plan.cftemplate

This is a plan for ""Company"", [Company Name], a Delaware corporation, to grant <Awards> of <Restricted Stock> and <Options>.

    \ Purposes \ This plan has three main purposes:

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        This plan makes it possible to grant <Awards> without breaking securities laws. 
        In general, securities laws require companies to register their stock before granting it. 
        Registering takes a lot of time and money. 
        Exceptions to the need to register, called "exemptions", allow companies to grant their stock to employees and consultants under written stock plans that follow specific rules. 
        This is that stock plan.

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        This plan helps some <Awards> qualify for good tax treatment. 
        For example, some <Options> may qualify for treatment as "Incentive Stock Options" under the <Tax Code>. 
        This plan cannot guarantee good tax treatment or tell people who get <Awards> what personal tax choices to make. 
        But it can help <Awards> qualify for treatment that people who get <Awards> might want.

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        This plan helps organize the process of giving <Awards> over time, from approval through grant to vesting and amendment.

    \ Contents \
    This plan sets out rules for its administration and for <Awards> generally. 
    It also gives some phrases specific definitions that apply throughout this plan. 
    Definitions of many important phrases, like <Change of Control>, are in {Definitions}.

    \ Stock Pool \

        \ Stock in the Pool \
        Under this plan, the <Administrator> may issue up to [Pool Stock] shares of <Stock> under <Awards>, the <Pool>. 
        The <Administrator> may issue the whole <Pool> under <Incentive Stock Options> if it chooses.

        # Consider "recycle"
        \ Returning Stock to the Pool \
        Some <Stock> under <Awards> may return to the <Pool>, to be recycled under new <Awards>.

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            When an <Award> expires before the <Company> issues all the <Stock> under it, the <Stock> the <Company> has not issued returns to the <Pool>.

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            When an <Award> may no longer be exercised, any <Stock> under the <Award> that the <Company> has not issued returns to the <Pool>.

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            When an <Option> is traded in under an <Option Exchange Program>, the <Stock> under the <Option> returns to the <Pool>.

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            When the <Company> holds back shares under a <Cashless Exercise Program>, the <Stock> the <Company> holds back returns to the <Pool>.

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            When <Restricted Stock> is forfeited to the <Company>, those shares return to the <Pool>.

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            When the <Company> uses a right to buy back <Restricted Stock>, those shares return to the <Pool>.

        <Stock> stops returning to the <Pool> when this plan terminates.

        \ Adjusting the Size of the Pool \
        The number of shares in the <Pool> may be adjusted under {Adjustments}. 
        But the <Administrator> may not issue more than the <Starting Size of the Pool> under <Incentive Stock Options> unless the <Tax Code> allows the <Administrator> to recycle more shares.

    \ Administration \

        \ Who Administers this Plan \
        The <Board> will decide who administers this plan as <Administrator>. 
        The <Board> may:

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            make the <Board> itself <Administrator>

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            make a <Committee> <Administrator>

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            make both the <Board> and a <Committee> <Administrator>, and decide their relative responsibilities

        \ Officers \
        If <Applicable Law> permits, the <Board> may allow a <Company> officer or group of <Company> officers to make <Awards> within limits set by the <Board>. 
        But the <Board> may not allow <Company> officers to make <Awards> to those covered by section 16 of the <Exchange Act> (Directors, Officers, and Principal Stockholders).

        \ Changing Who Administers the Plan \
        The <Board> may change the <Administrator> over time. 
        If the <Board> makes a <Committee> the <Administrator> of any part of this plan, the <Board> may add, remove, and replace <Committee> members, and dissolve the <Committee> as a whole, as <Applicable Law> permits. 
        If the <Board> has a <Committee> administer this plan under <Rule 16b-3> (Transactions between an issuer and its officers or directors) or section 162(m) of the <Tax Code> (Certain excessive employee remuneration), the <Board> must follow those laws in making changes to the <Committee>, too.

        \ What the Administrator Does \
        Subject to {When Participants Must Agree to Changes}:

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            The <Administrator> will decide the <Fair Market Value> under {Determining Fair Market Value}.

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            The <Administrator> will decide which <Company> <Employees> and <Consultants> receive <Awards>.

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            The <Administrator> will decide the number of shares of <Stock> under each <Award>.

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            The <Administrator> will approve form agreements for <Awards> and other documents under this plan.

