Attached files
file | filename |
---|---|
8-K - FORM 8-K - SMITH & WESSON BRANDS, INC. | c22800e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - SMITH & WESSON BRANDS, INC. | c22800exv99w1.htm |
EX-10.92 - EXHIBIT 10.92 - SMITH & WESSON BRANDS, INC. | c22800exv10w92.htm |
EX-10.91 - EXHIBIT 10.91 - SMITH & WESSON BRANDS, INC. | c22800exv10w91.htm |
EX-10.24(A) - EXHIBIT 10.24(A) - SMITH & WESSON BRANDS, INC. | c22800exv10w24xay.htm |
Exhibit
10.93
SMITH & WESSON HOLDING CORPORATION
2011 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide incentive for present and future employees
of the Company and any Designated Subsidiary to acquire a proprietary interest (or increase an
existing proprietary interest) in the Company through the purchase of Common Stock. It is the
Companys intention that the Plan qualify as an employee stock purchase plan under Section 423 of
the Code. Accordingly, the provisions of the Plan shall be administered, interpreted and construed
in a manner consistent with the requirements of that section of the Code.
2. Definitions.
(a) Applicable Percentage means the percentage specified in Section 8, subject to adjustment
by the Committee as provided in Section 8.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder, and successor provisions and regulations thereto.
(d) Committee means the committee appointed by the Board to administer the Plan as described
in Section 13 of the Plan or, if no such Committee is appointed, the Board.
(e) Common Stock means the Companys common stock, par value $.001 per share.
(f) Company means Smith & Wesson Holding Corporation, a Nevada corporation.
(g) Compensation means, with respect to each Participant for each pay period, all regular
straight time gross earnings paid to such Participant by the Company or a Designated Subsidiary.
Except as otherwise determined by the Committee, Compensation shall not include: (i) commissions,
(ii) payments for overtime, (iii) shift premium, (iv) incentive compensation, (v) incentive
payments, (vi) bonuses, and (vii) other compensation.
(h) Continuous Status as an Employee means the absence of any interruption or termination of
service as an Employee. Continuous Status as an Employee shall not be considered interrupted in
the case of a leave of absence agreed to in writing by the Company or the Designated Subsidiary
that employs the Employee, provided that such leave is for a period of not more than 90 days or
reemployment upon the expiration of such leave is guaranteed by contract or statute.
(i) Designated Subsidiaries means the Subsidiaries that have been designated by the Board
from time to time in its sole discretion as eligible to participate in the Plan.
(j) Employee means any person, including an Officer, whose customary employment with the
Company or one of its Designated Subsidiaries is at least 20 hours per week and more than five
months in any calendar year.
(k) Entry Date means the first day of each Exercise Period.
(l) Exchange Act means the Securities Exchange Act of 1934, as amended.
(m) Exercise Date means the last Trading Day ending on or before the March 31 or September
30, as applicable, immediately following the First Offering Date, and the last Trading Day ending
on or before each March 31 or September 30 thereafter.
(n) Exercise Period means, for any Offering Period, each period commencing on the Offering
Date and on the day after each Exercise Date, and terminating on the immediately following Exercise
Date.
1
(o) Exercise Price means the price per share of Common Stock offered in a given Offering
Period determined as provided in Section 8.
(p) Fair Market Value means, with respect to a share of Common Stock, the Fair Market Value
as determined under Section 7(b).
(q) First Offering Date means April 1, 2012; provided, however, that if the offering period
under the Companys 2001 Employee Stock Purchase Plan, as amended (the Prior Plan) ends prior to
March 31, 2012, the First Offering Date shall mean the April 1 or October 1, as applicable,
immediately following the end of the offering period under the Prior Plan.
