exv10w1






Exhibit 10.1



 




    AMENDED
    AND RESTATED

    AMICUS THERAPEUTICS, INC.

    2007 EQUITY INCENTIVE PLAN



 


		
	
    1.  
	
    Purpose




 



    This Plan is intended to encourage ownership of Common Stock by
    employees, consultants and directors of the Company and its
    Affiliates and to provide additional incentive for them to
    promote the success of the Company’s business through the
    grant of Awards of shares of the Company’s Common Stock.
    The Plan is intended to be an incentive stock option plan within
    the meaning of Section 422 of the Code but not all Awards
    granted hereunder are required to be Incentive Options.



 


		
	
    2.  
	
    Definitions




 



    As used in the Plan the following terms shall have the
    respective meanings set out below, unless the context clearly
    requires otherwise:



 



    2.1 “Accelerate”, “Accelerated”,
    and “Acceleration”, when used with respect to
    an Option, means that as of the time of reference such Option
    will become exercisable with respect to some or all of the
    shares of Common Stock for which it was not then otherwise
    exercisable by its terms, and, when used with respect to
    Restricted Stock or Restricted Stock Units, as the case may be,
    means that the Risk of Forfeiture otherwise applicable to such
    Restricted Stock or Restricted Stock Units, as the case may be,
    shall expire with respect to some or all of the shares of
    Restricted Stock or some or all of the Restricted Stock Units,
    as the case may be, then still otherwise subject to the Risk of
    Forfeiture.



 



    2.2 “Acquiring Person” means, with respect
    to any Transaction or any acquisition described in
    clause (ii) of the definition of Change of Control, the
    surviving or acquiring person or entity in connection with such
    Transaction or acquisition, as the case may be, provided that if
    such surviving or acquiring person or entity is controlled,
    directly or indirectly, by any other person or entity (an
    “Ultimate Parent Entity”) that is not itself
    controlled by any entity or person that is not a natural person,
    the term “Acquiring Person” shall mean such Ultimate
    Parent Entity.



 



    2.3 “Affiliate” means, with respect to any
    person or entity, any other person or entity controlling,
    controlled by or under common control with the first person or
    entity.



 



    2.4 “Applicable Voting Control Percentage”
    means (i) at any time prior to the initial public offering
    of the Company, a percentage greater than fifty percent (50%)
    and (ii) at any time from and after the initial public
    offering of the Company, twenty percent (20%).



 



    2.5 “Award” means any grant or sale
    pursuant to the Plan of Options, Restricted Stock, Restricted
    Stock Units or Stock Grants.



 



    2.6 “Award Agreement” means an agreement
    between the Company and the recipient of an Award, setting forth
    the terms and conditions of the Award.



 



    2.7 “Beneficial Ownership” has the meaning
    ascribed to such term in
    Rule 13d-3,
    or any successor rule thereto, promulgated by the Securities and
    Exchange Commission pursuant to the Exchange Act.



 



    2.8 “Board” means the Company’s board
    of directors.



 



    2.9 “Change of Control” means (i) the
    closing of any Sale of the Company Transaction or (ii) the
    direct or indirect acquisition, in a single transaction or a
    series of related transactions, by any person or Group (other
    than the Company or a Controlled Affiliate of the Company) of
    Beneficial Ownership of previously outstanding shares of capital
    stock of the Company if (A) immediately after such
    acquisition, such person or Group, together with their
    respective Affiliates, shall own or hold shares of capital stock
    of the Company possessing at least the Applicable Voting Control
    Percentage of the total voting power of the outstanding




    

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    capital stock of the Company and (B) immediately prior to
    such acquisition, such person or Group, together with their
    respective Affiliates, did not own or hold shares of capital
    stock of the Company possessing at least the Applicable Voting
    Control Percentage of the total voting power of the outstanding
    capital stock of the Company. Notwithstanding anything expressed
    or implied in the foregoing provisions of this definition to the
    contrary, any direct or indirect acquisition referred to in
    clause (ii) above in this definition shall not be treated
    as a Change of Control if, at any time prior to or after such
    direct or indirect acquisition, a majority of the members of the
    board of directors of the Company as constituted immediately
    prior to such direct or indirect acquisition consent in writing
    to exclude such direct or indirect acquisition from the scope of
    this definition.



 



    2.10 “Code” means the Internal Revenue
    Code of 1986, as amended from time to time, or any successor
    statute thereto, and any regulations issued from time to time
    thereunder.



 



    2.11 “Controlled Affiliate” means, with
    respect to any person or entity, any other person or entity that
    is controlled by such person or entity.



 



    2.12 “Committee” means any committee of
    the Board delegated responsibility by the Board for the
    administration of the Plan, as provided in Section 5 of the
    Plan. For any period during which no such committee is in
    existence, the term “Committee” shall mean the
    Board and all authority and responsibility assigned the
    Committee under the Plan shall be exercised, if at all, by the
    Board.



 



    2.13 “Common Stock” means common stock,
    par value $0.01 per share, of the Company.



 



    2.14 “Company” means Amicus Therapeutics,
    Inc., a corporation organized under the laws of the State of
    Delaware.



 



    2.15 “Exchange Act” means the Securities
    Exchange Act of 1934, as amended.



 



    2.16 “Grant Date” means the date as of
    which an Option is granted, as determined under
    Section 7.1(a).



 



    2.17 “Group” has the meaning ascribed to
    such term in Section 13(d)(3) of the Exchange Act or any
    successor section thereto.



 



    2.18 “Incentive Option” means an Option
    which by its terms is to be treated as an “incentive stock
    option” within the meaning of Section 422 of the Code.



 



    2.19 “Market Value” means the value of a
    share of Common Stock on a particular date determined by such
    methods or procedures as may be established by the Committee.
    Unless otherwise determined by the Committee, the Market Value
    of Common Stock as of any date is the closing price for the
    Common Stock as reported on the NASDAQ Global market (or on any
    other national securities exchange on which the Common Stock is
    then listed) for that date or, if no closing price is reported
    for that date, the closing price on the next preceding date for
    which a closing price was reported. For purposes of Awards
    granted as of the effective date of the Company’s initial
    public offering, Market Value shall be the price at which the
    Company’s Common Stock is offered to the public in its
    initial public offering.



 



    2.20 “Nonstatutory Option” means any
    Option that is not an Incentive Option.



 



    2.21 “Option” means an option granted
    under the Plan to purchase shares of Common Stock.



 



    2.22 “Optionee” means an employee,
    consultant or director of the Company to whom an Option shall
    have been initially granted under the Plan.



 



    2.23 “Participant” means any holder of an
    outstanding Award under the Plan.



 



    2.24 “Plan” means this 2007 Amended and
    Restated Equity Incentive Plan of the Company, as amended and in
    effect from time to time.



 



    2.25 “Restricted Stock” means a grant or
    sale pursuant to the Plan of shares of Common Stock to a
    Participant subject to a Risk of Forfeiture.



 



    2.26 “Restricted Stock Units” means rights
    granted pursuant to the Plan to receive shares of Common Stock
    at the close of a Restriction Period, subject to a Risk of
    Forfeiture.




    

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    2.27 “Restriction Period” means the period
    of time, established by the Committee in connection with an
    Award of Restricted Stock or Restricted Stock Units, during
    which the shares of Restricted Stock or Restricted Stock Units
    are subject to a Risk of Forfeiture described in the applicable
    Award Agreement.



 



    2.28 “Risk of Forfeiture” means a
    limitation on the right of a Participant to retain an Award of
    Restricted Stock or Restricted Stock Units, including a right in
    the Company to reacquire such Restricted Stock at less than its
    then Market Value
    and/or the
    forfeiture of Restricted Stock Units held by a Participant,
    arising because of the occurrence or non-occurrence of specified
    events or conditions.



