As Filed with the Securities and Exchange Commission on August 29, 2014
Registration No. 333UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RICH PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
46-3259117
(I.R.S. Employer
Identification No.)
9595 Wilshire Blvd, Suite 900
Beverly Hills, California
(Address of Principal Executive Offices)
90212
(Zip Code)
The Rich Pharmaceuticals, Inc. 2013 Equity Incentive Plan
(Full title of the plan)
Ben Chang
Chief Executive Officer
Rich Pharmaceuticals, Inc.
9595 Wilshire Blvd, Suite 900
Beverly Hills, California 90212
(Name and Address of Agent For Service)
(323) 424-3169
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large Accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a
Accelerated filer ☐
Smaller reporting compan
smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed
Offering
Maximum
Pric Aggregate Off
Title of Securities
Amount
to be Registered
to be
Registered
e Per
(1)(2)
Share (3)ering
Price
Amount
(3) of Registration Fee
Com
mo
n
Sto
ck,
par
15,000,000
$
$ 0.051
765,000
$98
valu
e
$0.
001
per
sha
re
The Company is registering 15,000,000 shares of
Stock, par value $0.001 per share (the “Commo
issued or to be issued under the Rich Pharmaceu
2013 Equity Incentive Plan (the “2013 Plan”).
Pursuant to Rule 416 of the Securities Act of
amended (the “Securities Act”), this Registration
shall also cover any additional shares of Comm
which become issuable under the 2013 Plan by rea
stock split, stock dividend, recapitalization or any ot
transaction effected without receipt of considerat
results in an increase in the Registrant’s outstanding
Common Stock.
Estimated pursuant to Rules 457(c) and 457(h)
Securities Act, solely for the purpose of calcu
registration fee, based on the average of the hig
prices of the Common Stock as reported OTC M
August 25, 2014.
(1)
(2)
(3)
The Registration Statement shall become effective upon filing in accordance with Rule 462(a)
under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Program Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from
this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as
amended (the “Securities Act”) and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange
Commission (“SEC”) are hereby incorporated by reference into this Registration Statement:
(a)
The Registrant’s latest annual report on Form 10
fiscal year ended March 31, 2014 filed with the SE
15, 2014 pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended (the “Exchange
(b)
All reports filed by the Registrant pursuant to Section
15(d) of the Exchange Act since the end of the fisca
covered by the Registrant’s latest annual report; and
(c)
The description of the Registrant’s common stock co
the Registrant’s Form 8-K filed with the SEC on July
including any amendments filed for the purpose o
such descriptions.
In addition, all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, will be incorporated by
reference into this registration statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Steven James Davis, A Professional Corporation, has acted as special counsel to the
Company in connection with the preparation and filing of this registration statement with the
Securities and Exchange Commission, and has furnished the opinion on the validity of the
securities being registered under this registration statement, which opinion is attached in Exhibit
5.1 of this registration statement. As of the date of the filing of this registration statement with the
Securities and Exchange Commission, Steven J. Davis, the principal of Steven James Davis, A
Professional Corporation, holds 1,000,000 shares of the Company’s common stock which were
not issued under the 2013 Plan, and 2,500,150 options to purchase Company common stock
which were issued under the 2013 Plan.
2
Item 6. Indemnification of Directors and Officers.
Nevada Law
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he:
(a)
is not liable pursuant to Nevada Revised Statute 78.
(b)
acted in good faith and in a manner which he r
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any crimina
proceeding, had no reasonable cause to believe
his conduct was unlawful.
In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he:
(a)
is not liable pursuant to Nevada Revised Statute 78.
(b)
acted in good faith and in a manner which he r
believed to be in or not opposed to the best interests
of the corporation.
To the extent that a director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter, the corporation is required to indemnify him against
expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with
the defense.
Section 78.751 of the Nevada Revised Statutes provides that such indemnification may also
include payment by the Company of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be ultimately found not
to be entitled to indemnification under Section 78.751. Indemnification may be provided even
though the person to be indemnified is no longer a director, officer, employee or agent of the
Company or such other entities.
Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his status as such, whether
or not the corporation has the authority to indemnify him against such liability and expenses.
3
Other financial arrangements made by the corporation pursuant to Section 78.752 may include
the following:
(a)
the creation of a trust fund;
(b)
the establishment of a program of self-insurance;
(c)
the securing of its obligation of indemnification by
security interest or other lien on any assets
of the corporation; and
(d)
the establishment of a letter of credit, guaranty or su
No financial arrangement made pursuant to Section 78.752 may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for
intentional misconduct, fraud or a knowing violation of law, except with respect to the
advancement of expenses or indemnification ordered by a court.
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or
advanced pursuant to an undertaking to repay the amount if it is determined by a court that the
indemnified party is not entitled to be indemnified by the corporation, may be made by the
corporation only as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The determination must be
made:
(a)
by the stockholders;
(b)
by the board of directors by majority vote of
consisting of directors who were not parties to
the action, suit or proceeding;
(c)
if a majority vote of a quorum consisting of directors
not parties to the action, suit or
proceeding so orders, by independent legal cou
written opinion, or
(d)
if a quorum consisting of directors who were not pa
action, suit or proceeding cannot be obtained,
by independent legal counsel in a written opinion.
Charter Provisions and Other Arrangements of the Registrant
Pursuant to the provisions of Nevada Revised Statutes, the Registrant has adopted the following
indemnification provisions in its Articles of Incorporation for its directors and officers:
No director or officer of the Corporation shall be personally liable to the Corporation or any of its
stockholders for damages for breach of fiduciary duty as a director or officer; provided, however,
that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal
or modification of an Article by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation of the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
In addition to the above, each of our directors has entered into an indemnification agreement with
us. The indemnification agreement provides that we shall indemnify the director against expenses
and liabilities in connection with any proceeding associated with the director being our director to
the fullest extent permitted by applicable law, our Articles of Incorporation and Bylaws.
Item 7. Exemption From Registration Claimed.
Not applicable.
4
Item 8. Exhibits.
Exhibit No.
3.1
3.2
3.3
3.4
3.5
5.1
23.1
23.3
24.1
99.1
99.2
(1)
(2)
(3)
(4)
Description of Document
Articles of Incorporation (1)
Bylaws (1)
Certificate of Designations of Series A Preferred St
July 18, 2013 (2)
Articles of Merger (3)
Amendment to Articles of Incorporation (4)
Opinion of Steven James Davis, A Professional Corp
Consent of Silberstein Ungar, PLLC
Consent of Steven James Davis, A Professional C
(included in Exhibit 5.1).
Power of Attorney (included as part of the signatur
this Registration Statement).
Rich Pharmaceuticals, Inc. 2013 Equity Incentive Pla
Form of Notice of Grant for the 2013 Equity Incentive
Incorporated by reference to the Company’s Registr
Statement Filed on Form S-1 filed with the SEC on A
2011.
Incorporated by reference to the Company’s Form 8
with the SEC on July 24, 2013.
Incorporated by reference to the Company’s Form 8
with the SEC on August 27, 2013.
