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the holder will receive a cash payment from us in an amount generally equal to the number of shares underlying the award, multiplied by the greater of (i) the highest per share price
the Company stockholders in any transaction whereby the change in control takes place or (ii) the fair market value of a share of our common stock on the date of the change in control, in any
case reduced by any purchase price per share for the award, as applicable. Performance-based awards will be deemed to be satisfied at maximum level.
"change in control" for purposes of this treatment generally means the transactions described above, but where the holders of our common stock receive consideration in the transaction
other than shares of common stock registered under Section 12 of the Exchange Act, and in addition, the following transactions
- the acquisition by a person or group of beneficial ownership of 50% or more of the outstanding stock or combined voting power of
securities entitled to vote; or
- if our common stock is registered under Section 12 of the Exchange Act, a change in the composition of our board of directors
over a two year period that results in a majority of current directors (or successor directors approved by our current directors) not being continuing directors.
definition of "change in control" under the 2014 Plan in any case excludes purchases or sales of stock by or from us or one of our employee benefit plans or trusts.
Amendment and Termination
The compensation committee has the power to amend the 2014 Plan. However, the compensation committee may not, without stockholder
approval, amend the 2014 Plan to:
- increase the maximum number of shares authorized for issuance pursuant to the 2014 Plan;
- extend the term of the 2014 Plan;
- reduce the minimum purchase price of a share of common stock subject to an option; or
- effect any change inconsistent with Section 422 of the Code.
board of directors may otherwise suspend or terminate the 2014 Plan at any time. No such suspension or termination, however, shall affect the terms or conditions of any award
granted prior to termination.
The 2014 Plan provides that no award shall be transferable by a participant other than by will or the laws of descent and distribution
or pursuant to the beneficiary designation procedures approved by the company.
Limitation on Liability and Indemnification of Directors and Officers
Our fourth amended and restated certificate of incorporation, which will be effective immediately prior to the completion of this
offering, limits our directors' liability to the fullest extent permitted under Delaware corporate law. Delaware corporate law provides that
directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for
- for any transaction from which the director derives an improper personal benefit;
- for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;