**Exhibit 10.1****CATAPULT COMMUNICATIONS CORPORATION****1998 STOCK PLAN**(As Amended and Restated November 1, 2005, and further amended January 24, 2006 and February 5, 2008)     1. Purposes of the Plan. The purposes of this Plan are: **•** to attract and retain the best available personnel for positions ofsubstantial responsibility,  **•** to provide additional incentive to Employees, Directors and Consultants, and  **•** to promote the success of the Company’s business.          The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, StockAppreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, PerformanceShares and other stock awards as determined by the Administrator.     2. Definitions. As used herein, the following definitions shall apply:          (a) “Administrator” means the Board or any of its Committees as shall be administeringthe Plan, in accordance with Section 4 of the Plan.          (b) “Applicable Laws” means the requirements relating to the administration ofequity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, theCode, any stock exchange or quotation system on which the Common Stock is listed or quoted and theapplicable laws of any foreign country or jurisdiction where Awards are, or will be, granted underthe Plan.          (c) “Award” means, individually or collectively, a grant under the Plan of Options,Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, PerformanceShares and other stock awards as the Administrator may determine.          (d) “Award Agreement” means the written or electronic agreement setting forth theterms and provisions applicable to each Award granted under the Plan, including an OptionAgreement. The Award Agreement is subject to the terms and conditions of the Plan.          (e) “Board” means the Board of Directors of the Company.          (f) “Cash Position” means as to any Performance Period, the Company’s level of cashand cash equivalents, including, without limitation, amounts classified for financial reportingpurposes as short-term investments and restricted investments.
 

 
          (g) “Change in Control” means the occurrence of any of the following events:               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), otherthan (A) a trustee or other fiduciary holding securities under an employee benefit plan of theCompany acting in such capacity, (B) a corporation owned directly or indirectly by the shareholdersof the Company in substantially the same proportions as their ownership of stock of the Company or(C) Richard A. or Nancy H. Karp, becomes the “beneficial owner” (as defined in Rule 13d-3 of theExchange Act), directly or indirectly, of securities of the Company representing fifty percent(50%) or more of the total voting power represented by the Company’s then outstanding votingsecurities; or               (ii) The consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets; or               (iii) The consummation of a merger or consolidation of the Company with any other corporation,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.          (h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to asection of the Code herein shall be a reference to any successor or amended section of the Code.          (i) “Committee” means a committee of Directors or of other individuals satisfyingApplicable Laws appointed by the Board in accordance with Section 4 of the Plan.          (j) “Common Stock” means the common stock of the Company.          (k) “Company” means Catapult Communications Corporation, a Nevada corporation.          (l) “Consultant” means any person, including an advisor, engaged by the Company or aParent or Subsidiary to render services to such entity.          (m) “Determination Date” means the latest possible date that shall not jeopardize thequalification of an Award granted under the Plan as “performance-based compensation” under Section162(m) of the Code.          (n) “Director” means a member of the Board.          (o) “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code.          (p) “Earnings Per Share” means as to any Performance Period, the Company’s or abusiness unit’s Net Income, divided by a weighted average number of Shares outstanding and dilutiveequivalent Shares deemed outstanding, determined in accordance with U.S. GAAP;
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provided, however, that if Net Income as to any such Performance Period is a negative amount,then Earnings Per Share means the Company’s or business unit’s Net Income, divided by a weightedaverage number of Shares outstanding, determined in accordance with the U.S. GAAP.          (q) “Employee” means any person, including Officers and Directors, employed by theCompany or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be anEmployee in the case of (i) any leave of absence approved by the Company or (ii) transfers betweenlocations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Forpurposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemploymentupon expiration of such leave is guaranteed by statute or contract. If reemployment uponexpiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day ofsuch leave any Incentive Stock Option held by the Participant shall cease to be treated as anIncentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient toconstitute “employment” by the Company.          (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (s) “Excluded Items” includes, without limitation: (i) incentive compensation, (ii)in-process research and development expenses, (iii) acquisition costs, (iv) compensation expensefrom equity compensation, (v) operating expenses from acquired businesses, (vi) amortization ofacquired intangible assets, and (vii) such other unusual or one-time items as may be identified bythe Administrator.          (t) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:               (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market ofThe Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on such exchange or system for the lastmarket trading day prior to the time of determination, as reported in *The Wall Street Journal*orsuch other source as the Administrator deems reliable;               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean betweenthe high bid and low asked prices for the Common Stock on the last market trading day prior to theday of determination, as reported in *The Wall Street Journal*or such other source as theAdministrator deems reliable; or               (iii) In the absence of an established market for the Common Stock, the Fair Market Valueshall be determined in good faith by the Administrator.          (u) “Fiscal Year” means the fiscal year of the Company.          (v) “Incentive Stock Option” means an Option that by its terms does qualify and isintended to qualify as an incentive stock option within the meaning of Section 422 of the Code andthe regulations promulgated thereunder.
