Exhibit 10.1


 


EQUALLOGIC, INC.


 


2001 STOCK PLAN

as amended

July 23, 2001


 


1.                         Purpose;
Qualification.


 


A.                        Purpose. The purpose of the EqualLogic, Inc. 2001
Stock Plan (the “Plan”) is to encourage key employees of EqualLogic, Inc. (the “Company”)
and of any present or future parent or subsidiary of the Company (collectively,
“Related Corporations”) and other individuals who render services to the
Company or a Related Corporation, by providing opportunities to participate in
the ownership of the Company and its future growth through (a) the grant of
options which qualify as “incentive stock options” (“ISOs”) under Section
422(b) of the Internal Revenue Code of 1986, as amended (the “Code”); (b) the
grant of options which do not qualify as ISOs (“Non-Qualified Options”); (c)
awards of stock in the Company (“Awards”); and (d) opportunities to make direct
purchases of stock in the Company (“Purchases”). Both ISOs and Non-Qualified
Options are referred to hereafter individually as an “Option” and collectively
as “Options.” Options, Awards and authorizations to make Purchases are referred
to hereafter collectively as “Stock Rights.” As used herein, the terms “parent”
and “subsidiary” mean “parent corporation” and “subsidiary corporation,”
respectively, as those terms are defined in Section 424 of the Code.


 


2.                         Administration
of the Plan.


 


A.                  Board or Committee
Administration. The Plan
shall (be administered by the Board of Directors of the Company (the “Board”)
or, subject to paragraph 2(D) (relating to compliance with Section 162(m) of
the Code), by a committee appointed by the Board (the “Committee”).
Hereinafter, all references in this Plan to the “Committee” shall mean the
Board if no Committee has been appointed. Subject to ratification of the grant
or authorization of each Stock Right by the Board (if so required by applicable
state law), and subject to  the
terms of the Plan, the Committee shall have the authority to (i) determine to
whom (from among the class of employees eligible under paragraph 3 to receive
ISOs) ISOs shall be granted, and to whom (from among the class of individuals
and entities eligible under paragraph 3 to receive Non-Qualified Options and
Awards and to make Purchases) Non-Qualified Options, Awards and authorizations
to make Purchases may be granted; (ii) determine the time or times at which
Options or Awards shall be granted or Purchases made; (iii) determine the
purchase price of shares subject to each Option or Purchase, which prices shall
not be less than the minimum price specified in paragraph 6; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period; (vi) extend the period
during which outstanding Options may be exercised; (vii) determine whether
restrictions such as repurchase options are to be imposed on shares subject to
Options, Awards and Purchases and the nature of such restrictions, if any, and
(viii) interpret the Plan and prescribe and rescind rules and regulations
relating to it. If the Committee determines to issue a Non-Qualified Option, it
shall take whatever actions it deems necessary, under Section 422 of the Code
and the regulations promulgated thereunder, to


 

















 


ensure that such Option
is not treated as an ISO. The interpretation and construction by the Committee
of any provisions of the Plan or of any Stock Right granted under it shall be
final unless otherwise determined by the Board. The Committee may from time to
time adopt such rules and regulations for carrying out the Plan as it may deem
advisable. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Stock Right granted under it.


 


B.                        Committee Actions. The Committee may select one of its members
as its chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum and acts of a
majority of the members of the Committee at a meeting at which a quorum is
present, or acts reduced to or approved in writing by all the members of the
Committee (if consistent with applicable state law), shall be the valid acts of
the Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan.


 


C.                        Grant of Stock Rights to
Board Members. Stock
Rights may be granted to members of the Board. All grants of Stock Rights to
members of the Board shall in all respects be made in accordance with the
provisions of this Plan applicable to other eligible persons. Members of the
Board who either (i) are eligible to receive grants of Stock Rights pursuant to
the Plan or (ii) have been granted Stock Rights may vote on any matters
affecting the administration of the Plan or the grant of any Stock Rights
pursuant to the Plan, except that no such member shall act upon the granting to
himself or herself of Stock Rights, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting to such member of Stock Rights.