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            The <Administrator> will decide the terms of <Awards>, without contradicting this plan.

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            The <Administrator> may amend agreements about <Stock> under <Options> and <Restricted Stock>.

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            The <Administrator> may buy out options under {Option Buyout}.

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            The <Administrator> may set up and administer a <Cashless Exercise Program>.

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            The <Administrator> may set up and administer an <Option Exchange Program> without additional <Company> stockholder approval.

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            The <Administrator> may add terms to this plan under {Terms for Foreign Participants}.

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            The <Administrator> may decide what the terms of this plan, documents under this plan, any <Award Packet>, and other documents for <Awards>, mean. 
            The <Administrator>'s decisions on meaning will apply to every <Participant>.

        \ Determining Fair Market Value \
        The <Administrator> alone will decide <Fair Market Value>, in the way it thinks best. 
        When possible, the <Administrator> will decide <Fair Market Value> based on the market closing price of the <Stock> reported in The Wall Street Journal. 
        The <Administrator>'s decisions on <Fair Market Value> will apply, consistently, to every <Participant>.

        \ Indemnification \
        If anyone involved in administering this plan, as a member of the <Board>, a <Committee>, or a <Company> officer, becomes involved in legal action related to this plan or an <Award> under it, the <Company> shall pay all the losses, costs, liability, judgments, and reasonable expenses they incur as a result. 
        But the <Company> shall not pay any settlement amounts it did not approve in advance, nor any amounts at all for anyone as a result of legal action in which a court finds they failed to act in good faith. 
        To receive payment, those covered must give the <Company> a chance to take over defending the legal action, at <Company> expense, before they start defending it themselves. 
        This indemnification right does not replace or limit any other rights to indemnification those covered may have.

        \ Issuing Stock \
        Despite any term of this plan or any <Award Packet>, the <Company> will not issue any <Stock> under this plan unless the <Company>, with its lawyers, decides that doing so is permitted by <Applicable Law>. 
        The <Company> will not be liable to anyone for delaying or refusing to issue <Stock> in a way it believes breaks <Applicable Law>. 
        If the <Company>'s lawyers request, the <Company> may require a <Participant> to make representations and warranties at the time they exercise an <Option> or buy <Restricted Stock> to comply with <Applicable Law>, including requirements for securities laws exemptions. 
        # TODO Necessary to restate
        <Stock> received by exercising an <Option> or buying <Restricted Stock>, before the <Company>'s <Stock> becomes a <Listed Security>, is subject to <Company> rights of first refusal per the <Award Packet>.

    \ When Participants Must Agree to Changes \
    The <Administrator> may not make any change to an <Award> or <Award Packet> with significant negative effect on the <Participant>, unless the <Participant> agrees.

    \ Awards Generally \

        \ Who May Receive Which Kinds of Awards \
        The <Administrator> may grant <Nonstatutory Stock Options> and <Restricted Stock> to <Consultants>, <Employees> of the <Company>, and <Employees> of <Affiliates>. 
        The <Administrator> may grant <Incentive Stock Options> only to <Employees> of the <Company>.

        \ Award Dates \
        The <Administrator> will decide what date counts as the date of an <Award>. 
        By default, the date of an <Award> is the day the <Administrator> decided to grant the <Award>.

        \ No Employment Rights \
        Neither this plan, its definition of <Cause>, nor any <Award> under it grant anyone any right to continued employment or contract work.

        \ Beneficiaries \
        With the <Company>'s advance written permission, a <Participant> may designate beneficiaries for an <Award> by filing a <Company>-approved form. 
        A <Participant> may change their designation by filing a <Company>-approved form. 
        Unless an <Award Packet> says otherwise, if a deceased <Participant> did not designate a beneficiary for an <Award> who survives them, the <Award> goes to those entitled under the <Participant>'s will or inheritance law.

    \ Options \

        \ Kinds of Options \
        Each <Option> under this plan will be either an <Incentive Stock Option> or a <Nonstatutory Stock Option>.

        \ $100,000 Limit \
        Section 422(d) of the <Tax Code> imposes a $100,000 <Fair Market Value> limit on the number of a <Participant>'s <Options> that may be <Incentive Stock Options> in a calendar year. 
        <Incentive Stock Options> that exceed that limit will be treated as <Nonstatutory Stock Options>.

