Amended and Restated 2003 Stock Incentive Plan



 Exhibit 10.1 
  
 SYNNEX CORPORATION 
  
 2003 STOCK INCENTIVE PLAN 
  
 (Adopted by the Board on September 2, 2003, 
  
 and amended and restated by the Board on January 10, 2006. 
  

Reflects 2:1 Reverse Stock Split on November 12, 2003) 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page


	 Section 1.
	 	ESTABLISHMENT AND PURPOSE.	  	1
			
	 Section 2.
	 	DEFINITIONS.	  	1
	 	 	 (a)
	  	“Affiliate”	  	1
	 	 	 (b)
	  	“Award”	  	1
	 	 	 (c)
	  	“Board of Directors”	  	1
	 	 	 (d)
	  	“Change in Control”	  	1
	 	 	 (e)
	  	“Code”	  	2
	 	 	 (f)
	  	“Committee”	  	2
	 	 	 (g)
	  	“Company”	  	2
	 	 	 (h)
	  	“Consultant”	  	2
	 	 	 (i)
	  	“Disability”	  	3
	 	 	 (j)
	  	“Employee”	  	3
	 	 	 (k)
	  	“Exchange Act”	  	3
	 	 	 (l)
	  	“Exercise Price”	  	3
	 	 	 (m)
	  	“Fair Market Value”	  	3
	 	 	 (n)
	  	“ISO”	  	3
	 	 	 (o)
	  	“Misconduct”	  	3
	 	 	 (p)
	  	“Nonstatutory Option” or “NSO”	  	4
	 	 	 (q)
	  	“Offeree”	  	4
	 	 	 (r)
	  	“Option”	  	4
	 	 	 (s)
	  	“Optionee”	  	4
	 	 	 (t)
	  	“Outside Director”	  	4
	 	 	 (u)
	  	“Parent”	  	4
	 	 	 (v)
	  	“Participant”	  	4
	 	 	 (w)
	  	“Plan”	  	4
	 	 	 (x)
	  	“Purchase Price”	  	4
	 	 	 (y)
	  	“Restricted Share”	  	4
	 	 	 (z)
	  	“Restricted Share Agreement “	  	4
	 	 	 (aa)
	  	“SAR”	  	4
	 	 	 (bb)
	  	“SAR Agreement”	  	4
	 	 	 (cc)
	  	“Service”	  	5
	 	 	 (dd)
	  	“Share”	  	5
	 	 	 (ee)
	  	“Stock”	  	5
	 	 	 (ff)
	  	“Stock Option Agreement”	  	5
	 	 	 (gg)
	  	“Stock Unit”	  	5
	 	 	 (hh)
	  	“Stock Unit Agreement”	  	5
	 	 	 (ii)
	  	“Subsidiary”	  	5
			
	 Section 3.
	 	ADMINISTRATION.	  	5
	 	 	 (a)
	  	Committee Composition	  	5
	 	 	 (b)
	  	Committee for Non-Officer Grants	  	5
	 	 	 (c)
	  	Committee Procedures	  	6
	 	 	 (d)
	  	Committee Responsibilities	  	6

  

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	 Section 4.
	 	ELIGIBILITY.	  	7
	 	 	 (a)
	  	General Rule	  	7
	 	 	 (b)
	  	Automatic Grants to Outside Directors.	  	7
	 	 	 (c)
	  	Ten-Percent Stockholders	  	8
	 	 	 (d)
	  	Attribution Rules	  	8
	 	 	 (e)
	  	Outstanding Stock	  	9
			
	 Section 5.
	 	STOCK SUBJECT TO PLAN.	  	9
	 	 	 (a)
	  	Basic Limitation	  	9
	 	 	 (b)
	  	Additional Shares	  	9
			
	 Section 6.
	 	RESTRICTED SHARES	  	9
	 	 	 (a)
	  	Restricted Stock Agreement	  	9
	 	 	 (b)
	  	Payment for Awards	  	9
	 	 	 (c)
	  	Vesting	  	10
	 	 	 (d)
	  	Voting and Dividend Rights	  	10
	 	 	 (e)
	  	Restrictions on Transfer of Shares	  	10
			
	 Section 7.
	 	TERMS AND CONDITIONS OF OPTIONS.	  	10
	 	 	 (a)
	  	Stock Option Agreement	  	10
	 	 	 (b)
	  	Number of Shares	  	10
	 	 	 (c)
	  	Exercise Price	  	10
	 	 	 (d)
	  	Withholding Taxes	  	11
	 	 	 (e)
	  	Exercisability and Term	  	11
	 	 	 (f)
	  	Exercise of Options Upon Termination of Service	  	11
	 	 	 (g)
	  	Effect of Change in Control	  	11
	 	 	 (h)
	  	Leaves of Absence	  	11
	 	 	 (i)
	  	No Rights as a Stockholder	  	12
	 	 	 (j)
	  	Modification, Extension and Renewal of Options	  	12
	 	 	 (k)
	  	Restrictions on Transfer of Shares	  	12
	 	 	 (l)
	  	Buyout Provisions	  	12
			
