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Contents

  1. Purposes
  2. Stock Pool
    1. Stock in the Pool
    2. Returning Stock to the Pool
    3. Adjusting the Size of the Pool
  3. Administration
    1. Who Administers this Plan
    2. Officers
    3. Changing Who Administers the Plan
    4. What the Administrator Does
    5. Determining Fair Market Value
    6. Indemnification
    7. Issuing Stock
  4. When Participants Must Agree to Changes
  5. Awards Generally
    1. Who May Receive Which Kinds of Awards
    2. Award Dates
    3. No Employment Rights
    4. Beneficiaries
  6. Options
    1. Kinds of Options
    2. $100,000 Limit
    3. Option Terms
      1. 10-Year Limit
      2. 5-Year Limit for Ten Percent Holders
    4. Exercise Prices
      1. Incentive Stock Option Exercise Prices
      2. Nonstatutory Stock Option Exercise Prices
      3. Special Exercise Prices
    5. Payment to Exercise Options
    6. Exercise
      1. Who May Exercise
      2. Exercise Terms
      3. Leaves of Absence
      4. Military Leave
      5. Minimum Exercise
      6. Exercise Process
      7. Stockholder Rights from Options
      8. Leaving the Company
        1. Deadline to Exercise
        2. Disability
        3. Death
        4. For Cause
        5. Default Exercise Deadline
      9. Option Buyout
  7. Restricted Stock
    1. Grant Process
    2. Price of Restricted Stock
    3. Acceptance of Restricted Stock
    4. Payment for Restricted Stock
    5. Buyback
      1. Default Buyback Right
      2. Buyback and Leave
    6. Other Terms
    7. Stockholder Rights from Restricted Stock
  8. Tax
    1. Arrangements for Tax
    2. Cashless Exercise
  9. Adjustments
    1. Automatic Adjustment
    2. Adjustment by the Administrator
    3. No Other Adjustments
    4. Effect on Additional Stock
    5. Dissolution and Liquidation
    6. Corporate Transactions
  10. Transfer Limits
    1. Transfer Limits on Awards
      1. No Award Transfer
      2. Transfer by Will and Inheritance
      3. While the Company Relies on 12h-1(f)
      4. Rule 12h-1(f) Disclosures
      5. Transfers to Trusts
    2. Transfer Limits on Stock
      1. No Transferring Stock
      2. Attempted Transfers
      3. Approval Process
  11. The Plan
    1. Stockholder Approval
    2. Term of the Plan
    3. Changes to the Plan
    4. Terms for Foreign Participants
  12. Definitions

This is a plan for Company, , a , to grant Awards of Restricted Stock and Options.

Purposes

This plan has three main purposes:

This plan makes it possible to grant Awards without breaking securities laws. In general, securities laws require companies to register their stock before granting it. Registering takes a lot of time and money. Exceptions to the need to register, called "exemptions", allow companies to grant their stock to employees and consultants under written stock plans that follow specific rules. This is such a stock plan.

This plan helps some Awards qualify for good tax treatment. For example, some Options may qualify for treatment as "Incentive Stock Options" under the Tax Code. This plan cannot guarantee good tax treatment or tell people who get Awards what personal tax choices to make. But it can help Awards qualify for good treatment.

This plan helps organize the process of giving Awards over time, from approval through grant to vesting and amendment.

Stock Pool

Stock in the Pool

Under this plan, the Administrator may issue up to shares of Stock under Awards. This is the Pool. The Administrator may issue the whole Pool under Incentive Stock Options if it chooses.

Returning Stock to the Pool

Some Stock under Awards may return to the Pool, to be recycled under new Awards, according to these rules:

When an Award expires before the Company issues all the Stock under it, the Stock the Company has not issued returns to the Pool.

When an Award may no longer be exercised, any Stock under the Award that the Company has not issued returns to the Pool.

When an Option is traded in under an Option Exchange Program, the Stock under the Option returns to the Pool.

When the Company holds back shares under a Cashless Exercise Program, the Stock the Company holds back returns to the Pool.

When Restricted Stock is forfeited to the Company, those shares return to the Pool.

When the Company uses a right to buy back Restricted Stock, those shares return to the Pool.