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          (w) “Net Income” means as to any Performance Period, the Company’s or a businessunit’s income after taxes determined in accordance with U.S. GAAP, adjusted for any Excluded Itemsapproved for exclusion by the Administrator.          (x) “Nonstatutory Stock Option” means an Option that by its terms does not qualify oris not intended to qualify as an Incentive Stock Option.          (y) “Notice of Grant” means a written or electronic notice evidencing certain termsand conditions of an individual Award. The Notice of Grant is part of the Award Agreement.          (z) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.          (aa) “Operating Cash Flow” means as to any Performance Period, the Company’s or abusiness unit’s cash flow generated from operating activities, as reported in the Company’s cashflow statements and calculated in accordance with U.S. GAAP, adjusted for any Excluded Itemsapproved for exclusion by the Administrator.          (bb) “Operating Income” means as to any Performance Period, the Company’s or abusiness unit’s income from operations determined in accordance with U.S. GAAP, adjusted for anyExcluded Items approved for exclusion by the Administrator.          (cc) “Option” means a stock option granted pursuant to the Plan.          (dd) “Option Agreement” means an agreement between the Company and a Participantevidencing the terms and conditions of an individual Option grant. The Option Agreement is subjectto the terms and conditions of the Plan.          (ee) “Optioned Stock” means the Common Stock subject to an Award.          (ff) “Optionee” means the holder of an outstanding Option or Stock Purchase Rightgranted under the Plan.          (gg) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (hh) “Participant” means the holder of an outstanding Award, including an Optionee.          (ii) “Performance Goals” means the goal(s) (or combined goal(s)) determined by theAdministrator (in its discretion) to be applicable to a Participant with respect to an Awardgranted under the Plan. As determined by the Administrator, the Performance Goals applicable to anAward may provide for a targeted level or levels of achievement using one or more of the followingmeasures: (i) Cash Position, (ii) Earnings Per Share, (iii) Net Income, (iv) Operating Cash Flow,(v) Operating Income, (vi) Return on Assets, (vii) Return on Equity, (viii) Return on Sales, (ix)Revenue, and (x) Total Shareholder Return. The Performance Goals may differ from Participant toParticipant and from Award to Award. Prior to the Determination Date, the Administrator shalldetermine whether any significant element(s) shall be included in or excluded from the calculationof any Performance Goal with respect to any Participant.
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          (jj) “Performance Period” means any Fiscal Year of the Company or such other period asdetermined by the Administrator in its sole discretion.          (kk) “Performance Share” means an Award denominated in Shares which may be earned inwhole or in part upon attainment of Performance Goals or other vesting criteria as theAdministrator may determine pursuant to Section 10.          (ll) “Performance Unit” means a bookkeeping entry representing an amount equal to theFair Market Value of one Share that may be earned in whole or in part upon attainment ofPerformance Goals or other vesting criteria as the Administrator may determine and which may besettled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10.          (mm) “Period of Restriction” means the period during which the transfer of Shares ofRestricted Stock are subject to restrictions and therefore, the Shares are subject to a substantialrisk of forfeiture. Such restrictions may be based on the passage of time, the achievement oftarget levels of performance, or the occurrence of other events as determined by the Administrator.          (nn) “Plan” means this 1998 Stock Plan.          (oo) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award underSection 8 of the Plan, or issued pursuant to the early exercise of an Option.          (pp) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal tothe Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unitrepresents an unfunded and unsecured obligation of the Company.          (qq) “Return on Assets” means as to any Performance Period, the percentage equal tothe Company’s or a business unit’s Operating Income divided by average net Company or business unitas applicable, assets, determined in accordance with U.S. GAAP.          (rr) “Return on Equity” means as to any Performance Period, the percentage equal tothe Company’s Net Income divided by average shareholder’s equity, determined in accordance withU.S. GAAP.          (ss) “Return on Sales” means as to any Performance Period, the percentage equal to theCompany’s or a business unit’s Operating Income divided by the Company’s or the business unit’s, asapplicable, Revenue.          (tt) “Revenue” means as to any Performance Period, the Company’s or business unit’snet sales, determined in accordance with U.S. GAAP.          (uu) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.          (vv) “Section 16(b)” means Section 16(b) of the Exchange Act.          (ww) “Service Provider” means an Employee, Director or Consultant.