 



    2.29 “Sale of the Company Transaction”
    means any Transaction in which the stockholders of the Company
    immediately prior to such Transaction, together with any and all
    of such stockholders’ Affiliates, do not own or hold,
    immediately after consummation of such Transaction, shares of
    capital stock of the Acquiring Person in connection with such
    Transaction possessing at least a majority of the total voting
    power of the outstanding capital stock of such Acquiring Person.



 



    2.30 “Securities Act” means the Securities
    Act of 1933, as amended.



 



    2.31 “Stock Grant” means the grant
    pursuant to the Plan of shares of Common Stock not subject to
    restrictions or other forfeiture conditions.



 



    2.32 “Ten Percent Owner” means a
    person who owns, or is deemed within the meaning of
    Section 422(b)(6) of the Code to own, stock possessing more
    than 10% of the total combined voting power of all classes of
    stock of the Company (or any parent or subsidiary corporations
    of the Company, as defined in Section 424(e) and (f),
    respectively, of the Code). Whether a person is a Ten
    Percent Owner shall be determined with respect to each
    Option based on the facts existing immediately prior to the
    Grant Date of such Option.



 



    2.33 “Transaction” means any merger or
    consolidation of the Company with or into another person or
    entity or the sale or transfer of all or substantially all of
    the assets of the Company, in each case in a single transaction
    or in a series of related transactions.



 


		
	
    3.  
	
    Term of
    the Plan




 



    Unless the Plan shall have been earlier terminated by the Board,
    Awards may be granted under this Plan at any time in the period
    commencing on the effective date of approval of the Plan by the
    Board and ending immediately prior to the tenth anniversary of
    the earlier of the adoption of the Plan by the Board or approval
    of the Plan by the Company’s stockholders. Awards granted
    pursuant to the Plan within such period shall not expire solely
    by reason of the termination of the Plan. Awards of Incentive
    Options granted prior to stockholder approval of the Plan are
    hereby expressly conditioned upon such approval, but in the
    event of the failure of the stockholders to approve the Plan
    shall thereafter and for all purposes be deemed to constitute
    Nonstatutory Options.



 


		
	
    4.  
	
    Stock
    Subject to the Plan




 



    Subject to the provisions of Section 8 of the Plan, at no
    time shall the number of shares of Common Stock issued pursuant
    to or subject to outstanding Awards granted under the Plan
    (including, without limitation, pursuant to Incentive Options),
    nor the number of shares of Common Stock issued pursuant to
    Incentive Options, exceed the sum of (a) Two Million Nine
    Hundred Sixty Six Thousand Six Hundred Sixty Seven (2,966,667)
    shares of Common Stock. For purposes of applying the foregoing
    limitation, if any Option expires, terminates, or is cancelled
    for any reason without having been exercised in full, or if any
    Award of Restricted Stock is forfeited, the shares not purchased
    by the Participant or forfeited by the Participant shall again
    be available for Awards thereafter to be granted under the Plan.
    Shares of Common Stock issued pursuant to the Plan may be either
    authorized but unissued shares or shares held by the Company in
    its treasury.



 



    In addition, not more than 300,000 of the total number of shares
    of Common Stock reserved for issuance under the Plan (as
    adjusted under Section 8) may be granted or sold as
    Awards of Restricted Stock, Restricted Stock Units, Stock
    Grants, and any other similar Awards (“Full-Value
    Awards”) whose intrinsic value is not solely dependent on
    appreciation in the price of Shares after the date of grant.
    Options and any other similar Awards shall not be subject to,
    and shall not count against, the limit described in the
    preceding sentence. If a Full-Value Award expires, is




    

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    forfeited, or otherwise lapses as described in this
    Section 4, the shares of Common Stock that were subject to
    the Award shall be restored to the total number of shares of
    Common Stock available for grant or sale as Full-Value Awards.



 


		
	
    5.  
	
    Administration




 



    The Plan shall be administered by the Committee; provided,
    however, that at any time and on any one or more occasions
    the Board may itself exercise any of the powers and
    responsibilities assigned the Committee under the Plan and when
    so acting shall have the benefit of all of the provisions of the
    Plan pertaining to the Committee’s exercise of its
    authorities hereunder; and provided further that the
    Committee may delegate to an executive officer or officers the
    authority to grant Awards hereunder to employees who are not
    officers, and to consultants, in accordance with such guidelines
    as the Committee shall set forth at any time or from time to
    time. Subject to the provisions of the Plan, the Committee shall
    have complete authority, in its discretion, to make or to select
    the manner of making all determinations with respect to each
    Award to be granted by the Company under the Plan in addition to
    any other determination allowed the Committee under the Plan
    including, without limitation: (a) the employee, consultant
    or director to receive the Award; (b) the form of Award;
    (c) whether an Option (if granted to an employee) will be
    an Incentive Option or a Nonstatutory Option; (d) the time
    of granting an Award; (e) the number of shares subject to
    an Award; (f) the exercise price of an Option or purchase
    price, if any, for shares of Restricted Stock or for a Stock
    Grant and the method of payment of such exercise price or such
    purchase price; (g) the term of an Option; (h) the
    vesting period of shares of Restricted Stock or of Restricted
    Stock Units and any acceleration thereof; (i) the exercise
    date or dates of an Option and any acceleration thereof; and
    (j) the effect of termination of any employment, consulting
    or Board member relationship with the Company or any of its
    Affiliates on the subsequent exercisability of an Option or on
    the Risk of Forfeiture of Restricted Stock or Restricted Stock
    Units. In making such determinations, the Committee may take
    into account the nature of the services rendered by the
    respective employees, consultants and directors, their present
    and potential contributions to the success of the Company and
    its Affiliates, and such other factors as the Committee in its
    discretion shall deem relevant. Subject to the provisions of the
    Plan, the Committee shall also have complete authority to
    interpret the Plan, to prescribe, amend and rescind rules and
    regulations relating to it, to determine the terms and
    provisions of the respective Award Agreements (which need not be
    identical), and to make all other determinations necessary or
    advisable for the administration of the Plan. The
    Committee’s determinations made in good faith on matters
    referred to in this Plan shall be final, binding and conclusive
    on all persons having or claiming any interest under the Plan or
    an Award made pursuant hereto.



 


		
	
    6.  
	
    Authorization
    and Eligibility




 



    The Committee may grant from time to time and at any time prior
    to the termination of the Plan one or more Awards, either alone
    or in combination with any other Awards, to any employee of or
    consultant to one or more of the Company and its Affiliates or
    to any non-employee member of the Board or of any board of
    directors (or similar governing authority) of any Affiliate.
    However, only employees of the Company or of any parent or
    subsidiary corporations of the Company, as defined in
    Sections 424(e) and (f), respectively, of the Code, shall
    be eligible for the grant of an Incentive Option. Further, in no
    event shall the number of shares of Common Stock covered by
    Options or other Awards granted to any one person in any one
    calendar year (or portion of a year) ending after such date
    exceed fifty percent (50%) of the aggregate number of shares of
    Common Stock subject to the Plan.



 



    Each grant of an Award shall be subject to all applicable terms
    and conditions of the Plan (including but not limited to any
    specific terms and conditions applicable to that type of Award
    set out in the following Section), and such other terms and
    conditions, not inconsistent with the terms of the Plan, as the
    Committee may prescribe. No prospective Participant shall have
    any rights with respect to an Award, unless and until such
    Participant has executed an agreement evidencing the Award,
    delivered a fully executed copy thereof to the Company, and
    otherwise complied with the applicable terms and conditions of
    such Award.




    

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    7.  
	
