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OPTICS CORPORATION, INC.
EQUITY INCENTIVE PLAN
A, which is incorporated by reference, defines the terms used in the Plan and
sets forth certain operational rules related to those terms.
has been established to advance the interests of the Company by providing for
the grant to Participants of Stock-based Awards.
Administrator has discretionary authority, subject only to the express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any Award;
prescribe forms, rules and procedures; and otherwise do all things necessary
carry out the purposes of the Plan. In the case of any Award intended to be
eligible for the performance-based compensation exception under Section 162(m),
the Administrator will exercise its discretion consistent with qualifying the
Award for that exception. Determinations of the Administrator made under the
Plan will be conclusive and will bind all parties.
ON AWARDS UNDER THE PLAN
number of shares of Stock available for delivery in satisfaction of Awards
the Plan shall be determined in accordance with this Section 4(a).
to Section 7(b), the maximum number of shares of Stock that may be delivered
satisfaction of Awards under the Plan shall be 3,000,000 plus the number (not
exceed 500,000) of unused Prior Plan Shares. The number of shares of Stock
delivered in satisfaction of Awards shall be, for purposes of the first sentence
of this Section 4(a)(1), the number of shares of Stock subject to an Award
reduced by the number of shares of Stock (a) withheld by the Company in
payment of the exercise price of the Award or in satisfaction of tax withholding
requirements with respect to the Award, or (b) awarded under the Plan as
Restricted Stock but thereafter forfeited, or (c) made subject to an Award
is exercised or satisfied, or that terminates or expires, without the delivery
extent consistent with the requirements of Section 422 and with other applicable
legal requirements (including applicable stock exchange requirements), Stock
issued under awards of an acquired company that are converted, replaced, or
adjusted in connection with the acquisition shall not reduce the number of
shares available for Awards under the Plan.
delivered by the Company under the Plan may be authorized but unissued Stock
previously issued Stock acquired by the Company. No fractional shares of Stock
will be delivered under the Plan.
maximum number of shares of Stock for which Stock Options may be granted to
person in any calendar year and the maximum number of shares of Stock subject
SARs granted to any person in any calendar year will each be 1,000,000. The
maximum number of shares subject to other Awards granted to any person in any
calendar year will be 1,000,000 shares. The foregoing provisions will be
construed in a manner consistent with Section 162(m).
Administrator will select Participants from among those key Employees and
directors of, and consultants and advisors to, the Company or its Affiliates
who, in the opinion of the Administrator, are in a position to make a
significant contribution to the success of the Company and its Affiliates.
Eligibility for ISOs is limited to employees of the Company or of a "parent
corporation" or "subsidiary corporation" of the Company as those terms are
defined in Section 424 of the Code.
APPLICABLE TO AWARDS
Administrator will determine the terms of all Awards, subject to the limitations
provided herein. By accepting (or, under such rules as the Administrator may
prescribe, being deemed to have accepted) an Award, the Participant agrees
the terms of the Award and the Plan. Notwithstanding any provision of this
to the contrary, awards of an acquired company that are converted, replaced
adjusted in connection with the acquisition may contain terms and conditions
that are inconsistent with the terms and conditions specified herein, as
determined by the Administrator.
Awards may be made after October 10, 2016 but previously granted Awards may
continue beyond that date in accordance with their terms.
may not be transferred other than by will or the laws of descent and
distribution and may be exercised, during the lifetime of the Participant to
whom they were awarded, only by that Participant. Other Awards may be
transferred during a Participant's lifetime only on a gratuitous basis and then
only to the extent, if any, determined by the Administrator.
Administrator may determine the time or times at which an Award will vest or
become exercisable and the terms on which an Award requiring exercise will
remain exercisable. Without limiting the foregoing, the Administrator may at
time accelerate the vesting or exercisability of an Award, regardless of any
adverse or potentially adverse tax consequences resulting from such
acceleration. Unless the Administrator expressly provides otherwise, however,
the following rules will apply: immediately upon the cessation of the
Participant's Employment, each Award requiring exercise that is then held by the
Participant or by the Participant's permitted transferees, if any, will cease to
be exercisable and will terminate, and all other Awards that are then held
the Participant or by the Participant's permitted transferees, if any, to the
extent not already vested will be forfeited, except that:
subject to (B) and (C) below, all Stock Options and SARs held by the Participant
or the Participant's permitted transferees, if any, immediately prior to the
cessation of the Participant's Employment, to the extent then exercisable, will
remain exercisable for the lesser of (i) a period of three months or (ii) the
period ending on the latest date on which such Stock Option or SAR could have
been exercised without regard to this Section 6(a)(4), and will thereupon
Stock Options and SARs held by a Participant or the Participant's permitted
transferees, if any, immediately prior to the Participant's death, to the extent
then exercisable, will remain exercisable for the lesser of (i) the one year
period ending with the first anniversary of the Participant's death or (ii) the
period ending on the latest date on which such Stock Option or SAR could have
been exercised without regard to this Section 6(a)(4), and will thereupon
Stock Options and SARs held by a Participant or the Participant's permitted
transferees, if any, immediately prior to the cessation of the Participant's
Employment will immediately terminate upon such cessation if the Administrator
in its sole discretion determines that such cessation of Employment has resulted
for reasons which cast such discredit on the Participant as to justify immediate
termination of the Award.
Administrator will make such provision for the withholding of taxes as it deems
necessary. The Administrator may, but need not, hold back shares of Stock from
an Award or permit a Participant to tender previously owned shares of Stock
satisfaction of tax withholding requirements (but not in excess of the minimum
withholding required by law).