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          (xx) “Share” means a share of the Common Stock, as adjusted in accordance withSection 13 of the Plan.          (yy) “Stock Appreciation Right” means an Award, granted alone or in connection with anOption, that pursuant to Section 7 is designated as a Stock Appreciation Right.          (zz) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,as defined in Section 424(f) of the Code.          (aaa) “Total Shareholder Return” means as to any Performance Period, the total return(change in share price plus reinvestment of any dividends) of a Share.          (bbb) “U.S. GAAP” means generally accepted accounting principles in the United States.     3. Stock Subject to the Plan.          (a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,the maximum aggregate number of Shares that may be awarded and sold under the Plan is 4,800,000Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.          (b) Full Value Awards. Any Shares subject to Options or Stock Appreciation Rightsshall be counted against the numerical limits of this Section 3 as one Share for every Sharesubject thereto. Any Shares subject to Awards of Restricted Stock, Restricted Stock Units,Performance Shares, or Performance Units with a per share or unit purchase price lower than 100% ofFair Market Value on the date of grant shall be counted against the numerical limits of thisSection 3 as two Shares for every one Share subject thereto. To the extent that a Share that wassubject to an Award that counted as two Shares against the Plan reserve pursuant to the precedingsentence is recycled back into the Plan under the next paragraph of this Section 3, the Plan shallbe credited with two Shares.          (c) Lapsed Awards. If an Award expires or becomes unexercisable without having beenexercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Sharesor Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or forAwards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) whichwere subject thereto shall become available for future grant or sale under the Plan (unless thePlan has terminated). With respect to Stock Appreciation Rights, Shares actually issued pursuantto a Stock Appreciation Right as well as the Shares that represent payment of the exercise priceshall cease to be available under the Plan. Shares that have actually been issued under the Planunder any Award shall not be returned to the Plan and shall not become available for futuredistribution under the Plan; provided, however, that if unvested Shares of Restricted Stock,Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company orare forfeited to the Company, such Shares shall become available for future grant under the Plan.Shares used to pay the tax and exercise price of an Award shall become available for future grantor sale under the Plan. To the extent an Award under the Plan is paid out in cash rather thanShares, such cash payment shall not result in reducing the number of Shares available for issuanceunder the Plan. Notwithstanding the foregoing, and subject to adjustment provided in Section 13,the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall
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equal the aggregate Share number stated in Section 3, plus, to the extent allowable underSection 422 of the Code, any Shares that become available for issuance under the Plan under thisSection 3.     4. Administration of the Plan.          (a) Procedure.               (i) Multiple Administrative Bodies. The Plan may be administered by differentCommittees with respect to different groups of Service Providers.               (ii) Section 162(m). To the extent that the Administrator determines it to bedesirable to qualify Awards granted hereunder as “performance-based compensation” within themeaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more“outside directors” within the meaning of Section 162(m) of the Code.               (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy therequirements for exemption under Rule 16b-3.               (iv) Other Administration. Other than as provided above, the Plan shall beadministered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfyApplicable Laws.          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator shall have the authority, in its discretion:               (i) to determine the Fair Market Value;               (ii) to select the Service Providers to whom Awards may be granted hereunder;               (iii) to determine the number of shares of Common Stock to be covered by each Award grantedhereunder;               (iv) to approve forms of agreement for use under the Plan;               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of anyAward granted hereunder. Such terms and conditions include, but are not limited to, the exerciseprice, the time or times when Awards may be exercised (which may be based on performance criteria),any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitationregarding any Award or the shares of Common Stock relating thereto, based in each case on suchfactors as the Administrator, in its sole discretion, shall determine;               (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
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               (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, includingrules and regulations relating to sub-plans established for the purpose of satisfying applicableforeign laws;               (viii) to modify or amend each Award (subject to Section 17(c) of the Plan), including thediscretionary authority to extend the post-termination exercisability period of Options longer thanis otherwise provided for in the Plan; provided, however, that no modification or amendment mayreduce the exercise price of an Award after it has been granted (except for adjustments madepursuant to Section 13), unless approved by the Company’s shareholders;               (ix) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Award previously granted by the Administrator;               (x) to grant in addition to the incentives described in Sections 6, 7, 8, 9 and 10 below,other incentives payable in cash or Shares under the Plan as determined by the Administrator to bein the best interests of the Company and subject to any terms and conditions the Administratordeems advisable; and               (xi) to make all other determinations deemed necessary or advisable for administering thePlan.          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand interpretations shall be final and binding on all Participants and any other holders of Awards.     5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,Stock Appreciation Rights, Performance Units, Performance Shares and such stock awards as theAdministrator determines may be granted to Service Providers. Incentive Stock Options may begranted only to Employees.     6. Options.          (a) Limitations.               (i) Each Option shall be designated in the Award Agreement as either an Incentive Stock Optionor a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that theaggregate Fair Market Value of the Shares with respect to which Incentive Stock Options areexercisable for the first time by the Participant during any calendar year (under all plans of theCompany and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated asNonstatutory Stock Options. For purposes of this Section 6(a)(i), Incentive Stock Options shall betaken into account in the order in which they were granted. The Fair Market Value of the Sharesshall be determined as of the time the Option with respect to such Shares is granted.               (ii) The following limitations shall apply to grants of Options:                    (1) No Service Provider shall be granted, in any Fiscal Year of the Company, Options topurchase more than 225,000 Shares.