    Specific
    Terms of Awards




 



    7.1 Options.



 



    (a) Date of Grant.  The granting of an
    Option shall take place at the time specified in the Award
    Agreement. Only if expressly so provided in the applicable Award
    Agreement shall the Grant Date be the date on which the Award
    Agreement shall have been duly executed and delivered by the
    Company and the Optionee.



 



    (b) Exercise Price.  The price at which
    shares of Common Stock may be acquired under each Incentive
    Option shall be not less than 100% of the Market Value of Common
    Stock on the Grant Date, or not less than 110% of the Market
    Value of Common Stock on the Grant Date if the Optionee is a Ten
    Percent Owner. The price at which shares may be acquired
    under each Nonstatutory Option shall not be so limited solely by
    reason of this Section.



 



    (c) Option Period.  No Incentive Option or
    Nonstatutory Option may be exercised on or after the tenth
    anniversary of the Grant Date, or on or after the fifth
    anniversary of the Grant Date if the Optionee is a Ten
    Percent Owner.



 



    (d) Exercisability.  An Option may be
    immediately exercisable or become exercisable in such
    installments, cumulative or non-cumulative, as the Committee may
    determine. In the case of an Option not otherwise immediately
    exercisable in full, the Committee may Accelerate such Option in
    whole or in part at any time; provided, however,
    that in the case of an Incentive Option, any such
    Acceleration of such Incentive Option would not cause such
    Incentive Option to fail to comply with the provisions of
    Section 422 of the Code or the Optionee consents to such
    Acceleration.



 



    (e) Effect of Termination of Employment, Consulting or
    Board Member Relationship.  Unless the Committee
    shall provide otherwise with respect to any Option, if the
    applicable Optionee’s association with the Company or any
    of its Affiliates as an employee, director or consultant ends
    for any reason or no reason, regardless of whether the end of
    such association is effected by the Company, any such Affiliate
    or such Optionee (whether voluntarily or involuntarily,
    including because an entity with which such Optionee has any
    such association ceases to be an Affiliate of the Company), and
    immediately following the end of any such association, such
    Optionee is not associated with the Company or any of its
    Affiliates as an employee, director or consultant, or if such
    Optionee dies, then any outstanding Option initially granted to
    such Optionee, whether then held by such Optionee or any other
    Participant, shall cease to be exercisable in any respect not
    later than ninety (90) days following the end of such
    association or such death and, for the period it remains
    exercisable following the end of such association or such death,
    shall be exercisable only to the extent exercisable on the date
    of the end of such association or such death. Military or sick
    leave or other bona fide leave shall not be deemed a termination
    of employment, provided that it does not exceed the longer of
    ninety (90) days or the period during which the absent
    Optionee’s reemployment rights, if any, are guaranteed by
    statute or by contract.



 



    (f) Transferability.  Except as otherwise
    provided in this subsection (f), Options shall not be
    transferable, and no Option or interest therein may be sold,
    transferred, pledged, assigned, or otherwise alienated or
    hypothecated, other than by will or by the laws of descent and
    distribution (subject always to the provisions of
    subsection (e) above). Except as otherwise provided in this
    subsection (f), all of a Participant’s rights in any Option
    may be exercised during the life of such Participant only by
    such Participant or such Participant’s legal
    representative. However, the applicable Award Agreement or the
    Committee (at or after the grant of a Nonstatutory Option) may
    provide that a Nonstatutory Option may be transferred by the
    applicable Participant to a family member; provided, however,
    that any such transfer is without payment of any consideration
    whatsoever and that no transfer of a Nonstatutory Option shall
    be valid unless first approved by the Committee, acting in its
    sole discretion, unless such transfer is permitted under the
    applicable Award Agreement. For this purpose, “family
    member” means any child, stepchild, grandchild, parent,
    stepparent, spouse, former spouse, sibling, niece, nephew,
    mother-in-law,
    father-in-law,
    son-in-law,
    daughter-in-law,
    brother-in-law,
    or
    sister-in-law,
    including adoptive relationships, any person sharing the
    applicable Participant’s household (other than a tenant or
    employee), a trust in which the foregoing persons
    and/or the
    applicable Participant have more than fifty percent (50%) of the
    beneficial interests, a foundation in which the foregoing
    persons
    and/or the
    applicable Participant control the management of assets, and any
    other entity in which these persons
    and/or the
    applicable Participant own more than fifty percent (50%) of the
    voting interests. The Committee may at any time or from time to
    time delegate to one or more officers of the




    

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    Company the authority to permit transfers of Nonstatutory
    Options to third parties pursuant to this subsection (f), which
    authorization shall be exercised by such officer or officers in
    accordance with guidelines established by the Committee at any
    time and from time to time. The restrictions on transferability
    set forth in this subsection (f) shall in no way preclude
    any Participant from effecting “cashless” exercises of
    an Option pursuant to the terms of the Plan.



 



    (g) Method of Exercise.  An Option may be
    exercised by a Participant giving written notice, in the manner
    provided in Section 15, specifying the number of shares of
    Common Stock with respect to which the Option is then being
    exercised. The notice shall be accompanied by payment in the
    form of cash or check payable to the order of the Company in an
    amount equal to the exercise price of the shares of Common Stock
    to be purchased or, subject in each instance to the
    Committee’s approval, acting in its sole discretion and
    subject to such conditions, if any, as the Committee may deem
    necessary to comply with applicable laws, rules and regulations
    or to avoid adverse accounting effects to the Company, by
    delivery to the Company of (i) shares of Common Stock
    having a Market Value equal to the exercise price of the shares
    to be purchased, or (ii) the Participant’s executed
    promissory note in the principal amount equal to the exercise
    price of the shares to be purchased and otherwise in such form
    as the Committee shall have approved. If the Common Stock is
    traded on an established market, payment of any exercise price
    may also be made through and under the terms and conditions of
    any formal cashless exercise program authorized by the Company
    entailing the sale of the Common Stock subject to any Option in
    a brokered transaction (other than to the Company). Receipt by
    the Company of such notice and payment in any authorized or
    combination of authorized means shall constitute the exercise of
    the Option. Within thirty (30) days thereafter but subject
    to the remaining provisions of the Plan, the Company shall
    deliver or cause to be delivered to the Participant or his agent
    a certificate or certificates for the number of shares then
    being purchased. Such shares shall be fully paid and
    nonassessable. Notwithstanding any of the foregoing provisions
    in this subsection (g) to the contrary, (A) no Option
    shall be considered to have been exercised unless and until all
    of the provisions governing such exercise specified in the Plan
    and in the relevant Award Agreement shall have been duly
    complied with; and (B) the obligation of the Company to
    issue any shares upon exercise of an Option is subject to the
    provisions of Section 9.1 hereof and to compliance by the
    Optionee and the Participant with all of the provisions of the
    Plan and the relevant Award Agreement.



 



    (h) Limit on Incentive Option
    Characterization.  An Incentive Option shall be
    considered to be an Incentive Option only to the extent that the
    number of shares of Common Stock for which the Option first
    becomes exercisable in a calendar year does not have an
    aggregate Market Value (as of the date of the grant of the
    Option) in excess of the “current limit”. The current
    limit for any Optionee for any calendar year shall be $100,000
    minus the aggregate Market Value at the date of grant of
    the number of shares of Common Stock available for purchase for
    the first time in the same year under each other Incentive
    Option previously granted to the Optionee under the Plan, and
    under each other incentive stock option previously granted to
    the Optionee under any other incentive stock option plan of the
    Company and its Affiliates, after December 31, 1986. Any
    shares of Common Stock which would cause the foregoing limit to
    be violated shall be deemed to have been granted under a
    separate Nonstatutory Option, otherwise identical in its terms
    to those of the Incentive Option.



