NationsRent, Inc. Third Amended and Restated 1998 Stock Option Plan

Summary

NationsRent, Inc. established this stock option plan to allow eligible employees, directors, and certain contractors to purchase company stock, aiming to incentivize their performance and encourage retention. The plan, effective from August 6, 1998, and amended several times, authorizes the issuance of up to 12 million shares through incentive and non-qualified stock options. The Board of Directors administers the plan, with options granted at its discretion, and the plan is set to terminate on August 6, 2008, unless ended earlier.

EX-10.30 4 g70432ex10-30.txt AMENDED & RESTATED 1998 STOCK OPTION PLAN 1 EXHIBIT 10.30 NATIONSRENT, INC. THIRD AMENDED AND RESTATED 1998 STOCK OPTION PLAN 1. ESTABLISHMENT, EFFECTIVE DATE AND TERM NationsRent, Inc., a Delaware corporation (the "Company") hereby establishes the "NationsRent, Inc. 1998 Stock Option Plan" (the "Plan"). The effective date of the Plan shall be August 6, 1998 (the "Effective Date"), which is the date that the Plan was approved and adopted by the Board of Directors of the Company (the "Board") and the stockholders of the Company. The Plan was amended by the Board of Directors on June 16, 1999, March 27, 2000 and April 6, 2001, which amendments were approved by the stockholders of the Company on July 21, 1999, May 12, 2000 and May 24, 2001, respectively, and incorporated into the Plan. Unless earlier terminated pursuant to Section 17 hereof, the Plan shall terminate on August 6, 2008. 2. PURPOSE The purpose of the Plan is to advance the interests of the Company by providing Eligible Individuals (as defined in Section 5 below) with an opportunity to acquire or increase a proprietary interest in the Company, which thereby will create a stronger incentive to expend maximum effort for the growth and success of the Company and its subsidiaries, and will encourage such individuals to remain in the employ of the Company or one or more of its subsidiaries. 3. TYPE OF OPTIONS Each stock option granted under the Plan (an "Option") may be designated by the Board, in its sole discretion, either as (i) an "incentive stock option" ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or (ii) as a non-qualified option which is not intended to meet the requirements of Section 422 of the Code; PROVIDED that Incentive Stock Options may only be granted to employees of the Company or any "subsidiary corporation" as defined in Section 424 of the Code (a "Subsidiary"). In the absence of any designation, Options granted under the Plan will be deemed to be non-qualified options. The Plan shall be administered and interpreted so that all incentive stock options granted under the plan will qualify as incentive stock options under Section 422 of the Code. Options designated as Incentive Stock Options that fail to continue to meet the requirements of Section 422 of the Code shall be redesignated as non-qualified options automatically on the date of such failure to continue to meet such requirements without further action by the Board. 2 4. ADMINISTRATION (a) BOARD. The Plan shall be administered by the Board, which shall have the full power and authority to take all actions, and to make all determinations required or provided for under the Plan or any Option granted or Option Agreement (as defined in Section 9 below) entered into under the Plan and all such other actions and determinations not inconsistent with the specific terms and provisions of the Plan deemed by the Board to be necessary or appropriate to the administration of the Plan or any Option granted or Option Agreement entered into hereunder. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting at which any issue relating to the Plan is properly raised for consideration or without a meeting by written consent of the Board executed in accordance with the Company's Certificate of Incorporation and By-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan or of any Option granted or Option Agreement entered into hereunder shall be final and conclusive. (b) COMMITTEE. The Board may, in its discretion, from time to time appoint a Stock Option Committee (the "Committee") consisting of not less than two members of the Board, none of whom shall be an officer or other salaried employee of the Company or any Subsidiary, and each of whom shall qualify in all respects as a "non-employee director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside director" for purposes of Section 162(m) of the Code. The Board, in its sole discretion, may provide that the role of the Committee shall be limited to making recommendations to the Board concerning any determinations to be made and actions to be taken by the Board pursuant to or with respect to the Plan, or the Board may delegate to the Committee such powers and authorities related to the administration of the Plan, as set forth in Section 4(a) above, as the Board shall determine, consistent with the Certificate of Incorporation and By-laws of the Company and applicable law. The Board may remove members, add members, and fill vacancies on the Committee from time to time, all in accordance with the Company's Certificate of Incorporation and By-laws, and with applicable law. The majority vote of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. (c) NO LIABILITY. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted or Option Agreement entered into hereunder. 2 3 (d) DELEGATION TO THE COMMITTEE. In the event that the Plan or any Option granted or Option Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken by or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in Section 4(b) above. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final and conclusive. 