exv10w2






Exhibit 10.2




RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN



(As Adopted May 26, 2010)



 









 







RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN




	 	 	 	 	 
	ARTICLE I ESTABLISHMENT, PURPOSE AND DURATION
	 	 	1	 
	1.1 Establishment
	 	 	1	 
	1.2 Purpose of the Plan
	 	 	1	 
	1.3 Duration of Plan
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 “Affiliate”
	 	 	1	 
	2.2 “Annual Cash Incentive Award”
	 	 	1	 
	2.3 “Authorized Shares”
	 	 	2	 
	2.4 “Award”
	 	 	2	 
	2.5 “Award Agreement”
	 	 	2	 
	2.6 “Beneficial Owner”
	 	 	2	 
	2.7 “Board”
	 	 	2	 
	2.8 “Cash-Based Award”
	 	 	2	 
	2.9 “Code”
	 	 	2	 
	2.10 “Committee”
	 	 	2	 
	2.11 “Company”
	 	 	2	 
	2.12 “Corporate Change”
	 	 	2	 
	2.13 “Covered Employee”
	 	 	2	 
	2.14 “Director”
	 	 	2	 
	2.15 “Disability”
	 	 	2	 
	2.16 “Dividend Equivalent”
	 	 	3	 
	2.17 “Effective Date”
	 	 	3	 
	2.18 “Employee”
	 	 	3	 
	2.19 “Exchange Act”
	 	 	3	 
	2.20 “Fair Market Value”
	 	 	3	 
	2.21 “Fiscal Year”
	 	 	3	 
	2.22 “Freestanding SAR”
	 	 	3	 
	2.23 “Holder”
	 	 	4	 
	2.24 “Incentive Stock Option” or “ISO”
	 	 	4	 
	2.25 “Insider”
	 	 	4	 
	2.26 “Mature Shares”
	 	 	4	 
	2.27 “Minimum Statutory Tax Withholding Obligation”
	 	 	4	 
	2.28 “Nonqualified Stock Option” or “NQSO”
	 	 	4	 
	2.29 “Option”
	 	 	4	 
	2.30 “Option Price”
	 	 	4	 
	2.31 “Other Stock-Based Award”
	 	 	4	 
	2.32 “Parent Corporation”
	 	 	4	 
	2.33 “Performance-Based Compensation”
	 	 	4	 
	2.34 “Performance Goals”
	 	 	4	 
	2.35 “Performance Stock Award”
	 	 	4	 
	2.36 “Performance Unit Award”
	 	 	4	 
	2.37 “Period of Restriction”
	 	 	4	 
	2.38 “Permissible under Section 409A”
	 	 	5	 
	2.39 “Plan”
	 	 	5	 
	2.40 “Restricted Stock”
	 	 	5	 
	2.41 “Restricted Stock Award”
	 	 	5	 






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	2.42 “RSU”
	 	 	5	 
	2.43 “RSU Award”
	 	 	5	 
	2.44 “SAR”
	 	 	5	 
	2.45 “Section 409A”
	 	 	5	 
	2.46 “Separation from Service”
	 	 	5	 
	2.47 “Stock”
	 	 	5	 
	2.48 “Subsidiary Corporation”
	 	 	5	 
	2.49 “Substantial Risk of Forfeiture”
	 	 	5	 
	2.50 “Tandem SAR”
	 	 	5	 
	2.51 “Ten Percent Stockholder”
	 	 	5	 
	2.52 “Third Party Service Provider”
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III ELIGIBILITY
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV GENERAL PROVISIONS RELATING TO AWARDS
	 	 	6	 
	 
	 	 	 	 
	4.1 Authority to Grant Awards
	 	 	6	 
	4.2 Shares That Count Against Limit
	 	 	7	 
	4.3 Non-Transferability
	 	 	7	 
	4.4 Requirements of Law
	 	 	7	 
	4.5 Changes in the Company’s Capital Structure
	 	 	8	 
	4.6 Election Under Section 83(b) of the Code
	 	 	10	 
	4.7 Forfeiture for Cause
	 	 	10	 
	4.8 Forfeiture Events
	 	 	11	 
	4.9 Award Agreements
	 	 	11	 
	4.10 Amendments of Award Agreements
	 	 	11	 
	4.11 Rights as Stockholder
	 	 	11	 
	4.12 Issuance of Shares of Stock
	 	 	11	 
	4.13 Restrictions on Stock Received
	 	 	11	 
	4.14 Compliance With Section 409A
	 	 	11	 
	4.15 Date of Grant
	 	 	12	 
	4.16 Source of Shares Deliverable Under Awards
	 	 	12	 
	 
	 	 	 	 
	ARTICLE V OPTIONS
	 	 	12	 
	 
	 	 	 	 
	5.1 Authority to Grant Options
	 	 	12	 
	5.2 Type of Options Available
	 	 	12	 
	5.3 Option Agreement
	 	 	12	 
	5.4 Option Price
	 	 	12	 
	5.5 Duration of Option
	 	 	12	 
	5.6 Amount Exercisable
	 	 	13	 
	5.7 Exercise of Option
	 	 	13	 
	5.8 Transferability—Incentive Stock Options
	 	 	14	 
	5.9 Notification of Disqualifying Disposition
	 	 	14	 
	5.10 No Rights as Stockholder
	 	 	15	 
	5.11 $100,000 Limitation on ISOs
	 	 	15	 
	5.12 Separation from Service
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VI STOCK APPRECIATION RIGHTS
	 	 	15	 
	 
	 	 	 	 
	6.1 Authority to Grant SAR Awards
	 	 	15	 
	6.2 Type of Stock Appreciation Rights Available
	 	 	15	 
	6.3 General Terms
	 	 	15	 






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	6.4 SAR Agreement
	 	 	15	 
	6.5 Term of SAR
	 	 	16	 
	6.6 Exercise of Freestanding SARs
	 	 	16	 
	6.7 Exercise of Tandem SARs
	 	 	16	 
	6.8 Payment of SAR Amount
	 	 	16	 
	6.9 Separation from Service
	 	 	16	 
	6.10 Nontransferability of SARs
	 	 	16	 
	6.11 No Rights as Stockholder
	 	 	16	 
	6.12 Restrictions on Stock Received
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VII RESTRICTED STOCK AWARDS
	 	 	17	 
	 
	 	 	 	 
	7.1 Restricted Stock Awards
	 	 	17	 
	7.2 Restricted Stock Award Agreement
	 	 	17	 
	7.3 Holder’s Rights as Stockholder
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VIII RESTRICTED STOCK UNIT AWARDS
	 	 	17	 
	 
	 	 	 	 
	8.1 Authority to Grant RSU Awards
	 	 	17	 
	8.2 RSU Award
	 	 	18	 
	8.3 RSU Award Agreement
	 	 	18	 
	8.4 Dividend Equivalents
	 	 	18	 
	8.5 Form of Payment Under RSU Award
	 	 	18	 
	8.6 Time of Payment Under RSU Award
	 	 	18	 
	8.7 Holder’s Rights as Stockholder
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IX PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS
	 	 	18	 
	 
	 	 	 	 
	9.1 Authority to Grant Performance Stock Awards and Performance Unit Awards
	 	 	18	 
	9.2 Performance Goals
	 	 	18	 
	9.3 Time of Establishment of Performance Goals
	 	 	19	 
	9.4 Written Agreement
	 	 	19	 
	9.5 Form of Payment Under Performance Unit Award
	 	 	19	 
	9.6 Time of Payment Under Performance Unit Award
	 	 	19	 
	9.7 Holder’s Rights as Stockholder With Respect to a Performance Stock Award
	 	 	19	 
	9.8 Increases Prohibited
	 	 	19	 
	9.9 Stockholder Approval
	 	 	20	 
	9.10 Dividend Equivalents
	 	 	20	 
	 
	 	 	 	 
	ARTICLE X DIRECTOR AWARDS
	 	 	20	 
	 
	 	 	 	 
	ARTICLE XI ANNUAL CASH INCENTIVE AWARDS
	 	 	20	 
	 
	 	 	 	 
	11.1 Authority to Grant Annual Cash Incentive Awards
	 	 	20	 
	11.2 Covered Employees
	 	 	20	 
	11.3 Written Agreement
	 	 	20	 
	11.4 Form of Payment Under Annual Cash Incentive Award
	 	 	20	 
	11.5 Time of Payment Under Annual Cash Incentive Award
	 	 	20	 
	 
	 	 	 	 
	ARTICLE XII OTHER STOCK-BASED AWARDS
	 	 	20	 
	 
	 	 	 	 
	12.1 Authority to Grant Other Stock-Based Awards
	 	 	20	 
	12.2 Value of Other Stock-Based Award
	 	 	21	 
	12.3 Payment of Other Stock-Based Award
	 	 	21	 






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	12.4 Separation from Service
	 	 	21	 
	12.5 Time of Payment of Other Stock-Based Award
	 	 	21	 
	 
	 	 	 	 
	ARTICLE XIII CASH-BASED AWARDS
	 	 	21	 
	 
	 	 	 	 
	13.1 Authority to Grant Cash-Based Awards
	 	 	21	 
	13.2 Value of Cash-Based Award
	 	 	21	 
	13.3 Payment of Cash-Based Award
	 	 	21	 
	13.4 Time of Payment of Cash-Based Award
	 	 	21	 
	13.5 Separation from Service
	 	 	21	 
	 