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                    (2) In connection with his or her initial service, a Service Provider may be granted Optionsto purchase up to an additional 225,000 Shares which shall not count against the limit set forth insubsection (1) above.                    (3) The foregoing limitations shall be adjusted proportionately in connection with any changein the Company’s capitalization as described in Section 13.                    (4) If an Option is cancelled in the same Fiscal Year of the Company in which it was granted(other than in connection with a transaction described in Section 13), the cancelled Option shallbe counted against the limits set forth in subsections (1) and (2) above. For this purpose, if theexercise price of an Option is reduced, the transaction shall be treated as a cancellation of theOption and the grant of a new Option.          (b) Term of Option. The term of each Option shall be stated in the Award Agreement.In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grantor such shorter term as may be provided in the Award Agreement. Moreover, in the case of anIncentive Stock Option granted to a Participant who, at the time the Incentive Stock Option isgranted, owns stock representing more than ten percent (10%) of the total combined voting power ofall classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive StockOption shall be five (5) years from the date of grant or such shorter term as may be provided inthe Award Agreement.          (c) Option Exercise Price and Consideration.               (i) Exercise Price. The per share exercise price for the Shares to be issued pursuantto exercise of an Option shall be determined by the Administrator, subject to the following:                    (1) In the case of an Incentive Stock Option                         (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stockrepresenting more than ten percent (10%) of the voting power of all classes of stock of the Companyor any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the FairMarket Value per Share on the date of grant.                         (B) granted to any Employee other than an Employee described in paragraph (A) immediatelyabove, the per Share exercise price shall be no less than 100% of the Fair Market Value per Shareon the date of grant.                    (2) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no lessthan 100% of the Fair Market Value per Share on the date of grant.                    (3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price ofless than 100% of the Fair Market Value per Share on the date of grant pursuant to a transactiondescribed in Section 424(a) of the Code and the regulations promulgated thereunder.               (ii) Waiting Period and Exercise Dates. At the time an Option is granted, theAdministrator shall fix the period within which the Option may be exercised and shall determine anyconditions that must be satisfied before the Option may be exercised.
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               (iii) Form of Consideration. The Administrator shall determine the acceptable form ofconsideration for exercising an Option, including the method of payment. In the case of anIncentive Stock Option, the Administrator shall determine the acceptable form of consideration atthe time of grant. Such consideration may consist entirely of:                    (1) cash;                    (2) check;                    (3) other Shares which, in the case of Shares acquired directly or indirectly from theCompany, (A) have been owned by the Participant and have not been subject to a substantial risk offorfeiture for more than six (6) months on the date of surrender, and (B) have a Fair Market Valueon the date of surrender equal to the aggregate exercise price of the Shares as to which saidOption shall be exercised;                    (4) consideration received by the Company under a cashless exercise program implemented by theCompany in connection with the Plan;                    (5) a reduction in the amount of any Company liability to the Participant, including anyliability attributable to the Participant’s participation in any Company-sponsored deferredcompensation program or arrangement;                    (6) any combination of the foregoing methods of payment; or                    (7) such other consideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws.          (d) Exercise of Option.               (i) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereundershall be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Award Agreement. Unless the Administratorprovides otherwise, vesting of Options granted to Officers and Directors hereunder shall be tolledduring any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.          An Option shall be deemed exercised when the Company receives: (i) written or electronicnotice of exercise (in accordance with the Award Agreement) from the person entitled to exercisethe Option, and (ii) full payment for the Shares with respect to which the Option is exercisedtogether with any applicable withholding taxes. Full payment may consist of any consideration andmethod of payment authorized by the Administrator and permitted by the Award Agreement and thePlan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or,if requested by the Participant, in the name of the Participant and his or her spouse. Until theShares are issued (as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receive dividends or any otherrights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding theexercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly afterthe Option is exercised. No adjustment shall be made for a dividend or other right for which therecord date is prior to the date the Shares are issued, except as provided in Section 13 of thePlan.