5. COMMON STOCK The capital stock of the Company that may be issued pursuant to Options granted under the Plan shall be shares of common stock, $.01 par value, of the Company (the "Common Stock"), which shares may be treasury shares or authorized but unissued shares. The total number of shares of Common Stock that may be issued pursuant to Options granted under the Plan shall be 12,000,000 shares, subject to adjustment as provided in Section 18 below. If any Option expires, terminates, or is terminated or canceled for any reason prior to exercise in full, the shares of Common Stock that were subject to the unexercised portion of such Option shall be available for future Options granted under the Plan. 6. ELIGIBILITY Options may be granted under the Plan to any employee or director (employee and non-employee directors) of the Company or any Subsidiary, as well as to any independent contractor or consultant performing services for the Company or any Subsidiary as determined by the Board from time to time on the basis of their importance to the business of the Company or any Subsidiary (collectively, "Eligible Individuals"), provided that Incentive Stock Options may only be granted to employees of the Company and its Subsidiaries. An individual may hold more than one Option, subject to such restrictions as are provided herein. 7. GRANT OF OPTIONS (a) GENERAL. Subject to the terms and conditions of the Plan, the Board may, at any time and from time to time, prior to the date of termination of the Plan, grant to such Eligible Individuals as the Board may determine ("Optionees"), Options to purchase such number of shares of Common Stock on such terms and conditions as the Board may determine. The date on which the Board approves the grant of an Option (or such later date as is specified by the Board) shall be considered the date on which such Option is granted. The maximum number of shares of Common Stock subject to Options that may be granted during any calendar year under the Plan to any executive officer or other employee of the Company or any Subsidiary whose compensation is or may be subject to Section 162(m) of the Code is 1,000,000 shares (subject to adjustment as provided in Section 18 below). 3 4 (b) NON-EMPLOYEE DIRECTORS. (i) Each member of the Board that is not an employee of the Company, as determined by the Board in its sole discretion (a "Non-Employee Director"), shall automatically be granted, as of the effective date of the registration statement (the "IPO Effective Date") relating to the Company's initial public offering of its Common Stock ("IPO"), an Option to acquire 50,000 shares of Common Stock at a price per share equal to the initial public offering price. Each Non-Employee Director who joins the Board after the closing date of the IPO shall automatically be granted, as of the date he or she joins the Board, an Option to acquire 50,000 shares of Common Stock at a price per share equal to the closing price of a share of Common Stock on the New York Stock Exchange on the last trading date immediately prior to the grant date, provided if the Common Stock is not listed on the NYSE, the price per share shall be determined in accordance with Section 10. (ii) Additionally, each Non-Employee Director as of the first day of each fiscal year of the Company, shall automatically be granted, as of such date, an Option to acquire 10,000 shares of Common Stock at a price per share equal to the closing price of a share of Common Stock on the New York Stock Exchange on the last trading date immediately prior to the grant date, provided if the Common Stock is not listed on the NYSE, the price per share shall be determined in accordance with Section 10. (iii) All Options granted under this Section 7(b) shall be fully vested and immediately exercisable, and shall remain exercisable for a term of ten years from the date of grant so long as such person remains a member of the Board. At such time as such person ceases to be a Board member, any portion of the Option that has not been exercised shall no longer be exercisable and shall terminate. (iv) No Option referred to herein shall be granted, awarded, or exercised at any time prior to the IPO Effective Date. If the IPO is not consummated, the Options referred to herein shall not be granted or awarded or become exercisable. 8. LIMITATION ON INCENTIVE STOCK OPTIONS (a) TEN PERCENT STOCKHOLDER. Notwithstanding any other provision of this Plan to the contrary, no individual may receive an Incentive Stock Option under the Plan if such individual, at the time the award is granted, owns (after application of the rules contained in Section 424(d) of the Code) stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, unless (i) the purchase price for each share of Common Stock subject to such Incentive Stock Option is at least 110 percent of the fair market value of a share of Common Stock on the date of grant (as determined in good faith by the Board) and (ii) such Incentive Stock Option is not exercisable after the date which is five years from the date of grant. 4 5 (b) LIMITATION ON GRANTS. The aggregate fair market value (determined with respect to each Incentive Stock Option at the time such Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under this Plan or any other plan of the Company or a subsidiary) shall not exceed $100,000. If an incentive stock option is granted pursuant to which the aggregate fair market value of shares with respect to which it first becomes exercisable in any calendar year by an individual exceeds such $100,000 limitation, the portion of such option which is in excess of the $100,000 limitation, and any such options issued subsequently in the same calendar year, shall be treated as a non-qualified option pursuant to Section 422(d)(1) of the Code. In the event that an individual is eligible to participate in any other stock option plan of the Company or any parent or subsidiary of the Company which is also intended to comply with the provisions of Section 422 of the Code, such $100,000 limitation shall apply to the aggregate number of shares for which incentive stock options may be granted under this Plan and all such other plans. 