 License and Distribution Agreement 49 150K
12: EX-10.6 Source Code License Agreement 34 84K
13: EX-10.7 Lease, Dated February 27, 1996 59 177K
14: EX-10.8 Rights Agreement Dated July 25, 1994 33 122K
15: EX-10.9 Loan Agreement 36 131K
16: EX-11 Pro Forma Net Income Per Common Share 1 10K
17: EX-16 Letter, Dated September 16, 1997 2 10K
18: EX-21 Subsidiaries of the Registrant 1 7K
19: EX-23.2 Consent of Arthur Andersen LLP 1 7K
20: EX-27 Financial Data Schedule 1 10K
EXHIBIT 10.1
CASCADE SYSTEMS INCORPORATED
SECOND AMENDED 1994 STOCK OPTION PLAN
1. ESTABLISHMENT AND PURPOSE OF THE PLAN.
(a) Subject to the approval of its stockholders, Cascade Systems
Incorporated, a Delaware corporation, hereby adopts and establishes a stock
option plan to be known as the "Cascade Systems Incorporated Second Amended 1994
Stock Option Plan", as amended March 22, 1996.
(b) The purpose of this Plan is to advance the interests of the Company and
its stockholders by affording Eligible Participants (as defined herein), upon
whose judgment, initiative and efforts the Company is largely dependent, an
opportunity for investment in the Company. It is anticipated that the
acquisition of an interest in the Company will provide those persons with
further incentives for maintaining their relationship with the Company and
increasing their efforts on behalf of the Company.
(c) This Plan will become effective on the date of its adoption by the
Board, provided this Plan is approved by the stockholders of the Company
(excluding shares of Stock issued by the Company pursuant to the exercise of
Options granted under this Plan) within twelve (12) months before or after that
date. If this Plan is not so approved by the stockholders of the Company within
that twelve (12) month period of time, any Options granted under this Plan will
be rescinded and will be void. This Plan will remain in effect until the tenth
(10th) anniversary of the date of its adoption by the Board or its approval by
the stockholders of the Company, whichever is earlier, unless it is terminated
earlier pursuant to section 10 of this Plan. This Plan will be governed by, and
construed in accordance with, the laws of the State of Delaware.
2. CERTAIN DEFINITIONS.
Unless the context otherwise requires, the defined terms set forth in
EXHIBIT A attached hereto and incorporated herein (together with other
capitalized terms defined elsewhere in this Plan) will govern the construction
of this Plan, and of all Option Agreements entered into pursuant to this Plan.
3. ELIGIBILITY.
The Company may grant Options under this Plan only to persons who are
Eligible Participants as of the time of such grant. Subject to the provisions of
sections 4(d), 5 and 6 of this Plan, there is no limitation on the number of
Options that may be granted to an Eligible Participant.
4. ADMINISTRATION.
(a) COMMITTEE. The Committee, if appointed by the Board, will administer
and interpret this Plan. Upon a First Public Offering, the Board will decide
whether to appoint a Committee, if the Board has not already done so, or if such
a committee has already been appointed, whether to change the composition of the
Committee such that it is comprised entirely of Disinterested Directors. If the
Board, in its discretion, does not appoint a Committee, the Board itself will
administer and interpret this Plan and, without limiting the authority of the
Board under the Company's certificate of incorporation and by-laws generally,
take such other actions as the Committee is authorized to take hereunder.
(b) DISCRETION OF COMMITTEE. The Committee will have full and final
authority in its discretion, subject to the specific limitations on that
discretion as are set forth herein, at any time and from time to time: (i) to
select and approve the persons, from among the Eligible Participants, to whom
Options will be granted; (ii) to grant to any person so selected one or more
Options to purchase that number of shares of Option Stock as the Committee may
determine, subject to the limitations specifically set forth in this Plan; (iii)
with respect to each such Option, to determine the Option Price, Vesting
Period(s), Expiration Date and/or Option Term and other matters to be determined
by the Committee as specified under this Plan; and (iv) to delegate all or a
portion of its authority under subsections (i), (ii) and (iii) of this section
4(b) to one or more directors of the Company who are executive officers of the
Company, but only in connection with Options granted to Eligible Participants
who are not Section 16 Participants, and subject to such restrictions and
limitations (such as the maximum aggregate number of shares of Option Stock
called for by such Options that may be granted) as the Committee may decide to
impose on such delegate directors.
