Description of 2000 Broad-Based Equity Incentive Plan
We adopted the 2000 Broad-Based Equity Incentive Plan, or the 2000 Plan, to provide our employees,
officers, directors and consultants an opportunity to benefit from increases in the value of our common stock
through the granting of non-statutory stock options, stock bonuses and rights to purchase restricted stock. At the
time we adopted the 2000 Plan, we were not required to seek the approval of our stockholders. The Board has
delegated administration of the 2000 Plan to the Compensation Committee of the Board, and the Compensation
Committee has delegated administration of the 2000 Plan to the Non-Management Stock Option Committee with
respect to certain option grants to employees who are not our executive officers. The Board has the power to
construe and interpret the 2000 Plan and, subject to the provisions of the 2000 Plan, to select the persons to
whom stock awards are to be made, to designate the number of shares to be covered by each stock award, to
establish vesting schedules, to specify the exercise price and the type of consideration to be paid to us upon
exercise or purchase.
As of December 31, 2014, the 2000 Plan had 5,990,000 shares authorized for issuance, options to purchase
an aggregate of 256,176 shares were granted and outstanding under the 2000 Plan, option holders had exercised
options to purchase an aggregate of 5,280,021 shares under the 2000 Plan, and no shares remained available for
grant thereunder. The 2000 Plan expired on January 5, 2010, so we may no longer grant new options under the
2000 Plan.
Options granted under the 2000 Plan generally have a term of seven or ten years, have an exercise price
equal to the fair market value at the time of grant, can only be exercised with a cash payment and vest at the
rate of 25 percent per year after the first year and then at the rate of 2.08 percent per month thereafter during the
option holder’s employment or service as a consultant, employee or director. If any change is made in the
common stock subject to the 2000 Plan, or subject to any stock award, without the receipt of consideration by us
(through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of consideration by us), we will adjust the
outstanding stock awards appropriately in the class(es) and number of securities and price per share of common
stock subject to such outstanding stock awards. Our board of directors will make such adjustments, and its
determination will be final, binding and conclusive. We will not treat the conversion of any of our convertible
securities as a transaction without receipt of consideration.
In the event of our dissolution or liquidation, all outstanding stock awards will terminate immediately prior
to such event.
In the event of:
•
a sale, lease or other disposition of all or substantially all of our assets;
•
a merger or consolidation in which we are not the surviving corporation; or
•
reverse merger in which we are the surviving corporation but the shares of common stock outstanding
immediately preceding the merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise;
then any surviving corporation or acquiring corporation will assume any stock awards outstanding under the
2000 Plan or will substitute similar stock awards (including an award to acquire the same consideration paid to
the stockholders in the transaction for those outstanding under the 2000 Plan). In the event any surviving
corporation or acquiring corporation refuses to assume such stock awards or to substitute similar stock awards
for those outstanding under the 2000 Plan, then with respect to stock awards held by participants whose
continuous service has not terminated, we will accelerate the vesting of such stock awards in full and the stock
awards will terminate if not exercised (if applicable) at or prior to such event.
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