terminated in contemplation of, or within one
year after, the change of control, the option fully vests. For
these purposes, a change of control means:
the purchase or acquisition by any person, entity
or group of beneficial ownership of 20% or more of the
then-outstanding shares of our common stock or of the combined
voting power to elect the board of directors;
a change in a majority of the members of the
board of directors in place at the date of effectiveness of this
plan, unless any such change is approved by a majority of such
remaining original board members; or
the liquidation, dissolution, sale of all or
substantially all of our assets, or a merger, reorganization or
consolidation, under circumstances whereby the stockholders
immediately prior to such transaction do not own more than 50%
of the common stock and combined voting power of the successor
corporation immediately after such transaction.
Awards granted under this plan are generally not
transferable by the participant except by law, will or the laws
of descent and distribution, or by permission of the committee.
In addition, each option is exercisable, during the lifetime of
the participant, only by the participant. Options generally must
be exercised prior to termination of employment, except that
options may be exercised up to 30 days after any
termination without cause, to the extent that the participant
was entitled to exercise the options on the date of termination.
In the case of termination of employment on account of
disability, any options exercisable on the date of termination
may be exercised within 12 months after the date of
termination. In the event of death during employment or within
30 days after termination due to disability, options may be
exercised by the participants legatee, personal
representative or distributee within one year after death.
However, in no event may an option be exercised later than the
earlier of the expiration of the term of the option or ten years
from the date of the grant of the option.
Payment of awards may be made in the form of
cash, stock or any combination of cash or stock as determined by
the committee. In addition, payments may be deferred, and
dividends or dividend equivalent rights may be extended to and
made a part of any award denominated in stock or units of stock,
in accordance with such terms, conditions or restrictions as the
committee may establish. Participants may also be offered an
election to substitute an award for another award or awards of
the same or different type.
The price at which shares of stock may be
purchased under a stock option must be paid in cash at the time
of exercise, or, at the discretion of the committee, by the
tender of stock or another award, or through a cashless exercise
whereby a portion of the proceeds from the sale of the option
shares is paid to us in satisfaction of the exercise price.
The plan will terminate in March 2012 unless our
board of directors terminates it sooner.
As of March 31, 2004, options to purchase
4,049,500 shares of common stock were outstanding and
exercisable at a weighted average price of $1.69 per share
under the 2002 Stock Incentive Plan.
2002 Non-Employee Directors Stock
Our 2002 Non-Employee Directors Stock Plan
was adopted by our board of directors in February 2002 and our
stockholders in March 2002. The total number of shares that may
be issued under this plan is 300,000, plus the aggregate number
of shares otherwise available for grant under the 2002 Stock
Incentive Plan at the time of any stock option award under this
plan. As described above, if we issue over 300,000 shares under
this plan, it will reduce the amount available for issuance
under this plan by the amount of any such excess.
This plan seeks to strengthen the alignment of
interests between our non-employee directors and our
stockholders by allowing participants to voluntarily elect to
convert all or a portion of their