Stock stops returning to the Pool when this plan terminates.

Adjusting the Size of the Pool

The number of shares in the Pool may be adjusted under Adjustments. But the Administrator may not issue more than the Starting Size of the Pool under Incentive Stock Options unless the Tax Code allows the Administrator to recycle more shares.

Administration

Who Administers this Plan

The Board will decide who administers this plan as Administrator. The Board may:

make the Board itself Administrator

make a Committee of the Board Administrator

make both the Board and a Committee Administrator, and decide their respective responsibilities

Officers

If Applicable Law permits, the Board may allow a Company officer or group of Company officers to make Awards within limits set by the Board. But the Board may not allow Company officers to make Awards to those covered by section 16 of the Exchange Act (Directors, Officers, and Principal Stockholders).

Changing Who Administers the Plan

The Board may change the Administrator over time. If the Board makes a Committee the Administrator of any part of this plan, the Board may add, remove, and replace Committee members, and dissolve the Committee as a whole, as Applicable Law permits. If the Board has a Committee administer this plan under Rule 16b-3 (Transactions between an issuer and its officers or directors) or section 162(m) of the Tax Code (Certain excessive employee remuneration), the Board must follow those laws in making changes to the Committee, too.

What the Administrator Does

Subject to When Participants Must Agree to Changes:

The Administrator will decide Fair Market Value under Determining Fair Market Value.

The Administrator will decide which Company Employees and Consultants receive Awards.

The Administrator will decide the number of shares of Stock under each Award.

The Administrator will set the terms of Awards, without contradicting this plan.

The Administrator will approve form agreements for Awards and other documents under this plan.

The Administrator may amend agreements about Stock under Options and Restricted Stock.

The Administrator may buy out options under Option Buyout.

The Administrator may set up and administer a Cashless Exercise Program.

The Administrator may set up and administer an Option Exchange Program without additional Company stockholder approval.

The Administrator may add terms to this plan under Terms for Foreign Participants.

The Administrator may decide what the terms of this plan, documents under this plan, any Award Packet, and other documents for Awards, mean. The Administrator's decisions on meaning will apply consistently to every Participant.

Determining Fair Market Value

The Administrator alone will decide Fair Market Value, in the way it thinks best. When possible, the Administrator will decide Fair Market Value based on the market closing price of the Stock reported in The Wall Street Journal. The Administrator's decisions on Fair Market Value will apply consistently to every Participant.

Indemnification

If anyone involved in administering this plan, as a member of the Board, a Committee, or a Company officer, becomes involved in legal action related to this plan or an Award under it, the Company shall pay all the losses, costs, liability, judgments, and reasonable expenses they incur as a result. But the Company shall not pay any settlement amounts it did not approve in advance, nor any amounts at all for anyone as a result of legal action in which a court finds they failed to act in good faith. To receive payment, those covered must give the Company a chance to take over defending the legal action, at Company expense, before they start defending it themselves. This indemnification right does not replace or limit any other rights to indemnification those covered may have.

Issuing Stock

Despite any term of this plan or any Award Packet, the Company will not issue any Stock under this plan unless the Company, with its lawyers, decides that doing so is permitted by Applicable Law. The Company will not be liable to anyone for delaying or refusing to issue Stock in a way it believes breaks Applicable Law. If the Company's lawyers request, the Company may require a Participant to make representations and warranties at the time they exercise an Option or buy Restricted Stock to comply with Applicable Law, including requirements for securities laws exemptions. Stock received by exercising an Option or buying Restricted Stock, before the Company's Stock becomes a Listed Security, is subject to Company rights of first refusal per the Award Packet.

When Participants Must Agree to Changes

The Administrator may not make any change to an Award or Award Packet with significant negative effect on the Participant, unless the Participant agrees.

Awards Generally

Who May Receive Which Kinds of Awards

The Administrator may grant Nonstatutory Stock Options and Restricted Stock to Consultants, Employees of the Company, and Employees of Affiliates. The Administrator may grant Incentive Stock Options only to Employees of the Company.

Award Dates

The Administrator will decide what date counts as the date of an Award. By default, the date of an Award is the day the Administrator decided to grant the Award.