	 Section 8.
	 	PAYMENT FOR SHARES.	  	12
	 	 	 (a)
	  	General Rule	  	12
	 	 	 (b)
	  	Surrender of Stock	  	12
	 	 	 (c)
	  	Services Rendered	  	12
	 	 	 (d)
	  	Cashless Exercise	  	13
	 	 	 (e)
	  	Exercise/Pledge	  	13
	 	 	 (f)
	  	Promissory Note	  	13
	 	 	 (g)
	  	Other Forms of Payment	  	13
	 	 	 (h)
	  	Limitations under Applicable Law	  	13
			
	 Section 9.
	 	STOCK APPRECIATION RIGHTS.	  	13
	 	 	 (a)
	  	SAR Agreement	  	13
	 	 	 (b)
	  	Number of Shares	  	13

  

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	 	 	 (c)
	  	Exercise Price	  	13
	 	 	 (d)
	  	Exercisability and Term	  	13
	 	 	 (e)
	  	Effect of Change in Control	  	14
	 	 	 (f)
	  	Exercise of SARs	  	14
	 	 	 (g)
	  	Modification or Assumption of SARs	  	14
			
	 Section 10.
	 	STOCK UNITS.	  	14
	 	 	 (a)
	  	Stock Unit Agreement	  	14
	 	 	 (b)
	  	Payment for Awards	  	14
	 	 	 (c)
	  	Vesting Conditions	  	14
	 	 	 (d)
	  	Voting and Dividend Rights	  	15
	 	 	 (e)
	  	Form and Time of Settlement of Stock Units	  	15
	 	 	 (f)
	  	Death of Recipient	  	15
	 	 	 (g)
	  	Creditors’ Rights	  	15
			
	 Section 11.
	 	ADJUSTMENT OF SHARES.	  	15
	 	 	 (a)
	  	Adjustments	  	15
	 	 	 (b)
	  	Dissolution or Liquidation	  	16
	 	 	 (c)
	  	Reorganizations	  	16
	 	 	 (d)
	  	Reservation of Rights	  	16
			
	 Section 12.
	 	LEGAL AND REGULATORY REQUIREMENTS.	  	17
				
	 Section 13.
	 	 	  	WITHHOLDING TAXES.	  	17
	 	 	 (a)
	  	General	  	17
	 	 	 (b)
	  	Share Withholding	  	17
			
	 Section 14.
	 	LIMITATION ON PARACHUTE PAYMENTS.	  	17
	 	 	 (a)
	  	Scope of Limitation.	  	17
	 	 	 (b)
	  	Basic Rule	  	17
	 	 	 (c)
	  	Reduction of Payments	  	18
	 	 	 (d)
	  	Related Corporations	  	18
			
	 Section 15.
	 	NO EMPLOYMENT RIGHTS.	  	18
			
	 Section 16.
	 	DURATION AND AMENDMENTS.	  	18
	 	 	 (a)
	  	Term of the Plan	  	18
	 	 	 (b)
	  	Right to Amend or Terminate the Plan	  	18
	 	 	 (c)
	  	Effect of Amendment or Termination	  	18
			
	 Section 17.
	 	EXECUTION.	  	19

  

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 SYNNEX CORPORATION 
  
 2003 STOCK INCENTIVE PLAN 
  
 SECTION 1. ESTABLISHMENT AND PURPOSE. 
  
 The Plan was adopted by the Board of Directors on September 2, 2003, effective as of the date of the initial offering of Stock to the public pursuant
to a registration statement filed by the Company with the Securities and Exchange Commission, and was amended and restated by the Board of Directors on January 10, 2006. The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants
with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of
restricted shares, stock units, options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights. 
  
 SECTION 2. DEFINITIONS. 
  
 (a) “Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one of more Subsidiaries own not less than 50% of
such entity. 
  
 (b) “Award” shall mean any award
of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan. 
  
 (c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time. 
  
 (d) “Change in Control” shall mean the occurrence of any of the following events: 
  
 (i) A change in the composition of the Board of Directors
occurs, as a result of which fewer than one-half of the incumbent directors are directors who either: 
  
 (A) Had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

  
 (B) Were elected, or nominated for election,
to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously
so approved (the “continuing directors”); or 
  
 (ii) Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or 
  

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 more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart
from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person’s beneficial ownership of any securities of the Company; or 
  
 (iii) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if
persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding
securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or 
  
 (iv) The sale, transfer or other disposition of all or substantially all of the Company’s assets.

  
 For purposes of subsection (d)(i) above, the term
“look-back” date shall mean the later of (1) September 2, 2003 or (2) the date 24 months prior to the date of the event that may constitute a Change in Control. 
  