(c) INTERPRETATION. Subject to the express terms and conditions hereof, the
Committee is authorized to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to this Plan, and to make all other
determinations necessary or advisable for its administration.
(d) DESIGNATION OF OPTIONS. The Committee will designate each Option
granted hereunder either as an ISO or as an NQO. To the extent that the Fair
Market Value (determined at the time the Option is granted) of Stock with
respect to which all ISOs are exercisable for the first time by any individual
during any calendar year (pursuant to this Plan and all other plans of the
Company and/or its Subsidiaries) exceeds $100,000, the Option will be treated as
an NQO. Notwithstanding the general eligibility provisions of section 3 hereof,
the Committee may grant ISOs only to persons who are employees of the Company
and/or its Subsidiaries.
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(e) OPTION AGREEMENTS. Options will be deemed granted hereunder only upon
the execution of an Option Agreement by the Optionee and a duly authorized
officer of the Company. Options will not be deemed granted hereunder merely upon
the authorization thereof by the Committee.
5. SHARES RESERVED FOR OPTIONS.
(a) OPTION POOL. The aggregate number of shares of Option Stock that may be
issued pursuant to the exercise of Options granted under this Plan will not
exceed One Million, Two Hundred Fifteen Thousand Seven Hundred Twenty
(1,215,720) shares (the "Option Pool"), provided that the foregoing number will
be increased by the number of shares of Option Stock that the Company
subsequently may reacquire through repurchase or otherwise. To the extent any
portion of an Option remains unexercised upon its expiration or termination, the
shares of Option Stock called for thereunder (i.e., shares that were never
purchased by the Optionee) will be deemed not to have been issued for purposes
of computing the number of shares of Option Stock remaining in the Option Pool
that are available for issuance pursuant to future Options granted hereunder.
(b) ADJUSTMENTS UPON CHANGES IN STOCK. In the event of any change in the
outstanding Stock of the Company as a result of a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification,
appropriate proportionate adjustments will be made in: (i) the aggregate number
of shares of Option Stock in the Option Pool that may be issued pursuant to the
exercise of Option granted hereunder; (ii) the Option Price and the number of
shares of Option Stock called for in each outstanding Option granted hereunder;
and (iii) other rights and matters determined on a per share basis under this
Plan or any Option Agreement evidencing an outstanding Option granted hereunder.
Any such adjustments will be made only by the Board, and when so made will be
effective, conclusive and binding for all purposes with respect to this Plan and
all Options then outstanding. No such adjustments will be required by reason of
the issuance or sale by the Company for cash or other consideration of
additional shares of its Stock or securities convertible into or exchangeable
for shares of its Stock.
6. TERMS OF STOCK OPTION AGREEMENTS.
Each Option granted pursuant to this Plan will be evidenced by an Option
Agreement between the Company and the Eligible Participant to whom that Option
is granted, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan. Without limiting the foregoing, each
Option Agreement will specify, or will be deemed to include (unless otherwise
stated therein), the following terms and conditions:
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(a) OPTION PRICE. Each Option Agreement will specify the Option Price to be
paid by the Optionee to the Company for the exercise of the Option and the
acquisition of Option Stock called for thereunder. The Option Price will be
fixed by the Committee in its discretion, provided that in any event: (i) in the
case of an ISO, the Option Price will be greater than or equal to the Fair
Market Value (or, in case the Optionee is a 10% Stockholder, one hundred ten
percent (110%) of such Fair Market Value) of the Option Stock as of the Grant
Date; and (ii) in the case of an NQO, the Option Price will be greater than or
equal to eighty-five percent (85%) of the Fair Market Value of the Option Stock
as of the Grant Date.