9. OPTION AGREEMENTS All Options granted pursuant to the Plan shall be evidenced by written agreements ("Option Agreements"), to be executed by the Company and by the Optionee, in such form or forms as the Board shall from time to time determine. Option Agreements covering Options granted from time to time or at the same time need not contain similar provisions; PROVIDED, HOWEVER, that all such Option Agreements shall comply with all terms of the Plan. 10. OPTION PRICE The purchase price of each share of Common Stock subject to an Option (the "Option Price") shall be fixed by the Board and stated in each Option Agreement, and subject to the provisions of Sections 7(b) and 8(a) above, shall be not less than 100 percent of the fair market value of a share of Common Stock on the date the Option is granted. If the Common Stock is then listed on any national securities exchange, the fair market value shall be the closing price of a share of Common Stock on such exchange on the last trading day immediately prior to the date of grant; PROVIDED, HOWEVER, that when granting Incentive Stock Options, the Board shall determine fair market value in accordance with the provisions of Section 422 of the Code. If the Common Stock is not listed on any such exchange, the fair market value shall be determined in good faith by the Board. Notwithstanding the foregoing, the Option Price of Options granted on the IPO Effective Date shall be equal to the initial public offering price. 5 6 11. TERM AND VESTING OF OPTIONS (a) OPTION PERIOD. Subject to the provisions of Sections 8(a) and 14 hereof, each Option granted under the Plan shall terminate and all rights to purchase shares thereunder shall cease upon the expiration of 10 years from the date such Option is granted, or on such date prior thereto as may be fixed by the Board and stated in the Option Agreement relating to such Option. Notwithstanding the foregoing, the Board may in its discretion, at any time prior to the expiration or termination of any Option, extend the term of any such Option for such additional period as the Board in its discretion may determine; PROVIDED, HOWEVER, that in no event shall the aggregate option period with respect to any Option, including the initial term of such Option and any extensions thereof, exceed 10 years. (b) VESTING. Subject to the provisions of Section 14 hereof, and except as set forth in Section 7(b)(iii), each Option shall become exercisable with respect to 25% of the total number of shares subject to the Option on the date that is 12 months after the date of its grant (the "Vesting Date") and with respect to an additional 25% of the number of such shares on each of the next three succeeding anniversaries of the Vesting Date. Notwithstanding the foregoing, the Board may in its discretion provide that any vesting requirement or other such limitation on the exercise of an Option may be rescinded, modified or waived by the Board, in its sole discretion, at any time and from time to time after the date of grant of such Option, so as to accelerate the time at which the Option may be exercised. (c) CHANGE IN CONTROL. In the event of a Change in Control (as defined below), except as the Board shall otherwise provide in an Option Agreement with respect to an Option granted under the Plan, all outstanding Options shall become immediately exercisable in full, without regard to any limitation on exercise imposed pursuant to Section 11(b) above. For purposes of the Plan, a "Change in Control" shall be deemed to occur if any person (excluding those persons or affiliates of those persons who were stockholders of the Company prior to the Company's initial public offering) shall acquire direct or indirect beneficial ownership (whether as a result of stock ownership, revocable or irrevocable proxies or otherwise) of more than 50% of the total combined voting power with respect to the election of directors of the issued and outstanding capital stock of the Company (except that no Change in Control shall be deemed to have occurred if the stockholders of the Company immediately before such acquisition own all or substantially all of the voting stock or other interests of such acquiring person immediately after such transaction). For purposes of the Plan, a "person" shall mean any person, corporation, partnership, joint venture or other entity or any group (as such term is defined for purposes of Section 13(d) of the Exchange Act) and "beneficial ownership" shall be determined in accordance with Rule 13d-3 under the Exchange Act. 6 7 12. MANNER OF EXERCISE AND PAYMENT (a) EXERCISE. An Option that is exercisable hereunder may be exercised by delivery to the Company on any business day, at its principal office, addressed to the attention of the Stock Option Administrator, of written notice of exercise, which notice shall specify the number of shares with respect to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised, by one or more of the methods provided below. The minimum number of shares of Common Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of 100 shares or the maximum number of shares available for purchase under the Option at the time of exercise. (b) PAYMENT. Payment of the Option Price for the shares of Common Stock purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Common Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in the manner described in Section 10 above) on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the Option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Common Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Common Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and other taxes that the Company, may, in its judgment, be required to withhold with respect to the exercise of the Option; (iv) to the extent permitted by applicable law and agreed to by the Board in its sole and absolute discretion, by the delivery of a promissory note of the Optionee to the Company on such terms as the Board shall specify in its sole and absolute discretion; or (v) by a combination of the methods described in clauses (i), (ii), (iii) and (iv). Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure described above. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and of no force and effect. (c) ISSUANCE OF CERTIFICATES. Promptly after the exercise of an Option, the individual exercising the Option shall be entitled to the issuance of a certificate or certificates evidencing his ownership of such shares of Common Stock. An individual 7 8 holding or exercising an Option shall have none of the rights of a stockholder until the shares of Common Stock covered thereby are fully paid and issued to him and, except as provided in Section 18 below, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. 13. TRANSFERABILITY OF OPTIONS No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution. 14. TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY (a) GENERAL. Upon the termination of the employment or other service of an Optionee with the Company or any Subsidiary, other than by reason of death or "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code) of such Optionee, any Option granted to such Optionee pursuant to the Plan shall terminate upon the date of such termination of employment or service and such Optionee shall have no further right to purchase shares of Common Stock pursuant to such Option. Notwithstanding the foregoing provisions of this Section 14, the Board may provide, in its discretion, that following the termination of employment or service of an Optionee with the Company or any Subsidiary, an Optionee may exercise an Option, in whole or in part, at any time subsequent to such termination of employment or service and prior to termination of the Option pursuant to Section 11(a) above, either subject to or without regard to any vesting or other limitation on exercise imposed pursuant to Section 11(b) above. Unless otherwise determined by the Board, temporary absence from employment or service because of illness, vacation, approved leaves of absence, military service and transfer of employment shall not constitute a termination of employment or service with the Company or any Subsidiary. (b) DEATH. If an Optionee dies while in the employ or service of the Company or any Subsidiary, Optionee's estate or the devisee named in the Optionee's valid last will and testament or the Optionee's heir at law who inherits the Option shall have the right, at any time within three years after the date of such Optionee's death and prior to termination of the Option pursuant to Section 11(a) above, to exercise, in whole or in part, any vested portion of the Option (in accordance with Section 11(b) above) held by such Optionee at the date of such Optionee's death. On the date of Optionee's death, the unvested portion of the Option shall terminate. (c) DISABILITY. If an Optionee terminates employment or service with the Company or any Subsidiary by reason of the "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code) of such Optionee, then Optionee shall have the right at any time within three years after such termination of employment or service and prior to termination of the Option pursuant to Section 11(a) above, to exercise, in whole or in part, any vested portion of the Option (in accordance with 8 9 Section 11(b) above) held by such Optionee at the date of such termination of employment or service. On the date of such termination of employment or service, the unvested portion of the Option shall terminate. Whether a termination of employment or service is to be considered by reason of "permanent and total disability" for purposes of this Plan shall be determined by the Board, which determination shall be final and conclusive. 15. USE OF PROCEEDS The proceeds received by the Company from the sale of Common Stock pursuant to Options granted under the Plan shall constitute general funds of the Company. 16. REQUIREMENTS OF LAW (a) VIOLATIONS OF LAW. The Company shall not be required to sell or issue any shares of Common Stock under any Option if the sale or issuance of such shares would constitute a violation by the individual exercising the Option or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. (b) REGISTRATION. At the time of any exercise of any Option, the Company may, if it shall determine it necessary or desirable for any reason, require the Optionee (or his or her heirs, legatees or legal representative, as the case may be), as a condition to the exercise thereof, to deliver to the Company a written representation of present intention to purchase the shares for their own account as an investment and not with a view to, or for sale in connection with, the distribution of such shares, except in compliance with applicable federal and state securities laws with respect thereto. In the event such representation is required to be delivered, an appropriate legend may be placed upon each certificate delivered to the Optionee (or his or her heirs, legatees or legal representative, as the case may be) upon his or her exercise of part or all of the Option and a stop transfer order may be placed with the transfer agent. Each Option shall also be subject to the requirement that, if at any time the Company determines, in its discretion, that the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with, the issuance or purchase of the shares thereunder, the 9 