**EXHIBIT 10.3**

**IKANOS COMMUNICATIONS, INC.**

**AMENDED AND RESTATED**

**2004 EQUITY INCENTIVE PLAN**

(as amended and restated through August 21, 2009) 

1. Purposes of thePlan. The purposes of this Plan are: 

 

 

 

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, and DeferredStock Units. 

2. Definitions. As used herein, the following definitions will apply: 

(a) “**Administrator**” means the Board or any of its Committees as will be administering the Plan, in accordance withSection 4 of the Plan. 

(b) “**Applicable Laws**” means the requirements relating to the administration ofequity-based awards or equity compensation programs under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws ofany foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 

(c) “**Award**” means,individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Deferred Stock Units. 

(d) “**Award Agreement**” means the written or electronic agreement setting forth the terms and provisions applicable to eachAward granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 

(e)“**Board**” means the Board of Directors of the Company. 

(f) “**Change in Control**” means theoccurrence of any of the following events: 

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) ofthe Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented bythe Company’s then outstanding voting securities; 

(ii) The consummation of the sale or disposition by the Company of all or substantially allof the Company’s assets; 

(iii) A change in the composition of the Board occurring within a two-year period, as a resultof which fewer than a majority of the directors are Incumbent Directors. “**Incumbent Directors**” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual orthreatened proxy contest relating to the election of directors to the Company); or 

(iv) The consummation of a merger orconsolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstandingor by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstandingimmediately after such merger or consolidation. 

(g) “**Code**” means the Internal Revenue Code of 1986, asamended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code. 

(h) “**Committee**” means a committee of Directors or other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 of the Plan. 

(i) “**Common Stock**” means the common stock of the Company. 

(j) “**Company**” means Ikanos Communications, Inc., a Delaware corporation, or any successor thereto. 

(k) “**Consultant**” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to renderservices to such entity. 

(l) “**Deferred Stock Unit**” means an Award that the Administrator permits to be paidin installments or on a deferred basis pursuant to Sections 4 and 11 of the Plan. 

(m) “**Determination Date**”means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(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, provided that in the case of Awards other than Incentive Stock Options, theAdministrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. 

 

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(p) “**Employee**” means any person, including Officers and Directors, employedby the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. 

(q) “**Exchange Act**” means the Securities Exchange Act of 1934, as amended. 

(r) “**Exchange Program**” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange forAwards of the same type (which may have lower exercise prices and different terms), Awards of a different type, or cash, or (ii) the exercise price of an outstanding Award is reduced. The Administrator, in its sole discretion, will determinethe terms and conditions of any Exchange Program, except that approval of the holders of a majority of the Company’s outstanding common stock shall be required for any Exchange Program in which (x) outstanding awards are surrendered orcancelled for awards of cash, or (y) the exercise price of outstanding awards is reduced. 

(s) “**Fair MarketValue**” means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed onany established stock exchange or a national market system, including without limitation the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market, its Fair Market Value will be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Valueof a Share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable;

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to thepublic as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or 

(iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by theAdministrator. 

(t) “**Fiscal Year**” means the fiscal year of the Company. 

(u) “**Incentive Stock Option**” means an Option that by its terms qualifies and is otherwise intended to qualify as anincentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

(v)“**Inside Director**” means a Director who is an Employee. 

 

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(w) “**Nonstatutory Stock Option**” means an Option that by its terms does notqualify or is not intended to qualify as an Incentive Stock Option. 

(x) “**Officer**” means a person who is anofficer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(y) “**Option**” means a stock option granted pursuant to the Plan. 

(z) “**OutsideDirector**” means a Director who is not an Employee. 

(aa) “**Parent**” means a “parentcorporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 

(bb)“**Participant**” means the holder of an outstanding Award. 

(cc) “**Performance Goals**” will havethe meaning set forth in Section 13 of the Plan. 

(dd) “**Performance Period**” means any Fiscal Year orsuch other period as determined by the Administrator in its sole discretion. 

(ee) “**Performance Share**” meansan Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 

(ff) “**Performance Unit**” means an Award which may be earned in whole or in part upon attainment of Performance Goals orother vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10. 

(gg) “**Period of Restriction**” means the period during which the transfer of Shares of Restricted Stock are subject torestrictions and therefore the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by theAdministrator. 

(hh) “**Plan**” means this 2004 Equity Incentive Plan. 