(b) VESTING PERIODS. Each Option Agreement will specify the period or
periods of time ("Vesting Periods") only AFTER WHICH the Option or portion
thereof becomes a Vested Option (i.e., becomes exercisable with respect to all
or a portion of the total number of shares of Option Stock called for
thereunder). Vesting Periods will be fixed, accelerated or shortened by the
Committee in its discretion, provided that in any event: (i) no Vesting Period
will be longer than five (5) years from the Grant Date; (ii) in the case of an
Option that has multiple Vesting Periods corresponding to portions of the
Option, such portions corresponding to not less than twenty percent (20%) of the
shares of Option Stock called for under the Option will become Vested Options,
on a cumulative basis, as of the first and each subsequent anniversary of the
Grant Date; (iii) the Vesting Period of an Option granted to a Section 16
Participant will be at least six (6) months from the Grant Date; and (iv) no
Option or portion thereof that is not already a Vested Option as of the date
that the original holder of the Option ceases (for any reason) to be an Eligible
Participant, will become a Vested Option thereafter. Unless otherwise determined
by unanimous vote of the Board of Directors, Options granted hereunder shall
vest over a period of not less than forty-eight (48) months, with the first
vesting date to occur after twelve (12) months; provided, however, that the
Board may permit Options for up to 250,000 Option Shares to founders and
directors of the Company, with vesting to occur quarterly over a period of
forty-eight (48) months.
(c) TERMINATION OF THE OPTION. Each Option Agreement will specify, in
addition to the Vesting Periods, the last date (the "Expiration Date") on which
the Option granted therein may be exercised. Any Expiration Date may be
expressed in terms of the maximum period of time, measured from the Grant Date,
during which the Option may be exercised (the "Option Term"). The Expiration
Date and/or
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Option Term will be fixed by the Committee in its discretion, provided that in
any event:
(i) the Expiration Date may not be later than, and the Option
Term may not be longer than, ten (10) years (or, in case the Optionee
is a 10% Stockholder, five (5) years) from the Grant Date; and
(ii) the Option will terminate, to the extent not previously
exercised, PRIOR TO the Expiration Date or end of the Option Term, (A)
thirty (30) days after the date that the original holder of that
Option ceases to be an Eligible Participant for any reason, other than
by reason of death or Disability, and (B) twelve (12) months after the
date that the original holder of that Option ceases to be an Eligible
Participant by reason of his or her death or Disability.
(d) EXERCISE OF THE OPTION. Vested Options may be exercised by giving
written notice thereof to the Company, on such form as may be specified by the
Committee, if any, but in any event stating the number of full shares of Option
Stock to be purchased and giving such assurances of the Optionee's investment
intent as the Company may require to ensure that the transaction complies in all
respects with the requirements of the 1933 Act and other applicable securities
laws. The notice of exercise will be accompanied by full payment of the Option
Price for the number of shares of Option Stock to be purchased, in United States
dollars, in cash, by check made payable to the Company, or in the form of such
other legal consideration for the purchase of Stock as may be approved by the
Committee, in its discretion. In addition, if the Option being exercised is an
NQO, as a condition to that exercise, the Optionee will tender to the Company
the amount of the applicable Tax Withholding Liability in connection with that
exercise, in cash, by check made payable to the Company, or in the form of such
other payment as may be approved by the Committee, in its discretion.
(e) OPTIONS NONTRANSFERABLE. No Option will be transferable by the Optionee
otherwise than by will or the laws of descent and distribution. During the
lifetime of the Optionee, the Option will be exercisable only by him or her.