No Employment Rights

Neither this plan, its definition of Cause, nor any Award under it grant anyone any right to continued employment or contract work.

Beneficiaries

With the Company's advance written permission, a Participant may designate beneficiaries for an Award by filing a Company-approved form. A Participant may change their designation by filing a Company-approved form. Unless an Award Packet says otherwise, if a deceased Participant did not designate a beneficiary for an Award who survives them, the Award goes to those entitled under the Participant's will or inheritance law.

Options

Kinds of Options

Each Option under this plan will be either an Incentive Stock Option or a Nonstatutory Stock Option.

$100,000 Limit

Section 422(d) of the Tax Code imposes a $100,000 Fair Market Value limit on the number of a Participant's Options that may be Incentive Stock Options in a calendar year. Incentive Stock Options that exceed that limit will be treated as Nonstatutory Stock Options.

Option Terms

An Option Packet will set the term of each Option under this plan, within these limits:

10-Year Limit

Per section 422(b)(3) of the Tax Code, the longest term for any Option is ten years from the day granted.

5-Year Limit for Ten Percent Holders

Per section 422(c)(5) of the Tax Code, the longest term for any Option granted someone who is a Ten Percent Holder at the time is five years from the day granted.

If the term in an Option Packet goes over its limit, the term of the Option is the limit, no matter what the Option Packet says.

Exercise Prices

Incentive Stock Option Exercise Prices

Subject to Special Exercise Prices, an Option Packet will set the exercise price of each Incentive Stock Option, within these limits:

Per section 422(c)(5) of the Tax Code, the lowest exercise price for an Incentive Stock Option granted an Employee who is a Ten Percent Holder at the time is 110% of Fair Market Value on grant.

Otherwise, per section 422(b)(4) of the Tax Code, the lowest exercise price for an Incentive Stock Option is Fair Market Value on grant.

If the exercise price in an Option Packet goes over its limit, the exercise price of the Option is the limit, no matter what the Option Packet says.

Nonstatutory Stock Option Exercise Prices

Subject to Adjustments and Special Exercise Prices, the Administrator will decide the exercise price of each Nonstatutory Stock Option. If the exercise price of a Nonstatutory Stock Option is less than Fair Market Value on grant, the terms of the Option will abide by other Applicable Law, including section 409A of the Tax Code (Inclusion in gross income of deferred compensation...).

Special Exercise Prices

The Administrator may set lower exercise prices as part of a Corporate Transaction.

Payment to Exercise Options

The Administrator will decide how each Participant must pay to exercise Options under this plan. For Incentive Stock Options, the Administrator will decide when granted. The Administrator may allow payment by any Standard Payment Method, considering the benefit to the Company of each. The Administrator may refuse to accept any kind of payment at time of exercise.

Exercise

Who May Exercise

Subject to Transfer Limits on Awards, only the holder of an Option may exercise it.

Exercise Terms

The Administrator will decide how each Option may be exercised, without contradicting this plan, and spell it out in the Option Packet.

Leaves of Absence

The Administrator may decide that Option vesting should pause during a leave of absence. By default, Option vesting continues during paid leave to the fullest legal extent permitted by Applicable Law.

Military Leave

Option vesting pauses during unpaid military leave. But when a Participant returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, they receive the same Option vesting credit under Options they would have received if they had continued providing service during military leave as just they had before military leave.

Minimum Exercise

Options may not be exercised for fractions of a share. The Administrator may require a Participant exercise for a minimum number of shares under an Option, so long as the minimum does not stop the Participant exercising for all the vested shares of Stock under the Option.

Exercise Process

An Option is considered exercised once all of these happen:

The Company receives written notice of exercise that meets the requirements of the Option Packet and this plan.

The Company receives full payment.

The Company has covered, or arranged to over, all tax obligations under Tax.

Exercise reduces the number of shares under the Option and in the Pool.

Stockholder Rights from Options

A Participant exercising an Option does not have the right to vote, the right to receive dividends, or any other right as owner of the Stock they are purchasing until the Company issues the Stock and records their ownership in its corporate books or with its transfer agent. Subject to Adjustments, the Company will not adjust dividend or other rights based on record dates before the Company issues and records the Stock.