(ii) “**Registration Date**” means the effective date of the first registration statement that is filed by the Company anddeclared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities. 

(jj) “**Restricted Stock**” means shares of Common Stock issued pursuant to a Restricted Stock award under Section 7 of the Plan or issued pursuant to the early exercise of an Option. 

(kk) “**Restricted Stock Unit**” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share,granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

 

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(ll) “**Rule 16b-3**” means Rule 16b-3 of the Exchange Act or any successor toRule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 

(mm) “**Section 16(b)**”means Section 16(b) of the Exchange Act. 

(nn) “**Service Provider**” means an Employee, Director orConsultant. 

(oo) “**Share**” means a share of the Common Stock, as adjusted in accordance with Section 16of the Plan. 

(pp) “**Stock Appreciation Right**” or “**SAR**” means an Award, granted alone or inconnection with an Option, that pursuant to Section 9 is designated as a SAR. 

(qq) “**Subsidiary**” means a“subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. 

3.Stock Subject to the Plan. 

(a) Stock Subject to the Plan. Subject to the provisions of Section 16 of thePlan, the maximum aggregate number of Shares that may be optioned and sold under the Plan is (i) the number of Shares which have been reserved but not issued under the Company’s 1999 Stock Plan (the “**1999 Plan**”) as of theRegistration Date, (ii) any Shares returned to the 1999 Plan as a result of termination of options or repurchase of Shares issued under such plan on or following the Registration Date, (iii) an annual increase to be added on the first dayof the Company’s fiscal year beginning in 2006, equal to the least of (A) 4.4% of the outstanding Shares on such date, (B) 3,000,000 Shares, or (C) an amount determined by the Board, and (iv) 5,500,000 Shares added to thePlan as part of our Special Meeting of Stockholder held on August 21, 2009. Notwithstanding the foregoing, or any other provision of the Plan, the 5,500,000 approved at the April 21, 2009 Special Meeting of Stockholders may only be usedfor awards of stock options and stock appreciation rights and are not permitted to be used for awards of restricted stock, restricted stock units, or performance shares/units. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrenderedpursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and SARs,the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to an SAR will cease to beavailable under the Plan; all remaining Shares under SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan under any Award will not bereturned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company,such Shares will become available for future grant under the Plan. Shares used to pay the tax and/or exercise price of an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cashrather than Shares, such cash payment will not result in reducing the number of

 

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Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 16, the maximum number of Shares that may be issued upon theexercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under thisSection 3(b). 

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keepavailable such number of Shares as will be sufficient to satisfy the requirements of the Plan. 

4. Administration of thePlan. 

(a) Procedure. 

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. 

(ii) Section 162(m). To the extent that the Administrator determines it to be necessary or desirable to qualify Awards grantedhereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of theCode. 

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, thetransactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(iv)Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws. 

(v) Delegation of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator maydelegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it under the Plan. Such delegation may be revoked at any time. The Administrator may not delegate authority with respect to Awardsintended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. 

(b)Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will 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 to be covered by each Award granted hereunder; 

 

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(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 any Award granted hereunder. Such terms andconditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and anyrestriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine; 

(vi) to reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of Common Stock covered bysuch Award shall have declined since the date the Award was granted (however, the reduction of the exercise price of a grant made under the terms of this Plan is subject to stockholder approval); 

(vii) to institute an Exchange Program; 

(viii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws(including qualifying for preferred tax treatment under applicable foreign tax laws); 

(x) to modify or amend each Award(subject to Section 21(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Awards longer than is otherwise provided for in the Plan; 

(xi) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 17; 

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previouslygranted by the Administrator; 

(xiii) to allow a Participant to defer the receipt of the payment of cash or the delivery ofShares that would otherwise be due to such Participant under an Award; 

(xiv) to determine whether Awards will be settled inShares, cash, or in any combination thereof; and 

(xv) to make all other determinations deemed necessary or advisable foradministering the Plan. 

(c) Effect of Administrator’s Decision. The Administrator’s decisions,determinations and interpretations will be final and binding on all Participants and any other holders of Awards. 

 

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5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,Stock Appreciation Rights, Deferred Stock Units, Performance Units and Performance Shares may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. Any Employees who are officers of Ikanos within the meaning ofSection 16 of the Securities Exchange Act of 1934, as amended, are only eligible to receive awards of stock options and stock appreciation rights under the Plan and are not eligible to receive awards of restricted stock, restricted stock units,or performance shares/units. 