 


D.                        Performance-Based
Compensation. The
Board, in its discretion, may take such action as may be necessary to ensure
that Stock Rights granted under the Plan qualify as “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code and applicable
regulations promulgated thereunder (“Performance-Based Compensation”). Such
action may include, in the Board’s discretion, some or all of the following (i)
if the Board determines that Stock Rights granted under the Plan generally
shall constitute Performance-Based Compensation, the Plan shall be
administered, to the extent required for such Stock Rights to constitute
Performance-Based Compensation, by a Committee consisting solely of two or more
“outside directors” (as defined in applicable regulations promulgated under
Section 162(m) of the Code), (ii) if any Non-Qualified Options with an exercise
price less than the fair market value per share of Common Stock are granted
under the Plan and the Board determines that such Options should constitute
Performance-Based Compensation, such options shall be made exercisable only
upon the attainment of a pre-established, objective performance goal
established by the Committee, and such grant shall be submitted for, and shall
be contingent upon shareholder approval and (iii) Stock Rights granted under
the Plan may be subject to such other terms and conditions as are necessary for
compensation recognized in connection with the exercise or disposition of such
Stock Right or the disposition of Common Stock acquired pursuant to such Stock
Right, to constitute Performance-Based Compensation.


 


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3.                         Eligible Employees and
Others. ISOs may be granted
only to employees of the Company or any Related Corporation. Non-Qualified
Options, Awards and authorizations to make Purchases may be granted to any
employee, officer or director (whether or not also an employee) or consultant
of the Company or any Related Corporation. The Committee may take into
consideration a recipient’s individual circumstances in determining whether to
grant a Stock Right. The granting of any Stock Right to any individual or
entity shall neither entitle that individual or entity to, nor disqualify such
individual or entity from, participation in any other grant of Stock Rights.


 


“4.                  Stock. The stock subject to Stock Rights shall be
authorized but unissued shares of Common Stock of the Company, par value $.01
per share (the “Common Stock”), or shares of Common Stock reacquired by the
Company in any manner. The aggregate number of shares which may be issued
pursuant to the Plan is 10,000,000, subject to adjustment as provided in
paragraph 13. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in  whole
or in part or shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of
Stock Rights under the Plan. No employee of the Company or any Related
Corporation may be granted Options to acquire, in the aggregate, more than
7,000,000 shares of Common Stock under the Plan during any fiscal year of the
Company.”


 


5.                         Granting of Stock Rights. Stock Rights may be granted under the Plan
at any time on or after May 22, 2001 and prior to May 22, 2011. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant.


 


6.                         Minimum Option Price; ISO
Limitations.


 


A.                   Price for Non-Qualified
Options, Awards and Purchases.
Subject to paragraph 2(D) (relating to compliance with Section 162(m) of the
Code), the exercise price per share specified in the agreement relating to each
Non-Qualified Option granted, and the purchase price per share of stock granted
in any Award or authorized as a Purchase, under the Plan may be less than the
fair market value of the Common Stock of the Company on the date of grant;
provided that, in no event shall such exercise price or such purchase price be
less than the minimum legal consideration required therefor under the laws of
any jurisdiction in which the Company or its successors in interest may be
organized.


 


B.                   Price for ISOs. The exercise price per share specified in
the agreement relating to each ISO granted under the Plan shall not be less
than the fair market value per share of Common Stock on the date of such grant.
In the case of an ISO to be granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, the price per share specified
in the agreement relating to such ISO shall not be less than one hundred ten
percent (110%) of the fair market value per share of Common Stock on the date
of grant. For purposes of determining stock ownership under this paragraph, the
rules of Section 424(d) of the Code shall apply.


 


C.                   $100,000 Annual Limitation
on ISO Vesting. Each
eligible employee may be granted Options treated as ISOs only to the extent
that, in the aggregate under this Plan and all incentive stock option plans of
the Company and any Related Corporation, ISOs do not become exercisable for the
first time by such employee during any calendar year with respect to stock
having a fair market value (determined at the time the ISOs


 


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were granted) in excess
of $100,000. The Company intends to designate any Options granted in excess of
such limitation as Non-Qualified Options, and the Company shall issue separate
certificates to the optionee with respect to Options that are Non-Qualified
Options and Options that are ISOs.


 


D.                   Determination of Fair Market
Value. If, at the time an Option is granted under
the Plan, the Company’s Common Stock is publicly traded, “fair market value”
shall be determined as of the date of grant or, if the prices or quotes
discussed in this sentence are unavailable for such date, the last business day
for which such prices or quotes are available prior to the date of grant and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq National Market, if the Common Stock is not then traded on
a national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market. If the Common Stock is not publicly traded at the time an
Option is granted under the Plan, “fair market value” shall mean the fair value
of the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm’s length.


 


7.                         Option Duration. Subject to earlier termination as provided
in paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as
determined under paragraph 6(B). Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the
original instrument granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.