Leaving the Company

The Administrator will decide whether and how long a Participant may exercise each Option after their Service to the Company ends, and set those terms out in the Option Packet. The Administrator may waive or change their decision at any time. By default, these terms apply:

Deadline to Exercise

If an Option is not exercised before its deadline, the Option immediately terminates.

Disability

Per section 422(c)(6) of the Tax Code, if a Participant's Service to the Company ends because of their Disability, the deadline to exercise an Option is the first anniversary of their Last Day.

Death

Per section 422(b)(5) of the Tax Code, if a Participant dies, either during their Service to the Company or within three months of their Last Day, the deadline to exercise their Option is the first anniversary of their Last Day.

For Cause

If the Company ends a Participant's Service to the Company for Cause, all their Options terminate immediately as soon as they learn their Service to the Company has ended. If the Company suspends a Participant's Service to the Company to investigate whether to end for Cause, all rights under all their Options suspend until the investigation ends. These rules do not limit any Company right to purchase unvested shares under any Option Packet.

Default Exercise Deadline

Otherwise, the deadline to exercise an Option is three months after the Participant's Last Day.

Option Buyout

The Administrator may offer to buy out Options for cash or Stock. The Administrator will decide and give its terms for a buyout to the Participant when it makes its offer.

Restricted Stock

Grant Process

The Company will give those granted Restricted Stock the terms of their offers in writing. The terms of each offer will include at least:

the number of shares of Stock they may buy

the price, if any

the deadline for accepting the offer

Price of Restricted Stock

The Administrator will decide the price, and may also grant Restricted Stock free of charge as permitted by Applicable Law.

Acceptance of Restricted Stock

AParticipant accepts an offer to buy Restricted Stock by agreeing to the terms of a Restricted Stock Packet from the Administrator.

Payment for Restricted Stock

The Administrator will decide how each Participant must pay for Restricted Stock. The Administrator may allow payment by any Standard Payment Method.

Buyback

Default Buyback Right

Unless the Administrator decides differently, each Restricted Stock Packet will give the Company the right to buy back Restricted Stock at the same price the purchaser originally paid, whenever the buyer's Service to the Company ends for any reason. The Company may pay for buybacks by canceling Participant debt to the Company. The Administrator will decide how the Company's buyback right lapses.

Buyback and Leave

By default, lapsing of any Company buyback right pauses during unpaid leave and continues during paid leave. The Administrator may pause or continue lapsing of any Company buyback right in a different way at any time, as Applicable Law permits. Lapsing of any Company buyback right pauses during unpaid military leave. But when a Participant returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, buyback rights under their Awards of Restricted Stock lapse as they would have if the Participant had continued providing Service to the Company during military leave as they had before military leave.

Other Terms

The Administrator may add any other terms, without contradicting this plan, to any Restricted Stock Packet. The Administrator need not offer each Participant the same terms.

Stockholder Rights from Restricted Stock

A Participant purchasing Restricted Stock does not have the right to vote, the right to receive dividends, or any other right as owner of the Stock they purchase until the Company issues the shares and records their ownership in its corporate books or with its transfer agent. Subject to Adjustments, the Company will not adjust dividend or other rights based on record dates before the Company issues and records the Stock.

Tax

Arrangements for Tax

Receiving an Award, exercising an Award, vesting, and buyback right lapsing are all conditioned on the Participant making any arrangements the Administrator requires for covering tax obligations under Applicable Law. The Company will not issue Stock until tax obligations are covered.

Cashless Exercise

As Applicable Law permits, the Administrator may allow a Participant to cover all or part of their tax obligations through a Cashless Exercise Program, by surrendering shares of Stock they already own, or both. Unless the Company gives specific permission, each transaction under a Cashless Exercise Program must either be broker-assisted or limited to avoid financial accounting charges, and the Participant must have held shares surrendered under a Cashless Exercise Program for enough time to avoid financial accounting charges. Applicable Law may impose other restrictions.

Adjustments

Automatic Adjustment

Subject to any stockholder approval required by Applicable Law, all Stock Details and Amounts under this plan will be automatically adjusted, proportionally, whenever the Company makes a Corporate Change Affecting Stock.