	 	 	 	 
	ARTICLE XIV SUBSTITUTION AWARDS
	 	 	22	 
	 
	 	 	 	 
	ARTICLE XV ADMINISTRATION
	 	 	22	 
	 
	 	 	 	 
	15.1 Awards
	 	 	22	 
	15.2 Authority of the Committee
	 	 	22	 
	15.3 Decisions Binding
	 	 	23	 
	15.4 No Liability
	 	 	23	 
	 
	 	 	 	 
	ARTICLE XVI AMENDMENT OR TERMINATION OF PLAN
	 	 	23	 
	 
	 	 	 	 
	16.1 Amendment, Modification, Suspension, and Termination
	 	 	23	 
	16.2 Awards Previously Granted
	 	 	23	 
	 
	 	 	 	 
	ARTICLE XVII MISCELLANEOUS
	 	 	24	 
	 
	 	 	 	 
	17.1 Unfunded Plan/No Establishment of a Trust Fund
	 	 	24	 
	17.2 No Employment Obligation
	 	 	24	 
	17.3 Tax Withholding
	 	 	24	 
	17.4 Indemnification of the Committee
	 	 	25	 
	17.5 Gender and Number
	 	 	25	 
	17.6 Severability
	 	 	25	 
	17.7 Headings
	 	 	25	 
	17.8 Other Compensation Plans
	 	 	25	 
	17.9 Retirement and Welfare Plans
	 	 	25	 
	17.10 Other Awards
	 	 	26	 
	17.11 Successors
	 	 	26	 
	17.12 Law Limitations/Governmental Approvals
	 	 	26	 
	17.13 Delivery of Title
	 	 	26	 
	17.14 Inability to Obtain Authority
	 	 	26	 
	17.15 Investment Representations
	 	 	26	 
	17.16 Persons Residing Outside of the United States
	 	 	26	 
	17.17 Arbitration of Disputes
	 	 	26	 
	17.18 No Fractional Shares
	 	 	26	 
	17.19 Governing Law
	 	 	27	 








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RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN



(As Adopted May 26, 2010)



ARTICLE I



ESTABLISHMENT, PURPOSE AND DURATION



     1.1 Establishment. The Company hereby establishes an incentive compensation plan, to be known
as the “RigNet, Inc. 2010 Omnibus Incentive Plan”, as set forth in this document. The Plan permits
the grant of Incentive Stock Options, Nonqualified Stock Options, SARs, Restricted Stock, RSUs,
Performance Stock Awards, Performance Unit Awards, Annual Cash Incentive Awards, Other Stock-Based
Awards and Cash-Based Awards. The Plan is effective as of May 26, 2010 (the “Effective Date”),
provided that the Company’s stockholders approve the adoption of the Plan within 12 months after
the date of adoption of the Plan by the Board.



     1.2 Purpose of the Plan. The Plan is intended to advance the best interests of the Company,
its Affiliates and its stockholders by providing those persons who have substantial responsibility
for the management and growth of the Company and its Affiliates with additional performance
incentives and an opportunity to obtain or increase their proprietary interest in the Company,
thereby encouraging them to continue in their employment or affiliation with the Company or its
Affiliates.



     1.3 Duration of Plan. The Plan shall continue indefinitely until it is terminated pursuant to
Section 16.1. No Award may be granted under the Plan on or after the tenth anniversary of the
Effective Date. The applicable provisions of the Plan will continue in effect with respect to an
Award granted under the Plan for as long as such Award remains outstanding. Notwithstanding the
foregoing, no Incentive Stock Option may be granted under the Plan on or after the date that is ten
years from the earlier of (a) adoption of the Plan by the Board and (b) the Effective Date.



ARTICLE II




DEFINITIONS



     Each word and phrase defined in this Article shall have the meaning set out below throughout
the Plan, unless the context in which any such word or phrase appears reasonably requires a
broader, narrower or different meaning.



     2.1 “Affiliate” means any corporation, partnership, limited liability company or association,
trust or other entity or organization which, directly or indirectly, controls, is controlled by, or
is under common control with, the Company. For purposes of the preceding sentence, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control with”),
as used with respect to any entity or organization, shall mean the possession, directly or
indirectly, of the power (a) to vote more than fifty percent (50%) of the securities having
ordinary voting power for the election of directors or comparable individuals of the controlled
entity or organization, or (b) to direct or cause the direction of the management and policies of
the controlled entity or organization, whether through the ownership of voting securities or by
contract or otherwise.



     2.2 “Annual Cash Incentive Award” means an Award granted pursuant to Article XI to an
individual who is then a key executive Employee.



1









 





     2.3 “Authorized Shares” shall have the meaning ascribed to that term in Section 4.1(a).



     2.4 “Award” means, individually or collectively, a grant under the Plan of an Incentive Stock
Option, a Nonqualified Stock Option, a SAR, Restricted Stock, a RSU, a Performance Stock Award, a
Performance Unit Award, an Annual Cash Incentive Award, an Other Stock-Based Award or a Cash-Based
Award, in each case subject to the terms and provisions of the Plan.



     2.5 “Award Agreement” means an agreement that sets forth the terms and conditions applicable
to an Award granted under the Plan.



     2.6 “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the
General Rules and Regulations under the Exchange Act.



     2.7 “Board” means the board of directors of the Company.



     2.8 “Cash-Based Award” means an Award granted pursuant to Article XIII.



     2.9 “Code” means the United States Internal Revenue Code of 1986, as amended from time to
time.



     2.10 “Committee” means (a) in the case of an Award granted to a Director, the Board, and (b)
in the case of any other Award granted under the Plan, the Compensation Committee of the Board or,
if the Compensation Committee of the Board chooses to delegate it duties, a committee of at least
two persons who are members of the Compensation Committee of the Board and are appointed by the
Compensation Committee of the Board to administer the Plan. Each member of the Committee in
respect of his or her participation in any decision with respect to an Award that is intended to
satisfy the requirements of section 162(m) of the Code must satisfy the requirements of “outside
director” status within the meaning of section 162(m) of the Code; provided, however, that the
failure to satisfy such requirement shall not affect the validity of the action of any committee
otherwise duly authorized and acting in the matter. As to Awards, grants or other transactions
that are authorized by the Committee and that are intended to be exempt under Rule 16b-3 of the
General Rules and Regulations under the Exchange Act, the requirements of Rule 16b-3(d)(1) of the
General Rules and Regulations under the Exchange Act with respect to committee action must also be
satisfied.



     2.11 “Company” means RigNet, Inc., a Delaware corporation, or any successor (by
reincorporation, merger or otherwise).



     2.12 “Corporate Change” shall have the meaning ascribed to that term in Section 4.5(c).



     2.13 “Covered Employee” means an Employee who is a “covered employee,” as defined in section
162(m) of the Code and the regulations and other guidance promulgated by the United States
Department of Treasury and/or the Internal Revenue Service under section 162(m) of the Code, or any
successor statute.



     2.14 “Director” means a director of the Company who is not an Employee.


     2.15 “Disability” means as determined by the Committee in its discretion exercised in good
faith, (a) in the case of an Award that is exempt from the application of the requirements of
Section 409A, a physical or mental condition of the Holder that would entitle him or her to payment
of disability income payments under the Company’s long-term disability insurance policy or plan for
employees as then in effect; or in the event that the Holder is a Director or is not covered, for
whatever reason, under the Company’s long-term disability insurance policy or plan for employees or
in the event the Company does not maintain such a long-term disability insurance policy or for
purposes of an ISO granted under the Plan, “Disability” means a permanent and total disability as
defined in section 22(e)(3) of the Code and (b) in the case of an Award that is not exempt from the
application of



2








 





the requirements of Section 409A, (i) the Holder is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) the Holder is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the Company. A
determination of Disability may be made by a physician selected or approved by the Committee and,
in this respect, the Holder shall submit to an examination by such physician upon request by the
Committee.




     2.16 “Dividend Equivalent” means a payment equivalent in amount to dividends paid to the
Company’s stockholders.



     2.17 “Effective Date” shall have the meaning ascribed to that term in Section 1.1.



     2.18 “Employee” means (a) a person employed by the Company or any Affiliate as a common law
employee or (b) a person who has agreed to become a common law employee of the Company or any
Affiliate and is expected to become such within six (6) months from the date of a determination
made for purposes of the Plan.



     2.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
act.



     2.20 “Fair Market Value” of the Stock as of any particular date means,




     (a) if the Stock is traded on a stock exchange,




     (i) and if the Stock is traded on that date, the closing sale price of the Stock
on that date; or




     (ii) and if the Stock is not traded on that date, the closing sale price of the
Stock on the last trading date immediately preceding that date;




as reported on the principal securities exchange on which the Stock is traded; or




     (b) if the Stock is traded in the over-the-counter market,




     (i) and if the Stock is traded on that date, the average between the high bid
and low asked price on that date; or




     (ii) and if the Stock is not traded on that date, the average between the high
bid and low asked price on the last trading date immediately preceding that date;




as reported in such over-the-counter market; provided, however, that (x) if the Stock is not
so traded, or (y) if, in the discretion of the Committee, another means of determining the
fair market value of a share of Stock at such date shall be necessary or advisable, the
Committee may provide for another method or means for determining such fair market value,
which method or means shall comply with the requirements of a reasonable valuation method as
described under Section 409A.



