79
(b)
Consists of the 2000Broad-BasedEquity Incentive Plan,more fullydescribedbelow. The 2000Broad-BasedEquity
IncentivePlan expiredon January5, 2010.
(c)
Of these shares, 264,275 remained available for purchase under theESPP as ofDecember 31, 2013. TheESPP incorporates
an evergreen formula pursuant towhichon January1of eachyear, we automatically increase the aggregate number of shares
reserved for issuance under the planby150,000 shares.
Descriptionof 2000Broad-BasedEquity IncentivePlan
We adopted the 2000Broad-BasedEquity IncentivePlan, or the2000Plan, toprovide our employees, officers, directors and
consultants anopportunity tobenefit from increases in the value of our common stock through the grantingof non-statutory stock
options, stockbonuses and rights topurchase restricted stock. At the timewe adopted the 2000Plan, wewere not required to seek the
approval of our stockholders. TheBoardhas delegated administrationof the 2000Plan to theCompensationCommittee of theBoard,
and theCompensationCommittee has delegated administrationof the 2000Plan to theNon-Management StockOptionCommittee
with respect to certainoptiongrants to employeeswho are not our executive officers. TheBoardhas the power to construe and
interpret the 2000Plan and, subject to the provisions of the 2000Plan, to select the persons towhom stock awards are tobemade, to
designate the number of shares tobe covered by each stock award, to establish vesting schedules, to specify the exercise price and the
type of consideration tobe paid tous upon exercise or purchase.
As ofDecember 31, 2013, the 2000Planhad5,990,000 shares authorized for issuance, options to purchase an aggregate of
630,086 shareswere granted andoutstandingunder the 2000Plan, optionholders had exercisedoptions topurchase an aggregate of
4,906,111 shares under the 2000Plan, andno shares remained available for grant thereunder. The 2000Plan expiredon January5,
2010, sowemayno longer grant newoptions under the 2000Plan.
Options grantedunder the 2000Plangenerallyhave a termof sevenor ten years, have an exercise price equal to the fair
market value at the time of grant, canonlybe exercisedwith a cash payment andvest at the rate of 25 percent per year after the first
year and then at the rate of 2.08percent permonth thereafter during the optionholder’s employment or service as a consultant,
employee or director. If any change ismade in the common stock subject to the 2000Plan, or subject to any stock award, without the
receipt of considerationby us (throughmerger, consolidation, reorganization, recapitalization, reincorporation, stockdividend,
dividend inpropertyother than cash, stock split, liquidatingdividend, combination of shares, exchange of shares, change in corporate
structure or other transactionnot involving the receipt of considerationby us), wewill adjust the outstanding stock awards
appropriately in the class(es) andnumber of securities andprice per share of common stock subject to suchoutstanding stock awards.
Our boardof directorswillmake such adjustments, and its determinationwill be final, binding and conclusive.Wewill not treat the
conversionof anyof our convertible securities as a transactionwithout receipt of consideration.
In the event of our dissolutionor liquidation, all outstanding stock awardswill terminate immediatelyprior to such event.
In the event of:
a sale, lease or other disposition of all or substantially all of our assets;
amerger or consolidation inwhichwe are not the surviving corporation; or
reversemerger inwhichwe are the surviving corporationbut the shares of common stockoutstanding immediately
preceding themerger are convertedbyvirtue of themerger intoother property, whether in the formof securities, cash or
otherwise;
then any surviving corporationor acquiring corporationwill assume any stock awards outstandingunder the 2000Planorwill
substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction for
those outstandingunder the 2000Plan). In the event any surviving corporationor acquiring corporation refuses to assume such stock
awards or to substitute similar stock awards for those outstandingunder the 2000Plan, thenwith respect to stock awards held by
participantswhose continuous service has not terminated, wewill accelerate the vestingof such stock awards in full and the stock
awardswill terminate if not exercised (if applicable) at or prior to such event.
Item13. CertainRelationships andRelatedTransactions, andDirector Independence
We incorporate by reference the information requiredby this item to the information under the captions “Independence of the
BoardofDirectors” and “CertainRelationships andRelatedTransactions” contained in the ProxyStatement.