 For purposes of subsection (d)(ii)) above, the term “person” shall have the same meaning as when used in
Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock. 
  
 Any other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the
state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a Change in Control
shall not be deemed to occur if the Company files a registration statement with the Securities and Exchange Commission for the initial offering of Stock to the public. 
  
 (e) “Code” shall mean the Internal Revenue Code of 1986, as amended. 
  
 (f) “Committee” shall mean the Compensation Committee as
designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof. 
  
 (g) “Company” shall mean SYNNEX Corporation 
  
 (h) “Consultant” shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or an
Affiliate as an independent contractor or a member of the board of directors of a Parent or a Subsidiary who is not an Employee. Service as a Consultant shall be considered Service for all purposes of the Plan. 
  

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 (i) “Disability” shall mean that the Optionee is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment. 
  
 (j) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
  
 (k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 (l) “Exercise Price” shall mean, in the case of an Option,
the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR
Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 
  
 (m) “Fair Market Value” with respect to a Share, shall mean the market price of one Share of Stock, determined by the Committee as
follows: 
  
 (i) If the Stock was traded
over-the-counter on the date in question but was not traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to
the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the Pink Sheets
LLC; 
  
 (ii) If the Stock was traded on The
Nasdaq Stock Market, then the Fair Market Value shall be equal to the last reported sale price quoted for such date by The Nasdaq Stock Market; 
  
 (iii) If the Stock was traded on a United States stock exchange on the date in question, then the Fair Market Value shall be equal to the
closing price reported for such date by the applicable composite-transactions report; and 
  
 (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate. 
  
 In all
cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons. 
  
 (n) “ISO” shall mean an employee incentive stock option described in Section 422 of the Code. 
  
 (o) “Misconduct” shall mean the commission of any act of
fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by the Participant of 
  

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 confidential information or trade secrets of the Company (or any Parent or Subsidiary), or any other intentional
misconduct by the Participant adversely affecting the business or affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company
(or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of the Participant or any other individual in the Service of the Company (or any Parent or Subsidiary). 
  
 (p) “Nonstatutory Option” or “NSO” shall mean an
employee stock option that is not an ISO. 
  
 (q)
“Offeree” shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option). 
  
 (r) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to
purchase Shares. 
  
 (s) “Optionee” shall mean an
individual or estate who holds an Option or SAR. 
  
 (t)
“Outside Director” shall mean a member of the Board of Directors who is not a common-law employee of the Company, a Parent or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan,
except as provided in the second sentence of Section 4(a). 
  
 (u) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date. 

 
 (v) “Participant” shall mean an individual or estate who
holds an Award. 
  
 (w) “Plan” shall mean this
2003 Stock Incentive Plan of SYNNEX Corporation, as amended from time to time. 
  
 (x) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee. 
  
 (y) “Restricted Share” shall mean a Share awarded under the
Plan. 
  
 (z) “Restricted Share Agreement” shall
mean the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares. 
  
 (aa) “SAR” shall mean a stock appreciation right granted under the Plan. 
  
 (bb) “SAR Agreement” shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her SAR. 
  

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 (cc) “Service” shall mean service as an Employee, Consultant or Outside Director.

  
 (dd) “Share” shall mean one share of Stock,
as adjusted in accordance with Section 11 (if applicable). 
  
 (ee) “Stock” shall mean the Common Stock of the Company. 
  
 (ff) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to such Option. 
  
 (gg) “Stock Unit” shall mean a bookkeeping entry
representing the Company’s obligation to deliver one Share (or distribute cash) on a future date in accordance with the terms, conditions and restrictions of a Stock Unit Agreement. 
  
 (hh) “Stock Unit Agreement” shall mean the agreement between the Company and the recipient of a Stock Unit
which contains the terms, conditions and restrictions pertaining to such Stock Unit. 
  
 (ii) “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such
corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 
  
 SECTION 3. ADMINISTRATION. 
  
 (a) Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of the Company,
who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy 
  
 (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify
for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and 
  
 (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for
exemption under Section 162(m)(4)(C) of the Code. 
  
 (b)
Committee for Non-Officer Grants. The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer
the Plan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the
limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. The Board of Directors may also authorize one or more officers of the Company
to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the
total number of Awards that such officers may so award. 
  

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 (c) Committee Procedures. The Board of Directors shall designate one of the members of the
Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all
Committee members, shall be valid acts of the Committee. 
  
