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property determined by such methods or procedures as shall be established from time to time by theCommittee. Notwithstanding the foregoing, unless otherwise determined by the Committee, the FairMarket Value of Shares on a given date for purposes of the Plan shall not be less than: (i) theclosing price as reported for composite transactions, if the Shares are then listed on a nationalsecurities exchange; (ii) the last sale price, if the Shares are then quoted on the Nasdaq GlobalMarket; or (iii) in all other cases, the average of the closing representative bid and asked pricesof the Shares, all on the date as of which Fair Market Value is being determined. If on a givendate the Shares are not traded in an established securities market, the Committee shall make a goodfaith attempt to satisfy the requirements of this clause and in connection therewith shall takesuch action as it deems necessary or advisable.     “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that isintended to meet the requirements of Section 422 of the Code or any successor provision.     “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan thatis not intended to be an Incentive Stock Option.     “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.     “Other Stock-Based Award” shall mean any right granted under Section 6(e) of the Plan.     “Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.     “Performance Award” shall mean any right granted under Section 6(d) of the Plan.     “Person” shall mean any individual, corporation, partnership, association or trust.     “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.     “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencingthe right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at somefuture date.     “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission underthe Securities Exchange Act of 1934, as amended.
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     “Shares” shall mean shares of Common Stock, $0.001 par value, of the Company, or such othersecurities or property as may become subject to Awards pursuant to an adjustment made under Section4(c) of the Plan.     “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.     Section 3. Administration.     (a) Power and Authority of the Committee. The Plan shall be administered by theCompensation Committee with respect to grants to the officers and directors of the Company and bythe Board with respect to grants to all other Eligible Persons. The Compensation Committee may fromtime to time assist the Board in administering the Plan with respect to Eligible Persons who arenot officers or directors of the Company, or the Board may delegate such administration functionentirely to the Compensation Committee. Subject to the terms of the Plan and applicable law, theCommittee shall have full power and authority to: (i) designate Participants; (ii) determine thetype or types of Awards to be granted to each Participant under the Plan; (iii) determine thenumber of Shares to be covered by (or with respect to which payments, rights or other matters areto be calculated in connection with) each Award; (iv) determine the terms and conditions of anyAward or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement andaccelerate the exercisability of any Award or the lapse of restrictions relating to any Award; (vi)determine whether, to what extent and under what circumstances Awards may be exercised in cash,Shares, other securities, other Awards or other property, or canceled, forfeited or suspended;(vii) determine whether, to what extent and under what circumstances cash, Shares, othersecurities, other Awards, other property and other amounts payable with respect to an Award underthe Plan shall be deferred either automatically or at the election of the holder thereof or theCommittee; (viii) interpret and administer the Plan and any Award made under or instrument oragreement, including an Award Agreement, relating to the Plan; (ix) establish, amend, suspend orwaive such rules and regulations and appoint such agents as it shall deem appropriate for theproper administration of the Plan; and (x) make any other determination and take any other actionthat the Committee deems necessary or desirable for the administration of the Plan. Unlessotherwise expressly provided in the Plan, all designations, determinations, interpretations andother decisions under or with respect to the Plan or any Award shall be within the sole discretionof the Committee, may be made at any time and shall be final, conclusive and binding upon anyParticipant, any holder or beneficiary of any Award and any employee of the Company or anyAffiliate.     Section 4. Shares Available for Awards.     (a) Shares Available. Subject to adjustment as provided in Section 4(c), thetotal number of Shares available for granting Awards and/or Incentive