 


8.                         Exercise of Option. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:


 


A.                   Vesting. The Option shall become exercisable in such
installments as the Committee may specify.


 


B.                   Full Vesting of Installments. Once an installment becomes exercisable, it
shall remain exercisable until expiration or termination of the Option, unless
otherwise specified by the Committee.


 


C.                   Partial Exercise. Each Option or installment may be exercised
at any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.


 


D.                   Acceleration of Vesting. The Committee shall have the right to
accelerate the date that any installment of any Option becomes exercisable;
provided that the Committee shall not, without the consent of an optionee,
accelerate the permitted exercise date of any installment of any Option granted
to any employee as an ISO (and


 


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not previously converted
into a Non-Qualified Option pursuant to paragraph 16) if such acceleration
would violate the annual vesting limitation contained in Section 422(d) of the
Code, as described in paragraph 6(C).


 


9.                         Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
three months after the date of termination of his or her employment, or (b)
their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16. For purposes of this paragraph 9, employment
shall be considered as continuing uninterrupted during any bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed 90
days or, if longer, any period during which such optionee’s right to
reemployment is guaranteed by statute or by contract. A bona fide leave of
absence with the written approval of the Committee shall not be considered an
interruption of employment under this paragraph 9, provided that such written
approval contractually obligates the Company or any Related Corporation to
continue the employment of the optionee after the approved period of absence.
ISOs granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long as the optionee
continues to be an employee of the Company or any Related Corporation. Nothing
in the Plan shall be deemed to give any grantee of any Stock Right the right to
be retained in employment or other service by the Company or any Related
Corporation for any period of time.


 


10.                  Death; Disability.


 


A.                   Death. If an ISO optionee ceases to be employed by
the Company and all Related Corporations by reason of his or her death, any ISO
owned by such optionee may be exercised, to the extent otherwise exercisable on
the date of death, by the estate, personal representative or beneficiary who
has acquired the ISO by will or by the laws of descent and distribution, until
the earlier of (i) the specified expiration date of the ISO or (ii) 180 days
from the date of the optionee’s death.


 


B.                   Disability. If an ISO optionee ceases to be employed by
the Company and all Related Corporations by reason of his or her disability,
such optionee shall have the right to exercise any ISO held by him or her on
the date of termination of employment, for the number of shares for which he or
she could have exercised it on that date, until the earlier of (i) the
specified expiration date of the ISO or (ii) 180 days from the date of the
termination of the optionee’s employment. For the purposes of the Plan, the term
“disability” shall mean “permanent and total disability” as defined in Section
22(e)(3) of the Code or any successor statute.


 


11.                  Assignability.
No ISO shall be assignable or transferable by the optionee except by will or by
the laws of descent and distribution, and during the lifetime of the optionee
shall be exercisable only by such optionee. Stock Rights other than ISOs shall
be transferable to the extent set forth in the agreement relating to such Stock
Right.


 


12.                  Terms and Conditions of
Options. Options shall be
evidenced by instruments (which need not be identical) in such forms as the
Committee may from time to time approve. Such instruments shall conform to the
terms and conditions set forth in paragraphs 6 through 11 hereof and may
contain such other provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of
Common Stock issuable upon exercise of Options. The


 


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Committee may specify
that any Non-Qualified Option shall be subject to the restrictions set forth
herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or
one or more officers of the Company to execute and deliver such instruments.
The proper officers of the Company are authorized and directed to take any and
all action necessary or advisable from time to time to carry out the terms of
such instruments.


 


13.                  Adjustments. Upon the occurrence of any of the following
events, an optionee’s rights with respect to Options granted to such optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:


 


A.            Stock Dividends and Stock
Splits. If the shares of
Common Stock shall be subdivided or combined into a greater or smaller number of
shares or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or stock
dividend.


 


B.            Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger or other reorganization in which the
holders of the outstanding voting stock of the Company immediately preceding
the consummation of such event, shall, immediately following such event, hold,
as a group, less than a majority of the voting securities of the surviving or
successor entity, or in the event of a sale of all or substantially all of the
Company’s assets or otherwise (each, an “Acquisition”), the Committee or the
board of directors of any entity assuming the obligations of the Company
hereunder (the “Successor Board”), shall, as to outstanding Options, either (i)
make appropriate provision for the continuation of such Options by substituting
on an equitable basis for the shares then subject to such Options either (a)
the consideration payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition, (b) shares of stock of the surviving
or successor corporation or (c) such other securities as the Successor Board
deems appropriate, the fair market value of which shall not materially exceed
the fair market value of the shares of Common Stock subject to such Options
immediately preceding the Acquisition; or (ii) upon written notice to the
optionees, provide that all Options must be exercised, to the extent then
exercisable or to be exercisable as a result of the Acquisition, within a
specified number of days of the date of such notice, at the end of which period
the Options shall terminate; or (iii) terminate all Options in exchange for a
cash payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable or to be exercisable as a
result of the Acquisition) over the exercise price thereof.