 



    (i) Notification of Disposition.  Each
    person exercising any Incentive Option granted under the Plan
    shall be deemed to have covenanted with the Company to report to
    the Company any disposition of such shares prior to the
    expiration of the holding periods specified by
    Section 422(a)(1) of the Code and, if and to the extent
    that the realization of income in such a disposition imposes
    upon the Company federal, state, local or other withholding tax
    requirements, or any such withholding is required to secure for
    the Company an otherwise available tax deduction, to remit to
    the Company an amount in cash sufficient to satisfy those
    requirements.



 



    (j) Rights Pending Exercise.  No person
    holding an Option shall be deemed for any purpose to be a
    stockholder of the Company with respect to any of the shares of
    Common Stock issuable pursuant to such Option, except to the
    extent that such Option shall have been exercised with respect
    thereto and, in addition, a certificate shall have been issued
    therefor and delivered to such person or his agent.



 



    7.2 Restricted Stock.



 



    (a) Purchase Price.  Shares of Restricted
    Stock shall be issued under the Plan for such consideration, in
    cash, other property or services, or any combination thereof, as
    is determined by the Committee.




    

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    (b) Issuance of Certificates.  Subject to
    subsection (c) below, each Participant receiving an Award
    of Restricted Stock shall be issued a stock certificate in
    respect of such shares of Restricted Stock. Such certificate
    shall be registered in the name of such Participant, and, if
    applicable, shall bear an appropriate legend referring to the
    terms, conditions, and restrictions applicable to such Award
    substantially in the following form:



 



    The transferability of this certificate and the shares
    represented by this certificate are subject to the terms and
    conditions of the Amicus Therapeutics, Inc. Amended and Restated
    2007 Equity Incentive Plan and an Award Agreement entered into
    by the registered owner and Amicus Therapeutics, Inc. Copies of
    such Plan and Agreement are on file in the offices of Amicus
    Therapeutics, Inc.



 



    (c) Escrow of Shares.  The Committee may
    require that the stock certificates evidencing shares of
    Restricted Stock be held in custody by a designated escrow agent
    (which may but need not be the Company) until the restrictions
    thereon shall have lapsed, and that the Participant deliver a
    stock power, endorsed in blank, relating to the Common Stock
    covered by such Award.



 



    (d) Restrictions and Restriction
    Period.  During the Restriction Period applicable
    to shares of Restricted Stock, such shares shall be subject to
    limitations on transferability and a Risk of Forfeiture arising
    on the basis of such conditions related to the performance of
    services, Company or Affiliate performance or otherwise as the
    Committee may determine and provide for in the applicable Award
    Agreement. Any such Risk of Forfeiture may be waived or
    terminated, or the Restriction Period shortened, at any time by
    the Committee on such basis as it deems appropriate.



 



    (e) Rights Pending Lapse of Risk of Forfeiture or
    Forfeiture of Award.  Except as otherwise provided
    in the Plan or the applicable Award Agreement, at all times
    prior to lapse of any Risk of Forfeiture applicable to, or
    forfeiture of, an Award of Restricted Stock, the Participant
    shall have all of the rights of a stockholder of the Company,
    including the right to vote the shares of Restricted Stock.



 



    (f) Effect of Termination of Employment, Consulting or
    Board Member Relationship.  Unless otherwise
    determined by the Committee at or after grant and subject to the
    applicable provisions of the Award Agreement, if the applicable
    original grantee’s association with the Company or any of
    its Affiliates as an employee, director or consultant ends for
    any reason or no reason during the Restriction Period,
    regardless of whether the end of such association is effected by
    the Company, any such Affiliate or such original grantee
    (whether voluntarily or involuntarily, including because an
    entity with which such original grantee has any such association
    ceases to be an Affiliate of the Company), and immediately
    following the end of any such association, such original grantee
    is not associated with the Company or any of its Affiliates as
    an employee, director or consultant, or if such original grantee
    dies, then all outstanding shares of Restricted Stock initially
    granted to such original grantee that are still subject to Risk
    of Forfeiture, whether then held by such original grantee or any
    other Participant, shall be forfeited or otherwise subject to
    return to or repurchase by the Company if and to the extent so
    provided by, and subject to and in accordance with, the terms of
    the applicable Award Agreement; provided, however, that military
    or sick leave or other bona fide leave shall not be deemed a
    termination of employment, if it does not exceed the longer of
    ninety (90) days or the period during which the absent
    original grantee’s reemployment rights, if any, are
    guaranteed by statute or by contract.



 



    (g) Lapse of Restrictions.  If and when
    the Restriction Period expires without a prior forfeiture of the
    Restricted Stock, the certificates for such shares shall be
    delivered to the Participant promptly if not theretofore so
    delivered.



 



    (h) Transferability.  Except as otherwise
    provided in this subsection (h), shares of Restricted Stock
    shall not be transferable, and no share of Restricted Stock or
    interest therein may be sold, transferred, pledged, assigned, or
    otherwise alienated or hypothecated, other than by will or by
    the laws of descent and distribution (subject always to the
    provisions of subsection (f) above). The applicable Award
    Agreement or the Committee (at or after the grant of a share of
    Restricted Stock) may provide that such share of Restricted
    Stock may be transferred by the applicable Participant to a
    family member; provided, however, that any such transfer is
    without payment of any consideration whatsoever and that no
    transfer of a share of Restricted Stock shall be valid unless
    first approved by the Committee, acting in its sole discretion,
    unless such transfer is permitted under the applicable Award
    Agreement. For this purpose, “family member” means any
    child, stepchild, grandchild, parent, stepparent, spouse, former
    spouse,




    

    7








 






    sibling, niece, nephew,
    mother-in-law,
    father-in-law,
    son-in-law,
    daughter-in-law,
    brother-in-law,
    or
    sister-in-law,
    including adoptive relationships, any person sharing the
    applicable Participant’s household (other than a tenant or
    employee), a trust in which the foregoing persons
    and/or the
    applicable Participant have more than fifty percent (50%) of the
    beneficial interests, a foundation in which the foregoing
    persons
    and/or the
    applicable Participant control the management of assets, and any
    other entity in which these persons
    and/or the
    applicable Participant own more than fifty percent (50%) of the
    voting interests. The Committee may at any time or from time to
    time delegate to one or more officers of the Company the
    authority to permit transfers of shares of Restricted Stock to
    third parties pursuant to this subsection (h), which
    authorization shall be exercised by such officer or officers in
    accordance with guidelines established by the Committee at any
    time and from time to time.



 



    7.3.  Restricted Stock Units.



 



    (a) Character.  Each Restricted Stock Unit
    shall entitle the recipient to a share of Common Stock at a
    close of such Restriction Period as the Committee may establish
    and subject to a Risk of Forfeiture arising on the basis of such
    conditions relating to the performance of services, Company or
    Affiliate performance or otherwise as the Committee may
    determine and provide for in the applicable Award Agreement. Any
    such Risk of Forfeiture may be waived or terminated, or the
    Restriction Period shortened, at any time by the Committee on
    such basis as it deems appropriate.



