“Code” means the Internal Revenue Code of 1986, as amended.“Committee” means the compensation committee of the Board or another committee of the Boardappointed in accordance with Section 3(a).“Common Stock” means the Company’s common stock, par value $0.001 per share, either currentlyexisting or authorized hereafter.“Continuing Directors*”*means (i) the directors of the Company on the Effective Date, and (ii)each other director if, in each case, such other director’s nomination for election or election tothe Board of Directors of the Company is recommended or approved by at least a majority of the thenContinuing Directors.“Effective Date” means January 1, 2008.“Equity-Based Award” means a right to a payment in shares of Common Stock, or a right to apayment that is based upon or measured by an amount of shares of Common Stock, or a right to apayment that is based upon or measured by the Fair Market Value of Common Stock, as determined bythe Committee.“Exchange Act” means the Securities Exchange Act of 1934, as amended.“Exercise Price” means the price per share of Common Stock, determined by the Committee butsubject to the Plan, at which a Stock Option or a Stock Appreciation Right may be exercised.“Fair Market Value” per share of Common Stock as of a particular date means the closing salesprice per share of the Common Stock as published by the principal national securities exchanges(including but not limited to the NYSE) on the date as of which the determination is made, or ifthere were no sales on such date, the average of the bid and asked prices on such exchange at theclose of trading on such date, or if shares of Common Stock are not then listed on a nationalsecurities exchange on such date, the closing price, or if none, the average of the closing bid andasked prices for the shares of Common Stock in such over-the-counter market at the close of tradingon such date, or if the Common Stock is not traded on a national securities exchange or the overthe counter market, such value of a share of Common Stock on such date as the Committee in itsdiscretion may in good faith determine. The Fair Market Value of any property other than CommonStock shall be the market value of such property as determined by the Committee using such methodsor procedures as it shall establish from time to time.“Incentive Stock Option” means a Stock Option that qualifies as an “incentive stock option”within the meaning of Section 422(b) of the Code.“Non-Employee Director” means a director of the Company who is not an employee of the Companyor its Affiliates.“Permitted Investor” means (i) any person that owns shares of Class B Common Stock of theCompany on the Effective Date; provided, however, that, no person that owns shares of Class BCommon Stock on the Effective Date shall be deemed a Permitted Investor pursuant to the exemptionprovided in this clause (i) once such person no longer holds all or substantially all of suchshares of Class B Common Stock (whether as a result of the conversion of such shares or otherwise);(ii) any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)that a majority of the Continuing Directors shall have approved the acquisition of more than 25% ofthe outstanding Voting Interest by such person or group; provided that such Continuing Directorsapprove such acquisition (1) prior to the date such person or group beneficially owns, directly orindirectly, more than 5% of the Voting Interest, (2) in the case of any holder of more than 5% andless than 10% of the Common Stock on the Effective Date, prior to the date such person or groupbeneficially owns, directly or indirectly, more than 10% of the Voting Interest (or 15% of theVoting Interest if such holder owns more than 10% of the Voting Interest solely as a result of theconversion of all or substantially all of the shares of Class B Common Stock), or (3) in the caseof any holder of more than 10% of the Common Stock on the Effective Date, prior to the date suchperson or group beneficially owns, directly or indirectly, more than 20% of the Voting Interest; or(iii) any employee benefit plan (or any trust forming a part thereof) maintained by the Company orany subsidiary of the Company. Notwithstanding the foregoing, no such person or group shall bedeemed a Permitted Investor if, in connection with the acquisition of theVoting Interest by such person or group, the Voting Interest are no longer listed on a U.S.national securities exchange or the NASDAQ Stock Market.