Incorporated by reference to the Company’s Form 8
with the SEC on October 2, 2013.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a posteffective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent posteffective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
5
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on August
29, 2014.
RICH PHARMACEUTICALS, INC.
By: /s/Ben Chang
Ben Chang
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each of the undersigned officers
and directors of RICH PHARMACEUTICALS, INC., a Nevada corporation (the “Company”),
hereby nominates and appoints Ben Chang and Tsailing Chang, and each of them acting or
signing singly, as his agents and attorneys-in-fact (the “Agents”), in his respective name and in
the capacity or capacities indicated below, to execute and/or file, with all exhibits thereto, and
other documents filed in connection therewith or constituting a part thereof: (1) a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the registration under the Securities Act of shares of Common Stock of the
Company to be issued in connection with the Rich Pharmaceuticals, Inc. 2013 Equity Incentive
Plan and (2) any one or more amendments to any part of the foregoing registration statement,
including any post-effective amendments, or appendices or supplements that may be required to
be filed under the Securities Act to keep such registration statement effective or to terminate its
effectiveness.
Further, the undersigned do hereby authorize and direct such agents and attorneys-infact to take any and all actions and execute and file any and all documents with the Securities
and Exchange Commission (the “SEC”) or state regulatory agencies, necessary, proper or
convenient in their opinion to comply with the Securities Act and the rules and regulations or
orders of the SEC, or state regulatory agencies, adopted or issued pursuant thereto, to the end
that the registration statement of the Company shall become effective under the Securities Act
and any other applicable law.
Finally, each of the undersigned does hereby ratify, confirm and approve each and every
act and document which the said appointment agents and attorneys-in-fact may take, execute or
file pursuant thereto with the same force and effect as though such action had been taken or such
documents had been executed or filed by the undersigned respectively.
This Power of Attorney shall remain in full force and effect until revoked or superseded by
written notice filed with the SEC.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated. Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the date indicated.
Dated: August 29, 2014
Dated: August 29, 2014
/s/ Ben Chang
Ben Chang
Chief Executive Officer, Interim Chief Financial Officer and Director (
Executive Officer, Principal Financial Officer and Principal Accountin
/s/ David Chou
David Chou
Director
6
INDEX TO EXHIBITS
The following documents are filed as exhibits to this registration statement:
Exhibit No.
3.1
3.2
Description of Document
Articles of Incorporation (1)
Bylaws (1)
Certificate of Designations of Series A Preferred St
July 18, 2013 (2)
Articles of Merger (3)
Amendment to Articles of Incorporation (4)
Opinion of Steven James Davis, A Professional Corp
Consent of Silberstein Ungar, PLLC
Consent of Steven James Davis, A Professional C
(included in Exhibit 5.1).
Power of Attorney (included as part of the signatur
this Registration Statement).
Rich Pharmaceuticals, Inc. 2013 Equity Incentive Pla
Form of Notice of Grant for the 2013 Equity Incentive
Incorporated by reference to the Company’s Registr
Statement Filed on Form S-1 filed with the SEC on A
2011.
Incorporated by reference to the Company’s Form 8
with the SEC on July 24, 2013.
Incorporated by reference to the Company’s Form 8
with the SEC on August 27, 2013.
Incorporated by reference to the Company’s Form 8
with the SEC on October 2, 2013.
3.3
3.4
3.5
5.1
23.1
23.3
24.1
99.1
99.2
(1)
(2)
(3)
(4)
7
August 29, 2014
Rich Pharmaceuticals, Inc.
9595 Wilshire Blvd, Suite 900
Beverly Hills, California 90212
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Rich Pharmaceuticals, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to the registration of 15,000,000 shares of
the Company's common stock, $0.001 par value per share (the "Shares"), issuable pursuant to
the Company's 2013 Equity Incentive Plan (the "Plan"). This opinion is being furnished in
accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company with respect to the establishment of the Plan. With respect to
the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to originals of all documents
submitted to us as certified or reproduced copies. We also have obtained from the officers of the
Company certificates as to certain factual matters necessary for the purpose of this opinion and,
insofar as this opinion is based on such matters of fact, we have relied on such certificates
without independent investigation.
Based on such review, we are of the opinion that, if, as and when the Shares are
issued and sold (and proper and sufficient consideration therefor received and appropriate stock
certificates therefor executed and delivered) pursuant to the provisions of the Plan, such shares
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement.
We express no opinion on securities issued pursuant to any other registration
statement of the Company.
This opinion letter is rendered as of the date first written above and we disclaim any
obligation to advise you of facts, circumstances, events or developments which hereafter may be
brought to our attention and which may alter, affect or modify the opinion expressed herein. Our
opinion is expressly limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the Plan, or the Shares
issuable under the Plan. We advise you that we are licensed to practice law in the States of
California, Minnesota and the District of Columbia.
Respectfully submitted,
/s/ Steven James Davis, A Professional
Corporation
Steven James Davis, A Professional
Corporation
RICH PHARMACEUTICALS, INC.
2013 STOCK OPTION/STOCK ISSUANCE PLAN
ARTICLE ONE
GENERAL PROVISIONS
I.
PURPOSE OF THE PLAN
This 2013 Stock Option/Stock Issuance Plan is intended to promote the interests
of Rich Pharmaceuticals, Inc., a Nevada corporation (the “ Corporation ”), by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in the service of the
Corporation. Capitalized terms herein shall have the meanings assigned to such terms in the
attached Appendix.
The 2013 Stock Option/Stock Issuance Plan was adopted by the board of
directors of the Corporation on September 6, 2013, and by the stockholders of the Corporation on
___________.
II.
STRUCTURE OF THE PLAN
A.
The Plan shall be divided into two (2) separate equity programs:
(i)
the Option Grant Program under wh
eligible persons may, at the discretion of the Plan Administrator, be granted stock options to purchase shares of Comm
Stock, and
(ii)
the Stock Issuance Program under wh
eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, ei
through the immediate purchase of such shares or as a bonus for Services rendered to the Corporation (or any Paren
Subsidiary).
B.
The provisions of Article One and Article Four shall apply to both
equity programs under the Plan and shall accordingly govern the interests of all persons under
the Plan.
C.
The Plan in aggregate, including both the Option Grant Program
and Stock Issuance Program will have a maximum number of shares issued not to exceed
144,000 shares(subject to adjustment as provided in Article One/Section V(C));.
III.
ADMINISTRATION OF THE PLAN
A.
The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to the Committee.
Members of the Committee shall serve for such periods of time as the Board may determine and
shall be subject to removal by the Board at any time. The Board may also at any time terminate
the functions of the Committee and reassume all powers and authority previously delegated to
the Committee.
B.
The Plan Administrator shall have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate
for proper administration of the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding stock options or stock issuances thereunder as it
may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding
on all parties who have an interest in the Plan or any stock option or stock issuance thereunder.
C.