 



    (b) Issuance of Certificates.  Unless
    otherwise determined by the Committee at or after grant and
    subject to the applicable provisions of the Award Agreement, at
    the close of the Restriction Period applicable to any Restricted
    Stock Units (including, without limitation, the close of the
    applicable Restriction Period as a result of (i) any
    Acceleration of Restricted Stock Units in accordance with the
    terms of this Plan or any applicable Award Agreement,
    (ii) any waiver, lapse or termination of the Risk of
    Forfeiture applicable to Restricted Stock Units in accordance
    with the terms of this Plan or any applicable Award Agreement or
    (iii) any shortening of the Restriction Period applicable
    to any Restricted Stock Units in accordance with the terms of
    this Plan or any applicable Award Agreement), the Company shall
    deliver or cause to be delivered to the Participant that is the
    holder of such Restricted Stock Units a stock certificate in
    respect of the shares of Common Stock subject to such Restricted
    Stock Units. Such certificate shall be registered in the name of
    such Participant, and, if applicable, shall bear an appropriate
    legend referring to the terms, conditions, and restrictions
    applicable to such shares of Common Stock substantially in the
    following form:



 



    The transferability of this certificate and the shares
    represented by this certificate are subject to the terms and
    conditions of the Amicus Therapeutics, Inc. Amended and Restated
    2007 Equity Incentive Plan and an Award Agreement entered into
    by the registered owner and Amicus Therapeutics, Inc. Copies of
    such Plan and Agreement are on file in the offices of Amicus
    Therapeutics, Inc.



 



    (c) Dividends.  At the discretion of the
    Committee, Participants may be entitled to receive payments
    equivalent to any dividends declared with respect to Common
    Stock referenced in grants of Restricted Stock Units but only
    following the close of the applicable Restriction Period and
    then only if the underlying Common Stock shall have been earned.
    Unless the Committee shall provide otherwise, any such dividend
    equivalents shall be paid, if at all, without interest or other
    earnings.



 



    (d) Effect of Termination of Employment, Consulting or
    Board Member Relationship.  Unless otherwise
    determined by the Committee at or after grant and subject to the
    applicable provisions of the Award Agreement, if the applicable
    original grantee’s association with the Company or any of
    its Affiliates as an employee, director or consultant ends for
    any reason or no reason during the Restriction Period,
    regardless of whether the end of such association is effected by
    the Company, any such Affiliate or such original grantee
    (whether voluntarily or involuntarily, including because an
    entity with which such original grantee has any such association
    ceases to be an Affiliate of the Company), and immediately
    following the end of any such association, such original grantee
    is not associated with the Company or any of its Affiliates as
    an employee, director or consultant, or if such original grantee
    dies, then all outstanding Restricted Stock Units initially
    granted to such original grantee that are still subject to Risk
    of Forfeiture, whether then held by such original grantee or any
    other Participant, shall be forfeited or otherwise subject to
    return to the Company in accordance with the terms of the
    applicable Award Agreement; provided, however, that military or
    sick leave or other bona fide leave shall not be deemed a
    termination of




    

    8








 






    employment, if it does not exceed the longer of ninety
    (90) days or the period during which the absent original
    grantee’s reemployment rights, if any, are guaranteed by
    statute or by contract.



 



    (e) Transferability.  Except as otherwise
    provided in this subsection (e), Restricted Stock Units shall
    not be transferable, and no Restricted Stock Unit or interest
    therein may be sold, transferred, pledged, assigned, or
    otherwise alienated or hypothecated. The applicable Award
    Agreement or the Committee (at or after the grant of a
    Restricted Stock Unit) may provide that such Restricted Stock
    Unit may be transferred by the applicable Participant to a
    family member; provided, however, that any such transfer is
    without payment of any consideration whatsoever and that no
    transfer of a Restricted Stock Unit shall be valid unless first
    approved by the Committee, acting in its sole discretion, unless
    such transfer is permitted under the applicable Award Agreement.
    For this purpose, “family member” means any child,
    stepchild, grandchild, parent, stepparent, spouse, former
    spouse, sibling, niece, nephew,
    mother-in-law,
    father-in-law,
    son-in-law,
    daughter-in-law,
    brother-in-law,
    or
    sister-in-law,
    including adoptive relationships, any person sharing the
    applicable Participant’s household (other than a tenant or
    employee), a trust in which the foregoing persons
    and/or the
    applicable Participant have more than fifty percent (50%) of the
    beneficial interests, a foundation in which the foregoing
    persons
    and/or the
    applicable Participant control the management of assets, and any
    other entity in which these persons
    and/or the
    applicable Participant own more than fifty percent (50%) of the
    voting interests. The Committee may at any time or from time to
    time delegate to one or more officers of the Company the
    authority to permit transfers of Restricted Stock Units to third
    parties pursuant to this subsection (e), which authorization
    shall be exercised by such officer or officers in accordance
    with guidelines established by the Committee at any time and
    from time to time.



 



    (f) Rights Pending Close of Applicable Restriction
    Period.  No person holding Restricted Stock Units
    shall be deemed for any purpose to be a stockholder of the
    Company with respect to any of the shares of Common Stock
    subject to such Restricted Stock Units, except to the extent
    that the Restricted Period with respect to such Restricted Stock
    Units shall have closed and, in addition, a certificate shall
    have been issued for such shares of Common Stock and delivered
    to such person or his agent. Shares of Common Stock subject to
    Restricted Stock Units shall be issued and outstanding only if
    and to the extent that a stock certificate representing such
    shares has been issued and delivered in accordance with the
    provisions of this Section 7.3.



 



    7.4.  Stock Grants.



 



    (a) In General.  Stock Grants shall be
    issued for such consideration, in cash, other property or
    services, or any combination thereof, as is determined by the
    Committee. Without limiting the generality of the foregoing,
    Stock Grants may be awarded in such circumstances as the
    Committee deems appropriate, including without limitation in
    recognition of significant contributions to the success of the
    Company or its Affiliates or in lieu of compensation otherwise
    already due. Stock Grants shall be made without forfeiture
    conditions of any kind.



 



    (b) Issuance of Certificates.  Each
    Participant receiving a Stock Grant shall be issued a stock
    certificate in respect of such Stock Grant. Such certificate
    shall be registered in the name of such Participant, and, if
    applicable, shall bear an appropriate legend referring to the
    terms, conditions, and restrictions applicable to such Award
    substantially in the following form:



 



    The transferability of this certificate and the shares
    represented by this certificate are subject to the terms and
    conditions of the Amicus Therapeutics, Inc. 2007 Equity
    Incentive Plan. A copy of such Plan is on file in the offices of
    Amicus Therapeutics, Inc.



 



    7.5. Awards to Participants Outside the United
    States.  The Committee may modify the terms of any
    Award under the Plan granted to a Participant who is, at the
    time of grant or during the term of the Award, resident or
    primarily employed outside of the United States in any manner
    deemed by the Committee to be necessary or appropriate in order
    that such Award shall conform to laws, regulations, and customs
    of the country in which the Participant is then resident or
    primarily employed, or so that the value and other benefits of
    the Award to the Participant, as affected by foreign tax laws
    and other restrictions applicable as a result of the
    Participant’s residence or employment abroad, shall be
    comparable to the value of such an Award to a Participant who is
    resident or primarily employed in the United States. An Award
    may be modified under this Section 7.4 in a manner that is
    inconsistent with the express terms of the Plan, so long as such
    modifications will not contravene any applicable law or
    regulation. The Committee may establish supplements to, or
    amendments, restatements, or alternative versions of




    

    9








 






    the Plan for the purpose of granting and administrating any such
    modified Award. No such modification, supplement, amendment,
    restatement or alternative version may increase the share limit
    of Section 4.



 


		
	
    8.  
	