 
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“Restricted Stock” means the right to receive a number of shares of Common Stock that aresubject to restrictions on transferability and any other restrictions, all as determined by theCommittee.“Restricted Stock Unit” means the right to receive a payment that is valued by reference toCommon Stock, which value may be paid by delivery to the Participant of such property as theCommittee shall determine, including without limitation, cash, Common Stock, other property, or anycombination thereof which right to payment may be subject to such conditions and other limitationsand restrictions, all as determined by the Committee.“Securities Act” means the Securities Act of 1933, as amended.“Stock Appreciation Right” means the right to receive the appreciation in the Fair MarketValue of a specified number of shares of Common Stock, at an Exercise Price and for the term fixedby the Committee in accordance with the Plan, and subject to such other limitations andrestrictions, all as determined by the Committee.“Stock Option” means the right to purchase a number of shares of Common Stock, at an ExercisePrice and for the term fixed by the Committee in accordance with the Plan, and subject to suchother limitations and restrictions, all as determined by the Committee.“Subsidiary” means any Company that is a “subsidiary corporation” within the meaning ofSection 424(f) of the Code with respect to the Company.“Voting Interests” means shares of capital stock issued by the Company, the holders of whichare ordinarily, in the absence of contingencies, entitled to vote for the election of directors ofthe Company, even if the right so to vote has been suspended by the happening of such acontingency.”3. ADMINISTRATION OF THE PLAN.(a) Committee Members: The Plan shall be administered by the Committee appointed bythe Board consisting of two or more of its members who are intended to qualify as “non-employeedirectors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto)and “outside directors” within the meaning of Section 162(m) of the Code, as the Board may fromtime to time designate; provided that no action taken by the Committee (including withoutlimitation grants or Awards) shall be invalidated because any or all of the members of theCommittee fails to satisfy the foregoing requirements of this sentence.(b) Committee Authority: Subject to the provisions of the Plan, the Committee shallhave the exclusive power to select the persons to participate in the Plan, to determine the type,size and terms and conditions of Awards (including, but not limited to, restrictions as totransferability or forfeiture, exercisability or settlement of an Award and waivers oraccelerations thereof, based in each case on such considerations as the Committee shall determine)and all other matters to be determined in connection with any Award to be made to each Participantselected, and to determine the time or times when Awards will be granted or paid. The Committee isauthorized to interpret the Plan, to establish, amend and rescind any rules and regulationsrelating to the Plan, authorize the transfer of Awards and to make any other determinations that itdeems necessary or desirable for the administration of the Plan. The Committee may correct anydefect or supply any omission or reconcile any inconsistency in the Plan in the manner and to theextent the Committee deems necessary or desirable. Any decision of the Committee in theinterpretation and administration of the Plan, as described herein, shall lie within its sole andabsolute discretion and shall be final, conclusive and binding on all parties concerned (including,but not limited to, the Company, its Affiliates, its stockholders and Participants and theirbeneficiaries or successors and their permitted transferees). Notwithstanding anything to thecontrary herein, with respect to Awards granted on or after April 28, 2009, the Committee may not,without the approval of the Company’s stockholders, exercise its discretion to accelerate thevesting, delivery or exercisability of such Awards except in cases relating to the Participant’sdeath, disability or retirement or in the event of a Change in Control of the Company.(c) Grants Outside of the United States: The Committee shall also have the power andauthority to make any adjustments necessary or desirable as a result of the granting of Awards toParticipants located outside the United States, and to adopt, to amend or to rescind subplansrelating to the operation and administration of the Plan outside of the United States in order toaccommodate the local laws, policies, customs, procedures or practices, and accounting, tax orother regulatory standards, or to facilitate the administration of the Plan outside of the UnitedStates, including, but not limited to, the authorityto adopt, to amend or to rescind rules, procedures and subplans that limit or vary: themethods available to exercise Awards; the methods available to settle Awards; the methods availablefor the payment of income taxes, social insurance contributions and employment taxes; theprocedures for withholding on Awards; and the use of stock certificates or other indicia ofownership. The Committee may also adopt rules, procedures or subplans applicable to particularAffiliates or locations.
 
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(d) Grants to Non-Employee Directors: Any Awards to Non-Employee Directors under thePlan shall be made by the Board or a committee of the Board (all of whose members are intended toqualify as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act (or anysuccessor rule thereto)) to whom the Board has delegated its authority (the Board or the committeeto whom it has delegated such authority being referred to herein as the “Board Committee”). Withrespect to Awards to such Non-Employee Directors, all rights, discretion, powers and authoritiesvested in the Committee under the Plan shall instead be exercised by the Board Committee, and allprovisions of the Plan relating to the Committee shall be interpreted in a manner consistent withthe foregoing by treating any such reference as a reference to the Board Committee, it beingintended that no Awards to Non-Employee Directors under the Plan shall be subject to the discretionof management.4. PARTICIPATION. Key employees, officers and Non-Employee Directors of the Companyand its Affiliates, and consultants, advisors and other persons who may perform services for theCompany or its Affiliates shall be eligible to receive Awards under the Plan (the “Participants”).The Committee shall select from among the Participants the persons who shall receive Awardspursuant to the Plan.5. SHARES OF STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section7(a) hereof, the maximum number of shares available for issuance pursuant to Awards granted underthe Plan shall be equal to the sum of: (a) 6,935,000 shares of Common Stock, (b) the number ofshares of Common Stock subject to outstanding awards as of the effective date of the Plan under