The Plan Administrator shall have full authority to determine, (i)
with respect to the stock option grants under the Option Grant Program, which eligible persons
are to receive stock option grants, the time or times when such stock option grants are to be
made, the number of shares to be covered by each such grant, the status of the granted stock
option as either an Incentive Option or a Non-Statutory Option, the time or times at which each
stock option is to become exercisable, the vesting schedule (if any) applicable to the stock option
shares and the maximum term for which the stock option is to remain outstanding, and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible persons are to
receive stock issuances, the time or times when such issuances are to be made, the number of
shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued
shares and the consideration to be paid by the Participant for such shares. The Plan
Administrator shall also have fully authority and discretion to:
1.
correct any defect, supply any omission, or reconcile or
clarify any inconsistency in the Plan or any Stock Option Award Agreement or Stock Issuance
Agreement;
2.
accelerate the vesting, or extend the post-termination
exercise term, or waive restrictions, of stock option or stock awards at any time and under such
terms and conditions as it deems appropriate;
3.
interpret the Plan and any Stock Option Award Agreement
4.
make all other decisions relating to the operation of the
or Stock Issuance Agreement;
Plan; and
5.
grant stock option or stock awards to Employees, nonemployee members of the Board or the board of directors of any Parent or Subsidiary or
consultants who are foreign nationals on such terms and conditions different from those specified
in the Plan, which may be necessary or desirable to foster and promote achievement of the
purposes of the Plan, and adopt such modifications, procedures, and/or subplans (with any such
subplans attached as appendices to the Plan) and the like as may be necessary or desirable to
comply with provisions of the laws or regulations of other countries or jurisdictions to ensure the
viability of the benefits from stock option or stock awards granted to Optionees or Participants
employed in such countries or jurisdictions, or to meet the requirements that permit the Plan to
operate in a qualified or tax efficient manner, and/or comply with applicable foreign laws or
regulations.
2
IV.
ELIGIBILITY
A.
The persons eligible to participate in the Plan are as follows:
(i)
Employees,
(ii)
non-employee members of the Board
the non-employee members of the board of directors of any Parent or Subsidiary, and
(iii)
advisors who provide services to the Corporation (or any Parent or Subsidiary).
V.
consultants and other independ
STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common Stock
which may be issued under this Plan is: 144,000 shares of Common Stock (the "Share
Limit")(subject to adjustment as provided in Article One/Section V(C)); and
B.
Shares of Common Stock subject to outstanding stock options
shall be available for subsequent issuance under the Plan to the extent (i) the stock options
expire or terminate for any reason prior to exercise in full or (ii) the stock options are cancelled in
accordance with the cancellation/re-grant provisions of Article Two. Unvested shares issued
under the Plan and subsequently repurchased by the Corporation, at the stock option exercise
price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be
added back to the number of shares of Common Stock reserved for issuance under the Plan and
shall accordingly be available for reissuance through one or more subsequent stock option grants
or direct stock issuances under the Plan.
C.
Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration, appropriate adjustments shall be made to (i) the Share Limit, (ii) the
number and/or class of outstanding securities issuable under the Plan, (iii) the number and/or
class of securities available for awards, (iv) the number and/or class of securities covered by
each outstanding award and (v) the number and/or class of securities and the exercise price per
share in effect under each outstanding stock option in order to prevent the dilution or enlargement
of benefits thereunder. For example, at such time as the Company completes its planned 416.7 to
one forward stock split, (i) the Share Limit under the 2013 Plan shall be increased to 60,004,800;
(ii) the number of shares and options and the exercise prices of all options granted prior to the
effective date of the forward stock split shall be adjusted, such (a) the total number of options or
shares previously issued to each optionee shall be increased by 416.7 options for each 1 option
or share issued and (b) the exercise price shall be decreased such that a $8.00 exercise price of
each option issued would be adjusted to $.0191984 [$8.00/416.7]. The adjustments determined
by the Plan Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding shares of the
Corporation’s preferred stock into shares of Common Stock. Any adjustment of shares of
Common Stock pursuant to this Article One, Section V(C) shall be rounded down to the nearest
whole number of shares of Common Stock. Under no circumstances shall the Corporation be
required to authorize or issue fractional shares. To the extent permitted by applicable law, no
consideration shall be provided as a result of any fractional shares not being issued or
authorized.
3
VI.
INDEMNIFICATION
To the maximum extent permitted by applicable law, each member of the Plan
Administrator, or of the Board, or any persons (including without limitation Employees and
officers) who are delegated by the Board or Plan Administrator to perform administrative functions
in connection with the Plan, shall be indemnified and held harmless by the Corporation against
and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred
by him or her in connection with or resulting from any claim, action, suit, or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any award agreement, and (ii) from any and all amounts paid by
him or her in settlement thereof, with the Corporation’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her,
provided he or she shall give the Corporation an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Corporation’s articles of incorporation or bylaws,
by contract, as a matter of law, or otherwise, or under any power that the Corporation may have
to indemnify them or hold them harmless.
VII.
BENEFICIARIES
An Optionee or Participant may designate one or more beneficiaries with respect
to an award by timely filing the prescribed form with the Corporation. A beneficiary designation
may be changed by filing the prescribed form with the Corporation at any time before the
Participant’s or Optionee's death. If no beneficiary was designated or if no designated beneficiary
survives the Participant or Optionee, then after a Participant’s or Optionee's death any vested
award(s) shall be transferred or distributed to the Participant’s or Optionee's estate.
VIII.
CALIFORNIA PARTICIPANTS
Awards to California Participants shall also be subject to the following terms
regarding the time period to exercise vested stock options after termination of Service. These
additional terms shall apply until such time that the shares of Common Stock are publicly traded
and/or the Corporation is subject to the reporting requirements of the 1934 Act: In the event of
termination of an Optionee's Service, (i) if such termination was for reasons other than death or
Disability or cause, the Optionee shall have at least 30 days after the date of such termination to
exercise any of his/her vested outstanding stock options (but in no event later than the expiration
of the term of such stock options established by the Plan Administrator as of the award date) or
(ii) if such termination was due to death or Disability, the Optionee shall have at least six months
after the date of such termination to exercise any of his/her vested outstanding stock options (but
in no event later than the expiration of the term of such stock options established by the Plan
Administrator as of the award date).
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IX.
CODE SECTION 409A
Notwithstanding anything in the Plan to the contrary, the Plan and awards
granted hereunder are intended to comply with the requirements of Code Section 409A and shall
be interpreted in a manner consistent with such intention. In the event that any provision of the
Plan or an award agreement is determined by the Plan Administrator to not comply with the
applicable requirements of Code Section 409A or the Treasury Regulations or other guidance
issued thereunder, the Plan Administrator shall have the authority to take such actions and to
make such changes to the Plan or an award agreement as the Plan Administrator deems
necessary to comply with such requirements. Each payment to a Participant or Optionee made
pursuant to this Plan shall be considered a separate payment and not one of a series of
payments for purposes of Code Section 409A. Notwithstanding the foregoing or anything
elsewhere in the Plan or an award agreement to the contrary, if upon a Participant’s or Optionee's
Separation From Service he/she is then a “specified employee” (as defined in Code Section
409A), then solely to the extent necessary to comply with Code Section 409A and avoid the
imposition of taxes under Code Section 409A, the Corporation shall defer payment of
“nonqualified deferred compensation” subject to Code Section 409A payable as a result of and
within six (6) months following such Separation From Service under this Plan until the earlier of (i)
the first business day of the seventh month following the Participant’s or Optionee's Separation
From Service, or (ii) ten (10) days after the Corporation receives written confirmation of the
Participant’s or Optionee's death. Any such delayed payments shall be made without interest. In
no event whatsoever shall the Corporation be liable for any additional tax, interest or penalties
that may be imposed on a Participant or Optionee by Code Section 409A or any damages for
failing to comply with Code Section 409A.
