Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualificat
...ion of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. 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 of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. The Company shall not be required to
sell or issue deliver any shares
of under this Restricted Stock
under any Award Unit Agreement if the
sale or issuance delivery of such shares would constitute a violation by the
Grantee, any other individual exercising an Option, Grantee or
by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine
..., in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental state or federal law, or the consent or approval of any government regulatory body body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase delivery of shares hereunder, no shares of the Restricted Stock may be issued Units shall not vest in whole or sold to the Grantee or any other individual exercising an Option pursuant to such Award 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, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, Company. Specifically in connection with the Securities Act, upon the exercise Act of any Option 1933 (as now in effect or the delivery of any shares of Stock underlying an Award, as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, shares, the Company shall not be required to sell or issue deliver such shares unless the Committee Company has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities such Act. Any determination in this connection by the Committee Company shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. Act of 1933 (as now in effect or as hereafter amended). The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance delivery of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option the Restricted Stock Units shall not be exercisable vest unless and until the shares of Stock covered by such Option are registered or are exempt subject to an available exemption from registration, the exercise vesting of such Option the Restricted Stock Units (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. General The Company shall not be required to sell or issue any
shares of Stock Shares under any Award if the sale or issuance of such
shares Shares would constitute a violation by the Grantee, any other
individual exercising an Option, individual, or the Company
of any provision of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations. If at any time the Company
shall determine, in its discretion, determines... that the listing, registration registration, or qualification of any shares Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition term of, or in connection with, the issuance or purchase of shares Shares hereunder, no shares of Stock Shares may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions terms not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock Shares underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall not be required to sell or issue such shares Shares unless the Committee Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to Shares under an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event not be obligated to, register any securities covered hereby pursuant to under the Securities Act. 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 of Stock pursuant to Shares under the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when The Board may require the Company has a class Grantee to sign such additional documentation, make such representations, and furnish such information as the Board may consider appropriate in connection with the grant of equity securities registered under Awards or issuance or delivery of Shares in compliance with applicable laws. 14 14.2. California Grantees The Plan is intended to comply with Section 12 25102(o) of the Exchange Act, it is California Corporations Code, to the intent extent applicable. In that regard, to the extent required by Section 25102(o), (1) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods after Separation from Service specified by Section 25102(o) and (2) any repurchase right of the Company with respect to Issued Shares shall include a minimum 90-day notice requirement. Any Plan term that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan is inconsistent with Section 25102(o) shall, without further act or action amendment by the Board Company or Committee does not the Board, be reformed to comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. Section 25102(o).
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Requirements of Law.
General. The Company
shall will not be required to
offer, sell or issue any
shares of Stock Common Shares under any
Award Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the
offer, sale or issuance of such
shares Common Shares would constitute a violation by the Grantee,
the Company or an Affiliate, or any other
individual exercising an Option, or the Company person, of any provision of
any law or regulation of any governmental authority, Applicable Laws, including
w...ithout limitation any federal or state securities laws or regulations. If at any time the Company shall will determine, in its discretion, that the listing, registration or qualification of any shares Common Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, Common Shares in connection with any Award, no shares of Stock Common Shares may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or SAR or otherwise, unless such listing, registration, qualification, consent registration or approval shall qualification will have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall will in no way affect the date of termination of such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in Common Shares or the delivery of any shares of Stock Common Shares underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by Common Shares subject to such Award, the Company shall will not be required to offer, sell 25 or issue such shares Common Shares unless the Committee has will have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares Common Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall will be final, binding, and conclusive. The Company may, may register, but shall will in no event be obligated to, register to register, any Common Shares or other securities covered hereby issuable pursuant to the Plan pursuant to the Securities Act. The Company shall will not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock Common Shares or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option shall or SAR that may be settled in Common Shares will not be exercisable until the shares of Stock covered by Common Shares subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) shall apply will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 16.2 Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of such Rule 16b-3, it shall such provision or action will be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall will not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement.
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Requirements of Law.