 (d)
Committee Responsibilities. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions: 
  

(i) To interpret the Plan and to apply its provisions; 
  
 (ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan; 
  
 (iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of the Plan; 
  
 (iv) To determine when Awards are to be granted under the Plan; 
  
 (v) To select the Offerees and Optionees; 
  
 (vi) To determine the number of Shares to be made subject to each Award; 
  
 (vii) To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price
and Purchase Price, and the vesting or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as
an ISO or as a Nonstatutory Option, and to specify the provisions of the agreement relating to such Award; 
  
 (viii) To amend any outstanding Award agreement, subject to applicable legal restrictions and to the consent of the Participant if the
Participant’s rights or obligations would be adversely affected; 
  
 (ix) To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration; 
  
 (x) To determine the disposition of each Award or other right under the Plan in the event of a
Participant’s divorce or dissolution of marriage; 
  
 (xi) To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business; 
  

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 (xii) To correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or any Award agreement; and 
  
 (xiii) To
take any other actions deemed necessary or advisable for the administration of the Plan. 
  
 Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem
appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Options or other rights under the Plan to persons subject to Section 16 of the Exchange Act. All
decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be liable for any action
that he has taken or has failed to take in good faith with respect to the Plan, any Option, or any right to acquire Shares under the Plan. 
  
 SECTION 4. ELIGIBILITY. 
  
 (a) General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for
the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs. 
  
 (b) Automatic Grants to Outside Directors. 
  
 (i) Each Outside Director who first joins the Board of Directors after the effective date of the Plan, and who was not previously an
Employee, shall receive a Nonstatutory Option, subject to approval of the Plan by the Company’s stockholders, to purchase 25,000 Shares (subject to adjustment under Section 11) on the first business day after his or her election to the
Board of Directors. 
  
 (ii) On the first
business day following the conclusion of each regular annual meeting of the Company’s stockholders after such Outside Director’s appointment or election to the Board of Directors, commencing with the annual meeting occurring after the
adoption of the Plan, each Outside Director who will continue serving as a member of the Board of Directors thereafter shall receive an Option to purchase 5,000 Shares, subject to adjustment under Section 11, provided such Outside Director has
served on the Board of Directors for at least six months. 
  
 (iii) The Exercise Price of all Nonstatutory Options granted to an Outside Director under this Section 4(b) shall be equal to 100% of the Fair Market Value of a Share on the date of grant, payable in one of the
forms described in Section 8(a), (b) or (d). 
  
 (iv) Twenty percent (20%) of the Shares subject to each Option granted under this Section 4(b) shall vest and become exercisable on the first anniversary of the date of grant. The balance of the Shares subject to each Option
(i.e. the remaining eighty percent (80%)) granted under this Section 4(b) shall vest and become exercisable monthly over a four-year period beginning on the day which is one month after the first anniversary of the date of grant, at
a monthly rate of 1.666% of the total number of Shares subject to such Options. 
  

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 (v) Subject to Sections 4(b)(vi) and (vii), all Nonstatutory Options granted to an
Outside Director under this Section 4(e) shall terminate on the day before the tenth anniversary of the date of grant of such Options. 
  
 (vi) If an Outside Director’s Service terminates for any reason, then his or her Options granted under this Section 4(b) shall
expire on the earliest of the following occasions: 
  
 (A) The expiration date determined pursuant to Section 4(b)(v) above; 
  
 (B) The date 12 months after the termination of the Outside Director’s Service, if the termination occurs because of his or her death
or Disability; 
  
 (C) The date of the Outside
Director’s termination of Service, if the termination occurs by reason of his or her Misconduct; or 
  
 (D) The date three months after the termination of the Outside Director’s Service, if the termination occurs for any reason other
than death, Disability or Misconduct. 
  
 The Outside Director
may exercise all or part of his or her Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become vested before his or her Service terminated. The balance of such
Options shall lapse when the Outside Director’s Service terminates. 
  
 (vii) In the event that the Outside Director dies after the termination of his or her Service but before the expiration of his or her Options granted under this Section 4(b), then his or her Options shall expire
on the earlier of the following dates: 
  
 (A)
The expiration date determined pursuant to Section 4(b)(v) above; or 
  
 (B) The date 12 months after his or her death. 
  
 (c) Ten-Percent Stockholders. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant
of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the Code. 
  
 (d) Attribution Rules. For purposes of Section 4(c) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee’s
brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or
beneficiaries. 
  

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 (e) Outstanding Stock. For purposes of Section 4(c) above, “outstanding stock”
shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding options held by the Employee or by any other person. 
  
 SECTION 5. STOCK SUBJECT TO PLAN. 
  
 (a) Basic Limitation. Shares offered under the Plan shall be
authorized but unissued Shares or treasury Shares. Subject to Section 5(b) below, the maximum aggregate number of Options, SARs and Restricted Shares awarded under the Plan shall not exceed the sum of (i) the number of Shares subject to
outstanding options granted under the Company’s 1997 Stock Option/Stock Issuance Plan, Special Executive Stock Option/Stock Issuance Plan and 1993 Stock Option Plan (the “Predecessor Plans”), as of the effective date of the Plan, to
the extent those options expire, terminate or are cancelled for any reason prior to exercise in full, plus (ii) 5,506,649 Shares; provided, however, that such sum shall not exceed 14,111,761 Shares. The limitations of this Section 5(a)
shall be subject to adjustment pursuant to Section 11. All Share amounts set forth in the Plan have been adjusted to give effect to a 2 for 1 reverse stock split of the Stock which was effected on November 12, 2003. The number of Shares
that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of the Plan. 
  
