Table of Contents
awards may be made under the 2014 Plan on or after the tenth anniversary of the effective date of the 2014 Plan. However, upon effectiveness of the 2016 Plan, we will not issue any
further awards under the 2014 Plan.
Stock options granted under the 2014 Plan may vest on the basis of the satisfaction of performance conditions established by the
compensation committee or on the basis of the passage of time and continued employment or both. Options will have up to a ten-year term. All options are granted with an exercise price not less than
the fair market value of our common stock on the date of grant.
2014 Plan permits the grant of either incentive stock options or options not qualifying as incentive stock options under the Code.
or changing the terms of an option to lower its option price or taking any other action which has the economic effect of repricing options is not permitted under the terms of
the 2014 Plan without stockholder approval.
The compensation committee may award shares of common stock that are subject to restrictions and conditions as determined by the
compensation committee. Restricted stock awards may vest on the basis of the satisfaction of performance goals established by the compensation committee or on the basis of the passage of time and
continued employment. Recipients of restricted stock receive dividends on, and may vote the shares subject to a grant. Shares of restricted stock may not, however, be sold or otherwise transferred
prior to the lapse of the restrictions.
stock generally vests over a period not shorter than 12 months, provided that the compensation committee may permit acceleration of vesting of any such awards in the
event of the participant's death, disability, or retirement, or a change in control.
Change in Control
In the event of certain change in control transactions affecting us (as described below), all stock options that are not exercisable
will become immediately exercisable in full and the restriction period applicable to any outstanding restricted stock will lapse and the performance period applicable to any outstanding performance
share shall lapse and, each share of common stock available under the 2014 Plan (whether or not subject to an outstanding award) will be converted pursuant to the change in control transaction
purposes of the treatment above, a "change in control" generally means either of the following transactions, where the holders of our common stock receive shares of common stock
registered under Section 12 of the Exchange Act in the transaction:
- a reorganization, merger, consolidation or sale of substantially all of our assets in a transaction in which our stockholders
immediately prior to the transaction do not own at least 50% of the voting power of the surviving, resulting or transferee entity, except if our incumbent board will constitute at least a majority of
the board or managers of the resulting entity (if our common stock is registered under Section 12 of the Exchange Act); or
- the consummation of a plan of our complete liquidation or dissolution.
the event of certain other change in control transactions affecting us (as described below), each outstanding award under the 2014 Plan shall be surrendered to us and immediately