Board Resolution Regarding Stock Option Vesting and Exercise for Mr. Hansen as Director Emeritus
The Board of Directors resolved that Mr. Hansen’s stock options will continue to vest and become exercisable as long as he serves as Director Emeritus, just as if he were still a director. Once he stops serving as Director Emeritus, he can exercise his options until either two years after his service ends or the original expiration date of the options, whichever comes first, but only for options that were already exercisable at the end of his service.
Exhibit 10.5
Resolution adopted by the Board of Directors of the Company on October 15, 2004
RESOLVED, that options to purchase shares of the Company’s common stock held by Mr. Hansen on the date hereof will continue to become exercisable in accordance with their respective terms for so long as he continues to serve as Director Emeritus as if he remained a director of the Company during such time, and that each option held by him shall be exercisable until the earlier of the second anniversary of the date he ceases to serve as Director Emeritus and the expiration date of the option, but only to the extent such options were exercisable on his last date of service as Director Emeritus.