X.
GENERAL
A.
Electronic Communications . Subject to compliance with
applicable law and/or regulations, an award agreement or other documentation or notices relating
to the Plan and/or awards may be communicated to Participants and Optionees by electronic
media.
B.
Unfunded Plan . Insofar as it provides for awards, the Plan shall
be unfunded. Although bookkeeping accounts may be established with respect to Participants or
Optionees who are granted awards under this Plan, any such accounts will be used merely as a
bookkeeping convenience. The Corporation shall not be required to segregate any assets which
may at any time be represented by awards, nor shall this Plan be construed as providing for such
segregation, nor shall the Corporation or the Plan Administrator be deemed to be a trustee of
stock or cash to be awarded under the Plan.
C.
Liability of Corporation Plan . The Corporation (or members of
the Board or Plan Administrator) shall not be liable to a Participant or Optionee or other persons
as to: (i) the non-issuance or sale of shares of Common Stock as to which the Corporation has
been unable to obtain from any regulatory body having jurisdiction the authority deemed by the
Corporation's counsel to be necessary to the lawful issuance and sale of any shares of Common
Stock hereunder; and (ii) any unexpected or adverse tax consequence or any tax consequence
expected, but not realized, by any Participant or Optionee or other person due to the grant,
receipt, exercise or settlement of any award granted under this Plan.
5
D.
Reformation . In the event any provision of this Plan shall be held
illegal or invalid for any reason, such provisions will be reformed by the Board if possible and to
the extent needed in order to be held legal and valid. If it is not possible to reform the illegal or
invalid provisions then the illegality or invalidity shall not affect the remaining parts of this Plan,
and this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.
E.
Successor Provision . Any reference to a statute, rule or
regulation, or to a section of a statute, rule or regulation, is a reference to that statute, rule,
regulation, or section as amended from time to time, both before and after the date the Plan was
adopted and including any successor provisions.
F.
Governing Law . This Plan, and (unless otherwise provided in the
Stock Option Award Agreement or Stock Issuance Agreement) all awards, shall be construed in
accordance with and governed by the laws of the State of California, but without regard to its
conflict of law provisions. The Plan Administrator may provide that any dispute as to any award
shall be presented and determined in such forum as the Plan Administrator may specify, including
through binding arbitration. Unless otherwise provided in the Stock Option Award Agreement or
Stock Issuance Agreement, recipients of an award under the Plan are deemed to submit to the
exclusive jurisdiction and venue of the federal or state courts of California to resolve any and all
issues that may arise out of or relate to the Plan or any related Stock Option Award Agreement or
Stock Issuance Agreement.
ARTICLE TWO
OPTION GRANT PROGRAM
I.
STOCK OPTION TERMS
Each stock option shall be evidenced by a Stock Option Award Agreement
between the Optionee and the Corporation in a form approved by the Plan Administrator;
provided , however, that each such agreement shall comply with the terms specified below. Each
document evidencing an Incentive Option shall, in addition, be subject to the provisions of the
Plan applicable to such stock options. The provisions of the various Stock Option Award
Agreements entered into under the Plan need not be identical. The Stock Option Award
Agreement shall also specify whether the stock option is an Incentive Option and if not specified
then the stock option shall be a Non-Statutory Option. Additionally the Stock Option Award
Agreement shall specify the number of shares of Common Stock that are subject to the stock
option, set forth the stock option's exercise price (pursuant to the terms specified below), specify
the date when all or any installment of the stock option is to become vested and/or exercisable
and specify the term of the stock option.
6
A.
Exercise Price .
1.
The exercise price per share shall be fixed by the Plan
Administrator in accordance with the following provisions:
(i)
The exercise price
share shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on
stock option grant date.
(ii)
If the person to whom
Incentive Option is granted is a 10% Shareholder, then the exercise price per share shall not be less than one hund
ten percent (110%) of the Fair Market Value per share of Common Stock on the Incentive Option grant date.
2.
Unless the terms of the Award and/or the Stock Option
Award Agreement provide for cashless exercise, the exercise price shall become immediately
due upon exercise of the stock option and shall, subject to the documents evidencing the stock
option, be payable in cash or check made payable to the Corporation or by a promissory note as
described in Section I of Article Four. Should the Common Stock be registered under Section
12(g) of the 1934 Act at the time the stock option is exercised, then the exercise price may also
be paid as follows:
(i)
in shares of Comm
Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial repor
purposes and valued at Fair Market Value on the Exercise Date, or
(ii)
to the extent the st
option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optio
shall concurrently provide irrevocable written instructions to the Corporation to deliver the certificates for the purcha
shares directly to such brokerage firm in order to complete the sale.
Except to the extent such sale and remittance procedure is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.
B.
Exercise and Term of Stock Options . Each stock option shall be
exercisable at such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing the stock option
grant. However, no stock option shall have a term in excess of ten (10) years measured from the
stock option grant date.
C.
Effect of Termination of Service .
1.
Unless the applicable Stock Option Award Agreement or
employment agreement provides otherwise (and in such case, the Stock Option Award
Agreement or employment agreement shall govern as to the consequences of a termination of
Service for such stock option awards subject to the subsection (C)), the following provisions shall
govern the exercise of any stock options held by the Optionee at the time of cessation of Service
or death:
7
(i)
Should the Optio
cease to remain in Service for any reason other than Disability or death, then the Optionee shall have a period of three
months following the date of such cessation of Service during which to exercise the vested portion of each outstand
stock option held by such Optionee and all unvested portions of any outstanding stock option award shall be forfe
without consideration as of the termination of Service date.
(ii)
Should Optione
Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the d
of such cessation of Service during which to exercise the vested portion of each outstanding stock option held by s
Optionee and all unvested portions of any outstanding stock option award shall be forfeited without consideration as of
termination of Service date.
(iii)
If the Optionee dies w
holding an outstanding stock option, then the personal representative of his or her estate or the person or person
whom the stock option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have a twelve (1
month period following the date of the Optionee’s death to exercise the vested portion of such stock option and
unvested portions of any outstanding stock option award shall be forfeited without consideration as of the date of death
(iv)
Under no circumstanc
however, shall any such stock option be exercisable after the specified expiration of the stock option term.
(v)
During the applica
post-Service exercise period, the stock option may not be exercised in the aggregate for more than the number of ves
shares for which the stock option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiratio
the applicable exercise period or (if earlier) upon the expiration of the stock option term, the stock option shall termin
and cease to be outstanding for any vested shares for which the stock option has not been exercised.