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Stock Options under the Plan shall be 3,500,000, plus an automatic annual increase in the totalnumber of Shares available for granting Awards and/or Incentive Stock Options, on the first day ofeach of the Company’s fiscal years beginning in 2005 and ending in 2014, equal to the lesser of (i)1,000,000 shares of Common Stock or (ii) four percent of the number of shares of Common Stockoutstanding on the last day of the immediately preceding fiscal year or (iii) such lesser number asdetermined by the Board. Shares to be issued under the Plan may be either authorized but unissuedShares or Shares acquired in the open market or otherwise. Any Shares that are used by aParticipant as full or partial payment to the Company of the purchase price relating to an Award,or in connection with the satisfaction of tax obligations relating to an Award, shall again beavailable for granting Awards under the Plan. If any Shares covered by an Award or to which anAward relates are not purchased or are forfeited, or if an Award otherwise terminates withoutdelivery of any Shares, then the number of Shares counted against the aggregate number of Sharesavailable under the Plan with respect to such Award, to the extent of any such forfeiture ortermination, shall again be available for granting Awards under the Plan.     (b) Accounting for Awards. For purposes of this Section 4, if an Award entitles theholder thereof to receive or purchase Shares, the number of Shares covered by such Award or towhich such Award relates shall be counted on the date of grant of such Award against the aggregatenumber of Shares available for granting Awards under the Plan. Such Shares may again becomeavailable for granting Awards under the Plan pursuant to the provisions of Section 4(a) of thePlan, subject to the limitations set forth in Section 4(c) of the Plan.     (c) Adjustments. In the event that the Committee shall determine that any dividend orother 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 theCompany, issuance of warrants or other rights to purchase Shares or other securities of theCompany, or other similar corporate transaction or event affects the Shares such that an adjustmentis determined by the Committee to be appropriate in order to prevent dilution or enlargement of thebenefits or potential benefits intended to be made available under the Plan, then the Committeeshall, in such manner as it may deem equitable, adjust any or all of (i) the number and type ofShares (or other securities or other property) that thereafter may be made the subject of Awards,(ii) the number and type of Shares (or other securities or other property) subject to outstandingAwards, and (iii) the purchase or exercise price with respect to any Award; provided,however, that the number of Shares covered by any Award or to which such Award relatesshall always be a whole number.     (d) Award Limitations Under the Plan. No Eligible Person may be granted any Award orAwards, the value of which is based solely on an increase in the value of the Shares after the dateof grant of such Awards, for more than
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1,000,000 Shares, subject to adjustment as provided in the Plan, in the aggregate in anycalendar year. The foregoing annual limitation specifically includes the grant of any“performance-based” Awards within the meaning of Section 162(m) of the Code.     Section 5. Eligibility. Any Eligible Person of the Company or any Affiliateshall be eligible to be designated a Participant. In determining which Eligible Persons shallreceive an Award and the terms of any Award, the Committee may take into account the nature of theservices rendered by the respective Eligible Persons, their present and potential contributions tothe success of the Company or such other factors as the Committee, in its discretion, shall deemrelevant. Notwithstanding the foregoing, an Incentive Stock Option may be granted only to full-timeor part-time employees (which term as used herein includes, without limitation, officers anddirectors who are also employees), and an Incentive Stock Option shall not be granted to anemployee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Companywithin the meaning of Section 424(f) of the Code or any successor provision.     Section 6. Awards.     (a) Options. The Committee is hereby authorized to grant Options toParticipants with the following terms and conditions and with such additional terms andconditions not inconsistent with the provisions of the Plan as the Committee shalldetermine:     (i) Exercise Price. The purchase price per Share purchasableunder an Option shall be determined by the Committee; provided,however, that the purchase price for Shares underlying Incentive StockOptions shall not be less than 100% of the Fair Market Value of a Share on the dateof grant of such Incentive Stock Option, or 110% of the Fair Market Value of aShare on the date of grant of such Incentive Stock Option if the Participant ownsdirectly or indirectly greater than 10% of the Company’s outstanding capital stock.     (ii) Option Term. The term of each Option shall be fixed by theCommittee; provided, however, that the term shall not exceed 10years, or, in the case of Incentive Stock Options, 5 years if the Participant ownsdirectly or indirectly greater than 10% of the Company’s outstanding capital stock.     (iii) Time and Method of Exercise. The Committee shall determinethe time or times at which an Option may be exercised in whole or in part and themethod or methods by which, and the form or forms (including, without limitation,cash, Shares, other securities, other Awards or other property, or any combinationthereof, having a Fair Market Value on the exercise date equal to the relevantexercise price) in which,