     2.21 “Fiscal Year” means the calendar year.



     2.22 “Freestanding SAR” means a SAR that is granted independently of any Options, as described
in Article VI.



3








 





     2.23 “Holder” means a person who has been granted an Award or any person who is entitled to
receive shares of Stock or cash under an Award.



     2.24 “Incentive Stock Option” or “ISO” means an option to purchase Stock granted pursuant to
Article V that is designated as an incentive stock option and that is intended to satisfy the
requirements of section 422 of the Code.



     2.25 “Insider” shall mean an individual who is, on the relevant date, an officer, a Director,
or more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities
that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in
accordance with Section 16 of the Exchange Act.



     2.26 “Mature Shares” means shares of Stock that the Holder has held for at least six months.



     2.27 “Minimum Statutory Tax Withholding Obligation” means, with respect to an Award, the
amount the Company, an Affiliate or other subsidiary is required to withhold for federal, state,
local and foreign taxes based upon the applicable minimum statutory withholding rates required by
the relevant tax authorities.



     2.28 “Nonqualified Stock Option” or “NQSO” means a “nonqualified stock option” to purchase
Stock granted pursuant to Article V that does not satisfy the requirements of section 422 of the
Code.



     2.29 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.



     2.30 “Option Price” shall have the meaning ascribed to that term in Section 5.4.



     2.31 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise
described by the terms and provisions of the Plan that is granted pursuant to Article XII.



     2.32 “Parent Corporation” means any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, at the time of the action or transaction, each of the
corporations other than the Company owns stock possessing 50 percent or more of the total combined
voting power of all classes of stock in one of the other corporations in the chain.



     2.33 “Performance-Based Compensation” means compensation under an Award that satisfies the
requirements of section 162(m) of the Code for deductibility of remuneration paid to Covered
Employees.



     2.34 “Performance Goals” means one or more of the criteria described in Section 9.2 on which
the performance goals applicable to an Award are based.



     2.35 “Performance Stock Award” means an Award designated as a performance stock award granted
to a Holder pursuant to Article IX.



     2.36 “Performance Unit Award” means an Award designated as a performance unit award granted to
a Holder pursuant to Article IX.



     2.37 “Period of Restriction” means the period during which Restricted Stock is subject to a
substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals,
or upon the occurrence of other events as determined by the Committee, in its discretion), as
provided in Article VII.



4








 





     2.38 “Permissible under Section 409A” means with respect to a particular action (such as, the
grant, payment, vesting, settlement or deferral of an amount or award under the Plan) that such
action shall not subject the compensation at issue to the additional tax or interest applicable
under Section 409A.



     2.39 “Plan” means the RigNet, Inc. 2010 Omnibus Incentive Plan, as set forth in this document
as it may be amended from time to time.



     2.40 “Restricted Stock” means shares of restricted Stock issued or granted under the Plan
pursuant to Article VII.



     2.41 “Restricted Stock Award” means an authorization by the Committee to issue or transfer
Restricted Stock to a Holder.



     2.42 “RSU” means a restricted stock unit credited to a Holder’s ledger account maintained by
the Company pursuant to Article VIII.



     2.43 “RSU Award” means an Award granted pursuant to Article VIII.



     2.44 “SAR” means a stock appreciation right granted under the Plan pursuant to Article VI.



     2.45 “Section 409A” means section 409A of the Code and the regulations and other guidance
promulgated by the United States Department of Treasury and/or the United States Internal Revenue
Service under section 409A of the Code, or any successor statute.



     2.46 “Separation from Service” means, except as otherwise provided in the case of an ISO in
the following sentence of this Section 2.45, the termination of the Award recipient’s employment or
service relationship with the Company and all Affiliates as determined under Section 409A.
“Separation from Service” means, in the case of an ISO, the termination of the Employee’s
employment relationship with all of the Company, any Parent Corporation, any Subsidiary Corporation
and any parent or subsidiary corporation (within the meaning of section 422(a)(2) of the Code) of
any such corporation that issues or assumes an ISO in a transaction to which section 424(a) of the
Code applies.



     2.47 “Stock” means the common stock of the Company, $0.001 par value per share (or such other
par value as may be designated by act of the Company’s stockholders).



     2.48 “Subsidiary Corporation” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of the action or transaction, each
of the corporations other than the last corporation in an unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in one of the other
corporations in the chain.



     2.49 “Substantial Risk of Forfeiture” shall have the meaning ascribed to that term in Section
409A.



     2.50 “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to
Article VI herein, the exercise of which shall require forfeiture of the right to purchase a share
of Stock under the related Option (and when a share of Stock is purchased under the Option, the
Tandem SAR shall similarly be canceled).



     2.51 “Ten Percent Stockholder” means an individual, who, at the time the applicable Option is
granted, owns stock possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent Corporation or Subsidiary Corporation. An
individual shall be considered as owning the stock owned, directly or indirectly, by or for his or
her brothers and sisters (whether by the whole or



5









 





half blood), spouse, ancestors, and lineal descendants; and stock owned, directly or
indirectly, by or for a corporation, partnership, estate, or trust, shall be considered as being
owned proportionately by or for its stockholders, partners, or beneficiaries.




     2.52 “Third Party Service Provider” means any consultant, agent, representative, advisor, or
independent contractor who renders services to the Company or an Affiliate that (a) are not in
connection with the offer and sale of the Company’s securities in a capital raising transaction,
and (b) do not directly or indirectly promote or maintain a market for the Company’s securities, or
any other person as determined by the Committee.



ARTICLE III




ELIGIBILITY



     Except as otherwise specified in this Article III, the persons who are eligible to receive
Awards under the Plan are Employees, Directors and Third Party Service Providers, provided,
however, that (a) only those persons who are, on the dates of grant, key employees of the Company
or any Parent Corporation or Subsidiary Corporation are eligible for grants of Incentive Stock
Options under the Plan, (b) the only persons who are eligible to receive Annual Cash Incentive
Awards under the Plan are key executive Employees who, by the nature and scope of their positions,
regularly directly make or influence policy decisions which significantly impact the overall
results or success of the Company and (c) Directors and Third Party Service Providers are only
eligible to receive NQSOs, SARs, Restricted Stock, RSUs, Performance Stock Awards and Performance
Unit Awards. Awards other than ISOs, Performance Stock Awards, Performance Units Awards or Annual
Cash Incentive Awards may also be granted to a person who is expected to become a key Employee
within six months.



ARTICLE IV




GENERAL PROVISIONS RELATING TO AWARDS



     4.1 Authority to Grant Awards. The Committee may grant Awards to those Employees, Directors
and Third Party Service Providers as the Committee shall from time to time determine, under the
terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan,
the number of shares of Stock or other value to be covered by any Award to be granted under the
Plan shall be as determined by the Committee in its sole discretion.




     (a) The aggregate number of shares of Stock with respect to which Awards may be granted
under the Plan is 3,000,000 (the “Authorized Shares”).




     (b) The aggregate number of shares of Stock with respect to which ISOs may be granted
under the Plan is equal to the Authorized Shares.




     (c) The maximum number of shares of Stock with respect to which ISOs may be granted to
an Employee during a Fiscal Year is equal to the Authorized Shares. The maximum number of
shares of Stock with respect to which NQSOs may be granted to an Employee during a Fiscal
Year is equal to the Authorized Shares. The maximum number of shares of Stock with respect
to which SARs may be granted to an Employee during a Fiscal Year is equal to the Authorized
Shares. The maximum number of shares of Stock with respect to which Performance Stock
Awards may be granted to an Employee during a Fiscal Year is equal to the Authorized Shares.
The maximum number of shares of Stock with respect to which Performance Unit Awards payable
in shares of Stock may be granted to an Employee during a Fiscal Year is equal to the
Authorized Shares. The maximum value of cash with respect to which Performance Unit Awards
payable in cash may be granted to an Employee during a Fiscal Year, determined as of the
dates of grants of the Performance Unit Awards, is $3,000,000. The maximum



6









 







amount that may be paid to a key executive Employee under Annual Cash Incentive
Award(s) granted to an Employee during a Fiscal Year is $3,000,000.




     (d) Each of the foregoing numerical limits stated in this Section 4.2 shall be subject
to adjustment in accordance with the provisions of Section 4.5.



     4.2 Shares That Count Against Limit.




     (a) If shares of Stock are withheld from payment of an Award to satisfy tax obligations
with respect to the Award, such shares of Stock will not count against the aggregate number
of shares of Stock with respect to which Awards may be granted under the Plan.




     (b) If shares of Stock are tendered in payment of an Option Price of an Option, such
shares of Stock will not count against the aggregate number of shares of Stock with respect
to which Awards may be granted under the Plan.




     (c) To the extent that any outstanding Award is forfeited or cancelled for any reason
or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such
portion of the Award may again be subject to an Award granted under the Plan.




     (d) When a SAR is settled in shares of Stock, the number of shares of Stock subject to
the SAR under the SAR Award Agreement will be counted against the aggregate number of shares
of Stock with respect to which Awards may be granted under the Plan as one share for every
share subject to the SAR, regardless of the number of shares used to settle the SAR upon
exercise.




