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Cybercash - 1999 RESTRICTED STOCK PLAN
CYBERCASH, INC.
1999 RESTRICTED STOCK PLAN TABLE OF CONTENTS
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1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1. Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2. Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.3. Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4. No Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. EFFECTIVE DATE AND TERM OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.1. Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.1. Company or Subsidiary Employees; Service Providers. . . . . . . . . . . . . . . . . 6
6.2. Successive Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. AWARD AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. RESTRICTED STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.1. Grant of Restricted Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.2. Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.3. Restricted Stock Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.4. Rights of Holders of Restricted Stock. . . . . . . . . . . . . . . . . . . . . . . . 7
8.5. Termination of Employment or Other Relationship. . . . . . . . . . . . . . . . . . . 7
8.6. Rights in the Event of Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.7. Rights in the Event of Disability. . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.8. Delivery of Stock and Payment Therefor. . . . . . . . . . . . . . . . . . . . . . . 8
9. UNRESTRICTED STOCK AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. PARACHUTE LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.2. Rule 16b-3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. AMENDMENT AND TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13.1. Changes in Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13.2. Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control. 11
13.3. Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13.4. No Limitations on Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
14. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
15. NONEXCLUSIVITY OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16. WITHHOLDING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
- i - 17. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
18. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
19. NUMBER AND GENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
20. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
CYBERCASH, INC.
1999 RESTRICTED STOCK PLAN
CyberCash, Inc., a Delaware corporation (the "Company"), sets forth herein the terms of its 1999 Restricted Stock Plan (the "Plan") as follows:
1. PURPOSE
The purpose of the Plan is to enhance the Company's ability to attract, retain and compensate highly qualified officers, key employees, and other persons, and to motivate such officers, key employees, and other persons to serve the Company and its affiliates (as defined herein) and to expend maximum effort to improve the business results and earnings of the Company, by providing to such officers, key employees and other persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of restricted stock and unrestricted stock.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:
2.1 "affiliate" of, or person "affiliated" with, a person means any company or other trade or business that controls, is controlled by or is under common control with such person within the meaning of Rule 405 of Regulation C under the Securities Act.
2.2 "Award" means a grant of Restricted Stock or Unrestricted Stock under the Plan.
2.3 "Award Agreement" means the Restricted Stock Agreement or Unrestricted Stock Award Agreement or other written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.
2.4 "Benefit Arrangement" shall have the meaning set forth in SECTION 10 hereof.
2.5 "Board" means the Board of Directors of the Company.
- 1 - 2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
2.7 "Committee" means a committee of, and designated from time to time by resolution of, the Board, which shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of the Company or any affiliate of the Company.
2.8 "Company" means CyberCash, Inc.
2.9 "Effective Date" means January 29, 1999, the date on which the Plan was adopted by the Board.
2.10 "Exchange Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
2.11 "Fair Market Value" means, as of any date, the value of the common stock of the Company determined as follows and in each case in a manner consistent with Section 260.140.50 of Title of the California Code of Regulations:
(1) If the common stock is listed on any established stock exchange or
a national market system, including without limitation the National
Market System of the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, 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 system or exchange (or the exchange with the
greatest volume of trading in 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 Board deems
reliable;
(2) If the common stock is quoted on the NASDAQ System (but not on the
National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported,
the Fair Market Value of a share of common stock shall be the mean
between the bid and asked prices for 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 Board deems
reliable;
(3) In the absence of an established market for the common stock, the
Fair Market Value shall be determined in good faith by the Board.
2.11 "Grant Date" means, as determined by the Board or authorized Committee, (i) the date as of which the Board or such Committee approves an Award, (ii) the date on which the recipient of such Award first became an employee of or otherwise entered into a relationship with the Company or an affiliate of the Company or (iii) such other date as may be specified by the Board or such Committee.
2.12 "Grantee" means a person who receives or holds Restricted Stock or an Unrestricted Stock Award under the Plan.
2.13 "Other Agreement" shall have the meaning set forth in SECTION 10 hereof.
2.14 "Plan" means this CyberCash, Inc. 1999 Restricted Stock Plan.