6. Stock Options. 

(a) Limitations. 

(i) Designation as Incentive Stock Option; $100,000 Limitation. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, tothe extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shareswill be determined as of the time the Option with respect to such Shares is granted. 

(ii) Number of Shares. TheAdministrator will have complete discretion to determine the number of Shares that may be granted pursuant to Options granted to any Service Provider; provided, however, no Service Provider will be granted, in any Fiscal Year, Options covering morethan 500,000 Shares. Notwithstanding the limitation in the previous sentence, in connection with his or her initial service a Service Provider may be granted Options covering up to an additional 1,000,000 Shares. The foregoing limitations will beadjusted proportionately in connection with any change in the Company’s capitalization as described in Section 16. In addition, if an Option is cancelled in the same Fiscal Year in which it was granted (other than in connection with atransaction described in Section 16), the cancelled Option will be counted against the numerical share limits set forth above. 

(b) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in theAward Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of allclasses of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. 

(c) Option Exercise Price and Consideration. 

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following: 

(1) In the case of an Incentive Stock Option 

 

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a) granted to an Employee who, at the time the Incentive Stock Option is granted, ownsstock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date ofgrant. 

b) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Shareexercise price will be no less than 100% of the Fair Market Value per Share on the date of grant. 

c) Notwithstanding theforegoing, Incentive Stock Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a)of the Code. 

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be determined by theAdministrator. In the case of a Nonstatutory Stock Option, whether or not intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price will be no less than 100%of the Fair Market Value per Share on the date of grant. 

(ii) Waiting Period and Exercise Dates. At the time anOption is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option,including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration, to the extent permitted by Applicable Law, may consistentirely of: (1) cash; (2) check; (3) other Shares that meet conditions established by the Administrator to avoid averse accounting consequences (as determined by the Administrator); (4) consideration received by the Companyunder a cashless exercise program implemented by the Company in connection with the Plan; (5) a reduction in the amount of any Company liability to the Participant, including any liability attributable to the Participant’s participation inany Company-sponsored deferred compensation 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 extent permitted byApplicable Laws. For the avoidance of doubt, promissory notes and loans are not permissible forms of consideration for exercising Options granted under the Amended Plan 

(d) Exercise of Option. 

(i) Procedure for Exercise; Rights as aStockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercisedfor a fraction of a Share. 

 

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An Option will be deemed exercised when the Company receives: (x) notice of exercise(in such form as the Administrator specify from time to time) from the person entitled to exercise the Option, and (y) full payment for the Shares with respect to which the Option is exercised (together with any applicable withholding taxes).Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, ifrequested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right tovote or receive dividends or any other rights as a stockholder will exist with respect to the Awarded Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option isexercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 16 of the Plan or the applicable Award Agreement. 

Exercising an Option in any manner will decrease the number of Shares thereafter available under the Option by the number of Shares as towhich the 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 may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date oftermination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months followingthe Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert tothe Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability,the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the 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, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by theAdministrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise hisor her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the AwardAgreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designatedbeneficiary, provided such beneficiary has been

 

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designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by thepersonal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time inthe Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s death. Unless otherwise provided by the Administrator, if at the time of death the Participant is not vested as to his or her entireOption, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert tothe Plan. 

7. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers insuch amounts as the Administrator, in its sole discretion, will determine. 

(b) Restricted Stock Agreement. Each Awardof Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Notwithstandingthe foregoing sentence, for Restricted Stock intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, during any Fiscal Year no Participant will receive more than an aggregate of200,000 Shares of Restricted Stock. Notwithstanding the foregoing limitation, in connection with his or her initial service as an Employee, for Restricted Stock intended to qualify as “performance-based compensation” within the meaning ofSection 162(m) of the Code, an Employee may be granted an aggregate of up to an additional 300,000 Shares of Restricted Stock. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agentuntil the restrictions on such Shares have lapsed. 

(c) Transferability. Except as provided in this Section 7,Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. 

(e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by eachRestricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or beremoved. 

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stockgranted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 

 

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(g) Dividends and Other Distributions. During the Period of Restriction, ServiceProviders holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid inShares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will becomeavailable for grant under the Plan. 