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payment of the exercise price with respect thereto may be made or deemed to have beenmade.     (b) Stock Appreciation Rights. The Committee is hereby authorized to grant StockAppreciation Rights to Participants subject to the terms of the Plan and any applicable AwardAgreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof aright to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on thedate of exercise (or, if the Committee shall so determine, at any time during a specified periodbefore or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right asspecified by the Committee, which price shall not be less than 100% of the Fair Market Value of oneShare on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan andany applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise,methods of settlement and any other terms and conditions of any Stock Appreciation Right shall beas determined by the Committee. The Committee may impose such conditions or restrictions on theexercise of any Stock Appreciation Right as it may deem appropriate.     (c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized togrant Restricted Stock and Restricted Stock Units to Participants with the following terms andconditions and with such additional terms and conditions not inconsistent with the provisions ofthe Plan as the Committee shall determine:     (i) Restrictions. Shares of Restricted Stock and Restricted Stock Unitsshall be subject to such restrictions as the Committee may impose (including, withoutlimitation, any limitation on the right to vote a Share of Restricted Stock or the right toreceive any dividend or other right or property with respect thereto), which restrictionsmay lapse separately or in combination at such time or times, in such installments orotherwise as the Committee may deem appropriate.     (ii) Stock Certificates; Delivery of Shares. Any Restricted Stockgranted under the Plan shall be evidenced by issuance of a stock certificate orcertificates, which certificate or certificates shall be held by the Company. Suchcertificate or certificates shall be registered in the name of the Participant and shallbear an appropriate legend referring to the restrictions applicable to such RestrictedStock. Promptly upon the lapse or waiver of applicable restrictions, Shares representingRestricted Stock that is no longer subject to restrictions shall be delivered to the holderthereof. In the case of Restricted Stock Units, no Shares shall be issued at the time suchAwards are granted. Upon the lapse or waiver of restrictions and the restricted periodrelating to Restricted Stock Units evidencing the right to receive Shares, such Sharesshall be issued and delivered to the holders of the Restricted Stock Units.
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     (iii) Forfeiture. Except as otherwise determined by the Committee, upona Participant’s termination of employment (as determined under criteria established by theCommittee) during the applicable restriction period, all Shares of Restricted Stock andall Restricted Stock Units held by the Participant at such time shall be forfeited andreacquired by the Company; provided, however, that the Committee may, whenit finds that a waiver would be in the best interest of the Company, waive in whole or inpart any or all remaining restrictions with respect to Shares of Restricted Stock orRestricted Stock Units.     (d) Performance Awards. The Committee is hereby authorized to grant Performance Awardsto Participants subject to the terms of the Plan and any applicable Award Agreement. A PerformanceAward granted under the Plan (i) may be denominated or payable in cash, Shares (including, withoutlimitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or otherproperty and (ii) shall confer on the holder thereof the right to receive payments, in whole or inpart, upon the achievement of such performance goals during such performance periods as theCommittee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, theperformance goals to be achieved during any performance period, the length of any performanceperiod, the amount of any Performance Award granted, the amount of any payment or transfer to bemade pursuant to any Performance Award and any other terms and conditions of any Performance Awardshall be determined by the Committee.     (e) Other Stock-Based Awards. The Committee is hereby authorized to grant toParticipants such other Awards that are denominated or payable in, valued in whole or in part byreference to, or otherwise based on or related to, Shares (including, without limitation,securities convertible into Shares), as are deemed by the Committee to be consistent with thepurpose of the Plan; provided, however, that such grants must comply withapplicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committeeshall determine the terms and conditions of such Awards. Shares or other securities deliveredpursuant to a purchase right granted under this Section 6(e) shall be purchased for suchconsideration, which may be paid by such method or methods and in such form or forms (including,without limitation, cash, Shares, other securities, other Awards or other property or anycombination thereof), as the Committee shall determine.     (f) General.     (i) No Cash Consideration for Awards. Awards shall be granted for nocash consideration or for such minimal cash consideration as may be required by applicablelaw.