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          Exercising an Option in any manner shall decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Shares as to whichthe Option is exercised.               (ii) Termination of Relationship as a Service Provider. If a Participant ceases to bea Service Provider, other than upon the Participant’s death or Disability, the Participant mayexercise his or her Option within such period of time as is specified in the Award Agreement to theextent that the Option is vested on the date of termination (but in no event later than theexpiration of the term of such Option as set forth in the Award Agreement). In the absence of aspecified time in the Award Agreement, the Option shall remain exercisable for thirty (30) daysfollowing the Participant’s termination. If, on the date of termination, the Participant is notvested as to his or her entire Option, the Shares covered by the unvested portion of the Optionshall revert to the Plan. If, after termination, the Participant does not exercise his or herOption within the time specified by the Administrator, the Option shall terminate, and the Sharescovered by such Option shall revert to the Plan.               (iii) Disability of Participant. If a Participant ceases to be a Service Provider asa result of the Participant’s Disability, the Participant may exercise his or her Option withinsuch period of time as is specified in the Award Agreement to the extent the Option is vested onthe date of termination (but in no event later than the expiration of the term of such Option asset forth in the Award Agreement). In the absence of a specified time in the Award Agreement, theOption shall remain exercisable for twelve (12) months following the Participant’s termination.If, on the date of termination, the Participant is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall revert to the Plan. If, aftertermination, the Participant does not exercise his or her Option within the time specified herein,the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.               (iv) Death of Participant. If a Participant dies while a Service Provider, the Optionmay be exercised within such period of time as is specified in the Award Agreement (but in no eventlater than the expiration of the term of such Option as set forth in the Notice of Grant), by theParticipant’s estate or by a person who acquires the right to exercise the Option by bequest orinheritance, but only to the extent that the Option is vested on the date of death. In the absenceof a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12)months following the Participant’s termination. If, at the time of death, the Participant is notvested as to his or her entire Option, the Shares covered by the unvested portion of the Optionshall immediately revert to the Plan. The Option may be exercised by the executor or administratorof the Participant’s estate or, if none, by the person(s) entitled to exercise the Option under theParticipant’s will or in accordance with the laws of descent and distribution. If the Option isnot so exercised within the time specified herein, the Option shall terminate, and the Sharescovered by such Option shall revert to the Plan.               (v) Buyout Provisions. The Administrator may at any time, in connection with a Changein Control, offer to buy out for a payment in cash or Shares an Award previously granted based onsuch terms and conditions as the Administrator shall establish and communicate to the Participantat the time that such offer is made.
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     7. Stock Appreciation Rights.          (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of thePlan, a Stock Appreciation Right may be granted to Service Providers at any time and from time totime as shall be determined by the Administrator, in its sole discretion.          (b) Number of Shares. The Administrator shall have complete discretion to determinethe number of Stock Appreciation Rights granted to any Participant, provided that during any FiscalYear, no Participant shall be granted Stock Appreciation Rights covering more than 225,000 Shares.Notwithstanding the foregoing limitation, in connection with a Participant’s initial service as anEmployee, an Employee may be granted Stock Appreciation Rights covering up to an additional 225,000Shares.          (c) Exercise Price and Other Terms. The Administrator, subject to the provisions ofthe Plan, shall have complete discretion to determine the terms and conditions of StockAppreciation Rights granted under the Plan. In the case of a freestanding Stock AppreciationRight, the exercise price shall be not less than 100% of the Fair Market Value of a Share on thedate of grant. The exercise price of a tandem or affiliated Stock Appreciation Rights shall equalthe exercise price of the related Option.          (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant shall beevidenced by an Award Agreement that shall specify the exercise price, the term of the StockAppreciation Right, the conditions of exercise, and such other terms and conditions as theAdministrator, in its sole discretion, shall determine.          (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted underthe Plan shall expire upon the date determined by the Administrator, in its sole discretion, andset forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6 also shallapply to Stock Appreciation Rights.          (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock AppreciationRight, a Participant shall be entitled to receive payment from the Company in an amount determinedby multiplying:               (i) The difference between the Fair Market Value of a Share on the date of exercise over theexercise price; times               (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.          At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise maybe in cash, in Shares of equivalent value, or in some combination thereof.     8. Restricted Stock.          (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, theAdministrator, at any time and from time to time, may grant Awards of Restricted Stock to ServiceProviders in such amounts as the Administrator, in its sole discretion, shall determine.