(f) BUSINESS COMBINATIONS. Notwithstanding any other provision of this
Plan, in the event of a Business Combination, the Board, in its sole discretion,
may determine that it is in the best interests of the Company, and if so may
take all appropriate action, either to: (i) cancel all outstanding Options
granted hereunder effective as of the consummation of the Business Combination
and, either (A) notify holders of Vested Options of the proposed Business
Combination reasonably prior to its consummation so that those holders will have
an opportunity to exercise that portion of each outstanding Option that is a
Vested Option immediately prior to such consummation, or (B) make a payment to
the Optionee equal to the amount, if any,
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by which the Fair Market Value per share of the Option Stock called for under
such Vested Option exceeds the Option Price, multiplied by the number of shares
of Option Stock subject to the Vested Option, such payment to be made either in
cash or in Stock having a Fair Market Value as of the date of issuance equal to
such excess amount; or (ii) require the successor corporation (including in the
case of a Business Combination involving a sale of all or substantially all of
the assets of the Company, the corporation acquiring such assets) to assume the
outstanding Options or substitute therefor comparable options of such successor
corporation or a parent or Subsidiary of such successor corporation.
(g) OPTION OF FIRST REFUSAL. Unless otherwise determined by unanimous vote
of the Board of the Directors, each Option Agreement shall include a provision
granting the Company an option of first refusal on the transfer of Option Stock.
Each certificate representing shares of Option Stock shall bear a legend
consistent with the existence of such option of first refusal.
(h) COMPLIANCE WITH LAW. Notwithstanding any other provision of this Plan,
Options may be granted pursuant to this Plan, and Option Stock may be issued
pursuant to the exercise thereof by an Optionee, only after and on the condition
that there has been compliance with all applicable federal and state securities
laws. The Company will not be required to list, register or qualify any shares
of Option Stock upon any securities exchange, under any state or federal law, or
with the Securities and Exchange Commission or any State agency, or secure the
consent or approval of any governmental regulatory authority, except that if at
any time the Board determines, in its discretion, that such listing,
registration or qualification of the shares of Option Stock, or any such consent
or approval, is necessary or desirable as a condition of or in connection with
the exercise of an Option and the purchase of shares of Option Stock thereunder,
that Option may not be exercised, in whole or in part, unless and until such
listing, registration, qualification, consent or approval is effected or
obtained free of any conditions that are not acceptable to the Board, in its
discretion. However, the Company will seek to register or qualify with, or as
may be provided by applicable local law, file for and secure an exception from
such registration or qualification requirements from, the applicable securities
administrator and other officials of each jurisdiction in which an Eligible
Participant would be granted an Option hereunder prior to such grant. The
Transfer of any shares of Option Stock requires full compliance with the
provisions of all applicable laws.
(i) ADDITIONAL RESTRICTIONS ON TRANSFER; INVESTMENT INTENT. By accepting an
Option and/or Option Stock under this Plan, the Optionee will be deemed to
represent, warrant and agree that, unless a registration statement is in effect
with respect to the sale of shares of Option Stock: (A) those shares are not
freely tradable and must be held indefinitely unless such shares are either
registered under the 1933 Act or an exemption from such registration is
available; (B) the Company is under no obligation to register those shares of
Option Stock; (C) upon exercise of that Option,
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the Optionee will purchase the shares of Option Stock for his or her own account
and not with a view to distribution within the meaning of the 1933 Act, other
than as may be effected in compliance with the 1933 Act and the rules and
regulations promulgated thereunder; (D) no one else will have any beneficial
interest in the Option Stock; and (E) the Optionee has no present intention of
disposing of the Option Stock at any particular time.
(j) STOCK CERTIFICATES. Certificates representing the shares of Option
Stock issued pursuant to the exercise of Options will bear all legends required
by law and necessary or appropriate in the Committee's discretion to effectuate
the provisions of this Plan. The Company may place a "stop transfer" order
against shares of Option Stock until full compliance with all restrictions and
conditions set forth in this Plan and in the legends referred to in this section
6(j).
(k) MARKET STANDOFF. To the extent requested by the Company and any
underwriter of securities of the Company in connection with a firm commitment
underwriting, the holder of any shares of Option Stock will: (i) not sell or
otherwise Transfer any such shares not included in such underwriting, or not
previously registered pursuant to a registration statement filed under the 1933
Act, during the one hundred eighty (180) day period following the effective date
of the registration statement filed with the Securities and Exchange Commission
in connection with such offering; and (ii) execute such instruments as such
underwriter may reasonably require to evidence compliance with this section
6(k).
