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This excerpt taken from the CALP DEF 14A filed Apr 25, 2007. Acquisition Equity
Incentive Plan (the “Acquisition Plan”). The Acquisition Plan
was adopted by our board in 2003. All
persons not previously employed
by us are eligible to receive stock awards if such stock awards are an
inducement to such persons to accept employment with us or accept or continue
employment one of our affiliates.
A total of 900,000 shares of common stock have been reserved for issuance under the Acquisition Plan. As of December 31, 2006, an aggregate of 753,750 options and unvested stock awards were outstanding, and 65,000 shares remained available for future grants under the Acquisition Plan. The board administers the Acquisition Plan unless and until the board delegates administration to a committee of the board. If required under applicable law or Nasdaq listing requirements, the Acquisition Plan shall be administered by a committee as provided in the Acquisition Plan. Our board may suspend or terminate the Acquisition Plan at any time. Our board may also amend the Acquisition Plan at any time. However, no such amendment will be effective unless approved by our stockholders, to the extent stockholder approval is necessary to satisfy the requirements of any Nasdaq or securities exchange listing requirements. 30 Under the Acquisition Plan, the board may grant non-statutory options and restricted stock, with an exercise price as determined by the board. The maximum option term is 10 years. The board may provide for exercise periods of any length in individual option grants. However, generally an option terminates three months after the option holder’s service to us and our affiliates terminates. If we are dissolved or liquidated, then any outstanding options under the Acquisition Plan will terminate immediately prior to such event. If we sell, lease or dispose of all or substantially all of our assets, or are acquired pursuant to a merger or consolidation, then the surviving entity may assume or substitute all outstanding awards under the Acquisition Plan. If the surviving entity does not assume or substitute these awards, then generally the vesting and exerciseability of the stock awards will accelerate. This excerpt taken from the CALP 10-K filed Apr 28, 2006. Acquisition Equity Incentive Plan. All persons not
previously employed by Caliper where the stock awards are an inducement to such
persons to accept employment with Caliper or accept or continue employment with
an affiliate of Caliper are eligible to receive stock awards under the
Acquisition Plan.
The Board shall administer the Acquisition Plan unless and until the Board delegates administration to a committee. If required under applicable law or NASDAQ listing requirements, the Acquisition Plan shall be administered by a committee as provided in the Acquisition Plan. Our Board may suspend or terminate the plan at any time. Our Board may also amend the plan at any time or from time to time. However, no amendment will be effective unless approved by our stockholders after its adoption by the Board to the extent stockholder approval is necessary to satisfy the requirements of any NASDAQ or securities exchange listing requirements.
Under the Acquisition Plan, the Board may grant non-statutory options and restricted stock, with an exercise price as determined by the Board. The maximum option term is 10 years. The Board may provide for exercise periods of any length in individual option grants. However, generally an option terminates three months after the option holder’s service to our affiliates and to us terminates.
If we dissolve or liquidate, then any outstanding options under the Acquisition Plan will terminate immediately prior to the event. If we sell, lease or dispose of all or substantially all of our assets, or are acquired pursuant to a merger or consolidation, then the surviving entity may assume or substitute all outstanding awards under the Acquisition Plan. If the surviving entity does not assume or substitute these awards, then generally the vesting and exercise ability of the stock awards will accelerate.
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