(r) Offering Date means the first Trading Day of each Offering Period; provided, that in the
case of an individual who becomes eligible to become a Participant under Section 3 after the first
Trading Day of an Offering Period, the term Offering Date shall mean the first Trading Day of the
Exercise Period coinciding with or next succeeding the day on which that individual becomes
eligible to become a Participant. Options granted after the first day of an Offering Period will
be subject to the same terms as the options granted on the first Trading Day of such Offering
Period except that they will have a different grant date (thus, potentially, a different exercise
price) and, because they expire at the same time as the options granted on the first Trading Day of
such Offering Period, a shorter term.
(s) Offering Period means, subject to adjustment as provided in Section 4, (i) with respect
to the first Offering Period, the period beginning on the First Offering Date and ending on
September 30 or March 31, as applicable, which is 12 months thereafter, and (ii) with respect to
each Offering Period thereafter, the period beginning on April 1 or October 1, as applicable,
immediately following the end of the previous Offering Period and ending on September 30 or March
31, as applicable, which is 12 months thereafter.
(t) Officer means a person who is an officer of the Company within the meaning of Section 16
under the Exchange Act and the rules and regulations promulgated thereunder.
(u) Participant means an Employee who has elected to participate in the Plan by filing an
enrollment agreement with the Company as provided in Section 5 of the Plan.
(v) Plan shall mean this 2011 Employee Stock Purchase Plan.
(w) Plan Contributions means, with respect to each Participant, the after-tax payroll
deductions withheld from the Compensation of the Participant and contributed to the Plan for the
Participant as provided in Section 6 of the Plan.
(x) Subsidiary shall mean any corporation, domestic or foreign, of which the Company owns,
directly or indirectly, 50% or more of the total combined voting power of all classes of stock, and
that otherwise qualifies as a subsidiary corporation within the meaning of Section 424(f) of the
Code.
(y) Trading Day shall mean a day on which the national stock exchanges and the Nasdaq system
are open for trading.
3. Eligibility.
(a) Any Employee who is an Employee as of the Offering Date of a given Offering Period shall
be eligible to participate in such Offering Period under the Plan, subject to the requirements of
Section 5(a) and the limitations imposed by Section 423(b) of the Code; provided, however, that any
Employee who is an Employee as of the First Offering Date shall be eligible to become a Participant
as of such First Offering Date; and further provided, however, that eligible Employees may not
participate in more than one Offering Period at a time.
(b) Notwithstanding any provision of the Plan to the contrary, no Participant shall be granted
an option under the Plan (i) to the extent that if, immediately after the grant, such Employee (or
any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the
Code) would own stock and/or hold outstanding options to purchase stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) to the extent that his or her rights to
2
purchase stock under all employee stock purchase plans of the Company and its Subsidiaries
intended to qualify under Section 423 of the Code to accrue at a rate which exceeds $25,000 of fair
market value of stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.
4. Offering Periods. The Plan shall generally be implemented by a series of Offering Periods.
The first Offering Period shall commence on the First Offering Date and end on March 31 or
September 30, as applicable, which is 12 months thereafter, and succeeding Offering Periods shall
commence on October 1 or April 1, as applicable, immediately following the end of the previous
Offering Period and end on March 31 or September 30, as applicable, which is 12 months thereafter.
If, however, the Fair Market Value of a share of Common Stock on any Exercise Date (except the
final scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a
share of Common Stock on the Offering Date, then the Offering Period in progress shall end
immediately following the close of trading on such Exercise Date, and a new Offering Period shall
begin on the next subsequent April 1 or October 1, as applicable, and shall extend for a 12 month
period ending on September 30 or March 31, as applicable. Subsequent Offering Periods shall
commence on the April 1 or October 1, as applicable, immediately following the end of the previous
Offering Period and shall extend for a 12 month period ending on September 30 or March 31, as
applicable. The Committee shall have the power to make other changes to the duration and/or the
frequency of Offering Periods with respect to future offerings if such change is announced at least
five days prior to the scheduled beginning of the first Offering Period to be affected and the
Offering Period does not exceed 12 months.