     (e) The maximum number of shares of Stock available for issuance under the Plan shall
not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into
additional shares of Stock or credited as additional Restricted Stock, Restricted Stock
Units, Performance Shares, or other Stock-Based Awards.



     4.3 Non-Transferability. Except as specified in the applicable Award Agreements or in
domestic relations court orders, an Award shall not be transferable by the Holder other than by
will or under the laws of descent and distribution, and shall be exercisable, during the Holder’s
lifetime, only by him or her. Any attempted assignment of an Award in violation of this Section
shall be null and void. In the discretion of the Committee, any attempt to transfer an Award other
than under the terms of the Plan and the applicable Award Agreement may terminate the Award.



     4.4 Requirements of Law. The Company shall not be required to sell or issue any shares of
Stock under any Award if issuing those shares of Stock would constitute or result in a violation by
the Holder or the Company of any provision of any law, statute or regulation of any governmental
authority. Specifically, in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any other Award, the Company
shall not be required to issue any shares of Stock unless the Committee has received evidence
satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in
accordance with applicable law, including receipt of an opinion of counsel satisfactory to the
Company to the effect that any proposed transfer complies with applicable law. The determination
by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any shares of Stock covered by the Plan pursuant to
applicable securities laws of any country or any political subdivision. In the event the shares of
Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the
Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for
the Company considers necessary or advisable to comply with applicable law, or, should the shares
of Stock be represented by book or electronic entry rather than a certificate, the Company may take



7









 





such steps to restrict transfer of the shares of Stock as counsel for the Company considers
necessary or advisable to comply with applicable law. The Company shall not be obligated to take
any other affirmative action in order to cause or enable the exercise of an Option or any other
Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of
any governmental authority.




     4.5 Changes in the Company’s Capital Structure.




     (a) The existence of outstanding Awards shall not affect in any way the right or power
of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital structure or
its business, any merger or consolidation of the Company, any issue of bonds, debentures,
preferred or prior preference shares ahead of or affecting the Stock or Stock rights, the
dissolution or liquidation of the Company, any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding, whether of a similar character
or otherwise.




     (b) If the Company shall effect a subdivision or consolidation of Stock or other
capital readjustment, the payment of a Stock dividend, or other increase or reduction of the
number of shares of Stock outstanding, without receiving compensation therefor in money,
services or property, then (i) the number, class or series and per share price of Stock
subject to outstanding Awards under the Plan shall be appropriately adjusted in such a
manner as to entitle a Holder to receive upon exercise of an Award, for the same aggregate
cash consideration, the equivalent total number and class or series of Stock the Holder
would have received had the Holder exercised his or her Award in full immediately prior to
the event requiring the adjustment, and (ii) the number and class or series of Stock then
reserved to be issued under the Plan shall be adjusted by substituting for the total number
and class or series of Stock then reserved, that number and class or series of Stock that
would have been received by the owner of an equal number of outstanding shares of Stock of
each class or series of Stock as the result of the event requiring the adjustment.




     (c) If while unexercised Awards remain outstanding under the Plan (i) the Company shall
not be the surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than an entity that was wholly-owned by the
Company immediately prior to such merger, consolidation or other reorganization), (ii) the
Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially
all of its assets to any other person or entity (other than an entity wholly-owned by the
Company), (iii) the Company is to be dissolved or (iv) the Company is a party to any other
corporate transaction (as defined under section 424(a) of the Code and applicable Department
of Treasury regulations) that is not described in clauses (i), (ii) or (iii) of this
sentence (each such event is referred to herein as a “Corporate Change”), then, except as
otherwise provided in an Award Agreement or another agreement between the Holder and the
Company (provided that such exceptions shall not apply in the case of a reincorporation
merger), or as a result of the Committee’s effectuation of one or more of the alternatives
described below, there shall be no acceleration of the time at which any Award then
outstanding may be exercised, and no later than ten days after the approval by the
stockholders of the Company of such Corporate Change, the Committee, acting in its sole and
absolute discretion without the consent or approval of any Holder, shall act to effect one
or more of the following alternatives, which may vary among individual Holders and which may
vary among Awards held by any individual Holder (provided that, with respect to a
reincorporation merger in which Holders of the Company’s ordinary shares will receive one
ordinary share of the successor corporation for each ordinary share of the Company, none of
such alternatives shall apply and, without Committee action, each Award shall automatically
convert into a similar award of the successor corporation exercisable for the same number of
ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock
of the Company):



8









 






     (1) accelerate the time at which some or all of the Awards then
outstanding may be exercised so that such Awards may be exercised in full for
a limited period of time on or before a specified date (before or after such
Corporate Change) fixed by the Committee, after which specified date all such
Awards that remain unexercised and all rights of Holders thereunder shall
terminate;




     (2) require the mandatory surrender to the Company by all or selected
Holders of some or all of the then outstanding Awards held by such Holders
(irrespective of whether such Awards are then exercisable under the
provisions of the Plan or the applicable Award Agreement evidencing such
Award) as of a date, before or after such Corporate Change, specified by the
Committee, in which event the Committee shall thereupon cancel such Award and
the Company shall pay to each such Holder an amount of cash per share equal
to the excess, if any, of the per share price offered to stockholders of the
Company in connection with such Corporate Change over the exercise prices
under such Award for such shares;




     (3) with respect to all or selected Holders, have some or all of their
then outstanding Awards (whether vested or unvested) assumed or have a new
award of a similar nature substituted for some or all of their then
outstanding Awards under the Plan (whether vested or unvested) by an entity
which is a party to the transaction resulting in such Corporate Change and
which is then employing such Holder or which is affiliated or associated with
such Holder in the same or a substantially similar manner as the Company
prior to the Corporate Change, or a parent or subsidiary of such entity,
provided that (A) such assumption or substitution is on a basis where the
excess of the aggregate fair market value of the Stock subject to the Award
immediately after the assumption or substitution over the aggregate exercise
price of such Stock is equal to the excess of the aggregate fair market value
of all Stock subject to the Award immediately before such assumption or
substitution over the aggregate exercise price of such Stock, and (B) the
assumed rights under such existing Award or the substituted rights under such
new Award, as the case may be, will have the same terms and conditions as the
rights under the existing Award assumed or substituted for, as the case may
be;




     (4) provide that the number and class or series of Stock covered by an
Award (whether vested or unvested) theretofore granted shall be adjusted so
that such Award when exercised shall thereafter cover the number and class or
series of Stock or other securities or property (including, without
limitation, cash) to which the Holder would have been entitled pursuant to
the terms of the agreement or plan relating to such Corporate Change if,
immediately prior to such Corporate Change, the Holder had been the holder of
record of the number of shares of Stock then covered by such Award; or




     (5) make such adjustments to Awards then outstanding as the Committee
deems appropriate to reflect such Corporate Change (provided, however, that
the Committee may determine in its sole and absolute discretion that no such
adjustment is necessary to reflect such Corporate Change).




     Any adjustment effected by the Committee under Section 4.5 shall be designed to provide
the Holder with the intrinsic value of his or her Award, as determined prior to the
Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and
after the Corporate Change.




     In effecting one or more of the alternatives set out in paragraphs (3), (4) or (5)
immediately above, and except as otherwise may be provided in an Award Agreement, the
Committee, in its sole and



9









 







absolute discretion and without the consent or approval of any Holder, may accelerate
the time at which some or all Awards then outstanding may be exercised.




     (d) In the event of changes in the outstanding Stock by reason of recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes
in capitalization occurring after the date of the grant of any Award and not otherwise
provided for by this Section 4.5, any outstanding Award and any Award Agreement evidencing
such Award shall be subject to adjustment by the Committee in its sole and absolute
discretion as to the number and price of Stock or other consideration subject to such Award.
In the event of any such change in the outstanding Stock, the aggregate number of shares of
Stock available under the Plan may be appropriately adjusted by the Committee, whose
determination shall be conclusive.




     (e) After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company shall be the
surviving corporation, each Holder shall be entitled to have his or her Restricted Stock
appropriately adjusted based on the manner in which the shares of Stock were adjusted under
the terms of the agreement of merger or consolidation.




     (f) The issuance by the Company of stock of any class or series, or securities
convertible into, or exchangeable for, stock of any class or series, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights or warrants
to subscribe for them, or upon conversion or exchange of stock or obligations of the Company
convertible into, or exchangeable for, stock or other securities, shall not affect, and no
adjustment by reason of such issuance shall be made with respect to, the number, class or
series, or price of shares of Stock then subject to outstanding Awards.



     4.6 Election Under Section 83(b) of the Code. No Holder shall exercise the election permitted
under section 83(b) of the Code with respect to any Award without the prior written approval of the
General Counsel or the Chief Financial Officer of the Company. Any Holder who makes an election
under section 83(b) of the Code with respect to any Award without the prior written approval of the
General Counsel or the Chief Financial Officer of the Company may, in the discretion of the
Committee, forfeit any or all Awards granted to him or her under the Plan.