General. The Company
shall will not be required to
offer, sell or issue any
shares of Stock Common Shares under any
Award Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the
offer, sale or issuance of such
shares Common Shares would constitute a violation by the Grantee,
the Company or an Affiliate, or any other
individual exercising an Option, or the Company person, of any provision of
any law or regulation of any governmental authority, Applicable Laws, including
w...ithout limitation any federal or state securities laws or regulations. If at any time the Company shall will determine, in its discretion, that the listing, registration or qualification of any shares Common Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, Common Shares in connection with any Award, no shares of Stock Common Shares may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or SAR or otherwise, unless such listing, registration, qualification, consent registration or approval shall qualification will have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall will in no way affect the date of termination of such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR 28 that may be settled in Common Shares or the delivery of any shares of Stock Common Shares underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by Common Shares subject to such Award, the Company shall will not be required to offer, sell or issue such shares Common Shares unless the Committee has will have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares Common Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall will be final, binding, and conclusive. The Company may, may register, but shall will in no event be obligated to, register to register, any Common Shares or other securities covered hereby issuable pursuant to the Plan pursuant to the Securities Act. The Company shall will not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock Common Shares or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option shall or SAR that may be settled in Common Shares will not be exercisable until the shares of Stock covered by Common Shares subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) shall apply will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 16.2 Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of such Rule 16b-3, it shall such provision or action will be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall will not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement.
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Requirements of Law.
General. The
Company Corporation shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares would constitute a violation by the
Grantee, Optionee, any other individual exercising
an Option, a right emanating from such Grant, or the
Company Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the
Company Corpo...ration shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award a Grant upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee Optionee or any other individual exercising an Option pursuant to such Award Grant unless such listing, registration, qualification, consent or approval shall -15- have been effected or obtained free of any conditions not acceptable to the Company, Corporation, and any delay caused thereby shall in no way affect the date of termination of the Award. Grant. Specifically, in connection with the Securities Act, upon the exercise of any Option right emanating from such Grant or the delivery of any shares of Stock underlying an Award, Restricted Stock, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by such Award, Grant, the Company Corporation shall not be required to sell or issue such shares unless the Committee Board has received evidence satisfactory to it that the Grantee Optionee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee Board shall be final, binding, and conclusive. The Company Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company Corporation shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 14.2 Rule 16b-3. During any time when the Company Corporation has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent of the Company Corporation that Awards Grants pursuant to the Plan and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. 14.3 Financial Reports. To the extent required by applicable law, not less often than annually, the Corporation shall furnish to Grantees summary financial information including a balance sheet regarding the Corporation's financial condition and results of operations, unless such Grantees have duties with the Corporation that assure them access to equivalent information. Such financial statements need not be audited.
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Requirements of Law.
General. The Company shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares
of Stock would constitute a violation by the Grantee, any other
individual person exercising
an Option, a right emanating from such Grant, or the Company of any provision of any law or regulation of any governmental authority,
including including, without
limitation limitation, any federal or state securities laws or regulations. If at any time the Company
...shall determine, in its discretion, that the listing, registration or qualification of any shares of Stock subject to an Award a Grant upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares of Stock hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual person exercising an Option pursuant to a right emanating from such Award Grant unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with Grant. Without limiting the Securities Act, generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any Restricted Stock or shares of Stock underlying an Award, Restricted Stock Units, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by such Award, Grant, the Company shall not be required to sell or issue such shares of Stock unless the Committee has received evidence satisfactory to it that the Grantee or any other individual person exercising an Option a right emanating from such Grant may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any such determination in this connection by the Committee shall be final, binding, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in shares of Stock) shall not be exercisable until the shares of Stock covered by such Option (or SAR) are registered or are exempt from registration, the exercise of such Option (under (or SAR) under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 14.2 Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards Grants pursuant to the Plan and the exercise of Options and SARs granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it such provision or action shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. -13- 15. 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 Stock as to which Grants have not been made; provided, that, any amendment that materially increases the benefits available under the Plan or which is required to be submitted for stockholder approval by applicable law, rule or regulation (including, without limitation, rules of the exchange on which the Stock is traded) shall be adopted subject to stockholder approval. Except as permitted under this Section 15 or Section 16 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Grantee, alter or impair rights or obligations under any Grant theretofore awarded under the Plan.
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Requirements of Law.