5. Election to Participate.
(a) An eligible Employee may elect to participate in the Plan commencing on any Entry Date by
completing an enrollment agreement on the form provided by the Company and filing the enrollment
agreement with the Company on or prior to such Entry Date, unless a later time for filing the
enrollment agreement is set by the Committee for all eligible Employees with respect to a given
offering. The enrollment agreement shall set forth the percentage of the Participants
Compensation that is to be withheld by payroll deduction pursuant to the Plan.
(b) Except as otherwise determined by the Committee under rules applicable to all
Participants, payroll deductions for a Participant shall commence on the first payroll date
following the Entry Date on which the Participant elects to participate in accordance with Section
5(a) and shall end on the last payroll date in the Offering Period, unless sooner terminated by the
Participant as provided in Section 11.
(c) Unless a Participant elects otherwise prior to the last Exercise Date of an Offering
Period, including the last Exercise Date prior to termination in the case of an Offering Period
terminated by operation of the rule contained in Section 4 hereof, such Participant shall be deemed
(i) to have elected to participate in the immediately succeeding Offering Period (and, for purposes
of such Offering Period such Participants Entry Date shall be deemed to be the first day of such
Offering Period) and (ii) to have authorized the same payroll deduction for such immediately
succeeding Offering Period as was in effect for such Participant immediately prior to the
commencement of such succeeding Offering Period.
6. Participant Contributions.
(a) Except as otherwise authorized by the Committee pursuant to Section 6(d) below, all
Participant contributions to the Plan shall be made only by payroll deductions. At the time a
Participant files the enrollment agreement with respect to an Offering Period, the Participant may
authorize payroll deductions to be made on each payroll date during the portion of the Offering
Period that he or she is a Participant in an amount not less than 1% and not more than 20% (or such
greater percentage as the Committee may establish from time to time before an Offering Date) of the
Participants Compensation on each payroll date during the portion of the Offering Period that he
or she is a Participant (or subsequent Offering Periods as provided in Section 5(c)). The amount
of payroll deductions shall be a whole percentage (i.e., 1%, 2%, 3%, etc.) of the Participants
Compensation.
(b) A Participant may discontinue his or her participation in the Plan as provided in Section
11, or may decrease or increase the rate or amount of his or her payroll deductions during such
Offering Period (within the limitations of Section 6(a) above) by completing and filing with the
Company a new enrollment agreement authorizing a change in the rate or amount of payroll
deductions; provided, that a Participant may not change the rate or amount of his or her payroll
deductions more than once in any Exercise Period. The change in
3
rate or amount shall be effective with the first full payroll period following 10 business
days after the Companys receipt of the new enrollment agreement.
(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, a Participants payroll deductions may be decreased to 0% at such
time during any Exercise Period which is scheduled to end during the current calendar year that the
aggregate of all payroll deductions accumulated with respect to such Exercise Period and any other
Exercise Period ending within the same calendar year are equal to the product of $25,000 multiplied
by the Applicable Percentage for the calendar year. Payroll deductions shall recommence at the
rate provided in the Participants enrollment agreement at the beginning of the following Exercise
Period which is scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 11.
(d) All Plan Contributions made for a Participant shall be deposited in the Companys general
corporate account and shall be credited to the Participants account under the Plan. No interest
shall accrue or be credited with respect to a Participants Plan Contributions. All Plan
Contributions received or held by the Company may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate or otherwise set apart such Plan Contributions
from any other corporate funds.
7. Grant of Option.
(a) On a Participants Entry Date, subject to the limitations set forth in Sections 3(b) and
12(a), the Participant shall be granted an option to purchase on each subsequent Exercise Date
during the Offering Period in which such Entry Date occurs (at the Exercise Price determined as
provided in Section 8 below) up to a number of shares of Common Stock determined by dividing such
Participants Plan Contributions accumulated prior to such Exercise Date and retained in the
Participants account as of such Exercise Date by the Exercise Price; provided, that the maximum
number of shares an Employee may purchase during any Exercise Period shall be 12,500 shares. The
Fair Market Value of a share of Common Stock shall be determined as provided in Section 7(b).