     4.7 Forfeiture for Cause. Notwithstanding any other provision of the Plan or an Award
Agreement, if the Committee finds by a majority vote that a Holder, before or after his or her
Separation from Service (a) committed a felony or a crime involving moral turpitude or committed
any other act or omission involving fraud, embezzlement or any other act of dishonesty in the
course of his or her employment by the Company or an Affiliate which conduct damaged the Company or
an Affiliate; (b) substantially and repeatedly failed to perform duties of the office held by the
Holder as reasonably directed by the Company or an Affiliate, (c) committed gross negligence or
willful misconduct with respect to the Company or an Affiliate; (d) committed a material breach of
any employment agreement between the Holder and the Company or an Affiliate that is not cured
within ten (10) days after receipt of written notice thereof from the Company or the Affiliate, as
applicable; (e) failed, within ten (10) days after receipt by the Holder of written notice thereof
from the Company or an Affiliate, to correct, cease or otherwise alter any failure to comply with
instructions or other action or omission which the Board reasonably believes does or may materially
or adversely affect the Company’s or an Affiliate’s business or operations, (f) committed
misconduct which is of such a serious or substantial nature that a reasonable likelihood exists
that such misconduct will materially injure the reputation of the Company or an Affiliate, (g)
harassed or discriminated against the Company’s or an Affiliate’s employees, customers or vendors
in violation of the Company’s policies with respect to such matters, (h) misappropriated funds or
assets of the Company or an Affiliate for personal use or willfully violated the Company policies
or standards of business conduct as determined in good faith by the Board, (i) failed, due to some
action or inaction on the part of the Holder, to have immigration status that permits the Holder to
maintain full-time employment with the Company or an Affiliate in



10









 





the United States in compliance
with all applicable immigration law, (j) disclosed trade secrets of the Company or an
Affiliate, then as of the date the Committee makes its finding, any Awards awarded to the Holder
that have not been exercised by the Holder (including all Awards that have not yet vested) will be
forfeited to the Company. The findings and decision of the Committee or the Board, if applicable,
with respect to such matter, including those regarding the acts of the Holder and the damage done
to the Company, will be final for all purposes. No decision of the Committee, however, will affect
the finality of the discharge of the individual by the Company or an Affiliate.




     4.8 Forfeiture Events. The Committee may specify in an Award Agreement that the Holder’s
rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, Separation from Service for cause, Separation from
Service for any other reason, violation of material policies of the Company and its Affiliates,
breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the
Holder, or other conduct by the Holder that is detrimental to the business or reputation of the
Company and its Affiliates.



     4.9 Award Agreements. Each Award shall be embodied in a written Award Agreement that shall be
subject to the terms and conditions of the Plan. The Award Agreement shall be signed by an
executive officer of the Company, other than the Holder, on behalf of the Company, and may be
signed by the Holder to the extent required by the Committee. The Award Agreement may specify the
effect of a change in control of the Company on the Award. The Award Agreement may contain any
other provisions that the Committee in its discretion shall deem advisable which are not
inconsistent with the terms and provisions of the Plan.



     4.10 Amendments of Award Agreements. The terms of any outstanding Award under the Plan may be
amended from time to time by the Committee in its discretion in any manner that it deems
appropriate and that is consistent with the terms of the Plan or necessary to implement the
requirements of the Plan. However, no such amendment shall adversely affect in a material manner
any right of a Holder without his or her written consent. Except as specified in Section 4.5(b),
the Committee may not directly or indirectly lower the exercise price of a previously granted
Option or the grant price of a previously granted SAR.



     4.11 Rights as Stockholder. A Holder shall not have any rights as a stockholder with respect
to Stock covered by an Option, a SAR, an RSU, a Performance Unit, or an Other Stock-Based Award
payable in Stock until the date, if any, such Stock is issued by the Company; and, except as
otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the
record date therefor is prior to the date of issuance of such Stock.



     4.12 Issuance of Shares of Stock. Shares of Stock, when issued, may be represented by a
certificate or by book or electronic entry.



     4.13 Restrictions on Stock Received. The Committee may impose such conditions and/or
restrictions on any shares of Stock issued pursuant to an Award as it may deem advisable or
desirable. These restrictions may include, but shall not be limited to, a requirement that the
Holder hold the shares of Stock for a specified period of time.



     4.14 Compliance With Section 409A. Awards shall be designed, granted and administered in such
a manner that they are either exempt from the application of, or comply with, the requirements of
Section 409A. The Plan and each Award Agreement under the Plan that is intended to comply the
requirements of Section 409A shall be construed and interpreted in accordance with such intent. If
the Committee determines that an Award, Award Agreement, payment, distribution, deferral election,
transaction, or any other action or arrangement contemplated by the provisions of the Plan would,
if undertaken, cause a Holder to become subject to additional



11









 





taxes under Section 409A, then unless
the Committee specifically provides otherwise, such Award, Award
Agreement, payment, distribution, deferral election, transaction or other action or
arrangement shall not be given effect to the extent it causes such result and the related
provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended
in order to comply with the requirements of Section 409A to the extent determined appropriate by
the Committee, in each case without the consent of or notice to the Holder. The exercisability of
an Option or a SAR shall not be extended to the extent that such extension would subject the Holder
to additional taxes under Section 409A.




     4.15 Date of Grant. The date on which an option or SAR is granted shall be the date the
Company completes the corporate action constituting an offer of stock for sale to a Holder under
the terms and conditions of the Option or SAR; provided that such corporate action shall not be
considered complete until the date on which the maximum number of shares that can be purchased
under the Option and the minimum Option price are fixed or determinable. If the corporate action
contemplates an immediate offer of stock for sale to a class of individuals, then the date of the
granting of an Option is the time or date of that corporate action, if the offer is to be made
immediately. If the corporate action contemplates a particular date on which the offer is to be
made, then the date of grant is the contemplated date of the offer.



     4.16 Source of Shares Deliverable Under Awards. Any shares of Stock delivered pursuant to an
Award may consist, in whole or in part, of authorized and unissued shares of Stock or of treasury
shares of Stock.



ARTICLE V




OPTIONS



     5.1 Authority to Grant Options. Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant Options under the Plan to eligible persons
in such number and upon such terms as the Committee shall determine; provided that ISOs may be
granted only to eligible Employees of the Company or of any Parent Corporation or Subsidiary
Corporation (as permitted by section 422 of the Code and the regulations thereunder).



     5.2 Type of Options Available. Options granted under the Plan may be NQSOs or ISOs.



     5.3 Option Agreement. Each Option grant under the Plan shall be evidenced by an Award
Agreement that shall specify (a) whether the Option is intended to be an ISO or an NQSO, (b) the
Option Price, (c) the duration of the Option, (d) the number of shares of Stock to which the Option
pertains, (e) the exercise restrictions, if any, applicable to the Option and (f) such other
provisions as the Committee shall determine that are not inconsistent with the terms and provisions
of the Plan. Notwithstanding the designation of an Option as an ISO in the applicable Award
Agreement for such Option, to the extent the limitations of Section 5.11 of the Plan are exceeded
with respect to the Option, the portion of the Option in excess of the limitation shall be treated
as a NQSO. An Option granted under the Plan may not be granted with any Dividend Equivalents
rights.



     5.4 Option Price. The price at which shares of Stock may be purchased under an Option (the
“Option Price”) shall not be less than one hundred percent (100%) of the Fair Market Value of the
shares of Stock on the date the Option is granted; provided, however, if the Option is an ISO
granted to a Ten Percent Stockholder, the Option Price must not be less than one hundred ten
percent (110%) of the Fair Market Value of the shares of Stock on the date the ISO is granted.
Subject to the limitations set forth in the preceding sentences of this Section 5.4, the Committee
shall determine the Option Price for each grant of an Option under the Plan.



     5.5 Duration of Option. An Option shall not be exercisable after the earlier of (a) the
general term of the Option specified in the applicable Award Agreement (which shall not exceed ten
years, or, in the case of a Ten Percent Stockholder, no ISO shall be exercisable later than the
fifth (5th) anniversary of the date of its grant)



12









 





or (b) the period of time specified in the applicable Award Agreement that follows the
Holder’s Separation from Service.




     5.6 Amount Exercisable. Each Option may be exercised at the time, in the manner and subject
to the conditions the Committee specifies in the Award Agreement in its sole discretion.



     5.7 Exercise of Option.




     (a) General Method of Exercise. Subject to the terms and provisions of the Plan and the
applicable Award Agreement, Options may be exercised in whole or in part from time to time
by the delivery of written notice in the manner designated by the Committee stating (i) that
the Holder wishes to exercise such Option on the date such notice is so delivered, (ii) the
number of shares of Stock with respect to which the Option is to be exercised and (iii) the
address to which a stock certificate, if any, representing such shares of Stock should be
mailed or delivered, or the account to which the shares of Stock represented by book or
electronic entry should be delivered. Except in the case of exercise by a third party
broker as provided below, in order for the notice to be effective the notice must be
accompanied by payment of the Option Price (and all applicable federal, state, local and
foreign withholding taxes described in Section 17.3) by any combination of the following:
(w) cash, certified check, bank draft or postal or express money order for an amount equal
to the Option Price under the Option, (x) Mature Shares with a Fair Market Value on the date
of exercise equal to the Option Price under the Option (if approved in advance by the
Committee or an executive officer of the Company), (y) an election to make a cashless
exercise through a registered broker-dealer (if approved in advance by the Committee or an
executive officer of the Company) or (z) except as specified below, any other form of
payment which is acceptable to the Committee. If Mature Shares are used for payment by the
Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or
less than the aggregate Option Price of the shares of Stock being purchased upon exercise of
the Option, and any difference must be paid by cash, certified check, bank draft or postal
or express money order payable to the order of the Company.