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     (ii) Awards May Be Granted Separately or Together. Awards may, in the discretionof the Committee, be granted either alone or in addition to, in tandem with or in substitution forany other Award or any award granted under any plan of the Company or any Affiliate other than thePlan. Awards granted in addition to or in tandem with other Awards or in addition to or in tandemwith awards granted under any such other plan of the Company or any Affiliate may be granted eitherat the same time as or at a different time from the grant of such other Awards or awards.     (iii) Forms of Payment under Awards. Subject to the terms of the Plan and of anyapplicable Award Agreement, payments or transfers to be made by the Company or an Affiliate uponthe grant, exercise or payment of an Award may be made in such form or forms as the Committee shalldetermine (including, without limitation, cash, Shares, other securities, other Awards or otherproperty or any combination thereof), and may be made in a single payment or transfer, ininstallments or on a deferred basis, in each case in accordance with rules and proceduresestablished by the Committee. Such rules and procedures may include, without limitation, provisionsfor the payment or crediting of reasonable interest on installment or deferred payments.     (iv) Limits on Transfer of Awards. No Award and no right under any such Awardshall be transferable by a Participant otherwise than by will or by the laws of descent anddistribution; provided, however, that, if so determined by the Committee, aParticipant may, in the manner established by the Committee, transfer Options (other than IncentiveStock Options) or designate a beneficiary or beneficiaries to exercise the rights of theParticipant and receive any property distributable with respect to any Award upon the death of theParticipant. Except as otherwise provided in any applicable Award Agreement or amendment thereto(other than an Award Agreement relating to an Incentive Stock Option), pursuant to terms determinedby the Committee, each Award or right under any Award shall be exercisable during the Participant’slifetime only by the Participant or, if permissible under applicable law, by the Participant’sguardian or legal representative. Except as otherwise provided in any applicable Award Agreement oramendment thereto (other than an Award Agreement or amendment thereto relating to an IncentiveStock Option), no Award or right under any such Award may be pledged, alienated, attached orotherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shallbe void and unenforceable against the Company or any Affiliate.     (v) Term of Awards. The term of each Award shall be for such period as may bedetermined by the Committee.
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     (vi) Restrictions; Securities Exchange Listing. All certificatesfor Shares or other securities delivered under the Plan pursuant to any Award orthe exercise thereof shall be subject to such stop transfer orders and otherrestrictions as the Committee may deem advisable under the Plan or the rules,regulations and other requirements of the Securities and Exchange Commission andany applicable federal or state securities laws, and the Committee may causeappropriate entries to be made or legend or legends to be affixed on any suchcertificates to reflect such restrictions. If the Shares or other securities arelisted on a securities exchange, the Company shall not be required to deliver anyShares or other securities covered by an Award unless and until such Shares orother securities have been listed on such securities exchange.     Section 7. Amendment and Termination; Adjustments. Except to the extentprohibited by applicable law and unless otherwise expressly provided in an Award Agreement or inthe Plan:     (a) Amendments to the Plan. The Board may amend, alter, suspend, discontinueor terminate the Plan; provided, however, that, notwithstanding any otherprovision of the Plan or any Award Agreement, without the approval of the stockholders ofthe Company, no such amendment, alteration, suspension, discontinuation or terminationshall be made that, absent such stockholder approval:     (i) would cause Rule 16b-3 or Section 162(m) of the Code to becomeunavailable with respect to the Plan;     (ii) would violate the rules or regulations of the Nasdaq Stock Market,any other securities exchange or the National Association of Securities Dealers,Inc. that are applicable to the Company; or     (iii) would cause the Company to be unable, under the Code, to grantIncentive Stock Options under the Plan.     (b) Amendments to Awards. The Committee may waive any conditions of or rightsof the Company under any outstanding Award, prospectively or retroactively. The Committeemay not amend, alter, suspend, discontinue or terminate any outstanding Award,prospectively or retroactively, without the consent of the Participant or holder orbeneficiary thereof, except as otherwise herein provided or in the Award Agreement.     (c) Correction of Defects, Omissions and Inconsistencies. The Committee maycorrect any defect, supply any omission or reconcile any inconsistency in the Plan or anyAward in the manner and to the extent it shall deem desirable to carry the Plan intoeffect.