10 Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion. The Company shall not be obligated to take any affirmative action in order to cause the exercisability or vesting of an Option or to cause the exercise of an Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. (c) WITHHOLDING. The Board may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option, including, but not limited to: (i) the withholding of delivery of shares of Common Stock upon exercise of Options until the holder reimburses the Company for the amount the Company is required to withhold with respect to such taxes, (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Options in an amount sufficient to reimburse the Company for the amount it is required to so withhold, or (iii) withholding the amount due from any such person's wages or compensation due such person. (d) GOVERNING LAW. This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. 17. AMENDMENT AND TERMINATION OF THE PLAN The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any shares of Common Stock as to which Options have not been granted; PROVIDED, HOWEVER, that the approval by a majority of the votes present and entitled to vote at a duly held meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the amendment, or by written consent in accordance with applicable state law and the Certificate of Incorporation and By-laws of the Company shall be required for any amendment (i) that changes the requirements as to Eligible Individuals to receive Options under the Plan, (ii) that increases the maximum number of shares of Common Stock in the aggregate that may be sold pursuant to Options that are granted under the Plan (except as permitted under Section 18 hereof), or (iii) if approval of such amendment is necessary to comply with federal or state law (including without limitation Rule 162(m) of the Code and Rule 16b-3 under the Exchange Act) or with the rules of any stock exchange or automated quotation system on which the Common Stock may be listed or traded. Except as permitted under Section 18 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the holder of the Option, alter or impair rights or obligations under any Option theretofore granted under the Plan. 18. EFFECT OF CHANGES IN CAPITALIZATION (a) RECAPITALIZATION. If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, reorganization (other than as described in Section 18(b) below), stock split, reverse split, combination of shares, 10 11 exchange of shares, stock dividend or other distribution payable in capital stock of the Company, or other increase or decrease in such shares effected without receipt of consideration by the Company, occurring after the Effective Date, an appropriate and proportionate adjustment shall be made by the Board (i) in the aggregate number and kind of shares of Common Stock available under the Plan, (ii) in the number and kind of shares of Common Stock issuable upon exercise of outstanding Options granted under the Plan, and (iii) in the Option Price per share of outstanding Options granted under the Plan. (b) REORGANIZATION. In connection with a merger, consolidation, reorganization or other business combination of the Company with one or more other entities in which the Company is not the surviving entity, each then outstanding Option shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock would have been entitled to upon such merger, consolidation, reorganization or other business combination. (c) DISSOLUTION OR LIQUIDATION. Upon the dissolution or liquidation of the Company, the Plan and all Options outstanding hereunder shall terminate. In the event of any termination of the Plan under this Section 18(c), each individual holding an Option shall have the right, immediately prior to the occurrence of such termination and during such reasonable period as the Board in its sole discretion shall determine and designate, to exercise such Option in whole or in part, whether or not such Option was otherwise exercisable at the time such termination occurs and without regard to any vesting or other limitation on exercise imposed pursuant to Section 11(b) above. (d) ADJUSTMENTS. Adjustments under this Section 18 related to stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding, and conclusive. No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit. (e) NO LIMITATIONS. The grant of an Option pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets. 19. DISCLAIMER OF RIGHTS No provision in the Plan or in any Option granted or Option Agreement entered into pursuant to the Plan shall be construed to confer upon any individual the right to remain in the employ of the Company or any Subsidiary or to interfere in any way with the right and authority of the Company or any Subsidiary either to increase or decrease the compensation of any individual, 11 12 including any Option holder, at any time, or to terminate any employment or other relationship between any individual and the Company or any Subsidiary. A holder of an option shall not be deemed for any purpose to be a stockholder of the Company with respect to such option except to the extent that such option shall have been exercised with respect thereto and, in addition, a stock certificate shall have been issued theretofore and delivered to the holder. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 18 hereof. 20. NONEXCLUSIVITY OF THE PLAN The adoption of the Plan shall not be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options or stock appreciation rights otherwise than under the Plan. 21. SEVERABILITY If any provision of the Plan or any Option Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 22. NOTICES Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: President, and if to the holder of an option, to the address as appearing on the records of the Company. 12