     If, at the time of receipt by the Company or its delegate of such written notice, (i)
the Company has unrestricted surplus in an amount not less than the Option Price of such
shares of Stock, (ii) all accrued cumulative preferential dividends and other current
preferential dividends on all outstanding shares of preferred stock of the Company have been
fully paid, (iii) the acquisition by the Company of its own shares of Stock for the purpose
of enabling such Holder to exercise such Option is otherwise permitted by applicable law,
does not require any vote or consent of any stockholder of the Company and does not violate
the terms of any agreement to which the Company is a party or by which it is bound, and (iv)
there shall have been adopted, and there shall be in full force and effect, a resolution of
the Board authorizing the acquisition by the Company of its own shares of stock for such
purpose, then such Holder may deliver to the Company, in payment of the Option Price of the
shares of Stock with respect to which such Option is exercised, (x) certificates registered
in the name of such Holder that represent a number of shares of stock legally and
beneficially owned by such Holder (free of all liens, claims and encumbrances of every kind)
and having a Fair Market Value on the date of receipt by the Company or its delegate of such
written notice that is not greater than the Option Price of the shares of Stock with respect
to which such Option is to be exercised, such certificates to be accompanied by stock powers
duly endorsed in blank by the record holder of the shares of Stock represented by such
certificates, with the signature of such record holder guaranteed by a national banking
association, and (y) if the Option Price of the shares of Stock with respect to which such
Option is to be exercised exceeds such Fair Market Value, a cashier’s check drawn on a
national banking association and payable to the order of the Company, in an amount, in
United States dollars, equal to the amount of such excess. Notwithstanding the provisions
of the immediately preceding sentence, the Committee, in its sole discretion, may refuse to
accept shares of Stock in payment of the Option Price of the shares of Stock with respect to
which such Option is to be



13









 







exercised and, in that event, any certificates representing shares of Stock that were
received by the Company or its delegate with such written notice shall be returned to such
Holder, together with notice by the Company or its delegate to such Holder of the refusal of
the Committee to accept such shares of Stock. If, at the expiration of seven business days
after the delivery to such Holder of such written notice from the Company or its delegate,
such Holder shall not have delivered to the Company or its delegate a cashier’s check drawn
on a national banking association and payable to the order of the Company in an amount, in
United States dollars, equal to the Option Price of the shares of Stock with respect to
which such Option is to be exercised, such written notice from the Holder to the Company or
its delegate shall be ineffective to exercise such Option.




     Whenever an Option is exercised by exchanging shares of Stock owned by the Holder, the
Holder shall deliver to the Company or its delegate certificates registered in the name of
the Holder representing a number of shares of Stock legally and beneficially owned by the
Holder, free of all liens, claims, and encumbrances of every kind, accompanied by stock
powers duly endorsed in blank by the record holder of the shares represented by the
certificates, (with signature guaranteed by a commercial bank or trust company or by a
brokerage firm having a membership on a registered national stock exchange). The delivery
of certificates upon the exercise of Option is subject to the condition that the person
exercising the Option provide the Company with the information the Company might reasonably
request pertaining to exercise, sale or other disposition of an Option.




     (b) Issuance of Shares. Subject to Section 4.3 and Section 5.7(c), as promptly as
practicable after receipt of written notification and payment, in the form required by
Section 5.7(a), of an amount of money necessary to satisfy any withholding tax liability
that may result from the exercise of such Option, the Company shall deliver to the Holder
certificates for the number of shares with respect to which the Option has been exercised,
issued in the Holder’s name. Delivery of the shares shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited the certificates in
the United States mail, addressed to the Holder, at the address specified by the Holder or
shall have transferred to the account designated by the Holder to which the shares of Stock
represented by book or electronic entry are to be delivered.




     (c) Exercise Through Third-Party Broker. The Committee may permit a Holder to elect to
pay the Option Price and any applicable tax withholding resulting from such exercise by
authorizing a third-party broker to sell all or a portion of the shares of Stock acquired
upon exercise of the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the Option Price and any applicable federal, state, local and foreign tax
withholding resulting from such exercise.




     (d) Limitations on Exercise Alternatives. The Committee shall not permit a Holder to
pay such Holder’s Option Price upon the exercise of an Option by having the Company reduce
the number of shares of Stock that will be delivered pursuant to the exercise of the Option.
In addition, the Committee shall not permit a Holder to pay such Holder’s Option Price upon
the exercise of an Option by using shares of Stock other than Mature Shares. An Option may
not be exercised for a fraction of a share of Stock.



     5.8 Transferability—Incentive Stock Options. Notwithstanding anything in the Plan or an Award
Agreement to the contrary, no ISO granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution, and all ISOs granted to an Employee under this Article V shall be exercisable during
his or her lifetime only by such Employee.



     5.9 Notification of Disqualifying Disposition. If any Employee shall make any disposition of
shares of Stock issued pursuant to the exercise of an ISO under the circumstances described in
section 421(b) of the



14









 





Code (relating to certain disqualifying dispositions), such Employee shall notify the Company
of such disposition within ten (10) days thereof.




     5.10 No Rights as Stockholder. A Holder of an Option shall not have any rights as a
stockholder with respect to Stock covered by an Option until the date a stock certificate for such
Stock is issued by the Company; and, except as otherwise provided in Section 4.5, no adjustment for
dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance
of such certificate.



     5.11 $100,000 Limitation on ISOs. To the extent that the aggregate Fair Market Value of
shares of Stock with respect to which ISOs first become exercisable by a Holder in any calendar
year exceeds $100,000, taking into account both shares of Stock subject to ISOs under the Plan and
Stock subject to ISOs under all other plans of the Company, such Options shall be treated as NQSOs.
For this purpose, the “Fair Market Value” of the shares of Stock subject to Options shall be
determined as of the date the Options were awarded. In reducing the number of Options treated as
ISOs to meet the $100,000 limit, the most recently granted Options shall be reduced first. To the
extent a reduction of simultaneously granted Options is necessary to meet the $100,000 limit, the
Committee may, in the manner and to the extent permitted by law, designate which shares of Stock
are to be treated as shares acquired pursuant to the exercise of an ISO.



     5.12 Separation from Service. Each Award Agreement shall set forth the extent to which the
Holder of an Option shall have the right to exercise the Option following the Holder’s Separation
from Service. Such provisions shall be determined in the sole discretion of the Committee, need
not be uniform among all Options issued pursuant to the Award Agreement or the Plan, and may
reflect distinctions based on the reasons for termination.



ARTICLE VI




STOCK APPRECIATION RIGHTS



     6.1 Authority to Grant SAR Awards. Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant SARs under the Plan to eligible persons in
such number and upon such terms as the Committee shall determine. Subject to the terms and
conditions of the Plan, the Committee shall have complete discretion in determining the number of
SARs granted to each Holder and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such SARs.



     6.2 Type of Stock Appreciation Rights Available. The Committee may grant Freestanding SARs,
Tandem SARs, or any combination of these forms of SARs.



     6.3 General Terms. Subject to the terms and conditions of the Plan, a SAR granted under the
Plan shall confer on the recipient a right to receive, upon exercise thereof, an amount equal to
the excess of (a) the Fair Market Value of one share of the Stock on the date of exercise over (b)
the grant price of the SAR, which shall not be less than one hundred percent (100%) of the Fair
Market Value of one share of the Stock on the date of grant of the SAR. The grant price of Tandem
SARs shall be equal to the Option Price of the related Option. A SAR granted under the Plan may
not be granted with any Dividend Equivalents rights.



     6.4 SAR Agreement. Each Award of SARs granted under the Plan shall be evidenced by an Award
Agreement that shall specify (a) the grant price of the SAR, (b) the term of the SAR, (c) the
vesting and termination provisions of the SAR and (d) such other provisions as the Committee shall
determine that are not inconsistent with the terms and provisions of the Plan. The Committee may
impose such additional conditions or restrictions on the exercise of any SAR as it may deem
appropriate.



15









 





     6.5 Term of SAR. The term of a SAR granted under the Plan shall be determined by the
Committee, in its sole discretion; provided that no SAR shall be exercisable on or after the tenth
anniversary date of its grant. Notwithstanding any other provision of this Plan to the contrary,
with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no
later than the expiration of the underlying ISO; (b) the value of the payout with respect to the
Tandem SAR may be for no more than one hundred percent (100%) of the excess of the Fair Market
Value of the shares of Stock subject to the underlying ISO at the time the Tandem SAR is exercised
over the Option Price of the underlying ISO; and (c) the Tandem SAR may be exercised only when the
Fair Market Value of the shares of Stock subject to the ISO exceeds the Option Price of the ISO.



     6.6 Exercise of Freestanding SARs. Subject to the terms and provisions of the Plan and the
applicable Award Agreement, Freestanding SARs may be exercised in whole or in part from time to
time by the delivery of written notice in the manner designated by the Committee stating (a) that
the Holder wishes to exercise such SAR on the date such notice is so delivered, (b) the number of
shares of Stock with respect to which the SAR is to be exercised and (c) the address to which the
payment due under such SAR should be delivered. In accordance with applicable law, a Freestanding
SAR may be exercised upon whatever additional terms and conditions the Committee, in its sole
discretion, imposes.