 


C.            Recapitalization or
Reorganization. In the
event of a recapitalization or reorganization of the Company (other than a
transaction described in subparagraph B above) pursuant to which securities of
the Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, an optionee upon exercising an Option shall
be entitled to receive for the purchase price paid upon such exercise the
securities he or she would have received if he or she had exercised such Option
prior to such recapitalization or reorganization.


 


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D.            Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs A, B or C with respect to ISOs shall
be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a “modification”
of such ISOs (as that term is defined in Section 424 of the Code) or would
cause any adverse tax consequences for the holders of such ISOs. If the
Committee determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs or would cause adverse tax consequences
to the holders, it may refrain from making such adjustments.


 


E.              Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, each Option will terminate immediately prior to the
consummation of such proposed action or at such other time and subject to such
other conditions as shall be determined by the Committee.


 


F.              Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.


 


G.            Fractional Shares. No fractional shares shall be issued under
the Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.


 


H.            Adjustments. Upon the happening of any of the events
described in subparagraphs A, B or C above, the class and aggregate number of
shares set forth in paragraph 4 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted under the Plan shall also
be appropriately adjusted to reflect the events described in such
subparagraphs. The Committee or the Successor Board shall determine the
specific adjustments to be made under this paragraph 13 and, subject to
paragraph 2, its determination shall be conclusive.


 


14.                  Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied by
full payment of the purchase price therefor either (a) in United States dollars
in cash or by check, (b) at the discretion of the Committee, through delivery
of shares of Common Stock having a fair market value equal as of the date of
the exercise to the cash exercise price of the Option, (c) at the discretion of
the Committee, by delivery of the grantee’s personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at the
discretion of the Committee and consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the Option and an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant’s direction at the time of exercise, or
(e) at the discretion of the Committee, by any combination of (a), (b), (c) and
(d) above. If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question. The holder of an
Option shall not have the rights of a shareholder with respect to the shares
covered by such Option until the date of issuance of a stock certificate to
such holder for such shares. Except as expressly provided above in paragraph 13
with respect to changes in


 


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capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificate is issued.


 


15.                  Term and Amendment of Plan. This Plan was adopted by the Board on May
22, 2001, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to May 22, 2002, any grants of
ISOs under the Plan made prior to that date will be rescinded. The Plan shall
expire at the end of the day on May 21, 2011 (except as to Options outstanding
on that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, the Board may not take any of the following actions without stockholder
approval obtained within 12 months before or after the Board adopts a
resolution authorizing any of the following actions: (a) the total number of
shares that may be issued under the Plan may not be increased (except by
adjustment pursuant to paragraph 13); (b) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (c) the
provisions of paragraph 6(B) regarding the exercise price at which shares may
be offered pursuant to ISOs may not be modified (except by adjustment pursuant
to paragraph 13); and (d) the expiration date of the Plan may not be extended.
Except as otherwise provided in this paragraph 15, in no event may action of
the Board or stockholders alter or impair the rights of a grantee, without such
grantee’s consent, under any Stock Right previously granted to such grantee.


 


16.                  Modifications of ISOs;
Conversion of ISOs into Non-Qualified Options. Subject to paragraph 13(D), without the
prior written consent of the holder of an ISO, the Committee shall not alter
the terms of such ISO (including the means of exercising such ISO) if such
alteration would constitute a modification (within the meaning of Section
424(h)(3) of the Code). The Committee, at the written request or with the
written consent of any optionee, may in its discretion take such actions as may
be necessary to convert such optionee’s ISOs (or any installments or portions
of installments thereof) that have not been exercised on the date of conversion
into Non-Qualified Options at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of the Company or a Related
Corporation at the time of such conversion. Such actions may include, but shall
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such ISOs. At the time of such conversion,
the Committee (with the consent of the optionee) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Committee in its
discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee’s ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee
takes appropriate action. Upon the taking of such action, the Company shall
issue separate certificates to the optionee with respect to Options that are
Non-Qualified Options and Options that are ISOs.


 


17.                  Application Of Funds. The proceeds received by the Company from
the sale of shares pursuant to Options granted and Purchases authorized under
the Plan shall be used for general corporate purposes.