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          (b) Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced byan Award Agreement that shall specify the Period of Restriction, the number of Shares granted, andsuch other terms and conditions as the Administrator, in its sole discretion, shall determine.Notwithstanding the foregoing, during any Fiscal Year no Participant shall receive more than anaggregate of 75,000 Shares of Restricted Stock; provided, however, that in connection with aParticipant’s initial service as an Employee, an Employee may be granted an aggregate of up to anadditional 75,000 Shares of Restricted Stock. Unless the Administrator determines otherwise,Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions onsuch Shares have lapsed.          (c) Transferability. Except as provided in this Section 8, Shares of Restricted Stockmay not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until theend of the applicable Period of Restriction.          (d) Other Restrictions. The Administrator, in its sole discretion, may impose suchother restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.          (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Sharesof Restricted Stock covered by each Restricted Stock grant made under the Plan shall be releasedfrom escrow as soon as practicable after the last day of the Period of Restriction. Therestrictions shall lapse at a rate determined by the Administrator. After the grant of RestrictedStock, the Administrator, in its sole discretion, may reduce or waive any restrictions for suchRestricted Stock.          (f) Voting Rights. During the Period of Restriction, Service Providers holding Sharesof Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares,unless the Administrator determines otherwise.          (g) Dividends and Other Distributions. During the Period of Restriction, ServiceProviders holding Shares of Restricted Stock shall be entitled to receive all dividends and otherdistributions paid with respect to such Shares unless the Administrator determines otherwise. Ifany such dividends or distributions are paid in Shares, the Shares shall be subject to the samerestrictions on transferability and forfeitability as the Shares of Restricted Stock with respectto which they were paid.          (h) Return of Restricted Stock to Company. On the date set forth in the AwardAgreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Companyand again shall become available for grant under the Plan.          (i) Section 162(m) Performance Restrictions. For purposes of qualifying grants ofRestricted Stock as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may set restrictions based upon the achievement of PerformanceGoals. The Performance Goals shall be set by the Administrator on or before the DeterminationDate. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code,the Administrator shall follow any procedures determined by it from time to time to be necessary orappropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., indetermining the Performance Goals).
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     9. Restricted Stock Units.          (a) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan,the Administrator, at any time and from time to time, may grant Awards of Restricted Stock Units toService Providers in such amounts as the Administrator, in its sole discretion, shall determine.          (b) Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall beevidenced by an Award Agreement that shall specify the number of Restricted Stock Units granted andsuch other terms and conditions as the Administrator, in its sole discretion, shall determine.Notwithstanding the foregoing, during any Fiscal Year no Participant shall receive more than anaggregate of 75,000 Restricted Stock Units; provided, however, that in connection with aParticipant’s initial service as an Employee, an Employee may be granted an aggregate of up to anadditional 75,000 Restricted Stock Units.          (c) Other Restrictions. The Administrator, in its sole discretion, may impose suchother restrictions on Restricted Stock Units as it may deem advisable or appropriate.          (d) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria inits discretion, which, depending on the extent to which the criteria are met, shall determine thenumber of Restricted Stock Units that shall be paid out to the Participant. The Administrator mayset vesting criteria based upon the achievement of Company-wide, business unit, or individual goals(including, but not limited to, continued employment), or any other basis determined by theAdministrator in its discretion.          (e) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, theParticipant shall be entitled to receive a payout as specified in the Award Agreement.Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, theAdministrator, in its sole discretion, may reduce or waive any vesting criteria that must be met toreceive a payout.          (f) Form and Timing of Payment. Payment of earned Restricted Stock Units shall bemade as soon as practicable after the date(s) set forth in the Award Agreement. The Administrator,in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combinationthereof. Shares represented by Restricted Stock Units that are fully paid in cash again shall beavailable for grant under the Plan.          (g) Cancellation. On the date set forth in the Award Agreement, all unearnedRestricted Stock Units shall be forfeited to the Company.          (h) Section 162(m) Performance Restrictions. For purposes of qualifying grants ofRestricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may set restrictions based upon the achievement of PerformanceGoals. The Performance Goals shall be set by the Administrator on or before the DeterminationDate. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of theCode, the Administrator shall follow any procedures determined by it from time to time to benecessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code(e.g. in determining the Performance Goals).
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     10. Performance Units and Performance Shares.          (a) Grant of Performance Units/Shares. Performance Units and Performance Shares maybe granted to Service Providers at any time and from time to time, as shall be determined by theAdministrator, in its sole discretion. The Administrator shall have complete discretion indetermining the number of Performance Units/Shares granted to each Participant provided that duringany Fiscal Year no Participant shall receive more than 75,000 Performance Units or PerformanceShares. Notwithstanding the foregoing limitation, in connection with a Participant’s initialservice as an Employee, an Employee may be granted up to an additional 75,000 Performance Units orPerformance Shares.          (b) Value of Performance Units/Shares. Each Performance Unit shall have an initialvalue that is established by the Administrator on or before the date of grant. Each PerformanceShare shall have an initial value equal to the Fair Market Value of a Share on the date of grant.          (c) Performance Objectives and Other Terms. The Administrator shall set performanceobjectives or other vesting provisions. The Administrator may set vesting criteria based upon theachievement of Company-wide, business unit, or individual goals (including, but not limited to,continued employment), or any other basis determined by the Administrator in its discretion.          (d) Section 162(m) Performance Objectives. For purposes of qualifying grants ofPerformance Units/Shares as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may determine that the performance objectives applicable toPerformance Units/Shares shall be based on the achievement of Performance Goals. The Administratorshall set the Performance Goals on or before the Determination Date. In granting PerformanceUnits/Shares which are intended to qualify under Section 162(m) of the Code, the Administratorshall follow any procedures determined by it from time to time to be necessary or appropriate toensure qualification of the Performance Units/Shares under Section 162(m) of the Code (e.g., indetermining the Performance Goals).          (e) Earning of Performance Units/Shares. After the applicable Performance Period hasended, the holder of Performance Unit/Shares shall be entitled to receive a payout of the number ofPerformance Units/Shares earned by the Participant over the Performance Period, to be determined asa function of the extent to which the corresponding performance objectives or other vestingprovisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, inits sole discretion, may reduce or waive any performance objectives or other vesting provisions forsuch Performance Unit/Share.          (f) Form and Timing of Payment of Performance Units/Shares. Payment of earnedPerformance Units/Shares shall be made as soon as practicable after the expiration of theapplicable Performance Period. The Administrator, in its sole discretion, may pay earnedPerformance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Valueequal to the value of the earned Performance Units/Shares at the close of the applicablePerformance Period) or in a combination thereof.