2.
The Plan Administrator shall have the discretion, either at
the time a stock option is granted or at any time while the stock option remains outstanding,
provided that such time is prior to the forfeiture of the stock option, to:
(i)
extend the period of t
for which the stock option is to remain exercisable following Optionee’s cessation of Service or death from the lim
period otherwise in effect for that stock option to such greater period of time as the Plan Administrator shall de
appropriate, but in no event beyond the expiration of the stock option term, and/or
(ii)
permit the stock optio
be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested share
Common Stock for which such stock option is exercisable at the time of the Optionee’s cessation of Service but also
respect to one or more additional installments in which the Optionee would have vested under the stock option had
Optionee continued in Service.
8
D.
Shareholder Rights . The holder of a stock option shall have no
shareholder rights with respect to the shares subject to the stock option until such person shall
have exercised the stock option, paid the exercise price and any applicable withholding taxes and
become a holder of record of the purchased shares.
E.
Unvested Shares . The Plan Administrator shall have the
discretion to grant stock options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the Corporation shall
have the right to repurchase, at the exercise price paid per share, all or (at the discretion of the
Corporation and with the consent of the Optionee) any of those unvested shares. The terms upon
which such repurchase right shall be exercisable (including the period and procedure for exercise
and the appropriate vesting schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.
F.
First Refusal Rights . Until such time as the Common Stock is
first registered under Section 12(g) of the 1934 Act, the Corporation shall have the right of first
refusal with respect to any proposed disposition by the Optionee (or any successor in interest) of
any shares of Common Stock issued under the Plan. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator and set forth in
the document evidencing such right.
G.
Limited Transferability of Stock Options . During the lifetime of
the Optionee, the stock option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and distribution following
the Optionee’s death.
H.
Withholding . The Corporation’s obligation to deliver shares of
Common Stock upon the exercise of any stock options granted under the Plan shall be subject to
the satisfaction of all applicable federal, state and local income and employment tax withholding
requirements.
II.
INCENTIVE OPTIONS
The terms specified below shall be applicable to all Incentive Options. Except as
modified by the provisions of this Section II, all the provisions of the Plan shall be applicable to
Incentive Options. Stock options which are specifically designated as Non-Statutory Options shall
not be subject to the terms of this Section II.
A.
Eligibility . Incentive Options may only be granted to Employees.
9
B.
Exercise Price . The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the
stock option grant date.
C.
Dollar Limitation . The aggregate Fair Market Value of the shares
of Common Stock (determined as of the respective date or dates of grant) for which one or more
stock options granted to any Employee under the Plan (or any other stock option plan of the
Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive
Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). To the extent the Employee holds two (2) or more such stock options which
become exercisable for the first time in the same calendar year, the foregoing limitation on the
exercisability of such stock options as Incentive Options shall be applied on the basis of the order
in which such stock options are granted. If and to the extent that any shares of Common Stock
are issued under a portion of any Incentive Option that exceeds the $100,000 limitation of Section
422 of the Code, such shares shall not be treated as issued under an Incentive Option
notwithstanding any designation otherwise. Certain decisions, amendments, interpretations and
actions by the Plan Administrator and certain actions by an Employee may cause an Incentive
Option to cease to qualify as an Incentive Option pursuant to the Code and by accepting an
Incentive Option the Employee agrees in advance to such disqualifying action taken by either the
Employee, the Plan Administrator or the Corporation.
D.
10% Shareholder . If any Employee to whom an Incentive Option
is granted is a 10% Shareholder, then the stock option term shall not exceed five (5) years
measured from the stock option grant date.
III.
CORPORATE TRANSACTION
A. The shares subject to each stock option outstanding under the Plan
at the time of a Corporate Transaction shall automatically vest in full so that each such stock
option shall, immediately prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to that stock option and
may be exercised for any or all of those shares as fully vested shares of Common Stock.
However, the shares subject to an outstanding stock option shall not vest on such an accelerated
basis if and to the extent: (i) such stock option is assumed by the successor corporation (or
parent thereof) in the Corporate Transaction and the Corporation’s repurchase rights with respect
to the unvested stock option shares are concurrently assigned to such successor corporation (or
parent thereof) or (ii) such stock option is to be replaced with a cash incentive program of the
successor corporation which preserves the spread existing on the unvested stock option shares
at the time of the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to those unvested stock option shares or (iii) the
acceleration of such stock option is subject to other limitations imposed by the Plan Administrator
at the time of the stock option grant.
B.
All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to the extent: (i) those
repurchase rights are assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.
10
C.
Immediately following the consummation of the Corporate
Transaction, all outstanding stock options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof).
D.
Each stock option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to
apply to the number and class of securities which would have been issuable to the Optionee in
consummation of such Corporate Transaction, had the stock option been exercised immediately
prior to such Corporate Transaction. Appropriate adjustments shall also be made to (i) the
number and class of securities available for issuance under the Plan following the consummation
of such Corporate Transaction and (ii) the exercise price payable per share under each
outstanding stock option, provided the aggregate exercise price payable for such securities shall
remain the same.
E.
The Plan Administrator shall have the discretion, either at the time
the stock option is granted or at any time while the stock option remains outstanding, to provide
for the automatic acceleration (in whole or in part) of one or more outstanding stock options (and
the automatic termination of one or more outstanding repurchase rights, with the immediate
vesting of the shares of Common Stock subject to those terminated rights) upon the occurrence
of a Corporate Transaction, whether or not those stock options are to be assumed or replaced (or
those repurchase rights are to be assigned) in the Corporate Transaction.
F.
The Plan Administrator shall also have full power and authority,
either at the time the stock option is granted or at any time while the stock option remains
outstanding, to structure such stock option so that the shares subject to that stock option will
automatically vest on an accelerated basis should the Optionee’s Service terminate by reason of
an Involuntary Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of any Corporate Transaction in which the stock option is assumed
and the repurchase rights applicable to those shares do not otherwise terminate. Any such stock
option shall remain exercisable for the fully vested stock option shares until the earlier of (i) the
expiration of the stock option term or (ii) the expiration of the one (1)-year period measured from
the effective date of the Involuntary Termination. In addition, the Plan Administrator may provide
that one or more of the outstanding repurchase rights with respect to shares held by the Optionee
at the time of such Involuntary Termination shall immediately terminate on an accelerated basis,
and the shares subject to those terminated rights shall accordingly vest.
G.
The portion of any Incentive Option accelerated in connection with
a Corporate Transaction shall remain exercisable as an Incentive Option only to the extent the
applicable One Hundred Thousand Dollar limitation is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such stock option shall be exercisable as a NonStatutory Option under the Federal tax laws.
H. The grant of stock options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of
its business or assets.
11
IV.
CANCELLATION AND REGRANT OF STOCK OPTIONS
The Plan Administrator shall have the authority to effect, at any time and from
time to time, with the consent of the affected stock option holders, the cancellation of any or all
outstanding stock options under the Plan and to grant in substitution therefor new stock options
covering the same or different number of shares of Common Stock but with an exercise price per
share based on the Fair Market Value per share of Common Stock on the new stock option grant
date.