(l) NOTICES. Any notice to be given to the Company under the terms of an
Option Agreement will be addressed to the Company at its principal executive
office, Attention: Corporate Secretary, or at such other address as the Company
may designate in writing. Any notice to be given to an Optionee will be
addressed to him or her at the address provided to the Company by the Optionee.
Any such notice will be deemed to have been duly given if and when enclosed in a
properly sealed envelope, addressed as aforesaid, certified and deposited,
postage and certification fee prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service.
(m) OTHER PROVISIONS. The Option Agreement may contain such other terms,
provisions and conditions, including restrictions on the transfer of Option
Stock issued upon exercise of any Options, and rights of the Company to
repurchase shares of Option Stock, not inconsistent with this Plan, as may be
determined by the Committee in its sole discretion.
7. COVENANTS OF OPTIONEE.
At the discretion of the Committee, the person to whom an Option is
granted, as a condition to such grant, may be required to execute and deliver to
the Company,
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a confidential information agreement approved by the Committee. Nothing
contained in this Plan, any Option Agreement or in any other agreement executed
in connection with the granting of an Option under this Plan, except as
expressly stated herein or therein, will confer upon any Optionee any right with
respect to the continuation of his or her status as an employee of, consultant
or independent contractor to, or director of the Company and/or its
Subsidiaries.
8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions and within the limitations of this
Plan, the Committee may modify, extend or renew outstanding Options granted
under this Plan, or accept the surrender of outstanding Options (to the extent
not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised). Notwithstanding
the foregoing, however, no modification of any Option will, without the consent
of the Optionee, alter or impair any rights or obligations under any outstanding
Option.
9. AMENDMENT AND DISCONTINUANCE.
The Board may amend, suspend or discontinue this Plan at any time or from
time to time; provided that no action of the Board will cause ISOs granted under
this Plan not to comply with Section 422 of the Code unless the Board
specifically declares such action to be made for that purpose and provided
further that no such action may, without the approval of the stockholders of the
Company, materially increase (other than by reason of an adjustment pursuant to
section 5(b) hereof) the maximum aggregate number of shares of Option Stock in
the Option Pool, materially increase the benefits accruing to Eligible
Participants, or materially modify the category of, or eligibility requirements
for, persons who are Eligible Participants. However, no such action may alter or
impair any Option previously granted under this Plan without the consent of the
holder thereof.
10. PLAN COMPLIANCE WITH RULE 16B-3.
With respect to Section 16 Participants, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its successor
provisions under the 1934 Act. To the extent any provision of this Plan or
action by the Committee in administering this Plan fails so to comply, such
provision or action will be deemed null and void, to the extent permitted by law
and deemed advisableby the Committee.
11. INFORMATION PROVIDED BY COMPANY.
Prior to a First Public Offering: (a) the Company annually will make
available to each Optionee the Company's financial statements (which statements
need not be
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audited); and (b) at the discretion of the Board, each such Optionee (and any
investment advisers to whom the Optionee proposes to make such information
available) may be required to sign an agreement prohibiting disclosure or use of
such financial information for any purpose whatsoever (other than determining
whether to exercise an Option).
12. COPIES OF PLAN.
A copy of this Plan will be delivered to each Optionee at or before the
time he or she executes an Option Agreement.
* * *
Date Plan Adopted by Board of Directors: December 30, 1994; Second Amended Plan
approved March 21, 1996
Date Plan Approved by Stockholders: March 14, 1995; Seconded Amended Plan
approved on March 22, 1996
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CASCADE SYSTEMS INCORPORATED
SECOND AMENDED 1994 STOCK OPTION PLAN
EXHIBIT A
DEFINITIONS
1. "10% Stockholder" means a person who owns, either directly or indirectly by
virtue of the ownership attribution provisions set forth in Section 424(d) of
the Code at the time he or she is granted an Option, stock possessing more than
ten percent (10%) of the total combined voting power or value of all classes of
stock of the Company and/or of its Subsidiaries.