        \ Option Terms \
        An <Option Packet> will set the term of each <Option> under this plan, within these limits:

            \ 10-Year Limit \
            Per section 422(b)(3) of the <Tax Code>, the longest term for any <Option> is ten years from the day granted.

            \ 5-Year Limit for Ten Percent Holders \
            Per section 422(c)(5) of the <Tax Code>, the longest term for any <Option> granted someone who is a <Ten Percent Holder> at the time is five years from the day granted.

        If the term in an <Option Packet> goes over its limit, the term of the <Option> is the limit, no matter what the <Option Packet> says.

        \ Exercise Prices \

            \ Incentive Stock Option Exercise Prices \
            Subject to {Special Exercise Prices}, an <Option Packet> will set the exercise price of each <Incentive Stock Option>, within these limits:

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                Per section 422(c)(5) of the <Tax Code>, the lowest exercise price for an <Incentive Stock Option> granted an <Employee> who is a <Ten Percent Holder> at the time is 110% of <Fair Market Value> on grant.

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                Otherwise, per section 422(b)(4) of the <Tax Code>, the lowest exercise price for an <Incentive Stock Option> is <Fair Market Value> on grant.

            If the exercise price in an <Option Packet> goes over its limit, the exercise price of the <Option> is the limit, no matter what the <Option Packet> says.

            \ Nonstatutory Stock Option Exercise Prices \
            Subject to {Adjustments} and {Special Exercise Prices}, the <Administrator> will decide the exercise price of each <Nonstatutory Stock Option>. 
            If the exercise price of a <Nonstatutory Stock Option> is less than <Fair Market Value> on grant, the terms of the <Option> will abide by other <Applicable Law>, including section 409A of the <Tax Code> (Inclusion in gross income of deferred compensation...).

            \ Special Exercise Prices \
            The <Administrator> may set lower exercise prices as part of a <Corporate Transaction>.

        \ Payment to Exercise Options \
        The <Administrator> will decide how each <Participant> must pay to exercise <Options> under this plan. 
        For <Incentive Stock Options>, the <Administrator> will decide when granted. 
        The <Administrator> may allow payment by any <Standard Payment Method>, considering the benefit to the <Company> of each. 
        The <Administrator> may refuse to accept any kind of payment at time of exercise.

        \ Exercise \

            \ Who May Exercise \
            Subject to {Transfer Limits on Awards}, only the holder of an <Option> may exercise it.

            \ Exercise Terms \
            The <Administrator> will decide how each <Option> may be exercised, without contradicting this plan, and spell it out in the <Option Packet>.

            \ Leaves of Absence \
            The <Administrator> may decide that <Option> vesting should pause during a leave of absence. 
            By default, <Option> vesting continues during paid leave to the fullest legal extent permitted by <Applicable Law>.

            \ Military Leave \
            <Option> vesting pauses during unpaid military leave. 
            But when a <Participant> returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, they receive the same <Option> vesting credit under <Options> they would have received if they had continued providing service during military leave as just they had before military leave.

            \ Minimum Exercise \
            <Options> may not be exercised for fractions of a share. 
            The <Administrator> may require a <Participant> exercise for a minimum number of shares under an <Option>, so long as the minimum does not stop the <Participant> exercising for all the vested shares of <Stock> under the <Option>.

            \ Exercise Process \
            An <Option> is considered exercised once all of these happen:

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                The <Company> receives written notice of exercise that meets the requirements of the <Option Packet> and this plan.

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                The <Company> receives full payment.

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                The <Company> has covered, or arranged to over, all tax obligations under {Tax}.

            # TODO Necessary?
            Exercise reduces the number of shares under the <Option> and in the <Pool>.

            \ Stockholder Rights from Options \
            A <Participant> exercising an <Option> does not have the right to vote, the right to receive dividends, or any other right as owner of the <Stock> they are purchasing until the <Company> issues the <Stock> and records their ownership in its corporate books or with its transfer agent. 
            Subject to {Adjustments}, the <Company> will not adjust dividend or other rights based on record dates before the <Company> issues and records the <Stock>.

            \ Leaving the Company \
            The <Administrator> will decide whether and how long a <Participant> may exercise each <Option> after their <Service to the Company> ends, and set those terms out in the <Option Packet>. 
            The <Administrator> may waive or change their decision at any time. 
            By default, these terms apply:

                \ Deadline to Exercise \
                If an <Option> is not exercised before its deadline, the <Option> immediately terminates.