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     Section 8. Income Tax Withholding; Tax Bonuses.     (a) Withholding. In order to comply with all applicable federal or state income taxlaws or regulations, the Company may take such action as it deems appropriate to ensure that allapplicable federal or state payroll, withholding, income or other taxes that are the sole andabsolute responsibility of a Participant are withheld or collected from such Participant. In orderto assist a Participant in paying all or a portion of the federal and state taxes to be withheld orcollected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, theCommittee, in its discretion and subject to such additional terms and conditions as it may adopt,may permit the Participant to satisfy such tax obligation by (i) electing to have the Companywithhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or thelapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of suchtaxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receiptof (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to theamount of such taxes. The election, if any, must be made on or before the date that the amount oftax to be withheld is determined.     (b) Tax Bonuses. The Committee, in its discretion, shall have the authority, at thetime of grant of any Award under this Plan or at any time thereafter, to approve cash bonuses todesignated Participants to be paid upon their exercise or receipt of (or the lapse of restrictionsrelating to) Awards in order to provide funds to pay all or a portion of federal and state taxesdue as a result of such exercise or receipt (or the lapse of restrictions relating to) Awards inorder to provide funds to pay all or a portion of federal and state taxes due as a result of suchexercise or receipt (or the lapse of such restrictions). The Committee shall have full authority inits discretion to determine the amount of any such tax bonus.     Section 9. General Provisions.     (a) No Rights to Awards. No Eligible Person, Participant or other Person shall haveany claim to be granted any Award under the Plan, and there is no obligation for uniformity oftreatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan.The terms and conditions of Awards need not be the same with respect to different Participants.     (b) Award Agreements. No Participant will have rights under an Award granted to suchParticipant unless and until an Award Agreement shall have been duly executed on behalf of theCompany.     (c) No Rights of Stockholders. Except with respect to Restricted Stock and othergrants of Common Stock of the Company, neither a Participant nor the Participant’s legalrepresentative shall be, or shall have any of the rights and privileges of, a stockholder of theCompany in respect of any Shares issuable
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upon the exercise or payment of any Award, in whole or in part, unless and until the Shares havebeen issued.     (d) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shallprevent the Company or any Affiliate from adopting or continuing in effect other or additionalcompensation arrangements, and such arrangements may be either generally applicable or applicableonly in specific cases.     (e) No Right to Employment. The grant of an Award shall not be construed as giving aParticipant the right to be retained in the employ, or as giving a Non-Employee Director the rightto continue as a director, of the Company or any Affiliate, nor will it affect in any way the rightof the Company or an Affiliate to terminate such employment or the term of a Non-Employee Directorat any time, with or without cause. In addition, the Company or an Affiliate may at any timedismiss a Participant from employment or terminate the term of a Non-Employee Director free fromany liability or any claim under the Plan, unless otherwise expressly provided in the Plan or inany Award Agreement.     (f) Governing Law. The validity, construction and effect of the Plan and any rules andregulations relating to the Plan shall be determined in accordance with the laws of the State ofDelaware.     (g) Severability. If any provision of the Plan or any Award is or becomes or is deemedto be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or anyAward under any law deemed applicable by the Committee, such provision shall be construed or deemedamended to conform to applicable laws, or if it cannot be so construed or deemed amended without,in the determination of the Committee, materially altering the purpose or intent of the Plan or theAward, such provision shall be stricken as to such jurisdiction or Award, and the remainder of thePlan or any such Award shall remain in full force and effect.     (h) No Trust or Fund Created. Neither the Plan nor any Award shall create or beconstrued to create a trust or separate fund of any kind or a fiduciary relationship between theCompany or any Affiliate and a Participant or any other Person. To the extent that any Personacquires a right to receive payments from the Company or any Affiliate pursuant to an Award, suchright shall be no greater than the right of any unsecured general creditor of the Company or anyAffiliate.     (i) No Fractional Shares. No fractional Shares shall be issued or deliveredpursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid inlieu of any fractional Share or whether such fractional Share or any rights thereto shall becanceled, terminated or otherwise eliminated.
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     (j) Headings. Headings are given to the Sections and subsections of thePlan solely as a convenience to facilitate reference. Such headings shall not be deemed inany way material or relevant to the construction or interpretation of the Plan or anyprovision thereof.     (k) Section 16 Compliance. The Plan is intended to comply in allrespects with Rule 16b-3 or any successor provision, as in effect from time to time, and inall events the Plan shall be construed in accordance with the requirements of Rule 16b-3.If any Plan provision does not comply with Rule 16b-3 as hereafter amended or interpreted,the provision shall be deemed inoperative. The Board, in its absolute discretion, maybifurcate the Plan so as to restrict, limit or condition the use of any provision of thePlan with respect to persons who are officers or directors subject to Section 16 of theSecurities and Exchange Act of 1934, as amended, without so restricting, limiting orconditioning the Plan with respect to other Participants.     Section 10. Effective Date of the Plan. The Plan shall be effective as of thedate (the “Effective Date”) immediately prior to the date on which the Company’s registrationstatement relating to its initial public offering of Common Stock is declared effective by theSecurities and Exchange Commission, subject to approval by the Company’s stockholders in accordancewith applicable law.     Section 11. Term of the Plan. Awards shall be granted under the Plan only duringa 10-year period beginning on the Effective Date of the Plan. However, unless otherwise expresslyprovided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extendbeyond the end of such 10-year period, and the authority of the Committee provided for hereunderwith respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shallextend beyond the end of such period.
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