F-27
2011Equity IncentivePlan
InMarch2011, our BoardofDirectors adopted, and the stockholders subsequently approved, a stockoptionplan that
provides for the issuance of stockoptions, stock appreciation rights, restricted stock awards, restricted stock unit awards, and
performance cash awards. The planprovides for the purchase of up to5,500,000 shares of our common stock for issuance toour
employees, directors, and consultants. The plan expires in June 2021. The 2011Plandoes not allowus to reduce the exercise price of
anyoutstanding stockoptions or stock appreciation rights or cancel anyoutstanding stockoptions or stock appreciation rights that
have an exercise price or strike price greater than the current fairmarket value of the common stock in exchange for cashor other
stock awards unless our stockholders approve such action. Currentlywe anticipate awardingonlyoptions and restricted stockunits
awards toour employees, directors and consultants. Under the 2011Plan, stockoptions cannot vest in a periodof less than two years
and restricted stockunit awards cannot vest in a periodof less than three years. We have granted restricted stockunit awards toour
employees under the 2011Planwhichvest annually over a four year period. AtDecember 31, 2013, a total of 407,738 optionswere
outstanding, no shareswere exercisable, and5,046,148 shareswere available for future grant under the 2011Plan.
Under the 2011Plan, wemay issue a stock awardwith additional accelerationof vesting and exercisability uponor after a
change in control. In the absence of suchprovisions, no such accelerationwill occur. The stockoptions and restricted stock unit
awardswe issue toour chief executive officer and chief operating officerwill accelerate upon a change of control, as defined in the
2011Plan.
CorporateTransactions andChange inControl under 2011Plan
In the event of certain significant corporate transactions, our BoardofDirectors has the discretion to take one ormore of the
following actionswith respect tooutstanding stock awards under the 2011Plan:
arrange for assumption, continuation, or substitutionof a stock awardby a survivingor acquiring entity (or its parent
company);
arrange for the assignment of any reacquisition or repurchase rights applicable to any shares of our common stock issued
pursuant to a stock award to the survivingor acquiring corporation (or its parent company);
accelerate the vesting and exercisability of a stock award followedby the termination of the stock award;
arrange for the lapse of any reacquisitionor repurchase rights applicable to any shares of our common stock issued
pursuant to a stock award;
cancel or arrange for the cancellation of a stock award, to the extent not vestedor not exercisedprior to the effective date
of the corporate transaction, in exchange for cash consideration, if any, as theBoard, in its sole discretion,may consider
appropriate; and
arrange for the surrender of a stock award in exchange for a payment equal to the excess of (a) the value of the property
the holder of the stock awardwouldhave receivedupon the exercise of the stock award, over (b) any exercise price
payable by suchholder in connectionwith such exercise.
2002Non-EmployeeDirectors’ StockOptionPlan
InSeptember 2001, our BoardofDirectors adopted, and the stockholders subsequently approved, an amendment and
restatement of the 1992Non-EmployeeDirectors’ StockOptionPlan, whichprovides for the issuance of non-qualified stockoptions
and restricted stockunits toour non-employee directors. The name of the resultingplan is the 2002Non-EmployeeDirectors’ Stock
OptionPlan (the 2002Plan). The 2002Planprovides for the purchase of up to1,200,000 shares of our common stock toour non-
employee directors. Options under this plan expire ten years from the date of grant. Options grantedbecome exercisable in four equal
annual installments beginningone year after the date of grant. AtDecember 31, 2013, a total of 459,373optionswere outstanding,
285,002of the shares issuedwere exercisable and311,375 shareswere available for future grant under the 2002Plan.
Employee StockPurchasePlan
In June 2009, our BoardofDirectors adopted, and the stockholders subsequently approved, the amendment and restatement
of theESPP andwe reserved an additional 150,000 shares of common stock for issuance thereunder. In eachof the subsequent years,
we reserved an additional 150,000 shares of common stock for theESPP resulting in a total of 2,424,596million shares authorized
under the plan as ofDecember 31, 2013. TheESPPpermits full-time employees topurchase common stock through payroll
deductions (which cannot exceed10 percent of each employee’s compensation) at the lower of 85 percent of fairmarket value at the
beginningof the purchase periodor the endof each six-month purchase period. Under the amended and restatedESPP, employees
must hold the stock theypurchase for aminimumof sixmonths from the date of purchase beginningwith the offering endedon
January1, 2010. During2013, employees purchased andwe issued to employees 102,812 shares under theESPP at $9.04per share.
At December 31, 2013, 264,275 shareswere available for purchase under theESPP.