Adjustment by the Administrator

The Administrator may adjust any Stock Details and Amounts as it thinks appropriate whenever the Company does a Reorganization. The Administrator's decisions are final.

No Other Adjustments

Otherwise, the fact that the Company issues Stock or securities convertible to Stock will not affect or prompt any adjustment to any Stock Details and Amounts under any Award.

Effect on Additional Stock

Whenever a Corporate Change Affecting Stock or Reorganization leads to an adjustment of a Participant's Award or Award Packet so that it covers more or different securities, those securities are subject to the same terms.

Dissolution and Liquidation

Unless the Administrator decides differently, every Award terminates immediately before the Company dissolves or liquidates.

Corporate Transactions

The Administrator will decide how to treat each Award whenever the Company does a Corporate Transaction, without consent from any Participant. The Administrator may treat Awards differently. For example, the Administrator may decide that:

The Company, if it survives the Corporate Transaction, will continue an outstanding Award.

A corporation that survives the Corporate Transaction, or its parent company, will continue an outstanding Award.

A corporation that survives the Corporate Transaction, or its parent company, will substitute a new option or equity award for an Award.

The Company will cancel the Award in exchange for payment of the amount by which the Fair Market Value of the Stock under the Award exceeds the exercise price or purchase price under the Award on the day it is exchanged.

The Company will cancel the Award for nothing.

Transfer Limits

Transfer Limits on Awards

No Award Transfer

Other than under Transfer by Will and Inheritance, While the Company Relies on 12h-1(f),and Transfers to Trusts, Award Transfer is not allowed.

Transfer by Will and Inheritance

Award Transfer by will or under inheritance law is allowed.

While the Company Relies on 12h-1(f)

With four exceptions, Award Transfer of an Option, or any Stock under any Option, is not allowed while the Company relies on the securities law exemption under Rule 12h-1(f). The Board alone will decide when the Company is relying on that exemption. The exceptions are:

transfer to Family Members by gift or under domestic relations orders

transfer to a Participant's executor on death

transfer to a Participant's guardian on disability

per Rule 12h-1(f), Board-approved transfer of Nonstatutory Stock Options to the Company in connection with an acquisition transaction

Rule 12h-1(f) Disclosures

Per Rule 12h-1(f), the Company will provide each Participant the information required by Rule 701(e)(3), (4), and (5) of the Securities Act whenever the Company relies on the securities law exemption under Rule 12h-1(f). The Company may request that each Participant keep that information confidential. If a Participant refuses to keep the information confidential, the Company will provide no more information than required by Rule 12h-1(f).

Transfers to Trusts

The Administrator may allow a Participant to transfer a Nonstatutory Stock Option to a living trust or will trust, so long as the trust is set up to gift the Nonstatutory Stock Option to Family Members or pass it to beneficiaries when the maker of the trust dies.

Transfer Limits on Stock

No Transferring Stock

Stock Transfer is not allowed without the Company's advance written permission. The Company may refuse permission for a Stock Transfer for any reason.

Attempted Transfers

Any attempted Stock Transfer in violation of this plan has no legal effect. The Company will neither transfer Stock on its books or with its transfer agent, nor treat the attempted recipient the as if they had rights as a stockholder.

Approval Process

A Participant may request permission for a Stock Transfer by writing the Secretary with all of the following information:

the Participant's name

the name of the proposed recipient of Stock

the number of shares of Stock to be transferred

the purchase price

The Company may require additional information. The Participant's request will also fall under any right of first refusal, transfer provision, or other term of their Award Packet.

The Plan

Stockholder Approval

Applicable Law may require that Company stockholders approve this plan within twelve months of adoption and any change under Changes to the Plan.

Term of the Plan

This plan starts when the Board adopts it and terminates ten years later. Subject to When Participants Must Agree to Changes, the Board may terminate this plan earlier.

Changes to the Plan

Subject to When Participants Must Agree to Changes and any Applicable Law, the Board may change this plan over time.

Terms for Foreign Participants

The Administrator may approve additions to this plan with terms to accommodate legal, tax, policy, and other differences for Awards subject to foreign law. The terms of additions trump the terms of this plan as needed to accommodate those differences. They will not have any other effect on this plan or Awards.