                \ Disability \
                Per section 422(c)(6) of the <Tax Code>, if a <Participant>'s <Service to the Company> ends because of their <Disability>, the deadline to exercise an <Option> is the first anniversary of their <Last Day>.

                \ Death \
                Per section 422(b)(5) of the <Tax Code>, if a <Participant> dies, either during their <Service to the Company> or within three months of their <Last Day>, the deadline to exercise their <Option> is the first anniversary of their <Last Day>.

                \ For Cause \
                If the <Company> ends a <Participant>'s <Service to the Company> for <Cause>, all their <Options> terminate immediately as soon as they learn their <Service to the Company> has ended. 
                If the <Company> suspends a <Participant>'s <Service to the Company> to investigate whether to end for <Cause>, all rights under all their <Options> suspend until the investigation ends. 
                # TODO Necessary?
                These rules do not limit any <Company> right to purchase unvested shares under any <Option Packet>.

                # TODO Change the default?
                \ Default Exercise Deadline \
                Otherwise, the deadline to exercise an <Option> is three months after the <Participant>'s <Last Day>.

            \ Option Buyout \
            The <Administrator> may offer to buy out <Options> for cash or <Stock>. 
            The <Administrator> will decide and give its terms for a buyout to the <Participant> when it makes its offer.

    \ Restricted Stock \

        \ Grant Process \
        The <Company> will give those granted <Restricted Stock> the terms of their offers in writing. 
        The terms of each offer will include at least:

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            the number of shares of <Stock> they may buy

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            the price, if any

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            the deadline for accepting the offer

        The <Administrator> will decide the price, and may also grant <Restricted Stock> free of charge as permitted by <Applicable Law>. 
        A <Participant> accepts an offer to buy <Restricted Stock> by agreeing to the terms of a <Restricted Stock Packet> from the <Administrator>.

        \ Payment for Restricted Stock \
        The <Administrator> will decide how each <Participant> must pay for <Restricted Stock>. 
        The <Administrator> may allow payment by any <Standard Payment Method>. 

        \ Buyback \

            \ Default Buyback Right\
            Unless the <Administrator> decides differently, each <Restricted Stock Packet> will give the <Company> the right to buy back <Restricted Stock> at the same price the purchaser originally paid, whenever the buyer's <Service to the Company> ends for any reason. 
            The <Company> may pay for buybacks by canceling <Participant> debt to the <Company>. 
            The <Administrator> will decide how the <Company>'s buyback right lapses.

            \ Buyback and Leave \
            By default, lapsing of any <Company> buyback right pauses during unpaid leave and continues during paid leave. 
            The <Administrator> may pause or continue lapsing of any <Company> buyback right in a different way at any time, as <Applicable Law> permits. 
            Lapsing of any <Company> buyback right pauses during unpaid military leave. 
            But when a <Participant> returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, buyback rights under their <Awards> of <Restricted Stock> lapse as they would have if the <Participant> had continued providing <Service to the Company> during military leave as they had before military leave.

        \ Other Terms \
        The <Administrator> may add any other terms, without contradicting this plan, to any <Restricted Stock Packet>. 
        The <Administrator> need not offer each <Participant> the same terms.

        \ Stockholder Rights from Restricted Stock \
        A <Participant> purchasing <Restricted Stock> does not have the right to vote, the right to receive dividends, or any other right as owner of the <Stock> they purchase until the <Company> issues the shares and records their ownership in its corporate books or with its transfer agent. 
        Subject to {Adjustments}, the <Company> will not adjust dividend or other rights based on record dates before the <Company> issues and records the <Stock>.

    \ Tax \

        \ Arrangements for Tax \
        Receiving an <Award>, exercising an <Award>, vesting, and buyback right lapsing are all conditioned on the <Participant> making any arrangements the <Administrator> requires for covering tax obligations under <Applicable Law>. 
        The <Company> will not issue <Stock> until tax obligations are covered.

        \ Cashless Exercise \
        As <Applicable Law> permits, the <Administrator> may allow a <Participant> to cover all or part of their tax obligations through a <Cashless Exercise Program>, by surrendering shares of <Stock> they already own, or both. 
        Unless the <Company> gives specific permission, each transaction under a <Cashless Exercise Program> must either be broker-assisted or limited to avoid financial accounting charges, and the <Participant> must have held shares surrendered under a <Cashless Exercise Program> for enough time to avoid financial accounting charges. 
        <Applicable Law> may impose other restrictions.