(i) Section 162(m) Performance Restrictions. For purposes of qualifyinggrants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will beset by the Administrator on or before the Determination Date. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Administrator will 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). 

8. Restricted Stock Units. 

(a) Grant. Restricted Stock Units maybe granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in an Award Agreement of the terms,conditions, and restrictions related to the grant, including the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator. Notwithstanding anything to thecontrary in this subsection (a), for Restricted Stock Units intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, during any Fiscal Year of the Company, no Participant will receivemore than an aggregate of 200,000 Restricted Stock Units. Notwithstanding the limitation in the previous sentence, for Restricted Stock Units intended to qualify as “performance-based compensation” within the meaning of Section 162(m)of the Code, in connection with his or her initial service as an Employee, an Employee may be granted an aggregate of up to an additional 300,000 Restricted Stock Units. 

(b) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number ofRestricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or anyother basis determined by the Administrator in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting theapplicable vesting criteria, the Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, inits sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 

 

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(d) 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 Restricted Stock Unit Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented byRestricted Stock Units that are fully paid in cash again shall be available for grant under the Plan. 

(e)Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company. 

(f) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code,the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units which areintended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code(e.g., in determining the Performance Goals). 

9. Stock Appreciation Rights. 

(a) Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and fromtime to time as will be determined by the Administrator, in its sole discretion. 

(b) Number of Shares. TheAdministrator will have complete discretion to determine the number of SARs granted to any Service Provider; provided, however, no Service Provider will be granted, in any Fiscal Year, SARs covering more than 500,000 Shares. Notwithstanding thelimitation in the previous sentence, in connection with his or her initial service a Service Provider may be granted SARs covering up to an additional 1,000,000 Shares. The foregoing limitations will be adjusted proportionately in connection withany change in the Company’s capitalization as described in Section 16. In addition, if a SAR is cancelled in the same Fiscal Year in which it was granted (other than in connection with a transaction described in Section 16), thecancelled SAR will be counted against the numerical share limits set forth above. 

(c) Exercise Price and Other Terms.SARs granted under the Plan will have an exercise price that is no less than one hundred percent (100%) of the fair market value per share of Ikanos common stock on the date of grant. In all other respects, the Administrator, subject to theprovisions of the Plan, will have complete discretion to determine the terms and conditions of SARs granted under the Plan. 

(d) Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. 

 

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(e) SAR Agreement. Each SAR grant will be evidenced by an Award Agreement that willspecify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(f) Expiration of SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its solediscretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) also will apply to SARs. 

(g) Payment of SAR Amount. Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying: 

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times 

(ii) The number of Shares with respect to which the SAR is exercised. 

At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combinationthereof. 

10. Performance Units and Performance Shares. 

(a) Grant of Performance Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares maybe granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and PerformanceShares granted to each Participant provided that during any Fiscal Year, for Performance Units or Performance Shares intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, (i) noParticipant will receive Performance Units having an initial value greater than $1,000,000, and (ii) no Participant will receive more than 200,000 Performance Shares. Notwithstanding the foregoing limitation, for Performance Shares intended toqualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, in connection with his or her initial service, a Service Provider may be granted up to an additional 300,000 Performance Shares andPerformance Units having an initial value up to an additional $1,000,000. 

(b) Value of Performance Units/Shares. EachPerformance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will 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 will set performance objectives or other vesting provisions (including,without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. EachAward of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may setperformance objectives based upon the achievement of Company-wide, divisional, or individual goals (including solely continued service), applicable federal or state securities laws, or any other basis determined by the Administrator in itsdiscretion. 

 

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(d) Earning of Performance Units/Shares. After the applicable Performance Period hasended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which thecorresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisionsfor such Performance Unit/Share. 

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earnedPerformance Units/Shares will be made after the expiration of the applicable Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, inShares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 

(f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested PerformanceUnits/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 

(g)Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may setrestrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m) ofthe Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).

11. Deferred Stock Units. Deferred Stock Units shall consist of a Restricted Stock, Restricted Stock Units,Performance Share or Performance Unit Award that the Administrator, in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Unitsmay be settled, at the discretion of the Administrator, in cash, Shares, or any combination thereof. 

12. Formula OptionGrants to Outside Directors. All grants of Options to Outside Directors pursuant to this Section will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

(a) Type of Option. All Options granted pursuant to this Section will be Nonstatutory Stock Options and, except asotherwise provided herein, will be subject to the other terms and conditions of the Plan. 