     6.7 Exercise of Tandem SARs. Subject to the terms and provisions of the Plan and the
applicable Award Agreement, Tandem SARs may be exercised for all or part of the shares of Stock
subject to the related Option upon the surrender of the right to exercise the equivalent portion of
the related Option and by the delivery of written notice in the manner designated by the Committee
stating (a) that the Holder wishes to exercise such SAR on the date such notice is so delivered,
(b) the number of shares of Stock with respect to which the SAR is to be exercised and (c) the
address to which the payment due under such SAR should be delivered. A Tandem SAR may be exercised
only with respect to the shares of Stock for which its related Option is then exercisable. In
accordance with applicable law, a Tandem SAR may be exercised upon whatever additional terms and
conditions the Committee, in its sole discretion, imposes.



     6.8 Payment of SAR Amount. Upon the exercise of a SAR, a Holder shall be entitled to receive
payment from the Company in an amount determined by multiplying the excess of the Fair Market Value
of a share of Stock on the date of exercise over the grant price of the SAR by the number of shares
of Stock with respect to which the SAR is exercised. At the discretion of the Committee, the
payment upon SAR exercise may be in cash, in Stock of equivalent value, in some combination thereof
or in any other manner approved by the Committee in its sole discretion. The Committee’s
determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining
to the grant of the SAR.



     6.9 Separation from Service. Each Award Agreement shall set forth the extent to which the
Holder of a SAR shall have the right to exercise the SAR following the Holder’s Separation from
Service. Such provisions shall be determined in the sole discretion of the Committee, may be
included in the Award Agreement entered into with the Holder, need not be uniform among all SARs
issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination or
severance.



     6.10 Nontransferability of SARs. Except as otherwise provided in a Holder’s Award Agreement,
no SAR granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Holder’s Award Agreement, all SARs granted to a Holder under the Plan shall
be exercisable during his or her lifetime only by the Holder, and after that time, by the Holder’s
heirs or estate. Any attempted assignment of a SAR in violation of this Section 6.10 shall be null
and void.



     6.11 No Rights as Stockholder. A grantee of a SAR award, as such, shall have no rights as a
stockholder.



16









 





     6.12 Restrictions on Stock Received. The Committee may impose such conditions and/or
restrictions on any shares of Stock received upon exercise of a SAR granted pursuant to the Plan as
it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a
requirement that the Holder hold the shares of Stock received upon exercise of a SAR for a
specified period of time.



ARTICLE VII




RESTRICTED STOCK AWARDS



     7.1 Restricted Stock Awards. Subject to the terms and provisions of the Plan, the Committee,
at any time, and from time to time, may make Awards of Restricted Stock under the Plan to eligible
persons in such number and upon such terms as the Committee shall determine. The amount of, the
vesting, forfeiture and the transferability restrictions applicable to any Restricted Stock Award
shall be determined by the Committee in its sole discretion. If the Committee imposes vesting,
forfeiture or transferability restrictions on a Holder’s rights with respect to Restricted Stock,
the Committee may issue such instructions to the Company’s share transfer agent in connection
therewith as it deems appropriate. The Committee may also cause the certificate for shares of
Stock issued pursuant to a Restricted Stock Award to be imprinted with any legend which counsel for
the Company considers advisable with respect to the restrictions or, should the shares of Stock be
represented by book or electronic entry rather than a certificate, the Company may take such steps
to restrict transfer of the shares of Stock as counsel for the Company considers necessary or
advisable to comply with applicable law.



     7.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an
Award Agreement that contains any vesting, forfeiture and transferability restrictions and other
provisions not inconsistent with the Plan as the Committee may specify.



     7.3 Holder’s Rights as Stockholder. Subject to the terms and conditions of the Plan, each
recipient of a Restricted Stock Award shall have all the rights of a stockholder with respect to
the shares of Restricted Stock included in the Restricted Stock Award during the Period of
Restriction established for the Restricted Stock Award. Dividends paid with respect to Restricted
Stock in cash or property other than shares of Stock or rights to acquire shares of Stock shall be
paid to the recipient of the Restricted Stock Award currently. Dividends paid in shares of Stock
or rights to acquire shares of Stock shall be added to and become a part of the Restricted Stock.
During the Period of Restriction, certificates representing the Restricted Stock shall be
registered in the Holder’s name and bear a restrictive legend to the effect that ownership of such
Restricted Stock, and the enjoyment of all rights appurtenant thereto, are subject to the
restrictions, terms, and conditions provided in the Plan and the applicable Award Agreement. Such
certificates shall be deposited by the recipient with the Secretary of the Company or such other
officer or agent of the Company as may be designated by the Committee, together with all stock
powers or other instruments of assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock which shall be forfeited in accordance
with the Plan and the applicable Award Agreement.



ARTICLE VIII




RESTRICTED STOCK UNIT AWARDS



     8.1 Authority to Grant RSU Awards. Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant RSU Awards under the Plan to eligible
persons in such amounts and upon such terms as the Committee shall determine. The amount of, the
vesting, forfeiture and the transferability restrictions applicable to any RSU Award shall be
determined by the Committee in its sole discretion. The Committee shall maintain a bookkeeping
ledger account which reflects the number of RSUs credited under the Plan for the benefit of a
Holder.



17









 





     8.2 RSU Award. An RSU Award shall be similar in nature to a Restricted Stock Award except
that no shares of Stock are actually transferred to the Holder until a later date specified in the
applicable Award Agreement. Each RSU shall have a value equal to the Fair Market Value of a share
of Stock.



     8.3 RSU Award Agreement. Each RSU Award shall be evidenced by an Award Agreement that
contains any Substantial Risk of Forfeiture, transferability and forfeiture restrictions, form and
time of payment provisions and other provisions not inconsistent with the Plan as the Committee may
specify.



     8.4 Dividend Equivalents. An Award Agreement for an RSU Award may specify that the Holder
shall be entitled to the payment of Dividend Equivalents under the Award.



     8.5 Form of Payment Under RSU Award. Payment under an RSU Award shall be made in cash, shares
of Stock or any combination thereof, as specified in the applicable Award Agreement.



     8.6 Time of Payment Under RSU Award. A Holder’s payment under an RSU Award shall be made at
such time as is specified in the applicable Award Agreement. The Award Agreement shall specify
that the payment will be made (a) by a date that is no later than the date that is two and one-half
(2 1/2) months after the end of the Fiscal Year in which the RSU Award payment is no longer subject
to a Substantial Risk of Forfeiture or (b) at a time that is Permissible under Section 409A.



     8.7 Holder’s Rights as Stockholder. Each recipient of an RSU Award shall have no rights of a
stockholder with respect to the Holder’s RSUs. A Holder shall have no voting rights with respect
to any RSU Awards.



ARTICLE IX




PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS



     9.1 Authority to Grant Performance Stock Awards and Performance Unit Awards. Subject to the
terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant
Performance Stock Awards and Performance Unit Awards under the Plan to eligible persons in such
amounts and upon such terms as the Committee shall determine. The amount of, the vesting,
forfeiture and the transferability restrictions applicable to any Performance Stock Award or
Performance Unit Award shall be based upon the attainment of such Performance Goals as the
Committee may determine; provided, however, that the performance period for any Performance Stock
Award or Performance Unit Award shall not be less than one year. If the Committee imposes vesting
or transferability restrictions on a Holder’s rights with respect to Performance Stock Award or
Performance Unit Awards, the Committee may issue such instructions to the Company’s share transfer
agent in connection therewith as it deems appropriate. The Committee may also cause the
certificate for shares of Stock issued pursuant to a Performance Stock Award or Performance Unit
Award to be imprinted with any legend which counsel for the Company considers advisable with
respect to the restrictions or, should the shares of Stock be represented by book or electronic
entry rather than a certificate, the Company may take such steps to restrict transfer of the shares
of Stock as counsel for the Company considers necessary or advisable to comply with applicable law.



     9.2 Performance Goals. A Performance Goal must be objective such that a third party having
knowledge of the relevant facts could determine whether the goal is met. Unless and until the
Committee proposes for stockholder vote and the stockholders approve a change in the general
Performance Goals set forth in this Article IX, the Performance Goals upon which the payment or
vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation shall be limited to one or more of the following Performance Goals, which may be based
on one or more business criteria that apply to the Holder, one or more business units or
subsidiaries of the Company, or the Company as a whole: earnings per share, earnings per share



18









 





growth, total stockholder return, economic value added, cash return on capitalization,
increased revenue, revenue ratios (per employee or per customer), net income, stock price, market
share, return on equity, return on assets, return on capital, return on capital compared to cost of
capital, return on capital employed, return on invested capital, stockholder value, net cash flow,
operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost
reductions, cost ratios (per employee or per customer), proceeds from dispositions, project
completion time and budget goals, net cash flow before financing activities, customer growth, and
total market value. Goals may also be based on performance relative to a peer group of companies.
Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive
result under a particular business criterion and could include, for example, maintaining the status
quo or limiting economic losses (measured, in each case, by reference to specific business
criteria). In interpreting Plan provisions applicable to Performance Goals and Performance Stock
or Performance Unit Awards, it is intended that the Plan will conform with the standards of section
162(m) of the Code and Treasury Regulations § 1.162-27(e)(2)(i), and the Committee in establishing
such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment of
any compensation based on the achievement of Performance Goals, the Committee must certify in
writing that applicable Performance Goals and any of the material terms thereof were, in fact,
satisfied. Subject to the foregoing provisions, the terms, conditions and limitations applicable
to any Performance Stock or Performance Unit Awards made pursuant to the Plan shall be determined
by the Committee.