(b) The Fair Market Value of a share of Common Stock on a given date shall be determined by
the Committee in its discretion; provided, that if there is a public market for the Common Stock,
the Fair Market Value per share shall be either (i) the closing price of the Common Stock on such
date (or, in the event that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported by the National Association of Securities Dealers Automated
Quotation (Nasdaq) National Market System, (ii) if such price is not reported, the average of the
bid and asked prices for the Common Stock on such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date), as reported by Nasdaq, (iii)
in the event the Common Stock is listed on a stock exchange, the closing price of the Common Stock
on such exchange on such date (or, in the event that the Common Stock is not traded on such date,
on the immediately preceding trading date), as reported in The Wall Street Journal, or (iv) if no
such quotations are available for a date within a reasonable time prior to the valuation date, the
value of the Common Stock as determined by the Committee using any reasonable means.
8. Exercise Price. The Exercise Price per share of Common Stock offered to each Participant
in a given Offering Period shall be the lower of: (i) the Applicable Percentage of the greater of
(A) the Fair Market Value of a share of Common Stock on the Offering Date or (B) the Fair Market
Value of a share of Common Stock on the Entry Date on which the Employee elects to become a
Participant within the Offering Period or (ii) the Applicable Percentage of the Fair Market Value
of a share of Common Stock on the Exercise Date. The Applicable Percentage with respect to each
Offering Period shall be 85%, unless and until such Applicable Percentage is increased by the
Committee, in its sole discretion, provided that any such increase in the Applicable Percentage
with respect to a given Offering Period must be established not less than 15 days prior to the
Offering Date thereof.
9. Exercise of Options. Unless the Participant withdraws from the Plan as provided in Section
11, the Participants option for the purchase of shares will be exercised automatically on each
Exercise Date, and the maximum number of full shares subject to such option shall be purchased for
the Participant at the applicable Exercise Price with the accumulated Plan Contributions then
credited to the Participants account under the Plan. During a Participants lifetime, a
Participants option to purchase shares hereunder is exercisable only by the Participant.
4
10. Delivery. As promptly as practicable after each Exercise Date, the Company shall arrange
for the delivery to each Participant (or the Participants beneficiary), as appropriate, or to a
custodial account for the benefit of each Participant (or the Participants beneficiary) as
appropriate, of the shares purchased upon exercise of such Participants option. No fractional
shares shall be purchased; any payroll deductions accumulated in a Participants account that are
not sufficient to purchase a full share shall be retained in such Participants account for the
subsequent Exercise Period or Offering Period, subject to earlier withdrawal by the participant as
provided in Section 11 below. Any other amounts left over in a participants account after a
Exercise Date shall be returned to the Participant as soon as administratively practicable.
11. Withdrawal; Termination of Employment.
(a) A Participant may withdraw from the Plan at any time by giving written notice to the
Company. All of the Plan Contributions credited to the Participants account and not yet invested
in Common Stock will be paid to the Participant as soon as administratively practicable after
receipt of the Participants notice of withdrawal, the Participants option to purchase shares
pursuant to the Plan automatically will be terminated, and no further payroll deductions for the
purchase of shares will be made for the Participants account. Payroll deductions will not resume
on behalf of a Participant who has withdrawn from the Plan (a Former Participant) unless the
Former Participant enrolls in a subsequent Offering Period in accordance with Section 5(a).
(b) Upon termination of the Participants Continuous Status as an Employee prior to any
Exercise Date for any reason, including retirement or death, the Plan Contributions credited to the
Participants account and not yet invested in Common Stock will be returned to the Participant or,
in the case of death, to the Participants beneficiary as determined pursuant to Section 14, and
the Participants option to purchase shares under the Plan will automatically terminate.
(c) A Participants withdrawal from an Offering Period will not have any effect upon the
Participants eligibility to participate in succeeding Offering Periods or in any similar plan
which may hereafter be adopted by the Company.