the1999 Long Term Incentive Plan that on or after the effective date of the Plan cease for any reasonto be subject to such awards (other than by reason of exercise or settlement of the awards to theextent they are exercised for or settled in vested and nonforfeitable shares of Common Stock), and(c) the number of shares of Common Stock surrendered by Participants or retained by the Companyafter the effective date of the Plan to pay all or a portion of the exercise price and/orwithholding taxes relating to any outstanding awards under the 1999 Long-Term Incentive Plan;provided that no more than 4,225,000 shares of Common Stock may be issued pursuant to IncentiveStock Options. Shares of Common Stock to be issued under the Plan may be either authorized butunissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares,including shares acquired by purchase.No Award may be granted if the number of shares of Common Stock to which such Award relates,when added to the number of shares of Common Stock previously issued under the Plan and the numberof shares of Common Stock which may then be acquired pursuant to other outstanding, unexercisedAwards, exceeds the number of shares of Common Stock available for issuance pursuant to the Plan.If any shares of Common Stock subject to an Award are forfeited or such Award is settled in cash orotherwise terminates or is settled for any reason whatsoever without an actual issuance of sharesof Common Stock to the Participant, any shares of Common Stock counted against the number of sharesof Common Stock available for issuance pursuant to the Plan with respect to such Award shall, tothe extent of any such forfeiture, settlement, or termination, again be available for Awards underthe Plan. For this purpose, Awards based upon, or measured by, the value or changes in the valueof shares of Common Stock (whether paid in cash or shares of Common Stock), any shares of CommonStock tendered to or retained by the Company in satisfaction of the participant’s obligation forthe Exercise Price or withholding of taxes, and shares of Common Stock not issued as a result of anet exercise of a Stock Option or net settlement of a Stock Appreciation Right shall not be treatedas shares of Common Stock issued pursuant to the Plan.Awards granted through the assumption of, or substitution for, outstanding awards previouslygranted by a company acquired by the Company or any Affiliate or with which the Company or anyAffiliate combines, shall not reduce the maximum number of Common Stock that may be issued underthe Plan or the maximum number of Common Stock authorized for grant to a Participant in anycalendar year described in Section 6(i).6. AWARDS.(a) General: Awards may be granted as Stock Options, Stock Appreciation Rights,Restricted Stock, Restricted Stock Units and any other Equity-Based Awards determined by theCommittee to be consistent with the purposes of the Plan, all of which shall be granted on theterms and conditions set forth in this Section 6 and such other terms and conditions, notinconsistent therewith, as the Committee shall determine. The Committee shall determine the numberof shares of Common Stock to be issued to a Participant pursuant to an Award, and may grant anyAward either alone, or in conjunction with, another Award, either at the time of grant or byamendment thereafter, or may grant any Awards in the alternative, so that the exercise of one Awardshall result in the forfeiture or, or an adjustment to, another Award.
 
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(b) Vesting, Other Performance Requirements and Forfeiture: In making Awards underthe Plan, the Committee may, on the date of grant or thereafter, (i) specify that the right toexercise, receive, retain and/or transfer such Award or the economic value derived therefrom shallbe conditional upon the fulfillment of specified conditions, including, without limitation,completion of specified periods of service in the employ of the Company or its Affiliates, and/orthe achievement of specified business and/or personal performance goals, and (ii) provide for theforfeiture of all or any portion of any such Awards or the economic value derived therefrom inspecified circumstances. The Committee may also specify by whom and/or in what manner theaccomplishment of any such performance goals shall be determined. Notwithstanding the foregoing,the Committee shall retain full power to accelerate or waive any such condition as it may havepreviously imposed, except as prohibited by Sections 6(f)(i) and 6(g). All Awards shall beevidenced by an Award Agreement, and each Award Agreement shall specify the terms, conditions,restrictions and limitations applicable to such Award.(c) Term of Awards: The term of each Award shall, except as otherwise providedherein, be for such period as may be determined by the Committee; provided, however, that in noevent shall the term of any Award exceed a period of ten years from the date of grant of the Award.The Committee may establish the extent to which the term of an Award shall continue or terminatein the event the Participant terminates employment or the performance of services, including as aresult of death or disability.(d) Stock Options: The Committee may grant Stock Options to Participants on thefollowing terms and conditions:(i) Stock Options granted may include Incentive Stock Options and Stock Options thatare not Incentive Stock Options; provided that Incentive Stock Options may only begranted to key employees and officers of the Company and its Subsidiaries. A StockOption granted under the Plan that was intended to qualify as an Incentive StockOption but fails or ceases to qualify as an Incentive Stock Option for any reasonshall still constitute a Stock Option under the Plan.(ii) The term of any Stock Option shall be determined by the Committee, but in noevent shall any Stock Option be exercisable more than ten years after the date onwhich it was granted.(iii) The Exercise Price of any Stock Option shall be determined by the Committee atthe time the Stock Option is granted, but the Exercise Price per share shall not beless than 100 percent of the Fair Market Value of a share of Common Stock on the datethe Stock Option is granted, except for Stock Options granted through the assumptionof, or substitution for, outstanding awards previously granted by a company acquiredby the Company or any Affiliate, or with which the Company or any Affiliate combines.Notwithstanding any other provision of the Plan, unless such action is approved bythe Company’s stockholders or is in connection with a corporate transaction involvingthe Company (including, without limitation, any stock dividend, stock split,extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,split-up, spin-off, combination, exchange of shares or a change in control), theExercise Price of any outstanding Stock Option may not be reduced (except pursuant toSection 7), nor may a Stock Option be cancelled in exchange for cash, other Awards,or a new Stock Option granted in consideration therefore (whether for the same or adifferent number of shares) having a lower Exercise Price than the Exercise Price ofthe Stock Option cancelled.