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RVBD » Topics » SECTION 13. SECURITIES LAW REQUIREMENTS.

These excerpts taken from the RVBD 10-K filed Feb 23, 2009.

SECTION 13. SECURITIES LAW REQUIREMENTS.

Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

SECTION 13. SECURITIES LAW REQUIREMENTS.

Shares
of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

STYLE="margin-top:18px;margin-bottom:0px">SECTION 14. AMENDMENT OR DISCONTINUANCE.

(a)
General Rule. The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Except as provided in Section 3, any increase in the aggregate number of shares of Stock that may be issued under the
Plan shall be subject to the approval of the Company’s stockholders. In addition, any other amendment of the Plan shall be subject to the approval of the Company’s stockholders to the extent required by any applicable law or regulation.
The Plan shall terminate automatically 20 years after its adoption by the Board, unless (a) the Plan is extended by the Board and (b) the extension is approved within 12 months by a vote of the stockholders of the Company.

STYLE="margin-top:0px;margin-bottom:0px"> 


7







(b) Impact on Purchase Price. This Subsection (b) shall apply in the event that (i) the
Company’s stockholders during an Accumulation Period approve an increase in the number of shares of Stock that may be issued under Section 3 and (ii) the aggregate number of shares to be purchased at the close of such Accumulation
Period exceeds the number of shares that remained available under Section 3 before such increase. In such event, the Purchase Price for each share of Stock purchased at the close of such Accumulation Period shall be the lower of:

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">(i) The higher of (A) 85% of the Fair Market Value of such share on the first trading day in the applicable Offering Period or, in
the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO or (B) 85% of the Fair Market Value of such share on the earliest trading day coinciding with or following
the date when the Company’s stockholders approve such increase; or

(ii) 85% of the Fair Market Value of such share on
the last trading day in such Accumulation Period.

Immediately after the close of such Accumulation Period, a new Offering Period shall commence for all
Participants, provided that the Committee has determined that a new Offering Period should commence.

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 23, 2009

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