    \ Adjustments \

        \ Automatic Adjustment \
        Subject to any stockholder approval required by <Applicable Law>, all <Stock Details and Figures> under this plan will be automatically adjusted, proportionally, whenever the <Company> makes a <Corporate Change Affecting Stock>.

        \ Adjustment by the Administrator \
        The <Administrator> may adjust any <Stock Details and Figures> as it thinks appropriate whenever the <Company> does a <Reorganization>. 
        The <Administrator>'s decisions are final.

        \ No Other Adjustments \
        Otherwise, the fact that the <Company> issues <Stock> or securities convertible to <Stock> will not affect or prompt any adjustment to any <Stock Details and Figures> under any <Award>.

        \ Effect on Additional Stock \
        Whenever a <Corporate Change Affecting Stock> or <Reorganization> leads to an adjustment of a <Participant>'s <Award> or <Award Packet> so that it covers more or different securities, those securities are subject to the same terms.

        \ Dissolution and Liquidation \
        Unless the <Administrator> decides differently, every <Award> terminates immediately before the <Company> dissolves or liquidates.

        \ Corporate Transactions \
        The <Administrator> will decide how to treat each <Award> whenever the <Company> does a <Corporate Transaction>, without consent from any <Participant>. 
        The <Administrator> may treat <Awards> differently. 
        For example, the <Administrator> may decide that:

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            The <Company>, if it survives the <Corporate Transaction>, will continue an outstanding <Award>.

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            A corporation that survives the <Corporate Transaction>, or its parent company, will continue an outstanding <Award>.

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            A corporation that survives the <Corporate Transaction>, or its parent company, will substitute a new option or equity award for an <Award>.

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            The <Company> will cancel the <Award> in exchange for payment of the amount by which the <Fair Market Value> of the <Stock> under the <Award> exceeds the exercise price or purchase price under the <Award> on the day it is exchanged.

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            The <Company> will cancel the <Award> for nothing.

    \ Transfer Limits \

        \ Transfer Limits on Awards \

            \ No Award Transfer \
            Other than under {Transfer by Will and Inheritance}, {While the Company Relies on 12h-1(f)},and {Transfers to Trusts}, <Award Transfer> is not allowed.

            \ Transfer by Will and Inheritance \
            <Award Transfer> by will or under inheritance law is allowed.

            \ While the Company Relies on 12h-1(f) \
            With four exceptions, <Award Transfer> of an <Option>, or any <Stock> under any <Option>, is not allowed while the <Company> relies on the securities law exemption under <Rule 12h-1(f)>. 
            The <Board> alone will decide when the <Company> is relying on that exemption. 
            The exceptions are:

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                transfer to <Family Members> by gift or under domestic relations orders

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                transfer to a <Participant>'s executor on death

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                transfer to a <Participant>'s guardian on disability

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                per <Rule 12h-1(f)>, <Board>-approved transfer of <Nonstatutory Stock Options> to the <Company> in connection with an acquisition transaction

            \ Rule 12h-1(f) Disclosures \
            Per <Rule 12h-1(f)>, the <Company> will provide each <Participant> the information required by Rule 701(e)(3), (4), and (5) of the <Securities Act> whenever the <Company> relies on the securities law exemption under <Rule 12h-1(f)>. 
            The <Company> may request that each <Participant> keep that information confidential. 
            If a <Participant> refuses to keep the information confidential, the <Company> will provide no more information than required by <Rule 12h-1(f)>.

            \ Transfers to Trusts \
            The <Administrator> may allow a <Participant> to transfer a <Nonstatutory Stock Option> to a living trust or will trust, so long as the trust is set up to gift the <Nonstatutory Stock Option> to <Family Members> or pass it to beneficiaries when the maker of the trust dies.

        \ Transfer Limits on Stock \

            \ No Transferring Stock \
            <Stock Transfer> is not allowed without the <Company>'s advance written permission. 
            The <Company> may refuse permission for a <Stock Transfer> for any reason. 

            \ Attempted Transfers \
            Any attempted <Stock Transfer> in violation of this plan has no legal effect. 
            The <Company> will neither transfer <Stock> on its books or with its transfer agent, nor treat the attempted recipient the as if they had rights as a stockholder.