(iv) Upon exercise of a Stock Option, the Exercise Price shall be payable to theCompany in cash, or, at the discretion of the Committee, in shares of Common Stockvalued at the Fair Market Value thereof on the date provided by the Committee in theAward Agreement for payment, or in a combination of cash and shares of Common Stock.The Company may, if the Committee so determines, accept the surrender by aParticipant, or the personal representative of a Participant, of a Stock Option, inconsideration of a payment by the Company equal to the difference obtained bysubtracting the aggregate Exercise Price from the aggregate Fair Market Value of theCommon Stock covered by the Stock Option on the date of such surrender, such paymentto be in cash, or, if the Committee so provides, in shares of Common Stock valued atFair Market Value on the date of such surrender, or partly in shares of Common Stockand partly in cash. The Participant may, subject to procedures satisfactory to theCommittee (and to the extent permitted by applicable law), effect such surrender bypresenting proof of record ownership of such Common Stock, or, to the extentpermitted by the Committee, beneficial ownership of such Common Stock, in which casethe Company shall treat the Stock Option as exercised without further payment andshall withhold such number of shares of Common Stock from the shares of Common Stockacquired by the exercise of the Stock Option.
 
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(e) Stock Appreciation Rights: The Committee may grant Stock Appreciation Rights toParticipants on the following terms and conditions:(i) The per-share Exercise Price of Stock Appreciation Right shall be determined bythe Committee at the time the Stock Appreciation Right is granted, but the ExercisePrice per share shall not be less than 100 percent of the Fair Market Value of ashare of Common Stock on the date the Stock Appreciation Right was granted, exceptfor Stock Appreciation Rights granted through the assumption of, or substitution for,outstanding awards previously granted by a company acquired by the Company or anyAffiliate, or with which the Company or any Affiliate combines; provided, however,that if the Stock Appreciation Right is granted in tandem with, but subsequent to, aStock Option the Stock Appreciation Right Stock shall have a per-share Exercise Pricenot less than the Exercise Price of the Stock Option to which the Stock AppreciationRight is granted in tandem (so that the exercise of the Stock Appreciation Rightshall result in the forfeiture or, or an adjustment to, the related Stock Option).Notwithstanding any other provision of the Plan, unless such action is approved bythe Company’s stockholders or is in connection with a corporate transaction involvingthe Company (including, without limitation, any stock dividend, stock split,extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,split-up, spin-off, combination, exchange of shares or a change in control), theExercise Price of any outstanding Stock Appreciation Right may not be reduced (exceptpursuant to Section 7), nor may a Stock Appreciation Right be cancelled in exchangefor cash, other Awards, or a new Stock Appreciation Right granted in considerationtherefore (whether for the same or a different number of shares) having a lowerExercise Price than the Exercise Price of the Stock Appreciation Right cancelled.(ii) The Committee shall determine the number of Common Shares to be subject to eachAward of Stock Appreciation Rights. The number of shares of Common Stock subject toan outstanding Award of Stock Appreciation Rights may be reduced on a share-for-shareor other appropriate basis, as determined by the Committee, to the extent that CommonStock under such Award of Stock Appreciation Rights are used to calculate the cash,Common Stock or property or other forms of payment, or any combination thereof,received pursuant to exercise of a Stock Option attached to such Award of StockAppreciation Rights, or to the extent that any other Award granted in conjunctionwith such Award of Stock Appreciation Rights is paid.(f) Restricted Stock: The Committee may grant Restricted Stock to Participants on thefollowing terms and conditions:(i) Restricted Stock shall be subject to such restrictions on transferability andother restrictions, if any, as the Committee may impose at the date of grant orthereafter, which restrictions, if any, may lapse separately or in combination atsuch times, under such circumstances (including, without limitation, upon achievementof performance criteria if deemed appropriate by the Committee), in suchinstallments, or otherwise, as the Committee may determine; provided, however, thatwith respect to Restricted Stock granted on or after April 28, 2009, no restrictionrelating to the vesting of such Restricted Stock that is based upon specifiedperformance goals shall be based on a performance period of less than one year, andno restriction that is based upon continued employment or the passage of time aloneshall provide for vesting of Restricted Stock more rapidly than in equal installmentsover three years from the date the Restricted Stock is granted, in each case except(A) upon the death, disability or retirement of the Participant, (B) as may berequired under terms in effect prior to April 28, 2009 of a Participant’s employmentagreement, (C) upon a Change in Control, (D) for Restricted Stock granted toNon-Employee Directors and (E) up to 345,000 shares of Common Stock that may begranted to Participants other than Non-Employee Directors as Restricted Stock orRestricted Stock Units without any minimum vesting period. Except to the extentrestricted under the Award Agreement relating to the Restricted Stock, a Participantgranted Restricted Stock shall have all of the rights of a shareholder, including,without limitation, the right to vote Restricted Stock and the right to receivedividends (whether in cash or in shares of Common Stock) thereon, except that anydividends received with respect to Restricted Stock granted on or after April 28,2009 shall be subject to the same restrictions as the Restricted Stock in respect ofwhich the dividends were received.(ii) Except as otherwise determined by the Committee, at the date of grant orthereafter, upon termination of employment prior to specific vesting dates, shares ofRestricted Stock (and any dividends) that are at that time subject to restrictionsshall be forfeited.(iii) Restricted Stock granted under the Plan may be evidenced in such manner as theCommittee shall determine. If certificates representing Restricted Stock areregistered in the name of the Participant, such certificates shall bear anappropriate legend referring to the terms, conditions, and restrictions applicable tosuch Restricted Stock, and, if the Committee so determines, the Company shall retainphysical possession of the certificate representing such Restricted Stock (whether ornot vested).