 (b) Additional Shares. If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs
are forfeited or terminate for any other reason before being exercised or settled, as applicable, then the corresponding Shares shall again become available for Awards under the Plan. If Stock Units are settled, then only the number of Shares (if
any) actually issued in settlement of such Stock Units shall reduce the number available under Section 5(a) and the balance shall again become available for Awards under the Plan. If SARs are exercised, then only the number of Shares (if any)
actually issued in settlement of such SARs shall reduce the number available in Section 5(a) and the balance shall again become available for Awards under the Plan. 
  
 SECTION 6. RESTRICTED SHARES 
  
 (a) Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered
into under the Plan need not be identical. 
  
 (b) Payment for
Awards. Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past
services and future services. To the extent that an Award consists of newly issued Restricted Shares, the Award recipient shall furnish consideration with a value not less than the par value of such Restricted Shares in the form of cash, cash
equivalents, or past services rendered to the Company (or a Parent or Subsidiary), as the Committee may determine. 
  

 - 9 - 








 (c) Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall
occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or
retirement or other events. The Committee may determine, at the time of granting Restricted Shares of thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the
Company. 
  
 (d) Voting and Dividend Rights. The holders of
Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 
  
 (e) Restrictions on Transfer of Shares. Restricted Shares shall be
subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares. 
  
 SECTION 7. TERMS AND
CONDITIONS OF OPTIONS. 
  
 (a) Stock Option Agreement.
Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and
conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various
Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation. 
  
 (b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option
and shall provide for the adjustment of such number in accordance with Section 11. Options granted to an Optionee in a single calendar year of the Company shall not cover more than 1,500,000 Shares, except that Options granted to a new Employee
or Consultant in the calendar year of the Company in which his or her Service first commences shall not cover more than 2,500,000 Shares (in each case subject to adjustment in accordance with Section 11). 
  
 (c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(c), and the Exercise Price of an NSO shall not be less 85% of the Fair
Market Value of a Share on the date of grant. Notwithstanding the foregoing, a Stock Option Agreement may specify that the exercise price of an NSO may 
  

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 vary in accordance with a predetermined formula. Subject to the foregoing in this Section 7(c), the Exercise Price
under any Option shall be determined by the Committee at its sole discretion. The Exercise Price shall be payable in one of the forms described in Section 8. 
  
 (d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the
Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option. 
  
 (e) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the
Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for Employees described in
Section 4(c)). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of
the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this
Section 7(e), the Committee at its sole discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire. 
  
 (f) Exercise of Options Upon Termination of Service. Each Stock Option Agreement shall set forth the extent to which
the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service with the Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Optionee’s
estate or any person who has acquired such Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the
Plan, and may reflect distinctions based on the reasons for termination of Service. 
  
 (g) Effect of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option in
the event that a Change in Control occurs with respect to the Company. 
  
 (h) Leaves of Absence. An Employee’s Service shall cease when such Employee ceases to be actively employed by, or a Consultant to, the Company (or any subsidiary) as determined in the sole discretion of the Board of Directors.
For purposes of Options, Service does not terminate when an Employee goes on a bona fide leave of absence, that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service
crediting is required by applicable law. However, for purposes of determining whether an Option is entitled to ISO status, an Employee’s Service will be treated as terminating 90 days after such Employee went on leave, unless such
Employee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves count
toward Service, and when Service terminates for all purposes under the Plan. 
  

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 (i) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights
as a stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in Section 11. 
  
 (j) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new
Options for the same or a different number of Shares and at the same or a different exercise price, or in return for the grant of the same or a different number of Shares. The foregoing notwithstanding, no modification of an Option shall, without
the consent of the Optionee, adversely affect his or her rights or obligations under such Option. 
  
 (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights
of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any general restrictions that may
apply to all holders of Shares. 
  
 (l) Buyout Provisions.
The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based
upon such terms and conditions as the Committee shall establish. 
  
 SECTION 8.
PAYMENT FOR SHARES. 
  
 (a) General Rule. The entire
Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below.

  
 (b) Surrender of Stock. To the extent that a Stock
Option Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. Such Shares shall be valued at their Fair Market Value on
the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Option for financial reporting purposes. 
  
 (c) Services Rendered. At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary prior to the award. If Shares are awarded
without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to meet the requirements of
Section 6(b). 
  

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 (d) Cashless Exercise. To the extent that a Stock Option Agreement so provides, payment may be
made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

  
 (e) Exercise/Pledge. To the extent that a Stock Option
Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the
loan proceeds to the Company in payment of the aggregate Exercise Price. 
  