            \ Approval Process \
            A <Participant> may request permission for a <Stock Transfer> by writing the <Secretary> with all of the following information: 

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                the <Participant>'s name

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                the name of the proposed recipient of <Stock>

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                the number of shares of <Stock> to be transferred

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                the purchase price

            The <Company> may require additional information. 
            The <Participant>'s request will also fall under any right of first refusal, transfer provision, or other term of their <Award Packet>.

    \ The Plan \

        \ Stockholder Approval \
        <Applicable Law> may require that <Company> stockholders approve this plan within twelve months of adoption and any change under {Changes to the Plan}.

        \ Term of the Plan \
        This plan starts when the <Board> adopts it and terminates ten years later. 
        Subject to {When Participants Must Agree to Changes}, the <Board> may terminate this plan earlier.

        \ Changes to the Plan \
        Subject to {When Participants Must Agree to Changes} and any <Applicable Law>, the <Board> may change this plan over time.

        \ Terms for Foreign Participants \
        The <Administrator> may approve additions to this plan with terms to accommodate legal, tax, policy, and other differences for <Awards> subject to foreign law. 
        The terms of additions trump the terms of this plan as needed to accommodate those differences. 
        They will not have any other effect on this plan or <Awards>.

    \ Definitions \

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        ""Affiliate"" (plural, ""Affiliates"") means any non-<Subsidiary> legal entity either:

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            under common control with the <Company>

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            <Controlled> by the <Company>, <Subsidiaries>, or the <Company> with <Subsidiaries>.

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        ""Administrator"" means the group or groups who administer this plan.

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        ""Applicable Law"" means all the <Legal Rules> that apply in a situation. 
        <Applicable Law> includes United States federal, state, and local <Legal Rules>, as well as <Legal Rules> of any stock exchange or consolidated stock price reporting system quoting prices for <Stock>. 
        When foreign <Legal Rules> apply to an <Award>, <Applicable Law> includes those <Legal Rules>, too.

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        ""Award"" (plural, ""Awards"") means any grant of an <Option> or <Restricted Stock> under this plan.

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        ""Award Packet"" means an <Option Packet> or <Restricted Stock Packet>.

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        ""Award Transfer"" means selling, pledging, assigning, or using any interest in an <Award> to secure a debt. 
        <Award Transfer> also means taking a short position, "put equivalent position" (as defined in Rule 16a-1(h) of the <Exchange Act>), or "call equivalent position" (as defined in Rule 16a-1(b) of the <Exchange Act>) for an <Award> or <Stock> under an <Award>. 
        Naming a beneficiary is not an <Award Transfer>.

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        ""Board"" means the board of directors of the <Company>.

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        ""Cashless Exercise Program"" means an <Administrator>-approved program for paying the exercise price of an <Option>, or related tax obligations, at least partly with <Stock> under the <Option>, using <Company>-approved forms irrevocable directions to securities brokers to sell <Stock> and give the <Company> proceeds.

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        ""Cause"" means any of these:

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            A <Participant> broke a significant written agreement with the <Company>. 
            The <Company> wrote the <Participant> about it. 
            The <Participant> failed to fix the problem in thirty calendar days.

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            A <Participant> failed to comply with written <Company> policies or rules in a significant way.

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            A <Participant> neglected or persistently performed their duties in an unsatisfactory way. 
            The <Company> wrote the <Participant> about it. 
            The <Participant> failed to fix the problem in thirty calendar days.

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            A <Participant> repeatedly failed to follow reasonable, legal instructions from the <Board> or the <CEO>. 
            The <Company> wrote the <Participant> about it. 
            The <Participant> failed to fix the problem in thirty calendar days.

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            A <Participant> plead guilty to, or plead no contest to, or was convicted of a crime. 
            That fact might do significant harm to the <Company>'s business or reputation.

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            A <Participant> defrauded or helped defraud the <Company>.

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            A <Participant> intentionally did significant damage to the <Company>'s business, property, or reputation.

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            A <Participant> broke an obligation not to use or disclose proprietary information or trade secrets the <Participant> learned through their relationship with the <Company>, without permission.

        <Cause> does not mean death or <Disability>. 

        The <Company> alone will decide whether the <Company> ended a <Participant>'s <Service to the Company> for <Cause>, and will do so in good faith. 
        Its decision is final.