2. "1933 Act" means the Securities Act of 1933, as amended.
3. "1934 Act" means the Securities Exchange of 1934, as amended.
4. "Board" means the Board of Directors of the Company.
5. "Business Combination" means a transaction resulting in the sale of all
or substantially all of the assets of the Company, or a merger or consolidation
or other reorganization in which the Company is not the surviving corporation,
or in which the Company becomes a subsidiary of another corporation, unless at
least sixty-six and two-thirds percent (66.67%) of the outstanding voting
securities of the surviving or parent corporation, as the case may be,
immediately following such transaction are beneficially held by such persons and
entities in the same proportion as such persons and entities beneficially held
the outstanding voting securities of the Company immediately prior to such
transaction.
6. "Called for under an Option," or words to similar effect, means issuable
pursuant to the exercise of an Option.
7. "Code" means the Internal Revenue Code of 1986, as amended (references
herein to Sections of the Code are intended to refer to Sections of the Code as
enacted at the time of the Plan's adoption by the Board and as subsequently
amended, or to any substantially similar successor provisions of the Code
resulting from recodification, renumbering or otherwise).
8. "Committee" means a committee of two or more members of the Board,
appointed by the Board, to administer and interpret the Plan; provided that the
term
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"Committee" will refer to the Board during such times as no Committee is
appointedby the Board.
9. "Company" means Cascade Systems Incorporated, a Delaware corporation.
10. "Disability" means "permanent and total disability" within the meaning of
Section 22(e)(3) of the Code.
11. "Disinterested Director" means a member of the Board who is not during the
period of one year prior to his or her service as an administrator of the Plan,
or for the period since the effective date of the Registration Statement in
connection with the first public offering, whichever is shorter, or during the
period of such service, granted or awarded Stock, options to acquire Stock, or
similar equity securities of the Company under the Plan or any similar plan of
the Company, except to the extent any such grant or award would not disqualify
that individual from being "a disinterested person" for purposes of Rule 16b-3
(or its successor provisions) under the 1934 Act, as set forth in subparagraphs
(A) through (D) or paragraph (c)(2)(i) of that rule.
12. "Eligible Participant" means a person who, at a particular time, is an
employee, officer, consultant, independent contractor and/or director of the
Company and/or any of its Subsidiaries.
13. "Expiration Date" means the last date on which an Option granted under the
Plan may be exercised as specified in the Option Agreement evidencing that
Option, which date may be expressed in terms of an Option Term measured from the
Grant Date, subject to the provisions of section 6(c) of the Plan.
14. "Fair Market Value" means, with respect to the Stock and as of the date an
Option is granted hereunder, the market price per share of such Stock determined
by the Committee, consistent with the requirements of Section 422 of the code
and to the extent consistent therewith, as follows:
(a) If the Stock was traded on a stock exchange on the date in
question, then the Fair Market Value will be equal to the closing price reported
by the applicable composite-transactions report for such date;
(b) If the Stock was traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value will
be equal to the last-transaction price quoted by the NASDAQ system for such
date;
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(c) If the Stock was traded over-the-counter on the date in question
but was not classified as a national market issue, then the Fair Market Value
will be equal to the mean between the last reported representative bid and asked
prices quoted by the NASDAQ system for such date; and
(d) If none of the foregoing provisions is applicable, then the Fair
Market Value will be determined by the Committee in good faith on such basis as
it deems appropriate.
15. "First Public Offering" means the closing of the first sale of Stock to the
public, through a firm commitment underwriting, for an aggregate price of at
least five million dollars ($5,000,000), pursuant to an effective registration
statement filed with the Securities and Exchange Commission under the 1933 Act.
16. "Grant Date" means, with respect to an Option, the date on which the Option
Agreement evidencing that Option is entered into between the Company and the
Optionee, or such later date as may be set forth in that Option Agreement as the
"Grant Date" which will be the effective date of that Option Agreement.