 
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(g) Restricted Stock Units: The Committee may grant Restricted Stock Units toParticipants. Restricted Stock Units shall vest and/or become payable to a Participant upon theachievement of specified performance goals, after a specified period of continued employment withthe Company or its Affiliates, or both, as the Committee may impose at the date of grant orthereafter, which vesting may occur in whole or in part or in combination at such times, under suchcircumstances, as the Committee may determine; provided, however, that with respect to RestrictedStock Units granted on or after April 28, 2009, the vesting of such Restricted Stock Units that isbased upon the achievement of specified performance goals shall be based on a performance period ofnot less than one year, and no condition that is based upon continued employment or the passage oftime alone shall provide for vesting of the Restricted Stock Units more rapidly than in equalinstallments over three years from the date the Restricted Stock Units were granted, in each caseexcept (A) upon the death, disability or retirement of the Participant, (B) as may be requiredunder terms in effect prior to April 28, 2009 of a Participant’s employment agreement, (C) upon aChange in Control, (D) for Restricted Stock Units granted to Non-Employee Directors and (E) up to345,000 shares of Common Stock that may be granted to Participants other than Non-EmployeeDirectors as Restricted Stock or Restricted Stock Units without any minimum vesting period.Settlement of Restricted Stock Units shall be made in cash or shares of Common Stock or anycombination thereof, as determined by the Committee.(h) Other Equity-Based Awards: The Committee, subject to limitations under applicablelaw, may grant to Participants Equity-Based Awards, in addition to those provided in Sections 6(d),(e), (f), and (g) hereof, as deemed by the Committee to be consistent with the purposes of thePlan, as or in substitution for any right of a Participant to receive a payment under any otherplan or bonus award of compensation, whether of cash, property or shares of Common Stock, from theCompany or an Affiliate.(i) Certain Qualifying Awards: The Committee, in its sole discretion, may grant anAward to any Participant with the intent that such Award qualifies as “performance-basedcompensation” under Section 162(m) of the Code (a “Qualifying Award”). The right to receive orretain any Award granted as a Qualifying Award (other than a Stock Option or a Stock AppreciationRight) shall be conditional upon the achievement of specified performance goals during a calendaryear or such other period (a “Performance Period”) as may be established by the Committee.Performance goals shall be established in writing by the Committee prior to the beginning of eachPerformance Period, or at such other time no later than such time as is permitted by the applicableprovisions of the Code. Such performance goals, which may vary from Participant to Participant andAward to Award, shall be based upon the attainment of specific amounts of, or increases in, one ormore of the following: the Fair Market Value of Common Stock, dividends per share, revenues,operating income, cash flow, earnings before or after income taxes, net income, stockholders’equity, return on equity, book value per share, expense management, return on investment,improvements in capital structure, profitability of an identifiable business unit or product,maintenance or improvement of profit margins, and operating efficiency or strategic businessobjectives consisting of one or more objectives based on meeting specified cost targets, businessrestructurings, business expansion goals or goals relating to acquisitions or divestitures, allwhether applicable to the Company or any relevant Affiliate or other business unit or entity inwhich the Company has a significant investment, or any combination thereof as the Committee maydeem appropriate. Each performance goal may be expressed on an absolute and/or relative basis, maybe based on, or otherwise employ, comparisons based on internal targets, the past performance ofthe Company or any Affiliate and/or the past or current performance of other companies, may providefor the inclusion, exclusion or averaging of specified items in whole or in part, such asre-structuring charges, types of expenses, realized gains or losses on strategic investments,discontinued operations, extraordinary items, accounting changes, and unusual or nonrecurringitems, and, in the case of earnings-based measures, may use or employ comparisons relating tocapital, shareholders’ equity and/or shares outstanding, assets or net assets. Prior to thepayment of any Award granted as a Qualifying Award, the Committee shall certify in writing that theperformance goals were satisfied. The amount of the Qualifying Award actually paid to aParticipant at the discretion of the Committee may be less, but shall not be more, than the amountdetermined by the applicable performance goal formula. The maximum number of shares of CommonStock with respect to which Qualifying Awards may be granted to any Participant in any calendaryear (whether such Qualifying Awards are paid in Common Stock or a payment with respect to, orvalued by reference to such Common Stock) shall be 1,000,000 shares of Common Stock, subject toadjustment as provided in Section 7(a) hereof.