ARTICLE THREE
STOCK ISSUANCE PROGRAM
I.
STOCK ISSUANCE TERMS
Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening stock option grants. Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms
specified below.
A.
Purchase Price .
1.
The purchase price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair Market Value per
share of Common Stock on the issue date. However, the purchase price per share of Common
Stock issued to a 10% Shareholder shall not be less than one hundred and ten percent (110%) of
such Fair Market Value.
2.
Shares of Common Stock may be issued under the Stock
Issuance Program for any of the following items of consideration which the Plan Administrator
may deem appropriate in each individual instance:
(i)
cash or check m
(ii)
past services rendere
payable to the Corporation;
the Corporation (or any Parent or Subsidiary); or
(iii)
described in Section I of Article Four.
B.
Vesting Provisions .
1.
Shares of Common Stock issued under the Stock
Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the Participant’s period of
Service or upon attainment of specified performance objectives.
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2.
Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the Participant may
have the right to receive with respect to the Participant’s unvested shares of Common Stock by
reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements
applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow
arrangements as the Plan Administrator shall deem appropriate.
3.
The Participant shall have full shareholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the
Participant shall have the right to vote such shares and to receive any regular cash dividends
a promissory note
paid on such shares.
4.
Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to one or more such
unvested shares of Common Stock, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have no further shareholder rights with
respect to those shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the Participant’s purchasemoney indebtedness), the Corporation shall repay to the Participant the cash consideration paid
for the surrendered shares and shall cancel the unpaid principal balance of any outstanding
purchase-money note of the Participant attributable to such surrendered shares.
5.
The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate vesting of the
Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver
may be effected at any time, whether before or after the Participant’s cessation of Service or the
attainment or non-attainment of the applicable performance objectives.
II.
CORPORATE TRANSACTION
A.
Upon the occurrence of a Corporate Transaction, all outstanding
repurchase rights under the Stock Issuance Program shall terminate automatically, and the
shares of Common Stock subject to those terminated rights shall immediately vest in full, except
to the extent: (i) those repurchase rights are assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed by the Plan Administrator at the time the repurchase right
is issued.
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B.
The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while the Corporation’s
repurchase rights with respect to those shares remain outstanding, to provide that those rights
shall automatically terminate on an accelerated basis, and the shares of Common Stock subject
to those terminated rights shall immediately vest, in the event the Participant’s Service should
subsequently terminate by reason of an Involuntary Termination within a designated period (not
to exceed eighteen (18) months) following the effective date of any Corporate Transaction in
which those repurchase rights are assigned to the successor corporation (or parent thereof).
III.
SHARE ESCROW/LEGENDS
Unvested shares may, in the Plan Administrator’s discretion, be held in escrow
by the Corporation until the Participant’s interest in such shares vests or may be issued directly to
the Participant with restrictive legends on the certificates evidencing those unvested shares.
ARTICLE FOUR
MISCELLANEOUS
I.
FINANCING
The Plan Administrator may permit any Optionee or Participant to pay the stock
option exercise price or the purchase price for shares issued to such person under the Plan by
delivering a full-recourse, interest-bearing promissory note payable in one or more installments
and secured by the purchased shares. However, any promissory note delivered by a consultant
must be secured by property in addition to the purchased shares of Common Stock. In no event
shall the maximum credit available to the Optionee or Participant exceed the sum of (i) the
aggregate stock option exercise price or purchase price payable for the purchased shares plus (ii)
any federal, state and local income and employment tax liability incurred by the Optionee or the
Participant in connection with the stock option exercise or share purchase.
II.
EFFECTIVE DATE AND TERM OF PLAN
A.
The Plan shall become effective when adopted by the Board.
B.
The Plan shall terminate upon the earliest of (i) the expiration of
the ten (10) year period measured from the date the Plan is adopted by the Board, (ii) the date on
which all shares available for issuance under the Plan shall have been issued or (iii) the
termination of all outstanding stock options in connection with a Corporate Transaction. All stock
options and unvested stock issuances outstanding at that time under the Plan shall continue to
have full force and effect in accordance with the provisions of the documents evidencing such
stock options or issuances.
III.
AMENDMENT OF THE PLAN
A.
The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects. However, no such amendment or modification
shall adversely affect the rights and obligations with respect to stock options or unvested stock
issuances at the time outstanding under the Plan unless the Optionee or the Participant consents
to such amendment or modification. In addition, certain amendments may require shareholder
approval pursuant to applicable laws and regulations.
14
B.
To the extent permitted by applicable law, stock options may be
granted under the Option Grant Program and shares may be issued under the Stock Issuance
Program which are in each instance in excess of the number of shares of Common Stock then
available for issuance under the Plan, provided any excess shares actually issued under those
programs shall be held in escrow until there is obtained shareholder approval of an amendment
sufficiently increasing the number of shares of Common Stock available for issuance under the
Plan. If such shareholder approval is not obtained within twelve (12) months after the date the
first such excess issuances are made, then (i) any unexercised stock options granted on the
basis of such excess shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or purchase price paid
for any excess shares issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in escrow, and such
shares shall thereupon be automatically cancelled and cease to be outstanding.
IV.
USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.
V.
WITHHOLDING
The Corporation’s obligation to deliver shares of Common Stock upon the
exercise of any stock options or upon the issuance or vesting of any shares issued under the
Plan shall be subject to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements.
VI.
LIMITATIONS ON RIGHTS
A.
Retention Rights . Neither the Plan nor any award granted under
the Plan shall be deemed to give any individual a right to remain in Service as an Employee,
consultant, or non-employee director of the Corporation, a Parent or a Subsidiary or to receive
any future awards under the Plan. The Corporation and its Parents and Subsidiaries reserve the
right to terminate the Service of any person at any time, and for any reason, subject to applicable
laws, the Corporation's articles of incorporation and bylaws and a written employment agreement
(if any).
B.
Regulatory Approvals . The implementation of the Plan, the
granting of any stock options under the Plan and the issuance of any shares of Common Stock (i)
upon the exercise of any stock option or (ii) under the Stock Issuance Program shall be subject to
the Corporation’s procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the stock options granted under it and the shares of Common
Stock issued pursuant to it.
C.
Clawback Policy . The Corporation may (i) cause the cancellation
of any award, (ii) require reimbursement of any award by a Participant or Optionee and (iii) effect
any other right of recoupment of equity or other compensation provided under this Plan or
otherwise in accordance with Corporation policies and/or applicable law (each, a “Clawback
Policy”). In addition, a Participant or Optionee may be required to repay to the Corporation certain
previously paid compensation, whether provided under this Plan or an award agreement or
otherwise, in accordance with the Clawback Policy.
VII.
NO EMPLOYMENT OR SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee or the Participant any right to
continue in Service for any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such
person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person’s Service at any time for any reason, with or without cause.
15
APPENDIX
The following definitions shall be in effect under the Plan:
A.