 (f) Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse
promissory note. However, the par value of the Common Shares being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents. 
  
 (g) Other Forms of Payment. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made in any other
form that is consistent with applicable laws, regulations and rules. 
  
 (h) Limitations under Applicable Law. Notwithstanding anything herein or in a Stock Option Agreement or Restricted Stock Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee
in its sole discretion. 
  
 SECTION 9. STOCK APPRECIATION RIGHTS.

  
 (a) SAR Agreement. Each grant of a SAR under the
Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the
various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation. 
  
 (b) Number of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall
provide for the adjustment of such number in accordance with Section 11. SARs granted to any Optionee in a single calendar year shall in no event pertain to more than 1,500,000 Shares, except that SARs granted to a new Employee or Consultant in
the calendar year of the Company in which his or her Service first commences shall not pertain to more than 2,500,000 Shares. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Section 11.

  
 (c) Exercise Price. Each SAR Agreement shall specify
the Exercise Price. A SAR Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding. 
  
 (d) Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the 
  

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 term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death,
disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. SARs may be awarded in combination with Options, and such an Award may provide that
the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it
will be exercisable only in the event of a Change in Control. 
  
 (e) Effect of Change in Control. The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Common Shares subject to such SAR in the event that a Change in Control
occurs with respect to the Company. 
  
 (f) Exercise of
SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee
shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs
exceeds the Exercise Price. 
  
 (g) Modification or Assumption
of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs
for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, may alter or impair his or her rights or obligations under
such SAR. 
  
 SECTION 10. STOCK UNITS. 
  
 (a) Stock Unit Agreement. Each grant of Stock Units under the Plan
shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the
various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation. 
  
 (b) Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration
shall be required of the Award recipients. 
  
 (c) Vesting
Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for
accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in
the event that a Change in Control occurs with respect to the Company. 
  

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 (d) Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to
settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on
one Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to
distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including without limitation, any forfeiture conditions) as the Stock Units to which they attach. 
  
 (e) Form and Time of Settlement of Stock Units. Settlement of vested
Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in
the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Stock Units
may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11. 
  
 (f) Death of Recipient. Any Stock Units Award that becomes payable
after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form
with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award
recipient, then any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate. 
  
 (g) Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 
  
 SECTION 11. ADJUSTMENT OF SHARES. 
  
 (a) Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend
payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a
spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of: 
  
 (i) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Section 5; 
  

 - 15 - 








 (ii) The limitations set forth in Section 5(a), Section 7(b) and
Section 9(b); 
  
 (iii) The number of NSOs
to be granted to Outside Directors under Section 4(b); 
  
 (iv) The number of Shares covered by each outstanding Option and SAR; 
  
 (v) The Exercise Price under each outstanding Option and SAR; or 
  
 (vi) The number of Stock Units included in any prior Award which has not yet been settled. 
  
 Except as provided in this Section 11, a Participant shall have no rights by reason of
any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class. 
  
 (b) Dissolution or
Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 
  
 (c) Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Awards
shall be subject to the agreement of merger or reorganization. Such agreement shall provide for: 
  
 (i) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; 
  
 (ii) The assumption of the outstanding Awards by the
surviving corporation or its parent or subsidiary; 
  
 (iii) The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards; 
  
 (iv) Full exercisability or vesting and accelerated expiration of the outstanding Awards; or 
  
 (v) Settlement of the full value of the outstanding Awards
in cash or cash equivalents followed by cancellation of such Awards. 
  
 (d) Reservation of Rights. Except as provided in this Section 11, an Optionee or Offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any
other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
  

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 SECTION 12. LEGAL AND REGULATORY REQUIREMENTS. 
  
 Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from)
all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the
Company’s securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. 
  
 SECTION 13. WITHHOLDING TAXES. 
  
 (a) General. To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to
issue any Shares or make any cash payment under the Plan until such obligations are satisfied. 
  
 (b) Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that
otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no
event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the legally required minimum tax withholding. 
  
 SECTION 14. LIMITATION ON PARACHUTE PAYMENTS. 
  
 (a) Scope of Limitation.. This Section 14 shall apply to an Award only if the independent auditors most recently
selected by the Board (the “Auditors”) determine that the after-tax value of such Award to the Optionee or Offeree, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable
to the Optionee or Offeree (including the excise tax under section 4999 of the Code), will be greater after the application of this Section 14 than it was before application of this Section 14. 
  
 (b) Basic Rule. In the event that the Auditors determine that any
payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute
payments” in Section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 14, the “Reduced Amount” shall be the amount,
expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code. 
  

 - 17 - 








 (c) Reduction of Payments. If the Auditors determine that any Payment would be nondeductible by
the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or
her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her
election within 10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election
the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 14, present value shall be determined in accordance with Section 280G(d)(4) of
the Code. All determinations made by the Auditors under this Section 14 shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as
practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him or her under the Plan. 
  