 
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(j) Form, Time and Deferral of Payments: Awards may be paid in such forms as theCommittee shall determine, including, without limitation, cash, shares of Common Stock, otherAwards (including, by way of illustration and not by way of limitation, as Restricted Stock), orother property. At the time the Committee grants each Award under the Plan, the Committee shallspecify the time (which time may be a specific date or event, or the time of the satisfaction ofanyperformance goals or other condition imposed by the Committee) of the payment of the Award.The Committee, whether at the time of grant of an Award or at any time thereafter prior to payment,exercise or settlement, may permit (subject to the requirements of applicable law and Sections162(m) and 409A of the Code and any conditions as the Committee may from time to time establish) aParticipant to elect to defer receipt of all or any portion of any payment of an Award that wouldotherwise be due to such Participant in payment or settlement of an Award under the Plan.Deferrals shall be for such periods and upon such other terms as the Committee may determine, allof which terms (including the amount (or methods for determining the amount) of the deferralspayable (which may include, without limitation, provisions for the payment or crediting ofreasonable interest in respect of deferred payments credited in cash, and the payment or creditingof dividends in respect of deferred amounts credited in Common Stock equivalents), the time whensuch deferrals shall be payable and conditions of, and any limitations or changes to, suchelections) shall be set forth in the Award Agreement, which terms shall comply with therequirements of Section 409A of the Code and, in the case of any Qualifying Award, shall complywith the requirements of Section 162(m) of the Code. The Committee’s procedures may provide thatsuch payment, exercise or settlement shall be in a lump sum or in installments over such period asthe Committee in its discretion may allow and may require that, notwithstanding a Participant’selection, payment, exercise of settlement of an Award shall be made upon, or deferred until aspecified period after, a Participant’s death or disability, termination of employment or otherevent.(k) Change of Control: If a Change in Control shall occur, then the Committee mayprovide for any one or more of the following: (i) the acceleration or extension of time periodsfor purposes of exercising, vesting in, or realizing gain from any Award, the lapsing of anyrestrictions, risks of forfeiture or other similar limitations, and the deemed satisfaction of anyperformance conditions (including those applicable to Qualifying Awards), to the extent, as of adate, and subject to such other terms and conditions as determined by the Committee; (ii) any orall Awards shall terminate and each Participant shall receive a payment in exchange for thetermination of such Award in any amount equivalent to the amount, and in the form, the Participantwould have received if the Award were then payable and/or the Participant had been able to receivethe same as holders of Common Stock in respect of the net shares of Common Stock that could be paidpursuant to the Award; and/or (iii) the issuance of substitute Awards that will substantiallypreserve the otherwise applicable terms of any affected Awards previously granted hereunder;provided, however, that the Committee shall not take any action with respect to any Award if theeffect of such action would be to cause all or any part of the Award to be subject to the increasedtax in Section 409A(a)(1)(B)(i) of the Code.7. DILUTION AND OTHER ADJUSTMENTS.(a) Changes in Capital Structure: In the event of any corporate transaction involvingthe capital structure of the Company, including, without limitation, any stock dividend, stocksplit, reverse stock split, spin-off, split-off, recapitalization, rights offering, capitalreorganization, reclassification of shares of Common Stock, merger, consolidation, distributions toshareholders other than regular cash dividend distributions, or sale, lease or transfer ofsubstantially all of the assets of the Company or other transaction similar to the foregoing, theBoard shall make such equitable adjustments as it may deem appropriate in the Plan and the Awardsthereunder, including, without limitation, an adjustment in (i) the total number of shares ofCommon Stock which may thereafter be issued pursuant to Awards under the Plan and the maximumnumber of shares of Common Stock that may be issued pursuant to Stock Options intended to qualifyas Incentive Stock Options pursuant to Section 5 hereof, (ii) the number of shares of Common Stockwith respect to which Qualifying Awards may be granted to any Participant in any calendar yearunder Section 6(i) hereof, and (iii) the Exercise Price, base price or other price or value at thetime of grant relating to any Award. Moreover, in the event of any such transaction, the Board mayprovide in substitution for any or all outstanding Awards under the Plan such alternativeconsideration as it may in good faith determine to be equitable under the circumstances and mayrequire in connection therewith the surrender of all Awards so replaced. Agreements evidencingAwards may include such provisions as the Committee may deem appropriate with respect to theadjustments to be made to the terms of such Awards upon the occurrence of any of the foregoingevents.(b) Limits on Discretion to Make Adjustments: Notwithstanding any provision of thisSection 7 to the contrary, no adjustment shall be made (i) in any outstanding Qualifying Awards tothe extent that such adjustment would adversely affect the status of that Qualifying Award as“performance-based compensation” under Section 162(m) of the Code, and (ii) with respect to anyAward if the effect of such adjustment or other action would be to cause all or any part of theAward to be subject to the increased tax in Section 409A(a)(1)(B)(i) of the Code.8. MISCELLANEOUS PROVISIONS.(a) Right to Awards: No employee, officer, consultant, advisor or other person who isor could be a Participant shall have any claim or right to be granted any Award under the Plan.