Board shall mean the Corporation’s Board of Directors.
B.
California Participants shall mean a Participant or Optionee whose award
under the Plan was issued in reliance on Section 25102(o) of the California Corporation Code.
C.
Code shall mean the Internal Revenue Code of 1986, as amended.
D.
Committee shall mean a committee of two (2) or more Board members
appointed by the Board to exercise one or more administrative functions under the Plan.
E.
Common Stock shall mean the Corporation’s common stock.
F.
Corporate Transaction shall mean either of the following shareholderapproved transactions to which the Corporation is a party:
(i)
a merger or consolidation in which securities possessing more than fifty perc
(50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person
persons different from the persons holding those securities immediately prior to such transaction, or
(ii)
the sale, transfer or other disposition of all or substantially all of the Corporatio
assets in complete liquidation or dissolution of the Corporation.
G.
corporation.
Corporation shall mean Rich Pharmaceuticals, Inc., a Nevada
H.
Disability shall mean the inability of the Optionee or the Participant to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted or can expected
to last for a continuous period of not less than twelve (12) months and shall be determined by the
Plan Administrator on the basis of such medical evidence as the Plan Administrator deems
warranted under the circumstances.
I.
Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of performance.
J.
Exercise Date shall mean the date on which the Corporation shall have
received written notice of the stock option exercise.
K.
Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:
(i)
If the Common Stock is at the time traded on the Nasdaq National Market, quoted
the OTCBB, quoted on the OTCQB, quoted on the pink sheets then the Fair Market Value shall be the closing sel
price per share of Common Stock on the date in question, as such price is reported by the National Association
Securities Dealers on the Nasdaq National Market or any successor system, or at the last price traded in the overcounter market that is reported by the OTCBB, OTCQB or pink sheets. If there is no closing selling price for the Comm
Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date
which such quotation exists.
(ii)
If the Common Stock is at the time listed on any Stock Exchange, then the
Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Excha
determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quote
the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on
date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which s
quotation exists.
(iii)
If the Common Stock is at the time neither listed on any Stock Exchange nor tra
on the Nasdaq National Market, nor quoted on the OTCBB, nor quoted on the OTCQB, nor quoted on the pink she
then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as
Plan Administrator shall deem appropriate including the pricing of any recent capital raising the company has comple
or is proposed to complete.
16
L.
Incentive Option shall mean a stock option which satisfies the
requirements of Code Section 422.
M.
Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of:
(i)
such individual’s involuntary dismissal or discharge by the Corporation for reas
other than Misconduct, or
(ii)
such individual’s voluntary resignation following (A) a change in his or her posi
with the Corporation which materially reduces his or her level of responsibility, (B) a reduction in his or her leve
compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bo
or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employmen
more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without the individu
consent.
N.
Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person
of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or
any other intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant
or other person in the Service of the Corporation (or any Parent or Subsidiary).
O.
P.
1934 Act shall mean the Securities Exchange Act of 1934, as amended.
Non-Statutory Option shall mean a stock option that is not an Incentive
Option.
Q.
Option Grant Program shall mean the stock option grant program in
effect under the Plan.
R.
the Plan.
Optionee shall mean any person to whom a stock option is granted under
S.
Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
T.
Participant shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.
U.
Plan shall mean this Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock
Issuance Plan as it may be amended from time to time.
V.
Plan Administrator shall mean either the Board or the Committee acting
in its capacity as administrator of the Plan.
W.
Service shall mean the provision of services to the Corporation (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee member of
the board of directors or a consultant, except to the extent otherwise specifically provided in the
documents evidencing the stock option grant.
X.
Stock Exchange shall mean either the American Stock Exchange or the
New York Stock Exchange.
Y.
Stock Issuance Agreement shall mean the written agreement entered
into by the Corporation and the Participant at the time of issuance of shares of Common Stock
under the Stock Issuance Program.
Z.
under the Plan.
Stock Issuance Program shall mean the stock issuance program in effect
AA.
Stock Option Award Agreement shall mean the written agreement
described in Article Two, Section I evidencing each award of a stock option under the Plan.
BB.
Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
CC.
10% Shareholder shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting
power of all classes of outstanding stock of the Corporation (or any Parent or Subsidiary).
17
RICH PHARMACEUTICALS, INC.
2013 STOCK OPTION/STOCK ISSUANCE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Rich Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby grants an
Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The
terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the
Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "Plan").
Grant Date of Option : ______________
Name of Optionee : ______________
Number of Shares
Covered by Option : ______________
Exercise Price per Share : $___________
Fair Market Value of a
Share on Grant Date : $__________
Expiration Date : ______________
Vesting Schedule : Subject to all the terms of the attached Agreement, the number of Shares
which you may purchase under this Option shall vest as follows:
By signing this cover sheet, you agree to all of the terms and conditions described
in the attached Agreement and in the Plan, a copy of which is also enclosed.
Optionee: ______________
(Signature)
Company: ______________
By: Ben Chang, Chief Executive Officer
Attachment
RICH PHARMACEUTICALS, INC.
2013 STOCK OPTION/STOCK ISSUANCE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
The Plan and
Other Agreements
Nonstatutory Stock Option
Vesting
Term
Termination - General
The text of the Plan is incorporated in this
Agreement by reference. Certain capitalized
terms used in this Agreement are defined in
the Plan. This Agreement and the Plan
constitute the entire understanding between
you and the Company regarding this
Option. Any prior agreements, commitments
or negotiations concerning this Option are
superseded.
This Option is not intended to be an
Incentive Stock Option under Section 422 of
the Code and will be interpreted accordingly.
This Option is not intended to be deferred
compensation under S ection 409A of the
Code and will be interpreted accordingly.
This Option is only exercisable before it
expires and then only with respect to the
vested portion of the Option. This Option will
vest according to the Vesting Schedule on
the attached cover sheet.
Your Option will expire in any event at the
close of business at Company headquarters
on the Expiration Date, as shown on the
cover sheet. Except as provided on the
Vesting Schedule on the attached cover
sheet, your Option will expire earlier if your
Service terminates, as described below.
If your Service terminates for any reason
Termination for
Cause
Death or Disability California Participants
only
Leaves of Absence
Notice of Exercise
(except in the case of death or Disability of a
California Participant), other than for Cause,
then your Option will expire at the close of
business at Company headquarters on the
date that is 90 days after your termination
date.
If your Service is terminated for Cause or if
you commit an act(s) of Cause while this
Option is outstanding, as determined by the
Committee in its sole discretion, then you
shall immediately forfeit all rights to your
unvested options and the unvested options
shall immediately expire, and the vested
portion of your Option will expire at the close
of business at Company headquarters on the
date that is 10 days after your termination
date.
If you are a California Participant and your
Service terminates because of your death or
Disability, then your Option will expire at the
close of business at Company headquarters
on the date six months after the date of your
death or Disability. During that six month
period, your estate or heirs may exercise the
vested portion of your Option.