 


18.                  Notice to Company of
Disqualifying Disposition.
By accepting an ISO granted under the Plan, each optionee agrees to notify the
Company in writing immediately after such optionee makes a Disqualifying
Disposition (as described in Sections 421, 422 and 424 of the Code and
regulations thereunder) of any stock acquired pursuant to the exercise of ISOs
granted under the Plan. A Disqualifying Disposition is generally any
disposition occurring on or before the later of (a) the date two years
following the date the ISO was granted or (b) the date one year following the date
the ISO was exercised.


 


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19.                  Withholding of Additional
Income Taxes. Upon the
exercise of a Non-Qualified Option, the transfer of a Non-Qualified Stock
Option pursuant to an arm’s-length transaction, the grant of an Award, the
making of a Purchase of Common Stock for less than its fair market value, the
making of a Disqualifying Disposition (as defined in paragraph 18), the vesting
or transfer of restricted stock or securities acquired on the exercise of an
Option hereunder, or the making of a distribution or other payment with respect
to such stock or securities, the Company may withhold taxes in respect of
amounts that constitute compensation includible in gross income. The Committee
in its discretion may condition (i) the exercise of an Option, (ii) the
transfer of a Non-Qualified Stock Option, (iii) the grant of an Award, (iv) the
making of a Purchase of Common Stock for less than its fair market value, or
(v) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee’s making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash
or by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee’s delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.


 


20.                  Governmental Regulation. The Company’s obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.


 


Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.


 


21.                  Governing Law. The validity and construction of the Plan
and the instruments evidencing Stock Rights shall be governed by the laws of
Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.


 


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EQUALLOGIC, INC.


 


Amendment No. 2

to

2001 Stock Plan


 


EqualLogic, Inc.’s (the “Company”) 2001 Stock Plan (the “Plan”),
pursuant to Section 15 thereof, is hereby amended as follows:


 


1.                         Section 4
of the Plan be and hereby is amended by increasing the maximum number of shares
of Common Stock of the Company which may be issued thereunder from 21,800,305
to 29,399,239 shares for issuance pursuant to the terms and provisions of the
Plan.


 


2.                         Section 4
of the Plan be and hereby is amended by deleting the last sentence thereof.


 


 


	
   

  	
   

  	
  Adopted by the Board of
  Directors: August 25, 2003

  Adopted by the Stockholders: August 6, 2003

  



 

















 


EQUALLOGIC, INC.


 


Amendment No. 3

to

2001 Stock Plan


 


EqualLogic, Inc.’s (the “Company”) 2001 Stock Plan (the “Plan”),
pursuant to Section 15 thereof, is hereby amended as follows:


 


1.                         Section 4 of the Plan be and hereby is amended by
increasing the maximum number of shares of Common Stock of the Company which
may be issued thereunder from 29,399,239 shares to 41,517,462 shares for
issuance pursuant to the terms and provisions of the Plan.


 


2.                          Section 4 of the Plan be and hereby is
amended by deleting the last sentence thereof.


 


 


	
   

  	
   

  	
  Adopted by the Board of
  Directors: June 18, 2004

  Adopted by the Stockholders: June 18, 2004

  



 

















 


EQUALLOGIC, INC.


 


Amendment No. 4

to

2001 Stock Plan


 


EqualLogic, Inc.’s (the “Company”) 2001 Stock Plan (the “Plan”),
pursuant to Section 15 thereof, is hereby amended as follows:


 


1.                         Section 4
of the Plan be and hereby is amended by increasing the maximum number of shares
of Common Stock of the Company which may be issued thereunder from 41,517,462
shares to 46,959,716 shares for issuance pursuant to the terms and provisions
of the Plan.


 


2.                         Section 4
of the Plan be and hereby is amended by deleting the last sentence thereof.


 


 


	
   

  	
   

  	
  Adopted by the Board of
  Directors: September 7, 2005

  Adopted by the Stockholders: October 31, 2005

  



 

















 


EQUALLOGIC, INC.


 


Amendment No. 5

to

2001 Stock Plan


 


EqualLogic, Inc.’s (the “Company”) 2001 Stock Plan (the “Plan”),
pursuant to Section 15 thereof, is hereby amended as follows:


 


1.                         Section 4
of the Plan be and hereby is amended by increasing the maximum number of shares
of Common Stock of the Company which may be issued thereunder from 46,959,716
shares to 55,819,716 shares for issuance pursuant to the terms and provisions
of the Plan.


 


 


	
   

  	
   

  	
  Adopted by the Board of
  Directors: September 28, 2006

  Adopted by the Stockholders: December 1, 2006