    Adjustment
    Provisions




 



    8.1 Adjustment for Corporate Actions.  All
    of the share numbers set forth in the Plan reflect the capital
    structure of the Company immediately after the closing of the
    initial public offering of the Company’s Common Stock.
    Subject to the provisions of Section 8.2, if subsequent to
    such closing the outstanding shares of Common Stock (or any
    other securities covered by the Plan by reason of the prior
    application of this Section) are increased, decreased, or
    exchanged for a different number or kind of shares or other
    securities, or if additional shares or new or different shares
    or other securities are distributed with respect to such shares
    of Common Stock or other securities, through merger,
    consolidation, sale of all or substantially all the property of
    the Company, reorganization, recapitalization, reclassification,
    stock dividend, stock split, reverse stock split, or other
    distribution with respect to such shares of Common Stock, or
    other securities, an appropriate and proportionate adjustment
    will be made in (i) the maximum numbers and kinds of shares
    provided in Section 4, (ii) the numbers and kinds of
    shares or other securities subject to the then outstanding
    Awards, (iii) the exercise price for each share or other
    unit of any other securities subject to then outstanding Options
    (without change in the aggregate purchase price as to which such
    Options remain exercisable), and (iv) the repurchase price
    of each share of Restricted Stock then subject to a Risk of
    Forfeiture in the form of a Company repurchase right.



 



    8.2. Change of Control.  Subject to the
    applicable provisions of the Award Agreement, in the event of a
    Change of Control, the Committee shall have the discretion,
    exercisable in advance of, at the time of, or (except to the
    extent otherwise provided below) at any time after, the Change
    of Control, to provide for any or all of the following (subject
    to and upon such terms as the Committee may deem appropriate):
    (A) the Acceleration, in whole or in part, of any or all
    outstanding Options (including Options that are assumed or
    replaced pursuant to clause (D) below) that are not
    exercisable in full at the time the Change of Control, such
    Acceleration to become effective at the time of the Change of
    Control, or at such time following the Change of Control that
    the employment, consulting or Board member relationship of the
    applicable Optionee or Optionees with the Company and its
    Affiliates terminates, or at such other time or times as the
    Committee shall determine; (B) the lapse or termination of
    the Risk of Forfeiture (including, without limitation, any or
    all of the Company’s repurchase rights) with respect to
    outstanding Awards of Restricted Stock, such lapse or
    termination to become effective at the time of the Change of
    Control, or at such time following the Change of Control that
    the employment, consulting or Board member relationship with the
    Company and its Affiliates of the Participant or Participants
    that hold such Awards of Restricted Stock (or the person to whom
    such Awards of Restricted Stock were initially granted)
    terminates, or at such other time or times as the Committee
    shall determine; (C) the lapse or termination of the Risk
    of Forfeiture with respect to any or all outstanding Awards of
    Restricted Stock Units (including Restricted Stock Units that
    are assumed or replaced pursuant to clause (D) below), such
    lapse or termination to become effective at the time of the
    Change of Control, or at such time following the Change of
    Control that the employment, consulting or Board member
    relationship with the Company and its Affiliates of the
    Participant or Participants that hold such Awards of Restricted
    Stock Units (or the person to whom such Awards of Restricted
    Stock Units were initially granted) terminates, or at such other
    time or times as the Committee shall determine; (D) the
    assumption of outstanding Options or Restricted Stock Units, or
    the substitution of outstanding Options or Restricted Stock
    Units with equivalent options or equivalent restricted stock
    units, as the case may be, by the acquiring or succeeding
    corporation or entity (or an affiliate thereof); (E) the
    termination of all Options (other than Options that are assumed
    or substituted pursuant to clause (D) above) that remain
    outstanding at the time of the consummation of the Change of
    Control, provided that, the Committee shall have made the
    determination to effect such termination prior to the
    consummation of the Change of Control and the Committee shall
    have given, or caused to be given, to all Participants written
    notice of such potential termination at least five business days
    prior to the consummation of the Change of Control, and
    provided, further, that, if the Committee shall have determined
    in its sole and absolute discretion that the Corporation make
    payment or provide consideration to the holders of such
    terminated Options on account of such termination, which payment
    or consideration shall be on such terms and conditions as the
    Committee shall have determined (and which could consist of, in
    the Committee’s sole and absolute discretion, payment to
    the applicable Optionee or Optionees of an amount of cash equal
    to the difference between the Market Value of the shares of
    Common Stock for which the Option is then exercisable and the
    aggregate exercise price for such shares under the Option), then
    the Corporation shall be




    

    10








 






    required to make, or cause to be made, such payment or provide,
    or cause to be provided, such consideration in accordance with
    the terms and conditions so determined by the Committee,
    otherwise the Corporation shall not be required to make any
    payment or provide any consideration in connection with, or as a
    result of, the termination of Options pursuant to the foregoing
    provisions of this clause (E); or (F) the termination of
    all Restricted Stock Units (other than Restricted Stock Units
    that are assumed or substituted pursuant to clause (D)
    above) that remain outstanding at the time of the consummation
    of the Change of Control, provided that, if the Committee shall
    have determined in its sole and absolute discretion that the
    Corporation make payment or provide consideration to the holders
    of such terminated Restricted Stock Units on account of such
    termination, which payment or consideration shall be on such
    terms and conditions as the Committee shall have determined (and
    which could consist of, in the Committee’s sole and
    absolute discretion, payment to the applicable Participant or
    Participants of an amount of cash equal to the Market Value of
    the shares of Common Stock subject to the terminated Restricted
    Stock Units), then the Corporation shall be required to make
    such payment or provide such consideration in accordance with
    the terms and conditions so determined by the Committee,
    otherwise the Corporation shall not be required to make any
    payment or provide any consideration in connection with, or as a
    result of, the termination of Restricted Stock Units pursuant to
    the foregoing provisions of this clause (F). The provisions of
    this Section 8.2 shall not be construed as to limit or
    restrict in any way the Committee’s general authority under
    Sections 7.1(d) or 7.2(d) hereof to Accelerate Options in
    whole or in part at any time or to waive or terminate at any
    time any Risk of Forfeiture applicable to shares of Restricted
    Stock or Restricted Stock Units. Each outstanding Option or
    Restricted Stock Unit that is assumed in connection with a
    Change of Control, or is otherwise to continue in effect
    subsequent to a Change of Control, will be appropriately
    adjusted, immediately after the Change of Control, as to the
    number and class of securities and the price at which it may be
    exercised in accordance with Section 8.1.



 



    8.3. Dissolution or Liquidation.  Upon
    dissolution or liquidation of the Company, each outstanding
    Option shall terminate, but the Optionee (if at the time he or
    she has an employment, consulting or Board member relationship
    with the Company or any of its Affiliates) shall have the right,
    immediately prior to such dissolution or liquidation, to
    exercise the Option to the extent exercisable on the date of
    such dissolution or liquidation.



 



    8.4. Related Matters.  Any adjustment in
    Awards made pursuant to this Section 8 shall be determined
    and made, if at all, by the Committee and shall include any
    correlative modification of terms, including of Option exercise
    prices, rates of vesting or exercisability, Risks of Forfeiture
    and applicable repurchase prices for Restricted Stock, which the
    Committee may deem necessary or appropriate so as to ensure that
    the rights of the Participants in their respective Awards are
    not substantially diminished nor enlarged as a result of the
    adjustment and corporate action other than as expressly
    contemplated in this Section 8. No fraction of a share
    shall be purchasable or deliverable upon exercise, but in the
    event any adjustment hereunder of the number of shares covered
    by an Award shall cause such number to include a fraction of a
    share, such number of shares shall be adjusted to the nearest
    smaller whole number of shares. No adjustment of an Option
    exercise price per share pursuant to this Section 8 shall
    result in an exercise price which is less than the par value of
    the Common Stock.



 


		
	
    9.  
	