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          (g) Cancellation of Performance Units/Shares. On the date set forth in the AwardAgreement, all unearned or unvested Performance Units/Shares shall be forfeited to the Company, andagain shall be available for grant under the Plan.     11. Other Stock Awards. In addition to the incentives described in Sections 6, 7, 8,9 and 10 above, the Administrator may grant other incentives payable in Shares under the Plan as itdetermines to be in the best interests of the Company and subject to such other terms andconditions as it deems appropriate.     12. Transferability of Awards. Unless determined otherwise by the Administrator, anAward may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution and may be exercised, during thelifetime of the Participant, only by the Participant. If the Administrator makes an Awardtransferable, such Award shall contain such additional terms and conditions as the Administratordeems appropriate.     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.          (a) Changes in Capitalization. Subject to any required action by the shareholders ofthe Company, the number of shares of Common Stock that have been authorized for issuance under thePlan but as to which no Awards have yet been granted or which have been returned to the Plan uponcancellation or expiration of an Award, and the number of shares of Common Stock as well as theprice per share of Common Stock covered by each such outstanding Award, shall be proportionatelyadjusted for any change in or increase or decrease in the number of issued shares of Common Stockresulting from a stock split, reverse stock split, stock dividend, combination or reclassificationof the Common Stock, or any other change or increase or decrease in the number of issued shares ofCommon Stock effected without receipt of consideration by the Company; provided, however, thatconversion of any convertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.” Such adjustment shall be made by the Board, whose determinationin that respect shall be final, binding and conclusive. Except as expressly provided herein, noissuance by the Company of shares of stock of any class, or securities convertible into shares ofstock of any class, shall affect, and no adjustment by reason thereof shall be made with respectto, the number or price of shares of Common Stock subject to an Award.          (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator shall notify each Participant as soon as practicableprior to the effective date of such proposed transaction. The Administrator in its discretion mayprovide for a Participant to have the right to exercise his or her Award until ten (10) days priorto such transaction as to all of the Optioned Stock covered thereby, including Shares as to whichthe Award would not otherwise be exercisable. In addition, the Administrator may provide that anyCompany repurchase option shall lapse, provided the proposed dissolution or liquidation takes placeat the time and in the manner contemplated. To the extent it has not been previously exercised, anAward shall terminate immediately prior to the consummation of such proposed action.          (c) Merger or Asset Sale. In the event of a merger of the Company with or intoanother corporation, or the sale of substantially all of the assets of the Company, eachoutstanding Award shall be assumed or an equivalent option or right substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation. In the event that thesuccessor corporation refuses to assume or substitute for the Award, the Participant shall fullyvest in and have the right to exercise
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all of his or her outstanding Options and Stock Appreciation Rights, including Shares as towhich such Awards would not otherwise be vested or exercisable, all restrictions on RestrictedStock shall lapse, and, with respect to Performance Shares and Performance Units, all PerformanceGoals or other vesting criteria shall be deemed achieved at target levels and all other terms andconditions met. In addition, if an Award is not assumed or substituted for in the event of amerger or sale of assets, the Administrator shall notify the Participant in writing orelectronically that the Award shall be fully vested and exercisable for a period of time determinedby the Administrator, and the Award shall terminate upon the expiration of such period.          (d) For the purposes of subsection (c), an Award shall be considered assumed if, following themerger or sale of assets, the Award confers the right to purchase or receive, for each Sharesubject to the Award immediately prior to the merger or sale of assets, the consideration (whetherstock, cash, or other securities or property) or, in the case of a Stock Appreciation Right uponthe exercise of which the Administrator determines to pay cash or a Performance Share orPerformance Unit which the Administrator can determine to pay in cash, the fair market value of theconsideration received in the merger or sale of assets by holders of Common Stock for each Shareheld on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the merger or sale of assets isnot solely common stock of the successor corporation or its Parent, the Administrator may, with theconsent of the successor corporation, provide for the consideration to be received upon theexercise of an Option or Stock Appreciation Right or upon the payout of a Performance Unit orPerformance Share, for each Share subject to the Award (or in the case of Performance Units, thenumber of implied shares determined by dividing the value of the Performance Units by the per shareconsideration received by holders of Common Stock in the merger), to be solely common stock of thesuccessor corporation or its Parent equal in fair market value to the per share considerationreceived by holders of Common Stock in the merger or sale of assets.          