17. "ISO" has the same meaning as "incentive stock option," as defined in
Section 422 of the Code.
18. "Non-employee Director" means a member of the Board who is not an employee
of the Company or its Subsidiaries.
19. "NQO" means any option granted under the Plan whether designated by the
Committee as a "non-qualified stock option," a "non-statutory stock option" or
otherwise, other than an option designated by the Committee as an ISO.
20. "Option" means an option granted pursuant to the Plan entitling the
Optionee to acquire shares of Option Stock issued by the Company pursuant to the
valid exercise of the option.
21. "Optionee" means an Eligible Participant to whom an Option is granted
hereunder, and any transferee thereof pursuant to a Transfer authorized under
the Plan, during the Option Term and prior to the exercise in full or expiration
of the Option.
22. "Option Agreement" means a written agreement between the Company and an
Optionee to evidence an Option granted under the Plan, setting forth the terms
and conditions thereof, in form and substance satisfactory to the Committee in
its sole discretion, consistent with the Plan.
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23. "Option Pool" means, at any given time, the maximum number of shares of
Option Stock that are issuable pursuant to the exercise of Options granted under
the Plan, as provided in section 5.
24. "Option Price" with respect to any particular Option means the exercise
price at which the Optionee may acquire each share of the Option Stock called
for under such Option.
25. "Option Stock" means Stock issued or issuable by the Company pursuant to
the valid exercise of an Option.
26. "Option Term" means, with respect to any Option granted under the Plan, the
maximum period or term during which that Option is exercisable as specified in
the Option Agreement evidencing that Option, ending on the Expiration Date,
subject to the provisions of section 6(c) of the Plan.
27. "Plan" means the Second Amended 1994 Stock Option Plan of the Company.
28. "Section 16 Participant" means an Eligible Participant who, at the time an
Option is granted to him or her, is subject to the reporting and liability
provisions of Section 16 of the 1934 Act, and the rules and regulations
thereunder, by virtue of the fact that the Company has registered a class of
equity securities under Section 12 of the 1934 Act.
29. "Stock" means shares of the Company's Common Stock, $0.001 par value.
30. "Subsidiary" has the same meaning as "subsidiary corporation" as defined in
Section 424(f) of the Code.
31. "Tax Withholding Liability" in connection with the exercise of any NQO
means all federal and state income taxes, social security tax, and any other
taxes applicable to the compensation income arising from the transaction
required by applicable law to be withheld by the Company.
32. "Transfer," with respect to Option Stock, includes, without limitation, a
voluntary or involuntary sale, assignment, transfer, conveyance, pledge,
hypothecation, encumbrance, disposal, loan, gift, attachment or levy of that
Option Stock, including without limitation an assignment for the benefit of
creditors of the Optionee, a transfer by operation of law, such as a transfer by
will or under the laws of descent and distribution, an execution of judgment
against that Option Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to any decree of divorce,
dissolution or separate maintenance, any property settlement, any separation
agreement or any other agreement with a spouse (except for estate planning
purposes) under which a part or all of the shares of that
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Option Stock are transferred or awarded to the spouse of the Optionee or are
required to be sold; or a transfer resulting from the filing by the Optionee of
a petition for relief, or the filing of any involuntary petition against the
Optionee, under the bankruptcy laws of the United States or of any other nation.
33. "Vested Option" means, at any given date, that portion of an outstanding
Option that is currently exercisable by the Optionee with respect to all or a
portion of the shares of Option Stock called for under that Option, pursuant to
the Vesting Period and the other terms and conditions set forth in the Option
Agreement evidencing the Option.
34. "Vesting Period" has the meaning set forth in section 6(b) of the Plan.
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/24/97 | | | | | | | None on these Dates |
| | 3/22/96 | | 1 | | 9 |
| | 3/21/96 | | 9 |
| | 3/14/95 | | 9 |
| | 12/30/94 | | 9 |
| List all Filings |
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Filing Submission 0000950135-97-003928 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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