    Settlement
    of Awards




 



    9.1 Violation of Law.  Notwithstanding any
    other provision of the Plan or the relevant Award Agreement, if,
    at any time, in the reasonable opinion of the Company, the
    issuance of shares of Common Stock covered by an Award may
    constitute a violation of law, then the Company may delay such
    issuance and the delivery of a certificate for such shares until
    (i) approval shall have been obtained from such
    governmental agencies, other than the Securities and Exchange
    Commission, as may be required under any applicable law, rule,
    or regulation and (ii) in the case where such issuance
    would constitute a violation of a law administered by or a
    regulation of the Securities and Exchange Commission, one of the
    following conditions shall have been satisfied:



 



    (a) the shares are at the time of the issue of such shares
    effectively registered under the Securities Act; or



 



    (b) the Company shall have determined, on such basis as it
    deems appropriate (including an opinion of counsel in form and
    substance satisfactory to the Company) that the sale, transfer,
    assignment, pledge, encumbrance or other disposition of such
    shares or such beneficial interest, as the case may be, does not
    require registration under the Securities Act or any applicable
    state securities laws.




    

    11








 






    9.2 Corporate Restrictions on Rights in
    Stock.  Any Common Stock to be issued pursuant to
    Awards granted under the Plan shall be subject to all
    restrictions upon the transfer thereof which may be now or
    hereafter imposed by the Certificate of Incorporation and the
    By-laws of the Company, each as amended and in effect from time
    to time. Whenever Common Stock is to be issued pursuant to an
    Award, if the Committee so directs at the time of grant (or, if
    such Award is an Option, at any time prior to the exercise
    thereof), the Company shall be under no obligation,
    notwithstanding any other provision of the Plan or the relevant
    Award Agreement to the contrary, to issue such shares until such
    time, if ever, as the recipient of the Award (and any person who
    exercises any Option, in whole or in part), shall have become a
    party to and bound by any agreement that the Committee shall
    require in its sole discretion. In addition, any Common Stock to
    be issued pursuant to Awards granted under the Plan shall be
    subject to all stop-transfer orders and other restrictions as
    the Committee may deem advisable under the rules, regulations
    and other requirements of any stock exchange upon which the
    Common Stock is then listed, and any applicable federal or state
    securities laws, and the Committee may cause a legend or legends
    to be put on any such certificates to make appropriate reference
    to such restrictions.



 



    9.3 Investment Representations.  The
    Company shall be under no obligation to issue any shares covered
    by an Award unless the shares to be issued pursuant to Awards
    granted under the Plan have been effectively registered under
    the Securities Act or the Participant shall have made such
    written representations to the Company (upon which the Company
    believes it may reasonably rely) as the Company may deem
    necessary or appropriate for purposes of confirming that the
    issuance of such shares will be exempt from the registration
    requirements of that Act and any applicable state securities
    laws and otherwise in compliance with all applicable laws, rules
    and regulations, including but not limited to that the
    Participant is acquiring shares for his or her own account for
    the purpose of investment and not with a view to, or for sale in
    connection with, the distribution of any such shares.



 



    9.4 Registration.  If the Company shall
    deem it necessary or desirable to register under the Securities
    Act or other applicable statutes any shares of Common Stock
    issued or to be issued pursuant to Awards granted under the
    Plan, or to qualify any such shares of Common Stock for
    exemption from the Securities Act or other applicable statutes,
    then the Company shall take such action at its own expense. The
    Company may require from each recipient of an Award, or each
    holder of shares of Common Stock acquired pursuant to the Plan,
    such information in writing for use in any registration
    statement, prospectus, preliminary prospectus or offering
    circular as is reasonably necessary for such purpose and may
    require reasonable indemnity to the Company and its officers and
    directors from such holder against all losses, claims, damage
    and liabilities arising from such use of the information so
    furnished and caused by any untrue statement of any material
    fact therein or caused by the omission to state a material fact
    required to be stated therein or necessary to make the
    statements therein not misleading in the light of the
    circumstances under which they were made.



 



    9.5 Lock-Up.  Without
    the prior written consent of the Company or the managing
    underwriter in any public offering of shares of Common Stock, no
    Participant shall sell, make any short sale of, loan, grant any
    option for the purchase of, pledge or otherwise encumber, or
    otherwise dispose of, any shares of Common Stock during the one
    hundred-eighty (180) day period commencing on the effective
    date of the registration statement relating to any underwritten
    public offering of securities of the Company. The foregoing
    restrictions are intended and shall be construed so as to
    preclude any Participant from engaging in any hedging or other
    transaction that is designed to or reasonably could be expected
    to lead to or result in, a sale or disposition of any shares of
    Common Stock during such period even if such shares of Common
    Stock are or would be disposed of by someone other than such
    Participant. Such prohibited hedging or other transactions would
    include, without limitation, any short sale (whether or not
    against the box) or any purchase, sale or grant of any right
    (including without limitation any put or call option) with
    respect to any shares of Common Stock or with respect to any
    security that includes, relates to, or derives any significant
    part of its value from any shares of Common Stock. Without
    limiting the generality of the foregoing provisions of this
    Section 9.5, if, in connection with any underwritten public
    offering of securities of the Company, the managing underwriter
    of such offering requires that the Company’s directors and
    officers enter into a
    lock-up
    agreement containing provisions that are more restrictive than
    the provisions set forth in the preceding sentence, then
    (a) each Participant (regardless of whether or not such
    Participant has complied or complies with the provisions of
    clause (b) below) shall be bound by, and shall be deemed to
    have agreed to, the same
    lock-up
    terms as those to which the Company’s directors and
    officers are required to adhere; and (b) at the request of
    the Company or such




    

    12








 






    managing underwriter, each Participant shall execute and deliver
    a lock-up
    agreement in form and substance equivalent to that which is
    required to be executed by the Company’s directors and
    officers.



 



    9.6 Placement of Legends; Stop Orders;
    Etc.  Each share of Common Stock to be issued
    pursuant to Awards granted under the Plan may bear a reference
    to the investment representations made in accordance with
    Section 9.3 in addition to any other applicable
    restrictions under the Plan, the terms of the Award and, if
    applicable, under any agreement between the Company and any
    Optionee
    and/or
    Participant, and to the fact that no registration statement has
    been filed with the Securities and Exchange Commission in
    respect to such shares of Common Stock. All certificates for
    shares of Common Stock or other securities delivered under the
    Plan shall be subject to such stock transfer orders and other
    restrictions as the Committee may deem advisable under the
    rules, regulations, and other requirements of any stock exchange
    upon which the Common Stock is then listed, and any applicable
    federal or state securities law, and the Committee may cause a
    legend or legends to be placed on any such certificates to make
    appropriate reference to such restrictions.



 



    9.7 Tax Withholding.  Whenever shares of
    Common Stock are issued or to be issued pursuant to Awards
    granted under the Plan, the Company shall have the right to
    require the recipient to remit to the Company an amount
    sufficient to satisfy federal, state, local or other withholding
    tax requirements if, when, and to the extent required by law
    (whether so required to secure for the Company an otherwise
    available tax deduction or otherwise) prior to the delivery of
    any certificate or certificates for such shares. The obligations
    of the Company under the Plan shall be conditional on
    satisfaction of all such withholding obligations and the Company
    shall, to the extent permitted by law, have the right to deduct
    any such taxes from any payment of any kind otherwise due to the
    recipient of an Award. However, in such cases Participants may
    elect, subject to the approval of the Committee, acting in its
    sole discretion, to satisfy an applicable withholding
    requirements, in whole or in part, by having the Company
    withhold shares to satisfy their tax obligations. Participants
    may only elect to have shares of their Common Stock withheld
    having a Market Value on the date the tax is to be determined
    equal to the minimum statutory total tax which could be imposed
    on the transaction. All elections shall be irrevocable, made in
    writing, signed by the Participant, and shall be subject to any
    restrictions or limitation that the Committee deems appropriate.



 


		
	
    10.  
	