 (d) Related Corporations. For purposes of this Section 14, the term “Company” shall include affiliated corporations to the extent
determined by the Auditors in accordance with Section 280G(d)(5) of the Code. 
  
 SECTION 15. NO EMPLOYMENT RIGHTS. 
  
 No
provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any
person’s Service at any time and for any reason, with or without notice. 
  
 SECTION 16. DURATION AND AMENDMENTS. 
  
 (a)
Term of the Plan. The Plan, as set forth herein, shall terminate automatically on September 1, 2013, and may be terminated on any earlier date pursuant to Subsection (b) below. 
  
 (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall
be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. 
  
 (c) Effect of Amendment or Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or
any amendment thereof, shall not affect Awards previously granted under the Plan. 
  

 - 18 - 








 SECTION 17. EXECUTION. 
  

To record the amendment and restatement of the Plan by the Board of Directors on January 10, 2006, the Company has caused its authorized officer
to execute the same. 
  

			
	SYNNEX Corporation
		
	By	 	  


	 	 	Simon Leung
	 	 	General Counsel and Secretary


  

 - 19 - 








 SYNNEX CORPORATION 
  
 2003 STOCK INCENTIVE PLAN 
  
 NOTICE OF STOCK UNIT AWARD 
  
 You have been granted Stock Units representing shares of Common Stock of Synnex Corporation (the “Company”) on the following terms and pursuant
to such other terms and conditions as are set forth in the Stock Unit Agreement and the Synnex Corporation 2003 Stock Incentive Plan (the “Plan”), both of which are attached to and made a part of this document. Certain capitalized terms
used in this Notice of Stock Unit Award are defined in the Plan. 
  

			
	 Name of Participant:
	  	                                      
                          
		
	 Total Number of Stock Units Granted:
	  	                                      
                          
		
	 Date of Grant:
	  	                        
        ,             
		
	 Vesting Start Date:
	  	                        
        ,             
		
	 Vesting Schedule:
	  	[                        ]

  
 By signing this
document, you acknowledge receipt of a copy of the Plan, and agree that (a) these Stock Units are granted under and governed by the terms and conditions of the Plan and the Stock Unit Agreement; (b) you have carefully read, fully
understand and agree to all of the terms and conditions described in the attached Stock Unit Agreement and the Plan; (c) you understand and agree that the Stock Unit Agreement, including its cover sheet and attachments, constitutes the entire
understanding between you and the Company regarding this Award, and that any prior agreements, commitments or negotiations concerning this Award are replaced and superseded; and (d) you have been given an opportunity to consult legal counsel
with respect to all matters relating to this Award prior to signing this cover sheet and that you have either consulted such counsel or voluntarily declined to consult such counsel. 
  

					
	[NAME OF PARTICIPANT]	 	SYNNEX CORPORATION
			
	  

	 	By:	 	  


			
	  

	 	Its:	 	  


	 Print Name
	 	 	 	 








 SYNNEX CORPORATION 
  
 2003 STOCK INCENTIVE PLAN 
  
 STOCK UNIT AGREEMENT 
  

			
	Payment for Stock Units	  	No payment is required for the Stock Units you receive.
		
	Vesting	  	Subject to the terms and conditions of the Plan and this Stock Unit Agreement (the “Agreement”), your Stock Units vest in accordance with the schedule set forth in the Notice of Stock
Unit Award. In addition, the Stock Units may vest upon such earlier dates as may be specified in any written employment or similar agreement between you and the Company or your actual employer.
		
	Forfeiture	  	 After your Service as an Employee or a Consultant terminates for any reason, vesting of your Stock Units subject to such Award immediately stops and
such Award expires immediately as to the number of Stock Units that are not vested as of the date your Service terminates.
  
 If your Service terminates, then your Stock Units will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the
termination. This means that the Stock Units will immediately be cancelled. You receive no payment for Stock Units that are forfeited.
  
 The Company determines when your Service terminates for this purpose and all purposes under the Plan.

		
	Leaves of Absence	  	 For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if
the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active
work.
  
 If you go on a leave of absence, then the vesting schedule specified in
the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Unit
Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.


  

 -1- 









			
	Nature of Stock Units	  	Your Stock Units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future date. As a
holder of Stock Units, you have no rights other than the rights of a general creditor of the Company.
		
	No Voting Rights or Dividends	  	Your Stock Units carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a stockholder of the Company unless and until your Stock Units are settled
by issuing shares of the Company’s Common Stock. No adjustments will be made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
		
	Stock Units Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any Stock Units. For instance, you may not use your Stock Units as security for a loan.
		
	Settlement of Stock Units	  	 Each of your Stock Units will be settled when it vests[, unless a valid Deferral Election (as defined below) applies to some or all of your Stock
Units].
  