2.15 "Reporting Person" means a person who is required to file reports under Section 16(a) of the Exchange Act.
2.16 "Restricted Period" means the period during which Restricted Stock is subject to restrictions or conditions pursuant to SECTION 8.2 hereof.
2.17 "Restricted Stock" means shares of Stock, awarded to a Grantee pursuant to SECTION 8 hereof, that are subject to restrictions and to a risk of forfeiture.
2.18 "Securities Act" means the Securities Act of 1933, as now in effect or as hereafter amended.
2.19 "Service Provider" means a consultant or adviser to the Company, a manager of the Company's properties or affairs, or other similar service provider or affiliate of the Company, and employees of any of the foregoing, as such persons may be designated from time to time by the Board pursuant to SECTION 6.1 hereof.
2.20 "Stock" means the common stock, par value $0.001 per share, of the Company.
2.21 "Subsidiary" means any "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code.
2.22 "Unrestricted Stock Award" means any Award granted pursuant to
SECTION 9.
3. ADMINISTRATION OF THE PLAN
3.1. BOARD.
The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company's certificate of incorporation and by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company's articles of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final and conclusive. As permitted by law, the Board may delegate its authority under the Plan to a member of the Board of Directors or an executive officer of the Company.
3.2. COMMITTEE.
The Board from time to time may delegate to a Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in SECTION 3.1 above and in other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Corporation and applicable law. In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. As permitted by law, the Committee may delegate its authority under the Plan to a member of the Board of Directors or an executive officer of the Company.
3.3. AWARDS.
Subject to the other terms and conditions of the Plan, the Board shall have full and final authority (i) to designate Grantees, (ii) to determine the type or types of Award to be made to a Grantee, (iii) to determine the number of shares of Stock to be subject to an Award, (iv) to establish the terms and conditions of
each Award (including, but not limited to, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, transfer, or forfeiture of an Award or the shares of Stock subject thereto), (v) to prescribe the form of each Award Agreement evidencing an Award, and (vi) to amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. As a condition to any subsequent Award, the Board shall have the right, at its discretion, to require Grantees to return to the Company Awards previously made under the Plan. Subject to the terms and conditions of the Plan, any such new Award shall be upon such terms and conditions as are specified by the Board at the time the new Award is made.
3.4. NO LIABILITY.
No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.
4. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in SECTION 13 hereof, the number of shares of Stock available for issuance under the Plan shall be 500,000. Stock issued or to be issued under the Plan shall be authorized but unissued shares. If any shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan.
5. EFFECTIVE DATE AND TERM OF THE PLAN
5.1. EFFECTIVE DATE.
The Plan shall be effective as of the Effective Date.
5.2. TERM.
The Plan has no termination date.
6. ELIGIBILITY
6.1. COMPANY OR SUBSIDIARY EMPLOYEES; SERVICE PROVIDERS.
Awards may be made under the Plan to any employee of, or a Service Provider to, the Company or any Subsidiary, including any such employee who is an officer or director of the Company or of any Subsidiary, as the Board shall determine and designate from time to time.
6.2. SUCCESSIVE GRANTS.
An eligible person may receive more than one Award, subject to such restrictions as are provided herein.
7. AWARD AGREEMENT
Each Award pursuant to the Plan shall be evidenced by an Award Agreement, to be executed by the Company and by the Grantee, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan.
8. RESTRICTED STOCK
8.1. GRANT OF RESTRICTED STOCK.
The Board may from time to time grant Restricted Stock to persons eligible to receive Awards under SECTION 6 hereof, subject to such restrictions, conditions and other terms as the Board may determine.
8.2. RESTRICTIONS.
At the time an Award of Restricted Stock is made, the Board shall establish a period of time (the "Restricted Period") applicable to such Restricted Stock. Each Award of Restricted Stock may be subject to a different Restricted Period. The Board may, in its sole discretion, at the time an Award of Restricted Stock is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual performance objectives. Restricted Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Stock.
8.3. RESTRICTED STOCK CERTIFICATES.
The Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee's benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that complies with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.
8.4. RIGHTS OF HOLDERS OF RESTRICTED ...
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