Definitions

Affiliate (plural, Affiliates) means any non-Subsidiary legal entity either:

under common control with the Company

Controlled by the Company, Subsidiaries, or the Company with Subsidiaries.

Administrator means the group or groups who administer this plan.

Applicable Law means all the Legal Rules that apply in a situation. Applicable Law includes United States federal, state, and local Legal Rules, as well as Legal Rules of any stock exchange or consolidated stock price reporting system quoting prices for Stock. When foreign Legal Rules apply to an Award, Applicable Law includes those Legal Rules, too.

Award (plural, Awards) means any grant of an Option or Restricted Stock under this plan.

Award Packet means an Option Packet or Restricted Stock Packet.

Award Transfer means selling, pledging, assigning, or using any interest in an Award to secure a debt. Award Transfer also means taking a short position, "put equivalent position" (as defined in Rule 16a-1(h) of the Exchange Act), or "call equivalent position" (as defined in Rule 16a-1(b) of the Exchange Act) for an Award or Stock under an Award. Naming a beneficiary is not an Award Transfer.

Board means the board of directors of the Company.

Cashless Exercise Program means an Administrator-approved program for paying the exercise price of an Option, or related tax obligations, at least partly with Stock under the Option, using Company-approved forms irrevocable directions to securities brokers to sell Stock and give the Company proceeds.

Cause means any of these:

A Participant broke a significant written agreement with the Company. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant failed to comply with written Company policies or rules in a significant way.

A Participant neglected or persistently performed their duties in an unsatisfactory way. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant repeatedly failed to follow reasonable, legal instructions from the Board or the CEO. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant plead guilty to, or plead no contest to, or was convicted of a crime. That fact might do significant harm to the Company's business or reputation.

A Participant defrauded or helped defraud the Company.

A Participant intentionally did significant damage to the Company's business, property, or reputation.

A Participant broke an obligation not to use or disclose proprietary information or trade secrets the Participant learned through their relationship with the Company, without permission.

Cause does not mean death or Disability. The Company alone will decide whether the Company ended a Participant's Service to the Company for Cause, and will do so in good faith. Its decision is final.

CEO means the chief executive officer of the Company.

Change of Control means a Corporate Transaction unless its purpose is one of these:

to transfer assets to, or combine with, a legal entity Controlled just after the Corporate Transaction by parties who Controlled the Company just before

to change the jurisdiction where the Company is incorporated

to create a holding company owned in nearly the same proportions by those who owned the Company's securities just before

to get funding for the Company in a Board-approved financing

Committee means at least one committee or subcommittee of the Board, with at least the minimum number of Director members required by Applicable Law.

Consultant (plural, Consultants) means any person or legal entity that provides or has provided services for the Company or any Parent, Subsidiary, or Affiliate, for compensation. An advisor is not a Consultant. Neither is any Employee.

Corporate Change Affecting Stock means all of these:

a stock split

a reverse stock split

a stock dividend

a combination

a consolidation

a reclassification of shares

a subdivision of shares

Service to the Company means continuous service as an Employee or Consultant. Service to the Company is not considered ended when someone:

goes on military leave or any kind of Company-approved leave

transfers between Company locations

transfers between the Company, its Parents, its Subsidiaries, its Affiliates, and any of their successor companies.

changes from Employee to Consultant or vice-versa

But, for an Incentive Stock Option, the Employee's Service to the Company as an Employee is considered ended after three months of leave, unless the leave is guaranteed under a contract, Applicable Law, or a Company policy. When Service to the Company ends for an Incentive Stock Option, the Incentive Stock Option automatically becomes a Nonstatutory Stock Option.

Controlled means owning securities of a legal entity representing a majority of votes that can be cast.

Corporate Transaction means any of:

transfer of all or substantially all the Company's assets

merger, consolidation, other capital reorganization, or other business combination transaction of the Company with or into another legal entity

consummation of a transaction, or series of related transactions, in which any "person" (as used in sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than fifty percent of the Company's then outstanding capital stock

Director means a member of the Board.

Disability means being "permanently and totally disabled" under section 22(e)(3) of the Tax Code.