12. Stock.
(a) Subject to adjustment as provided in Section 17, the maximum number of shares of the
Companys Common Stock that shall be made available for sale under the Plan shall be equal to any
shares available for issuance under the Prior Plan on the First Offering Date (and such shares
shall no longer be available for issuance under the Prior Plan), but not to exceed 6,000,000
shares. Shares of Common Stock subject to the Plan may be newly issued shares or shares reacquired
in private transactions or open market purchases. If and to the extent that any right to purchase
reserved shares shall not be exercised by any Participant for any reason or if such right to
purchase shall terminate as provided herein, shares that have not been so purchased hereunder shall
again become available for the purpose of the Plan unless the Plan shall have been terminated, but
all shares sold under the Plan, regardless of source, shall be counted against the limitation set
forth above.
(b) A Participant will have no interest or voting right in shares covered by his option until
such option has been exercised.
(c) Shares to be delivered to a Participant under the Plan will be registered in the name of
the Participant or in the name of the Participant and his or her spouse, as requested by the
Participant.
13. Administration.
(a) The Plan shall be administered by the Committee. The Committee shall have the authority
to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan,
and to make all other determinations necessary or advisable for the administration of the Plan.
The administration, interpretation, or application of the Plan by the Committee shall be final,
conclusive and binding upon all persons.
(b) Notwithstanding the provisions of Subsection (a) of this Section 13, in the event that
Rule 16b-3 promulgated under the Exchange Act or any successor provision thereto (Rule 16b-3)
provides specific requirements for the administrators of plans of this type, the Plan shall only be
administered by such body and in
5
such a manner as shall comply with the applicable requirements of Rule 16b-3. Unless
permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan shall be afforded to
any person that is not disinterested as that term is used in Rule 16b-3.
14. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the Participants account under the Plan in the event of the Participants
death subsequent to an Exercise Date on which the Participants option hereunder is exercised but
prior to delivery to the Participant of such shares and cash. In addition, a Participant may file
a written designation of a beneficiary who is to receive any cash from the Participants account
under the Plan in the event of the Participants death prior to the exercise of the option.
(b) A Participants beneficiary designation may be changed by the Participant at any time by
written notice. In the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such Participants death, the
Company shall deliver such shares and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to
any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate.
15. Transferability. Neither Plan Contributions credited to a Participants account nor any
rights to exercise any option or receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent
and distribution, or as provided in Section 14). Any attempted assignment, transfer, pledge or
other distribution shall be without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Section 11.
16. Participant Accounts. Individual accounts will be maintained for each Participant in the
Plan to account for the balance of his Plan Contributions and options issued and shares purchased
under the Plan. Statements of account will be given to Participants semi-annually in due course
following each Exercise Date, which statements will set forth the amounts of payroll deductions,
the per share purchase price, the number of shares purchased and the remaining cash balance, if
any.
17. Adjustments Upon Changes in Capitalization; Corporate Transactions.
(a) If the outstanding shares of Common Stock are increased or decreased, or are changed into
or are exchanged for a different number or kind of shares, as a result of one or more
reorganizations, restructurings, recapitalizations, reclassifications, stock splits, reverse stock
splits, stock dividends stock repurchases, or the like, equitable and proportionate adjustments
shall be made by the Committee in the number and/or kind of shares, and the per-share option price
thereof, which may be issued in the aggregate and to any Participant upon exercise of options
granted under the Plan.