 
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(b) Rights as Stockholders: A Participant shall have no rights as a holder of CommonStock by reason of Awards under the Plan, unless and until the book entry is made or thecertificate for the shares of Common Stock are issued to the Participant.(c) No Assurance of Employment; Termination: Neither the Plan nor any action takenthereunder shall be construed as giving any Non-Employee Director, employee, officer, consultant,advisor or other person who is or could be a Participant any right to be to be nominated forelection by the Company’s stockholders, or retained in the employ of, or have the right to provideservices to, the Company or any Affiliate. The Committee shall determine under what circumstancesor when a Participant has terminated employment with, or ceased to perform services for, theCompany and its Affiliates; provided, however, that transfers between the Company and an Affiliateor between Affiliates, and approved leaves of absence shall not be deemed such a termination.(d) Costs and Expenses: All costs and expenses incurred in administering the Planshall be borne by the Company.(e) Unfunded Plan: The Plan shall be unfunded. The Company shall not be required toestablish any special or separate fund nor to make any other segregation of assets to assure thepayment of any Award under the Plan.(f) Withholding Taxes: The Company is authorized to withhold from any Award grantedand any payment relating to an Award under the Plan, including from a distribution of Common Stockor any payroll or other payment to a Participant, amounts of withholding and other taxes due inconnection with any transaction involving an Award, and to take such other action as the Committeemay deem advisable to enable the Company and Participants to satisfy obligations for the payment ofwithholding taxes and other tax obligations relating to any Award. This authority shall includeauthority to withhold or receive shares of Common Stock or other property, to make payment of anAward net of a Participant’s withholding taxes and other tax obligations, and to make cash paymentsin respect thereof in satisfaction of a Participant’s tax obligations. Withholding of taxes in theform of shares of Common Stock issued pursuant to an Award (including any net payments) shall notoccur at a rate that exceeds the minimum required statutory federal and state withholding rates.(g) Limits on Transferability: No Awards under the Plan nor any rights or intereststherein shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien,obligation, or liability of a Participant to, any party, other than the Company or any Affiliate,nor shall such Awards or any rights or interests therein be assignable or transferable by therecipient thereof except, in the event of the recipient’s death, to his designated beneficiary ashereinafter provided, or by will or the laws of descent and distribution. During the lifetime ofthe recipient, Awards under the Plan requiring exercise shall be exercisable only by such recipientor by the guardian or legal representative of such recipient. Notwithstanding the foregoing, theCommittee in its discretion, may provide that Awards granted pursuant to the Plan (other than aStock Option granted as an Incentive Stock Option) may be transferable without consideration undersuch terms and conditions as the Committee shall determine; provided that in each such case, theAwards so transferred remain subject to the provisions (including provisions as to exercise orforfeiture and on transferability) as are set forth in the Plan and the Award Agreement relating tothe Award so transferred.(h) Beneficiary: Any payments on account of Awards under the Plan to a deceasedParticipant shall be paid to such beneficiary as has been designated by the Participant in writingto the Company or, in the absence of such designation, according to the Participant’s will or thelaws of descent and distribution.(i) No Fractional Shares: No fractional shares of Common Stock shall be issued ordelivered pursuant to the Plan or any Award. In the case of Awards to Participants, the Committeeshall determine whether cash or other property shall be issued or paid in lieu of such fractionalshares, or whether such fractional shares or any rights thereto shall be cancelled, forfeited orotherwise eliminated.(j) Compliance with Legal Requirements: No Common Stock will be issued or transferredpursuant to an Award unless and until all then applicable requirements imposed by Federal and statesecurities and other laws, rules regulations and by any regulatory agencies having jurisdiction,and by any exchanges upon which the Common Stock may be listed, have been fully met. As acondition precedent to the issuance of shares of Common Stock pursuant to the grant or exercise ofan Award, the Company may require the Participant to take any reasonable action deemed necessary orappropriate to meet such requirements. The Committee may impose such conditions on any CommonStock issuable under the Plan as it deems advisable, including, without limitation, restrictionsunder the Securities Act, under the requirements of any exchange upon which the shares of CommonStock are then listed and under any blue sky or other securities laws applicable to the shares ofCommon Stock. The Committee may also require the Participant to represent and warrant at the timeof issuance or transferthat the shares of Common Stock are being acquired only for investment purposes and withoutany current intention to sell of distribute such shares of Common Stock.