 At the time of settlement, you will receive one share of the
Company’s Common Stock for each vested Stock Unit. However, the Company, in its sole discretion, may substitute an equivalent amount of cash if the distribution of stock is not reasonably practicable due to the requirements of applicable law.
The amount of cash will be determined on the basis of the Fair Market Value of the Company’s Common Stock at the time of settlement.
  
 Notwithstanding the foregoing, but subject to the last sentence of this paragraph, if a settlement date occurs on a date that is not during a “window period,”
then, unless the Company determines otherwise, the settlement date automatically shall be deferred to the first trading day of the first “window period” beginning after such date. In addition, if a settlement date occurs at a time when the
Company reasonably anticipates that its deduction with respect to the payment otherwise would be limited or eliminated by application of Section 162(m) of the Internal Revenue Code (the “Code”), then, unless the Company determines
otherwise, delivery of the shares of Common Stock (or cash) automatically shall be deferred until the first trading day of the first “window period” after the payment would cease to be subject to such limitation or elimination. In no event
shall settlement be delayed pursuant to this paragraph to a date that is more than 2 1/2 months after the end of
the calendar year in which the Stock Unit vests (or, if later, 2 1/2 months after the end of the Company’s
fiscal year in which the Stock Unit vests).


  

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	 	  	 A “window period” means a period designated by the Company during which you are permitted to purchase or sell shares of Common
Stock.
  
 Whenever any Stock Units are to be settled in installments, the number
of Stock Units in any given installment shall be rounded to the nearest whole number to avoid a requirement to deliver a fractional share.

		
	[Deferral Elections]	  	You may elect to defer the settlement of any Stock Units that vest pursuant to this Award in accordance with the rules set forth below and any rules and procedures that may hereafter be adopted
by the Committee. Such elections (“Deferral Elections”) may not extend the settlement of the Stock Unit beyond the earlier of (a) 30 days after the termination of your Service (provided, however, that if you are a “specified
employee” as defined in Section 409A of the Code, your Stock Units may not be settled prior to the six month anniversary of the termination of your separation from service, to the extent required to comply with Section 409A), or (b) the tenth
anniversary of your Vesting Start Date (the “Latest Settlement Date”). Unless otherwise provided by the Committee in accordance with the requirements of Section 409A, Deferral Elections must be in writing, must be received by the Company
at its headquarters no later than 30 days following the Date of Grant, must be irrevocable no later than 30 days following the Date of Grant, and may only relate to Stock Units that vest at least 12 months following the date that the Deferral
Election is made and becomes irrevocable. Notwithstanding the foregoing, if a settlement date (including the Latest Settlement Date) occurs at a time when you are considered by the Company to be one of its “covered employees” within the
meaning of Section 162(m) of the Code, then, to the extent permitted under Section 409A, delivery of the shares of Common Stock (or cash) automatically shall be deferred until the calendar year in which you separate from service (within the meaning
of Section 409A) or, if earlier, the earliest date that the Company reasonably anticipates that the deduction of the payment will not be limited or eliminated pursuant to Section 162(m).
		
	Withholding Taxes and Stock Withholding	  	No stock certificates or cash will be distributed to you unless you have made acceptable arrangements to pay any withholding taxes that may be due in connection with any aspect of this Award,
including the grant, vesting and settlement of the Award. These arrangements may include withholding shares of the Company’s Common Stock that otherwise would be issued to you when the Stock Units are settled if permitted by the Company. The
Fair

  

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	 	  	Market Value of these shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes. You also authorize the Company, or your
actual employer, to satisfy all withholding obligations of the Company or your actual employer from your wages or other cash compensation payable to you by the Company or your actual employer.
		
	Restrictions on Resale	  	By signing this Agreement, you agree not to sell any shares of the Company’s Common Stock issued upon settlement of the Stock Units at a time when applicable laws or Company policies
prohibit a sale. This restriction will apply as long as you are an employee, consultant or director of the Company or a subsidiary of the Company.
		
	No Retention Rights	  	Neither your Award nor this Agreement gives you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to
terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Stock Units covered by this Award may be adjusted pursuant to the Plan.
		
	Beneficiary Designation	  	You may dispose of your Stock Units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been
received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested Stock Units that you hold at the time of your
death.
		
	Amendments Pursuant to Section 409A of the Code	  	You acknowledge that this Agreement and the Plan, or portions thereof, may be subject to Section 409A of the Code, that rules interpreting this Code section may be issued in the future; and that
changes may need to be made to this Agreement to avoid adverse tax consequences under Section 409A. You agree that the Company may amend the Agreement as it deems necessary or desirable to avoid such adverse tax consequences.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).
		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan
constitute the entire understanding between you and the Company regarding

  

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	 	 	this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended only by another written agreement, signed by both
parties.

  
 BY SIGNING THE COVER
SHEET OF THIS AGREEMENT, 
  
 YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS 
  
 DESCRIBED ABOVE AND IN THE PLAN.

  

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