    Reservation
    of Stock




 



    The Company shall at all times during the term of the Plan and
    any outstanding Options granted hereunder reserve or otherwise
    keep available such number of shares of Common Stock as will be
    sufficient to satisfy the requirements of the Plan (if then in
    effect) and such Options and shall pay all fees and expenses
    necessarily incurred by the Company in connection therewith.



 


		
	
    11.  
	
    No
    Special Service Rights




 



    Nothing contained in the Plan or in any Award Agreement shall
    confer upon any recipient of an Award any right with respect to
    the continuation of his or her employment, consulting or Board
    member relationship or other association with the Company (or
    any Affiliate), or interfere in any way with the right of the
    Company (or any Affiliate), subject to the terms of any separate
    employment, consulting or Board member agreement or provision of
    law or corporate articles or by-laws to the contrary, at any
    time to terminate such employment, consulting or Board member
    agreement or to increase or decrease, or otherwise adjust, the
    other terms and conditions of the recipient’s employment,
    consulting or Board member relationship or other association
    with the Company and its Affiliates.



 


		
	
    12.  
	
    Nonexclusivity
    of the Plan




 



    Neither the adoption of the Plan by the Board nor the submission
    of the Plan to the stockholders of the Company shall be
    construed as creating any limitations on the power of the Board
    to adopt such other incentive arrangements as it may deem
    desirable, including without limitation, the granting of stock
    options, restricted stock and restricted stock units other than
    under the Plan, and such arrangements may be either applicable
    generally or only in specific cases.




    

    13








 





		
	
    13.  
	
    Termination
    and Amendment of the Plan




 



    The Board may at any time terminate the Plan or make such
    amendments or modifications of the Plan as it shall deem
    advisable. In the event of the termination of the Plan, the
    terms of the Plan shall survive any such termination with
    respect to any Award that is outstanding on the date of such
    termination, unless the holder of such Award agrees in writing
    to terminate such Award or to terminate all or any of the
    provisions of the Plan that apply to such Award. Unless the
    Board otherwise expressly provides, any amendment or
    modification of the Plan shall affect the terms of any Award
    outstanding on the date of such amendment or modification as
    well as the terms of any Award made from and after the date of
    such amendment or modification; provided, however, that,
    except to the extent otherwise provided in the last sentence of
    this paragraph, (i) no amendment or modification of the
    Plan shall apply to any Award that is outstanding on the date of
    such amendment or modification if such amendment or modification
    would reduce the number of shares subject to such Award,
    increase the purchase price applicable to shares subject to such
    Award or materially adversely affect the provisions applicable
    to such Award that relate to the vesting or exercisability of
    such Award or of the shares subject to such Award, (ii) no
    amendment or modification of the Plan shall apply to any
    Incentive Option that is outstanding on the date of such
    amendment or modification if such amendment or modification
    would result in such Incentive Option no longer being treated as
    an “incentive stock option” within the meaning of
    Section 422 of the Code and (iii) no amendment or
    modification of the Plan shall apply to any Award that is
    outstanding on the date of such amendment or modification unless
    such amendment or modification of the Plan shall also apply to
    all other Awards outstanding on the date of such amendment or
    modification. In the event of any amendment or modification of
    the Plan that is described in clause (i), (ii) or
    (iii) of the foregoing proviso, such amendment or
    modification of the Plan shall apply to any Award outstanding on
    the date of such amendment or modification only if the recipient
    of such Award consents in writing thereto.



 



    The Committee may amend or modify, prospectively or
    retroactively, the terms of any outstanding Award without
    amending or modifying the terms of the Plan itself, provided
    that as amended or modified such Award is consistent with
    the terms of the Plan as in effect at the time of the amendment
    or modification of such Award, but no such amendment or
    modification of such Award shall, without the written consent of
    the recipient of such Award, reduce the number of shares subject
    to such Award, increase the purchase price applicable to shares
    subject to such Award, adversely affect the provisions
    applicable to such Award that relate to the vesting or
    exercisability of such Award or of the shares subject to such
    Award, or otherwise materially adversely affect the terms of
    such Award (except for amendments or modifications to the terms
    of such Award or of the stock subject to such Award that are
    expressly permitted by the terms of the Plan or that result from
    any amendment or modification of the Plan in accordance with the
    provisions of the first paragraph of this Section 13), or,
    if such Award is an Incentive Option, result in such Incentive
    Option no longer being treated as an “incentive stock
    option” within the meaning of Section 422 of the Code.
    Notwithstanding any of the foregoing provisions of this
    paragraph to the contrary, the Committee is expressly authorized
    to amend any or all outstanding Options to effect a repricing
    thereof by lowering the purchase price applicable to the shares
    of Common Stock subject to such Option or Options without the
    approval of the stockholders of the Company or the holder or
    holders of such Option or Options, and, in connection with such
    repricing, to amend or modify any of the other terms of the
    Option or Options so repriced, including, without limitation,
    for purposes of reducing the number of shares subject to such
    Option or Options or for purposes of adversely affecting the
    provisions applicable to such Option or Options that relate to
    the vesting or exercisability thereof, in each case without the
    approval of stockholders of the Company or the holder or holders
    of such Option or Options.



 



    In addition, notwithstanding anything express or implied in any
    of the foregoing provisions of this Section 13 to the
    contrary, the Committee may amend or modify, prospectively or
    retroactively, the terms of any outstanding Award to the extent
    the Committee reasonably determines necessary or appropriate to
    conform such Award to the requirements of Section 409A of
    the Code (concerning non-qualified deferred compensation), if
    applicable.



 


		
	
    14.  
	
    Interpretation
    of the Plan




 



    In the event of any conflict between the provisions of this Plan
    and the provisions of any applicable Award Agreement, the
    provisions of this Plan shall control, except if and to the
    extent that the conflicting provision in such Award Agreement
    was authorized and approved by the Committee at the time of the
    grant of the Award evidenced by such Award Agreement or is
    ratified by the Committee at any time subsequent to the grant of
    such Award, in




    

    14








 






    which case the conflicting provision in such Award Agreement
    shall control. Without limiting the generality of the foregoing
    provisions of this Section 14, insofar as possible the
    provisions of the Plan and such Award Agreement shall be
    construed so as to give full force and effect to all such
    provisions. In the event of any conflict between the provisions
    of this Plan and the provisions of any other agreement between
    the Company and the Optionee
    and/or
    Participant, the provisions of such agreement shall control
    except as required to fulfill the intention that this Plan
    constitute an incentive stock option plan within the meaning of
    Section 422 of the Code, but insofar as possible the
    provisions of the Plan and any such agreement shall be construed
    so as to give full force and effect to all such provisions.



 


		
	
    15.  
	
    Notices
    and Other Communications




 



    Any notice, demand, request or other communication hereunder to
    any party shall be deemed to be sufficient if contained in a
    written instrument delivered in person or duly sent by first
    class registered, certified or overnight mail, postage prepaid,
    or telecopied with a confirmation copy by regular, certified or
    overnight mail, addressed or telecopied, as the case may be,
    (i) if to the recipient of an Award, at his or her
    residence address last filed with the Company and (ii) if
    to the Company, at its principal place of business, addressed to
    the attention of its Chief Executive Officer, or to such other
    address or telecopier number, as the case may be, as the
    addressee may have designated by notice to the addressor. All
    such notices, requests, demands and other communications shall
    be deemed to have been received: (i) in the case of
    personal delivery, on the date of such delivery; (ii) in
    the case of mailing, when received by the addressee; and
    (iii) in the case of facsimile transmission, when confirmed
    by facsimile machine report.



 


		
	
    16.  
	
    Governing
    Law




 



    The Plan and all Award Agreements and actions taken thereunder
    shall be governed, interpreted and enforced in accordance with
    the laws of the State of New Jersey, without regard to the
    conflict of laws principles thereof.




    

    15