 
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(k) Discretion: In exercising, or declining to exercise, any grant of authority ordiscretion hereunder, the Committee may consider or ignore such factors or circumstances and mayaccord such weight to such factors and circumstances as the Committee alone and in its solejudgment deems appropriate and without regard to the effect such exercise, or declining to exercisesuch grant of authority or discretion, would have upon the affected Participant, any otherParticipant, any employee, officer, consultant, advisor or other person who is or could be aParticipant, the Company, any Affiliate, any stockholder or any other person. The Committee aloneshall have the authority and discretion to exercise or decline to exercise any authority or to makeany determination to be made under the Plan.(l) Termination of Employment or other Retention with the Company: For all purposesunder the Plan, the Committee shall determine whether a Participant has terminated employment withor whether the performance of services for the Company and its Affiliates has terminated; provided,however, that transfers between the Company and an Affiliate or between Affiliates, and approvedleaves of absence shall not be deemed such a termination.9. AMENDMENT OR TERMINATION OF THE PLAN. The Board, without the consent of anyParticipant, may at any time terminate or from time to time amend the Plan in whole or in part;provided, however, that, subject to Section 7 hereof, no such action shall materially and adverselyaffect any rights or obligations with respect to any Awards theretofore made under the Plan; andprovided, further, that no amendment, without approval of the holders of Common Stock by anaffirmative vote of a majority of the shares of Common Stock voted thereon in person or by proxy,shall be made to (i) increase the aggregate number of shares subject to the Plan (other thanincreases pursuant to Section 7 hereof), (ii) extend the maximum term of Awards under the Plan orthe Plan itself, (iii) decrease the Exercise Price of Stock Options granted under the Plan or theExercise Price of Stock Appreciation Rights granted under the Plan (other than decreases pursuantto Section 7 hereof) to less than the Fair Market Value of Common Stock at the time of grant, or(iv) make any other change that materially alters the Plan that would require stockholder approvalunder any regulatory requirement applicable to the Plan (including as necessary to comply with anyapplicable stock exchange listing requirement). Subject to Section 7 hereof, with the consent ofthe Participants affected, the Committee may amend outstanding Award Agreements in any manner notinconsistent with the terms of the Plan; provided, however, that if the Committee determines thatthere have occurred or are about to occur significant changes in the Participant’s position, dutiesor responsibilities, or significant changes in economic, legislative, regulatory, tax, accountingor cost/benefit conditions which are determined by the Committee to have or to be expected to havea significant effect on the performance of the Company, or any Affiliate, division or departmentthereof, on the Plan or on any Award under the Plan, the Committee, without the consent of theParticipant, may make such changes in a Participant’s Award Agreement as are appropriate under thecircumstances.10. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective when adopted bythe Board, provided that the Plan is approved by the stockholders of the Company at the annualmeeting of stockholders next following the adoption of the Plan by the Board, and no Award shallbecome exercisable, realizable or vested prior to such annual meeting. If the Plan is not soapproved by the stockholders at the next annual meeting, all Awards theretofore granted shall benull and void. The Plan shall terminate at the close of business on the tenth anniversary of thedate the Plan was adopted by the Board, unless sooner terminated by action of the Board. No Awardmay be granted hereunder after termination of the Plan, but such termination of the Plan shall notaffect the validity of any Award then outstanding or any authority granted to the Committed underthe Plan.11. RECOUPMENT. If (i) any Award is paid, vests or becomes exercisable in accordancewith the Plan on the basis of financial results achieved by the Company, (ii) the Company issubsequently required to restate its financial statement resulting in such financial results beingreduced such that the Award would not have been paid, vest or become exercisable (or would havebeen paid, vest or become exercisable as to a lesser amount), and (iii) the Participant receivingsuch Award had actual knowledge of the circumstances requiring the restatement, then, suchParticipant may have the Award reduced to the level, if any, that in the Committee’s sole judgmentwould have been earned on the basis of the revised financial statements. Award Agreements mayrequire the Participant receiving the Award, as a condition to the receipt of the Award, to agreethat the Award may be reduced pursuant to this Section 11, and the Company shall be entitled toseek recovery from the Participant, as it deems appropriate under the circumstances, in the bestinterest of the Company and as permitted by law.12. LAW GOVERNING. The validity and construction of the Plan and any Award Agreementsentered into thereunder shall be governed by the laws of the State of Delaware without givingeffect to principles of conflict of laws, except as otherwise provided in any Award Agreement.
 
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