For purposes of this Option, your Service
does not terminate when you go on a bona
fide leave of absence that was approved by
the Company in writing, if the terms of the
leave provide for continued Service crediting,
or when continued Service crediting is
required by applicable law. Your Service
terminates in any event when the approved
leave ends unless you immediately return to
active work. The Company determines
which leaves count for this purpose, and
when your Service terminates for all
purposes under the Plan.
When you wish to exercise this Option, you
must notify the Company by filing a "Notice
of Exercise" form at the address given on the
form. Your notice must specify how many
Shares you wish to purchase. Your notice
must also specify how your Shares should
be registered (in your name only or in your
and your spouse's names as community
property or as joint tenants with right of
survivorship). The notice will be effective
when it is received by the Company. If
someone else wants to exercise this Option
after your death, that person must prove to
the Company's satisfaction that he or she is
entitled to do so.
2
When you submit your notice of exercise,
you must include payment of the Exercise
Price for the Shares you are purchasing.
Payment may be made in one (or a
combination) of the following forms:
· Cash, your personal check, a cashier's
check or a money order.
· Shares which have already been owned by
you for more than six months and which
are surrendered to the Company. The
Fair Market Value of the Shares,
determined as of the effective date of the
Option exercise, will be applied to the
Exercise Price.
·
Form of Payment
Provided that at the time of exercise
the Common Stock is publicly traded, by
“cashless exercise” by payment, in whole
or in part, through the surrender of
shares of Common Stock then issuable
upon exercise of the option having a Fair
Market Value on the date of option
exercise equal to the aggregate exercise
price of the option or exercised portion
thereof.
"Fair Market Value" means, as of any
date, the value of the Common Stock
determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or traded on the
Nasdaq National Market or the Nasdaq
Small Cap Market or the OTC Bulletin Board
or the OTC Markets, the Fair Market Value
of a share of Common Stock shall be the
closing sales price for such stock (or the
closing bid, if no sales were reported) as
quoted on such exchange or market (or the
exchange or market with the greatest volume
of trading in the Common Stock) on the last
market trading day prior to the day of
determination, as reported in THE WALL
STREET JOURNAL or such other source as
the Company Board of Directors deems
reliable.
(ii) In the absence of such markets for the
Common Stock, the Fair Market Value shall
be determined in good faith by the Company
Board of Directors.
You will be solely responsible for payment of
any and all applicable taxes associated with
this Option.
Withholding Taxes
Restrictions on Resale
You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any withholding or
other taxes that may be due as a result of
the Option exercise or sale of Shares
acquired under this Option.
By signing this Agreement, you agree not to
exercise this Option or sell any Shares
acquired under this Option at a time when
applicable laws, regulations or Company or
underwriter trading policies prohibit the sale
of Shares. If the sale of Shares under the
Plan is not registered under the Securities
Act, but an exemption is available which
requires
an
investment
or
other
representation, you shall represent and
agree at the time of exercise that the Shares
being acquired upon exercise of this Option
are being acquired for investment, and not
with a view to the sale or distribution thereof,
and shall make such other representations
as are deemed necessary or appropriate by
the Company and its counsel.
3
You may transfer vested options to a third
party subject to the third party executing
documentation reasonably requested by the
Company in a format similar to this Option
Agreement.
Transfer of Option
Retention Rights
Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a notice of exercise from
your spouse, nor is the Company obligated
to recognize your spouse's interest in your
Option in any other way.
Your Option or this Agreement does not give
you the right to be retained by the Company
(or any Parent or any Subsidiaries or
Affiliates) in any capacity. The Company (or
any Parent and any Subsidiaries or Affiliates)
reserves the right to terminate your Service
at any time and for any reason.
Stockholder Rights
Adjustments
Legends
Applicable Law
Counterparts; Delivery
You, or your estate or heirs, have no rights
as a stockholder of the Company until a
certificate for your Option's Shares has been
issued. No adjustments are made for
dividends or other rights if the applicable
record date occurs before your stock
certificate is issued, except as described in
the Plan.
In the event of a stock split, a stock dividend
or a similar change in the Company stock,
the number of Shares covered by this Option
(rounded down to the nearest whole number)
and the Exercise Price per Share may be
adjusted pursuant to the Plan. Your Option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity.
All certificates representing the Shares
issued upon exercise of this Option shall,
where applicable, have endorsed thereon
the following legend:
"THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD,
PLEDGED,
OR
OTHERWISE
TRANSFERRED
WITHOUT
AN
EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT
SUCH
REGISTRATION
IS
NOT
REQUIRED."
This Agreement will be interpreted and
enforced under the laws of the State of
Nevada.
This Option Agreement may be executed in
any number of counterparts and may be
delivered by facsimile transmission or by
electronic transmission in PDF format, all of
which taken together shall constitute a single
instrument.
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.
4
RICH PHARMACEUTICALS, INC.
NOTICE OF EXERCISE OF NONSTATUTORY STOCK
OPTION BY OPTIONEE
Rich Pharmaceuticals, Inc.
______________________
______________________
Re: Exercise of Nonstatutory Stock Option to Purchase Shares of Company Stock
______________
[PRINT NAME OF OPTIONEE]
Pursuant to the Nonstatutory Stock Option Agreement dated ___________________,
______ between Rich Pharmaceuticals, Inc., a Nevada corporation, (the "Company") and me,
made pursuant to the 2013 Stock Option/Stock Issuance Plan (the "Plan"), I hereby request to
purchase _______ shares (whole number only) of common stock of the Company (the "Shares"),
at the exercise price of $______ per share. I am hereby making full payment of the aggregate
exercise price by one or more of the following forms of payment in accordance with the whole
number percentages that I have provided below. I further understand and agree that I will timely
satisfy any and all applicable tax withholding obligations as a condition of this Option exercise.
Percentage
of Payment Form of Payment As Provided In the Nonstatutory Stock Option
Agreement
______________% Cash/My Personal Check/Cashier's Check/Money Order (payable to
"Rich Pharmaceuticals, Inc.")
______________% Surrender of Vested Shares (Valued At Their Fair Market Value)
Owned
By Me For More Than Six Months
______________% By “cashless exercise” through the surrender of shares of Common
Stock then issuable upon exercise of the option having a Fair Market Value on the date of
option exercise equal to the aggregate exercise price of the option or exercised portion
thereof
Check one: ¨ The Shares certificate is to be issued and registered in my name only.
¨ The Shares certificate is to be issued and registered in my name and my
spouse's name.
[PRINT SPOUSE'S NAME, IF CHECKING SECOND BOX]
Check one (if checked second box above):
¨ Community Property or ¨ Joint Tenants With Right of Survivorship
I acknowledge that I have received, understand and continue to be bound by all of the
terms and conditions set forth in the Plan and in the Nonstatutory Stock Option Agreement.
Dated: __________________
__________________
__________________
(Spouse's Signature)**
**Spouse must sign this N
(Optionee's Signature)
Exercise if listed above.
__________________
__________________
__________________
__________________
(Full Address)
(Full Address)
* THIS NOTICE OF EXERCISE MAY BE REVISED BY THE COMPANY AT ANY TIME
WITHOUT NOTICE.
5