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        ""CEO"" means the chief executive officer of the <Company>.

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        ""Change of Control"" means a <Corporate Transaction> unless its purpose is one of these:

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            to transfer assets to, or combine with, a legal entity <Controlled> just after the <Corporate Transaction> by parties who <Controlled> the <Company> just before

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            to change the jurisdiction where the <Company> is incorporated

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            to create a holding company owned in nearly the same proportions by those who owned the <Company>'s securities just before

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            to get funding for the <Company> in a <Board>-approved financing

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        ""Committee"" means at least one committee or subcommittee of the <Board>, with at least the minimum number of <Director> members required by <Applicable Law>.

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        ""Consultant"" (plural, ""Consultants"") means any person or legal entity that provides or has provided services for the <Company> or any <Parent>, <Subsidiary>, or <Affiliate>, for compensation. 
        An advisor is not a <Consultant>. 
        Neither is any <Employee>.

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        ""Corporate Change Affecting Stock"" means all of these:

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            a stock split

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            a reverse stock split

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            a stock dividend

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            a combination

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            a consolidation

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            a reclassification of shares

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            a subdivision of shares

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        ""Service to the Company"" means continuous service as an <Employee> or <Consultant>. 
        <Service to the Company> is not considered ended when someone:

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            goes on military leave or any kind of <Company>-approved leave

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            transfers between <Company> locations

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            transfers between the <Company>, its <Parents>, its <Subsidiaries>, its <Affiliates>, and any of their successor companies.

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            changes from <Employee> to <Consultant> or vice-versa

        But, for an <Incentive Stock Option>, the <Employee>'s <Service to the Company> as an <Employee> is considered ended after three months of leave, unless the leave is guaranteed under a contract, <Applicable Law>, or a <Company> policy. 
        When <Service to the Company> ends for an <Incentive Stock Option>, the <Incentive Stock Option> automatically becomes a <Nonstatutory Stock Option>.

        \\
        ""Controlled"" means owning securities of a legal entity representing a majority of votes that can be cast.

        \\
        ""Corporate Transaction"" means any of:

            \\
            transfer of all or substantially all the <Company>'s assets

            \\
            merger, consolidation, other capital reorganization, or other business combination transaction of the <Company> with or into another legal entity

            \\
            consummation of a transaction, or series of related transactions, in which any "person" (as used in sections 13(d) and 14(d) of the <Exchange Act>) becomes the "beneficial owner" (as defined in Rule 13d-3 of the <Exchange Act>), directly or indirectly, of more than fifty percent of the <Company>'s then outstanding capital stock

        \\
        ""Director"" means a member of the <Board>.

        \\
        ""Disability"" means being "permanently and totally disabled" under section 22(e)(3) of the <Tax Code>.

        \\
        ""Employee"" (plural, ""Employees"") means any person employed by the <Company> or any <Parent>, <Subsidiary>, or <Affiliate>. 
        The <Company> alone will decide what factors to consider in deciding if someone is employed under <Applicable Law>. 
        Payment of a director's fee does not itself show that someone is employed.

        \\
        ""Exchange Act"" means the Securities Exchange Act of 1934.

        \\
        ""Fair Market Value"" means, as of any date, the per share fair market value of <Stock> as decided under {Determining Fair Market Value}. 

        \\
        ""Family Members"" means all of:

            \\
            children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, children of siblings, parents-in-law, children-in-law, and siblings-in-law of a <Participant>, by consanguinity or adoption

            \\
            people sharing a <Participant>'s household who are not tenants or employees

            \\
            trusts in which <Family Members> or the <Participant> have more than fifty percent of the beneficial interest

            \\
            foundations in which <Family Members> or the <Participant> control management of assets

            \\
            any other entities <Controlled> by <Family Members> or the <Participant>

        \\
        ""Incentive Stock Option"" (plural, ""Incentive Stock Options"") means an <Option> intentionally qualifying as an "incentive stock option" under section 422 of the <Tax Code>.

        \\
        ""Last Day"" means a <Participant>'s last full day of <Service to the Company>.

        \\
        ""Legal Rules"" means laws, rules, regulations, and other legal requirements.

        \\
        ""Listed Security"" means any <Company> security either:

            \\
            listed, or approved for listing, on a national securities exchange

            \\
            designated, or approved for designation, as a national market system security on an interdealer quotation system, by FINRA or any successor to FINRA

        \\
        ""Nonstatutory Stock Option"" (plural, ""Nonstatutory Stock Options"") means an <Option> that is not an <Incentive Stock Option>.