(b) In the event of the proposed dissolution or liquidation of the Company, the Offering
Period will terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Committee. In the event of a proposed sale of all or substantially all
of the Companys assets, or the merger of the Company with or into another corporation (each, a
Sale Transaction), each option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Exercise Period then in progress by setting a new
Exercise Date (the New Exercise Date). If the Committee shortens the Exercise Period then in
progress in lieu of assumption or substitution in the event of a Sale Transaction, the Committee
shall notify each Participant in writing, at least 10 days prior to the New Exercise Date, that the
exercise date for such Participants option has been changed to the New Exercise Date and that such
Participants option will be exercised automatically on the New Exercise Date, unless prior to such
date the Participant has withdrawn from the Plan as provided in Section 11. For purposes of this
Section 17(b), an option granted under the Plan shall be deemed to have been assumed if, following
the Sale Transaction, the option confers the right to purchase, for each share of option stock
subject to the option immediately prior to the Sale Transaction, the consideration (whether stock,
cash or other securities or property)
6
received in the Sale Transaction by holders of Common Stock for each share of Common Stock
held on the effective date of the Sale Transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, that if the consideration received in the Sale Transaction was
not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of
the Code), the Committee may, with the consent of the successor corporation and the Participant,
provide for the consideration to be received upon exercise of the option to be solely common stock
of the successor corporation or its parent equal in fair market value to the per share
consideration received by the holders of Common Stock in the Sale Transaction.
(c) In all cases, the Committee shall have sole discretion to exercise any of the powers and
authority provided under this Section 17, and the Committees actions hereunder shall be final and
binding on all Participants. No fractional shares of stock shall be issued under the Plan pursuant
to any adjustment authorized under the provisions of this Section 17.
18. Amendment of the Plan. The Board or the Committee may at any time, or from time to time,
amend the Plan in any respect; provided, that (i) no such amendment may make any change in any
option theretofore granted which adversely affects the rights of any Participant and (ii) the Plan
may not be amended in any way that will cause rights issued under the Plan to fail to meet the
requirements for employee stock purchase plans as defined in Section 423 of the Code or any
successor thereto. To the extent necessary to comply with Rule 16b-3 under the Exchange Act,
Section 423 of the Code, or any other applicable law or regulation), the Company shall obtain
stockholder approval of any such amendment.
19. Termination of the Plan. The Plan and all rights of Employees hereunder shall terminate
on the earliest of:
(a) the Exercise Date that Participants become entitled to purchase a number of shares greater
than the number of reserved shares remaining available for purchase under the Plan;
(b) such date as is determined by the Board in its discretion; or
(c) March 31, 2022.
In the event that the Plan terminates under circumstances described in Section 19(a) above,
reserved shares remaining as of the termination date shall be sold to Participants on a pro rata
basis.
20. Notices. All notices or other communications by a Participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.
21. Effective Date. Subject to adoption of the Plan by the Board, the Plan shall become
effective on the First Offering Date. The Board shall submit the Plan to the stockholders of the
Company for approval within 12 months after the date the Plan is adopted by the Board.
22. Conditions Upon Issuance of Shares.
(a) The Plan, the grant and exercise of options to purchase shares under the Plan, and the
Companys obligation to sell and deliver shares upon the exercise of options to purchase shares
shall be subject to compliance with all applicable federal, state and foreign laws, rules and
regulations and the requirements of any stock exchange on which the shares may then be listed.
(b) The Company may make such provisions as it deems appropriate for withholding by the
Company pursuant to federal or state tax laws of such amounts as the Company determines it is
required to withhold in connection with the purchase or sale by a Participant of any Common Stock
acquired pursuant to the Plan. The Company may require a Participant to satisfy any relevant tax
requirements before authorizing any issuance of Common Stock to such Participant.
7
23. Expenses of the Plan. All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable to participation in
the Plan may be charged to the account of such Participant by the Company.
24. No Employment Rights. The Plan does not, directly or indirectly, create any right for the
benefit of any employee or class of employees to purchase any shares under the Plan, or create in
any employee or class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Companys right to terminate,
or otherwise modify, an employees employment at any time.
25. Applicable Law. The laws of the state of Nevada shall govern all matter relating to this
Plan except to the extent (if any) superseded by the laws of the United States.
26. Additional Restrictions of Rule 16b-3. The terms and conditions of options granted
hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act
shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain,
and such options shall contain, and the shares issued upon exercise thereof shall be subject to,
such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.
8