(b) No Discretion. No personwill have any discretion to select which Outside Directors will be granted Options under this Section or to determine the number of Shares to be covered by such Options (except as provided in Sections 12(g) and 16). 

 

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(c) First Option. Each person who first becomes an Outside Director following theRegistration Date will be automatically granted an Option to purchase 30,000 Shares (the “**First Option**”) on or about the date on which such person first becomes an Outside Director, whether through election by the stockholders ofthe Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive a First Option. 

(d) Subsequent Option. Each Outside Director will be automatically granted an Option to purchase 12,000 Shares (a “**SubsequentOption**”) on each date of the annual meeting of the stockholders of the Company beginning in 2006, if as of such date, he or she will have served on the Board for at least the preceding six (6) months. 

(e) Terms. The terms of each Option granted pursuant to this Section will be as follows: 

(i) The term of the Option will be ten (10) years. 

(ii) The exercise price per Share will be 100% of the Fair Market Value per Share on the date of grant of the Option. 

(iii) Subject to Section 16, the First Option will vest and become exercisable as to 25% of the Shares on thefirst anniversary of the date of grant and as to 1/48th ofthe Shares each month thereafter, provided that the Participant continues to serve as a Director through each such date. 

(iv) Subject to Section 16, the Subsequent Option will vest and become exercisable as to 1/12th of the shares each month following the date of grant, provided that the Participant continues to serve as a Directorthrough such date. 

(f) Exercise of Options. The rules of Sections 6(d) also will apply to Options granted pursuant tothis Section 12. To the extent that the Participant was not entitled to exercise an Option on the date of termination, or if he or she does not exercise an Option (to the extent otherwise so entitled) granted pursuant to this Section 12within the time specified in the applicable Award Agreement, the Option shall terminate. Outside Directors may not use promissory notes or loans as consideration for exercising options to purchase Ikanos common stock granted pursuant to the terms ofSection 12 of the Plan. 

(g) Adjustments. The Administrator in its discretion may change and otherwise revise theterms of Options granted under this Section 12, including, without limitation, the number of Shares subject thereto, or change the type of Award to be granted under this Section 12, for Options or Awards granted on or after the date theAdministrator determines to make any such change or revision. 

13. Performance-Based Compensation Under CodeSection 162(m). 

(a) General. If the Administrator, in its discretion, decides to grant an Award intended toqualify as “performance-based compensation” under Section 162(m) of the Code, the provisions of this Section 13 will control over any contrary provision in the Plan; provided, however,

 

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that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code to such Participantsthat are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 13. 

(b) Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Deferred Stock Units and other incentives underthe Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement (“**PerformanceGoals**”) including: (i) cash position, (ii) earnings per Share, (iii) net income, (iv) operating cash flow, (v) operating expenses, (vi) operating income, (vii) product revenues, (viii) profitafter-tax, (ix) profit before-tax, (x) return on assets, (xi) return on equity, (xii) return on sales, (xiii) revenue, (xiv) revenue growth, and (xv) total stockholder return. Prior to the Determination Date, theAdministrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. Any Performance Goals may be used to measure the performance of the Companyas a whole or a business unit of the Company and may be measured relative to a peer group or index. With respect to any Award, Performance Goals may be used alone or in combination. The Performance Goals may differ from Participant to Participantand from Award to Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. 

(c) Procedures. To the extent necessary to comply with the performance-based compensation provisions of Section 162(m) of theCode, with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period (orsuch other time as may be required or permitted by Code Section 162(m)), the Administrator will, in writing, (i) designate one or more Participants to whom an Award will be made, (ii) select the Performance Goals applicable to thePerformance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (iv) specify the relationship between Performance Goals and the amounts of suchAwards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for suchPerformance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factorsthat the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the PerformanceGoals for such period are achieved. 

(d) Additional Limitations. Notwithstanding any other provision of the Plan, anyAward which is granted to a Participant and is intended to constitute qualified performance based compensation under Code Section 162(m) will be subject to any additional limitations set forth in the Code (including any amendment toSection 162(m)) or any regulations and ruling issued thereunder that are requirements for qualification as qualified performance-based compensation as

 

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described in Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to conform to such requirements. 

14. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during anyunpaid leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or anySubsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absenceapproved by the Company is not so guaranteed, then six (6) months and one (1) day following the commencement of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will betreated for tax purposes as a Nonstatutory Stock Option. 

15. Transferability of Awards. Unless determined otherwise bythe Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, onlyby the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. 

16. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that the Administrator (in its solediscretion) determines an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deemequitable, adjust the number and class of Shares that may be delivered under the Plan, the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits in Sections 3, 6, 7, 8, 9, and 10, and the number of Sharesissuable pursuant to the formula option grants to Outside Directors under Section 11. 

(b) Dissolution orLiquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in itsdiscretion may provide for a Participant to have the right to exercise his or her Award, to the extent applicable, until ten (10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which theAward would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided theproposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent an Award has not been previously exercised or settled, the Award will terminate immediately prior to the consummation of such proposed action.

 

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(c) Change in Control. 

(i) Stock Options and SARS. In the event of a merger or Change in Control, each outstanding Option and SAR shall be assumed or anequivalent option or SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitutefor the Option or SAR, the Participant shall fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which the Award would not otherwise be vested or exercisable. If an Option or SAR isnot assumed or substituted in the event of a merger or Change in Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period from the date ofsuch notice as the Administrator may determine, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the merger or Change inControl, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the merger or Change in Control, the consideration (whether stock, cash, orother securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of considerationchosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may,with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporationor its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything herein to the contrary, an Award that vests, is earned or paid-out upon thesatisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goalsonly to reflect the successor corporation’s post-merger or post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. 

(ii) Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Deferred Stock Units. In the event of amerger or Change in Control, each outstanding Award of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Deferred Stock Units shall be assumed or an equivalent Restricted Stock, Restricted Stock Unit, PerformanceShare, Performance Unit, or Deferred Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by the Administrator, in the event that the successor corporationrefuses to assume or substitute for the Award, all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance Shares, Performance Units, Deferred Stock Units, all Performance Goals or other vesting criteriawill be deemed achieved at target levels and all other terms and conditions met. For the purposes of this paragraph, a Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, and Deferred Stock Unit award shall be consideredassumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or othersecurities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Restricted Stock Unit, Performance Share or Performance Unit which the Administrator can

 

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determine to pay in cash, the fair market value of received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and ifholders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely commonstock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Award (or inthe case of Restricted Stock Units and Performance Units, the number of implied Shares determined by dividing the value of the Restricted Stock Units and Performance Units, as applicable, by the per Share consideration received by holders of CommonStock in the Change in Control), to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstandinganything herein to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed 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 reflect the successor corporation’s post-merger or post-Change in Control corporate structure will not be deemed to invalidate an otherwise validAward assumption. 

(iii) Outside Director Awards. Notwithstanding any provision of Section 16(c)(i) or 16(c)(ii)to the contrary, with respect to Awards granted to an Outside Director that are assumed or substituted for, if on or following the date of such assumption or substitution the Participant’s status as a Director or a director of the successorcorporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquiror), then the Participant will fully vest in and have the right to exercise his or herOptions and Stock Appreciation Rights as to all of the Awarded Stock, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units and Deferred Stock Units, asapplicable, will lapse, and, with respect to Performance Shares and Performance Units (and related Deferred Stock Units), all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditionsmet. 

17. Tax Withholding. 

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or requirea Participant to remit to the Company, an amount sufficient to satisfy federal, 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 pursuant to such procedures as it mayspecify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shareshaving a Fair Market Value equal to the minimum amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld. The amount of the withholdingrequirement will be deemed to include any amount

 

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which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax ratesapplicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes arerequired to be withheld. 

18. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon aParticipant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate suchrelationship at any time, with or without cause, to the extent permitted by Applicable Laws. 

19. Date of Grant. Thedate of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided toeach Participant within a reasonable time after the date of such grant. 

20. Term of Plan. Subject to Section 24of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 21 of the Plan. 

21. Amendment and Termination of the Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of anyParticipant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s abilityto exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

22. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. Shares will not be issued pursuant tothe exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise, receipt, or settlement of an Award, the Company mayrequire the person exercising or receiving such Award or settlement to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distributesuch Shares if, in the opinion of counsel for the Company, such a representation is required. 

 

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23. 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 to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure toissue or sell such Shares as to which such requisite authority will not have been obtained. 

24. Stockholder Approval.The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

 

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