        \\
        ""Option"" (plural, ""Options"") means an option granted under this plan to purchase <Stock>.

        \\
        ""Option Packet"" means a set of <Administrator>-approved form documents spelling out the terms of an <Option>.

        \\
        ""Option Exchange Program"" means an <Administrator>-approved program for any of:

            \\
            exchanging <Options> for <Options> with lower exercise prices, <Restricted Stock>, cash, or other property

            \\
            amending <Options> to decrease their exercise prices, due to a drop in <Fair Market Value>

        \\
        ""Parent"" (plural, ""Parents"") means any corporation the <Company> is <Controlled> by, any <Parent> of a <Parent>, and so on. 
        A corporation can become a <Parent> after this plan is adopted if it meets this definition.

        \\
        ""Participant"" means any holder of an <Award> or <Stock> issued under an <Award>.

        \\
        ""Pool"" means the allotment of <Stock> the <Administrator> may issue under this plan.

        \\
        ""Reorganization"" means any of these:

            \\
            the number of issued shares of the <Company> changes without the <Company> receiving any legal "consideration"

            \\
            the <Company> declares an extraordinary dividend for <Stock> paid other than in <Stock>, with a significant effect on <Fair Market Value>

            \\
            recapitalization, through a large nonrecurring cash dividend or otherwise

            \\
            a rights offering

            \\
            a reorganization

            \\
            a merger

            \\
            a spin-off

            \\
            a split-up

            \\
            a change in corporate structure

            \\
            any other, similar transaction

        \\
        ""Restricted Stock"" means <Stock> acquired under {Restricted Stock}.

        \\
        ""Restricted Stock Packet"" means a set of <Administrator>-approved form documents spelling out the terms of <Restricted Stock>.

        \\
        ""Rule 12h-1(f)"" means Rule 12h-1(f) under the <Exchange Act>.

        \\
        ""Rule 16b-3"" means Rule 16b-3 under the <Exchange Act>.

        \\
        ""Secretary"" means the secretary of the <Company>.

        \\
        ""Securities Act"" means the Securities Act of 1933.

        \\
        ""Standard Payment Method"" means any of these payment methods:

            \\
            cash

            \\
            check

            \\
            if <Applicable Law> permits, promissory note, with terms decided by the <Administrator>

            \\
            canceling debt

            \\
            surrendering shares, for their <Fair Market Value>

            \\
            use of a <Cashless Exercise Program>

            \\
            any other legal method

            \\
            any combination methods

        \\
        ""Starting Size of the Pool"" means the number of shares of <Stock> in the <Pool> when this plan is adopted.

        \\
        ""Stock"" means shares of the <Company>'s common stock, as adjusted under {Adjustments}.

        \\
        ""Stock Details and Figures"" means all of these:

            \\
            the number and kind of securities in the <Pool>

            \\
            the number and kind of securities under any <Award>

            \\
            the exercise price per share under any <Option>

            \\
            the price per share under any <Company> buyback right under any <Award>

        \\
        ""Stock Transfer"" means any transfer, read broadly, of any interest in <Stock> acquired under an <Award>. 
        Selling, gifting, placing in trust, pledging for a debt, or allowing a lien to apply to <Stock> are each an example of a <Stock Transfer>. 
        So are transactions, like short sales, offsetting derivatives, futures, forward contracts, and other transactions that significantly change the financial risk and benefits of owning <Stock> and other transactions . 
        Giving another the right to vote or take other action as a stockholder, perhaps by proxy, is also a <Stock Transfer>. 
        And any agreement to do a <Stock Transfer> is itself a <Stock Transfer>.

        \\
        ""Subsidiary"" (plural, ""Subsidiaries"") means any corporation <Controlled> by the <Company>, any <Subsidiary> of a <Subsidiary>, and so on. 
        A corporation becomes a <Subsidiary> after this plan is adopted if it meets this definition.

        \\
        ""Tax Code"" means the Internal Revenue Code of 1986.

        \\
        ""Ten Percent Holder"" means a person who owns stock representing more than ten percent of the voting power of all classes of stock of the <Company>, any <Parent>, or any <Subsidiary>, on the day an <Award> is granted.