Notwithstanding anything in this Section 13(d) to the contrary, an Award that vests, is earnedor is paid-out upon the satisfaction of one or more Performance Goals shall not be consideredassumed if the Company or its successor modifies any of such Performance Goals without theParticipant’s consent; provided, however, a modification to such Performance Goals only to reflectthe successor corporation’s post-Change in Control corporate structure shall not be deemed toinvalidate an otherwise valid Award assumption.          (e) Additional Vesting for Certain Directors Upon Change in Control. In the event ofa Change in Control each outstanding Award granted to a Director who is not an Employee shallbecome fully vested and exercisable. The Administrator shall notify the Director in writing orelectronically not less than fifteen (15) days prior to the Change in Control that the vesting ofthe Award shall accelerate and the Director shall be entitled to exercise the Award as to theadditional Shares concurrently with the Change in Control.     14. No Effect on Employment or Service. Neither the Plan nor any Award shall conferupon a Participant any right with respect to continuing the Participant’s relationship as a ServiceProvider with the Company, nor shall they interfere in any way with the Participant’s right or theCompany’s right to terminate such relationship at any time, with or without cause, to the extentpermitted by Applicable Laws.
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     15. Tax Withholding          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant toan Award (or exercise thereof), the Company will have the power and the right to deduct orwithhold, or require a Participant to remit to the Company, an amount sufficient to satisfyfederal, state, local, foreign or other taxes (including the Participant’s FICA obligation)required to be withheld with respect to such Award (or exercise thereof).          (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuantto such procedures as it may specify from time to time, may permit a Participant to satisfy suchtax withholding obligation, in whole or in part (without limitation) by (i) paying cash,(ii) electing to have the Company withhold otherwise deliverable cash or Shares having a FairMarket Value equal to the amount required to be withheld, (iii) delivering to the Companyalready-owned Shares having a Fair Market Value equal to the amount required to be withheld, or(iv) selling a sufficient number of Shares otherwise deliverable to the Participant through suchmeans as the Administrator may determine in its sole discretion (whether through a broker orotherwise) equal to the amount required to be withheld. The amount of the withholding requirementwill be deemed to include any amount which the Administrator agrees may be withheld at the time theelection is made, not to exceed the amount determined by using the maximum federal, state or localmarginal income tax rates applicable to the Participant with respect to the Award on the date thatthe amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to bewithheld or delivered will be determined as of the date that the taxes are required to be withheld     16. Date of Grant. The date of grant of an Award shall be, for all purposes, the dateon which the Administrator makes the determination granting such Award, or such other later date asis determined by the Administrator. Notice of the determination shall be provided to eachParticipant within a reasonable time after the date of such grant.     17. Amendment and Termination of the Plan.          (a) Amendment and Termination. The Board may at any time amend, alter, suspend orterminate the Plan.          (b) Shareholder Approval. The Company shall obtain shareholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws.          (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan shall (i) impair the rights of any Participant, unless mutually agreedotherwise between the Participant and the Administrator, which agreement must be in writing andsigned by the Participant and the Company, or (ii) permit the reduction of the exercise price of anAward after it has been granted (except for adjustments made pursuant to Section 13), unlessapproved by the Company’s shareholders. Termination of the Plan shall not affect theAdministrator’s ability to exercise the powers granted to it hereunder with respect to Awardsgranted under the Plan prior to the date of such termination.     18. Term of Plan. Subject to shareholder approval as set forth in Section 17(b) ofthe Plan, the amendment and restatement of the Plan shall become effective upon its adoption by theBoard on November 1, 2005, and the Plan, as amended, shall continue in effect for a term of ten(10) years until November 1, 2015, unless terminated earlier under Section 17 of the Plan.
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     19. Conditions Upon Issuance of Shares.          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Awardunless the exercise of such Award and the issuance and delivery of such Shares shall comply withApplicable Laws and shall be further subject to the approval of counsel for the Company withrespect to such compliance.          (b) Investment Representations. As a condition to the exercise of an Award, theCompany may require the person exercising such Award to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.     20. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.     21. Reservation of Shares. The Company, during the term of this Plan, shall at alltimes reserve and keep available such number of Shares as shall be sufficient to satisfy therequirements of the Plan.     22. Shareholder Approval. The Plan shall be subject to approval by the shareholdersof the Company within twelve (12) months after the date the Plan is adopted. Such shareholderapproval shall be obtained in the manner and to the degree required under Applicable Laws.
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