Employee (plural, Employees) means any person employed by the Company or any Parent, Subsidiary, or Affiliate. The Company alone will decide what factors to consider in deciding if someone is employed under Applicable Law. Payment of a director's fee does not itself show that someone is employed.

Exchange Act means the Securities Exchange Act of 1934.

Fair Market Value means, as of any date, the per share fair market value of Stock as decided under Determining Fair Market Value.

Family Members means all of:

children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, children of siblings, parents-in-law, children-in-law, and siblings-in-law of a Participant, by consanguinity or adoption

people sharing a Participant's household who are not tenants or employees

trusts in which Family Members or the Participant have more than fifty percent of the beneficial interest

foundations in which Family Members or the Participant control management of assets

any other entities Controlled by Family Members or the Participant

Incentive Stock Option (plural, Incentive Stock Options) means an Option intentionally qualifying as an "incentive stock option" under section 422 of the Tax Code.

Last Day means a Participant's last full day of Service to the Company.

Legal Rules means laws, rules, regulations, and other legal requirements.

Listed Security means any Company security either:

listed, or approved for listing, on a national securities exchange

designated, or approved for designation, as a national market system security on an interdealer quotation system, by FINRA or any successor to FINRA

Nonstatutory Stock Option (plural, Nonstatutory Stock Options) means an Option that is not an Incentive Stock Option.

Option (plural, Options) means an option granted under this plan to purchase Stock.

Option Packet means a set of Administrator-approved form documents spelling out the terms of an Option.

Option Exchange Program means an Administrator-approved program for any of:

exchanging Options for Options with lower exercise prices, Restricted Stock, cash, or other property

amending Options to decrease their exercise prices, due to a drop in Fair Market Value

Parent (plural, Parents) means any corporation the Company is Controlled by, any Parent of a Parent, and so on. A corporation can become a Parent after this plan is adopted if it meets this definition.

Participant means any holder of an Award or Stock issued under an Award.

Pool means the allotment of Stock the Administrator may issue under this plan.

Reorganization means any of these:

the number of issued shares of the Company changes without the Company receiving any legal "consideration"

the Company declares an extraordinary dividend for Stock paid other than in Stock, with a significant effect on Fair Market Value

recapitalization, through a large nonrecurring cash dividend or otherwise

a rights offering

a reorganization

a merger

a spin-off

a split-up

a change in corporate structure

any other, similar transaction

Restricted Stock means Stock acquired under Restricted Stock.

Restricted Stock Packet means a set of Administrator-approved form documents spelling out the terms of Restricted Stock.

Rule 12h-1(f) means Rule 12h-1(f) under the Exchange Act.

Rule 16b-3 means Rule 16b-3 under the Exchange Act.

Secretary means the secretary of the Company.

Securities Act means the Securities Act of 1933.

Standard Payment Method means any of these payment methods:

cash

check

if Applicable Law permits, promissory note, with terms decided by the Administrator

canceling debt

surrendering shares, for their Fair Market Value

use of a Cashless Exercise Program

any other legal method

any combination methods

Starting Size of the Pool means the number of shares of Stock in the Pool when this plan is adopted.

Stock means shares of the Company's common stock, as adjusted under Adjustments.

Stock Details and Amounts means all of these:

the number and kind of securities in the Pool

the number and kind of securities under any Award

the exercise price per share under any Option

the price per share under any Company buyback right under any Award

Stock Transfer means any transfer, read broadly, of any interest in Stock acquired under an Award. Selling, gifting, placing in trust, pledging for a debt, or allowing a lien to apply to Stock are each an example of a Stock Transfer. So are transactions, like short sales, offsetting derivatives, futures, forward contracts, and other transactions that significantly change the financial risk and benefits of owning Stock and other transactions . Giving another the right to vote or take other action as a stockholder, perhaps by proxy, is also a Stock Transfer. And any agreement to do a Stock Transfer is itself a Stock Transfer.

Subsidiary (plural, Subsidiaries) means any corporation Controlled by the Company, any Subsidiary of a Subsidiary, and so on. A corporation becomes a Subsidiary after this plan is adopted if it meets this definition.

Tax Code means the Internal Revenue Code, codified in Title 26 of the United States Code.

Ten Percent Holder means a person who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, any Parent, or any Subsidiary, on the day an Award is granted.