General. General The Company shall not be required to sell or issue any
shares of Stock Shares under any Award if the sale or issuance of such
shares Shares would constitute a violation by the Grantee, any other individual exercising an
Option, Option or the Company of any provision of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations. If at any time the
Company shall determine, in its discretion, Committee deter...mines that the listing, registration or qualification of any shares Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares Shares hereunder, no shares of Stock Shares may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall not be required to sell or issue such shares Shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. 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 of Stock Shares pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 31.2. Section 25102(o) of the California Corporations Code. The Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods following Separation from Service specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to Shares issued under the Plan shall include a minimum 90-day notice requirement. Any provision of the Plan that is inconsistent with Section 25102(o) shall, without further act or amendment by the Company, be reformed to comply with the requirements of Section 25102(o). 31.3. Rule 16b-3. 16b-3 During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. General The Company shall not be required to sell or issue any
shares of Stock Shares under any Award if the sale or issuance of such
shares Shares would constitute a violation by the Grantee, any other individual exercising an
Option, Option or the Company of any provision of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations. If at any time the
Company shall determine, in its discretion, Committee deter...mines that the listing, registration or qualification of any shares Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares Shares hereunder, no shares of Stock Shares may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall not be required to sell or issue such shares Shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. 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 of Stock Shares pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 14 14.2. Section 25102(o) of the California Corporations Code. The Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods following Separation from Service specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to Shares issued under the Plan shall include a minimum 90-day notice requirement. Any provision of the Plan that is inconsistent with Section 25102(o) shall, without further act or amendment by the Company, be reformed to comply with the requirements of Section 25102(o). 14.3. Rule 16b-3. 16b-3 During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. The Company
shall will not be required to
offer, sell or issue any shares of Stock under any
Award Award, whether pursuant to the exercise of an Option or otherwise, if the
offer, sale or issuance of such shares
of Stock would constitute a violation by the Grantee,
the Company or an Affiliate, or any other
individual exercising an Option, or the Company person, of any provision of
any law the Company's certificate of incorporation or
regulation bylaws or of
any governmental authority, A...pplicable Laws, including without limitation any federal or state securities laws or regulations. If at any time the Company shall will determine, in its discretion, that the listing, registration or qualification of any shares of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or otherwise, unless such listing, registration, qualification, consent registration or approval shall qualification will have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall will in no way affect the date of termination of such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall will not be required to offer, sell or issue such shares of Stock unless the Committee has will have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall in connection with the foregoing will be final, binding, and conclusive. The Company may, may register, but shall will in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan pursuant to the Securities Act. The Company shall will not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option shall that may be settled in shares of Stock will not be exercisable until the shares of Stock covered by subject to such Option are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under under circumstances in which the laws of such jurisdiction apply) shall apply will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 19 13.2Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder that would otherwise be subject to officers and directors hereunder Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of such Rule 16b-3, it shall such provision or action will be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall will not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement.
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Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares
of Stock would constitute a violation by the Grantee, any other
individual person exercising
an Option, a right emanating from such Grant, or the Company of any provision of any law or regulation of any governmental authority,
including including, without
limitation limitation, any federal or state securities laws or regulations. If at any time the Company
...shall determine, in its discretion, that the listing, registration or qualification of any shares of Stock subject to an Award a Grant upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares of Stock hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual person exercising an Option pursuant to a right emanating from such Award Grant unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with Grant. Without limiting the Securities Act, generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any Restricted Stock or shares of Stock underlying an Award, Restricted Stock Units, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by such Award, Grant, the Company shall not be required to sell or issue such shares of Stock unless the Committee Board has received evidence satisfactory to it that the Grantee or any other individual person exercising an Option a right emanating from such Grant may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any such determination in this connection by the Committee Board shall be final, binding, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in shares of Stock) shall not be exercisable until the shares of Stock covered by such Option (or SAR) are registered or are exempt from registration, the exercise of such Option (under (or SAR) under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 14.2. Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards Grants pursuant to the Plan and the exercise of Options and SARs granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it such provision or action shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. Except as permitted under this Section 15 or Section 16 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Grantee, alter or impair rights or obligations under any Grant theretofore awarded under the Plan.
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