     9.3 Time of Establishment of Performance Goals. With respect to a Covered Employee, a
Performance Goal for a particular Performance Stock Award or Performance Unit Award must be
established by the Committee prior to the earlier to occur of (a) 90 days after the commencement of
the period of service to which the Performance Goal relates or (b) the lapse of 25 percent of the
period of service, and in any event while the outcome is substantially uncertain.



     9.4 Written Agreement. Each Performance Stock Award or Performance Unit Award shall be
evidenced by an Award Agreement that contains any vesting, transferability restrictions and other
provisions not inconsistent with the Plan as the Committee may specify.



     9.5 Form of Payment Under Performance Unit Award. Payment under a Performance Unit Award
shall be made in cash, shares of Stock or any combination thereof, as specified in the applicable
Award Agreement.



     9.6 Time of Payment Under Performance Unit Award. A Holder’s payment under a Performance Unit
Award shall be made at such time as is specified in the applicable Award Agreement. The Award
Agreement shall specify that the payment will be made (a) by a date that is no later than the date
that is two and one-half (2 1/2) months after the end of the calendar year in which the Performance
Unit Award payment is no longer subject to a Substantial Risk of Forfeiture or (b) at a time that
is Permissible under Section 409A.



     9.7 Holder’s Rights as Stockholder With Respect to a Performance Stock Award. Subject to the
terms and conditions of the Plan, each Holder of a Performance Stock Award shall have all the
rights of a stockholder with respect to the shares of Stock issued to the Holder pursuant to the
Award during any period in which such issued shares of Stock are subject to forfeiture and
restrictions on transfer, including without limitation, the right to vote such shares of Stock.



     9.8 Increases Prohibited. Neither the Committee nor the Board may increase the amount of
compensation payable under a Performance Stock or Performance Unit Award. If the time at which a
Performance Stock Award or Performance Unit Award will vest or be paid is accelerated for any
reason, the number of shares of Stock subject to, or the amount payable under, the Performance
Stock or Performance Unit Award shall be reduced pursuant to Department of Treasury Regulation §
1.162-27(e)(2)(iii) to reasonably reflect the time value of money.



19









 





     9.9 Stockholder Approval. No payments of Stock or cash will be made to a Covered Employee
pursuant to this Article IX unless the stockholder approval requirements of Department of Treasury
Regulation § 1.162-27(e)(4) are satisfied.



     9.10 Dividend Equivalents. An Award Agreement for a Performance Unit Award may specify that
the Holder shall be entitled to the payment of Dividend Equivalents under the Award.



ARTICLE X




DIRECTOR AWARDS



     All Awards to Directors shall be determined by the Board.



ARTICLE XI




ANNUAL CASH INCENTIVE AWARDS



     11.1 Authority to Grant Annual Cash Incentive Awards. Subject to the terms and provisions of
the Plan, the Committee, at any time, and from time to time, may grant Annual Cash Incentive Awards
under the Plan to key executive Employees who, by the nature and scope of their positions,
regularly directly make or influence policy decisions which significantly impact the overall
results or success of the Company in such amounts and upon such terms as the Committee shall
determine. Subject to the following provisions in this Article XI, the amount of any Annual Cash
Incentive Awards shall be based on the attainment of such Performance Goals as the Committee may
determine and the term, conditions and limitations applicable to any Annual Cash Incentive Awards
made pursuant to the Plan shall be determined by the Committee.



     11.2 Covered Employees. The Performance Goals upon which the payment or vesting of an Annual
Cash Incentive Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation must meet the requirements of Sections 9.2, 9.3, 9.8 and 9.9 as applied to such Annual
Cash Incentive Award.



     11.3 Written Agreement. Each Annual Cash Incentive Award shall be evidenced by an Award
Agreement that contains any vesting, transferability restrictions and other provisions not
inconsistent with the Plan as the Committee may specify.



     11.4 Form of Payment Under Annual Cash Incentive Award. Payment under an Annual Cash
Incentive Award shall be made in cash.



     11.5 Time of Payment Under Annual Cash Incentive Award. A Holder’s payment under an Annual
Cash Incentive Award shall be made at such time as is specified in the applicable Award Agreement.
The Award Agreement shall specify that the payment will be made (a) by a date that is no later than
the date that is two and one-half (2 1/2) months after the end of the calendar year in which the
Annual Cash Incentive Award payment is no longer subject to a Substantial Risk of Forfeiture or (b)
at a time that is Permissible under Section 409A.



ARTICLE XII




OTHER STOCK-BASED AWARDS



     12.1 Authority to Grant Other Stock-Based Awards. Subject to the terms and provisions of the
Plan, the Committee, at any time, and from time to time, may grant other types of equity-based or
equity-related Awards not otherwise described by the terms and provisions of the Plan (including
the grant or offer for sale of



20









 





unrestricted shares of Stock) under the Plan to eligible persons in such number and upon such
terms as the Committee shall determine. Such Awards may involve the transfer of actual shares of
Stock to Holders, or payment in cash or otherwise of amounts based on the value of shares of Stock
and may include, without limitation, Awards designed to comply with or take advantage of the
applicable local laws of jurisdictions other than the United States.




     12.2 Value of Other Stock-Based Award. Each Other Stock-Based Award shall be expressed in
terms of shares of Stock or units based on shares of Stock, as determined by the Committee.



     12.3 Payment of Other Stock-Based Award. Payment, if any, with respect to an Other
Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock
or any combination thereof, as the Committee determines.



     12.4 Separation from Service. The Committee shall determine the extent to which a Holder’s
rights with respect to Other Stock-Based Awards shall be affected by the Holder’s Separation from
Service. Such provisions shall be determined in the sole discretion of the Committee and need not
be uniform among all Other Stock-Based Awards issued pursuant to the Plan.



     12.5 Time of Payment of Other Stock-Based Award. A Holder’s payment under an Other
Stock-Based Award shall be made at such time as is specified in the applicable Award Agreement. If
a payment under the Award Agreement is subject to Section 409A, the Award Agreement shall specify
that the payment will be made (a) by a date that is no later than the date that is two and one-half
(2 1/2) months after the end of the calendar year in which the Other Stock-Based Award payment is
no longer subject to a Substantial Risk of Forfeiture or (b) at a time that is Permissible under
Section 409A.



ARTICLE XIII




CASH-BASED AWARDS



     13.1 Authority to Grant Cash-Based Awards. Subject to the terms and provisions of the Plan,
the Committee, at any time, and from time to time, may grant Cash-Based Awards under the Plan to
eligible persons in such amounts and upon such terms as the Committee shall determine.



     13.2 Value of Cash-Based Award. Each Cash-Based Award shall specify a payment amount or
payment range as determined by the Committee.



     13.3 Payment of Cash-Based Award. Payment, if any, with respect to a Cash-Based Award shall
be made in accordance with the terms of the Award, in cash.



     13.4 Time of Payment of Cash-Based Award. Payment under a Cash-Based Award shall be made at
such time as is specified in the applicable Award Agreement. If a payment under the Award
Agreement is subject to Section 409A, the Award Agreement shall specify that the payment will be
made (a) by a date that is no later than the date that is two and one-half (2 1/2) months after the
end of the calendar year in which the Cash-Based Award payment is no longer subject to a
Substantial Risk of Forfeiture or (b) at a time that is Permissible under Section 409A.



     13.5 Separation from Service. The Committee shall determine the extent to which a Holder’s
rights with respect to Cash-Based Awards shall be affected by the Holder’s Separation from Service.
Such provisions shall be determined in the sole discretion of the Committee and need not be
uniform among all Cash-Based Awards issued pursuant to the Plan.



21









 





ARTICLE XIV




SUBSTITUTION AWARDS



     Awards may be granted under the Plan from time to time in substitution for stock options and
other awards held by employees of other entities who are about to become Employees, or whose
employer is about to become an Affiliate as the result of a merger or consolidation of the Company
with another corporation, or the acquisition by the Company of substantially all the assets of
another corporation, or the acquisition by the Company of at least fifty percent (50%) of the
issued and outstanding stock of another corporation as the result of which such other corporation
will become a subsidiary of the Company. The terms and conditions of the substitute Awards so
granted may vary from the terms and conditions set forth in the Plan to such extent as the Board at
the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the
awards in substitution for which they are granted. If shares of Stock are issued under the Plan
with respect to an Award granted under this Article such shares of Stock will not count against the
aggregate number of shares of Stock with respect to which Awards may be granted under the Plan.



ARTICLE XV




ADMINISTRATION



     15.1 Awards. The Plan shall be administered by the Committee or, in the absence of the
Committee or in the case of awards issued to Directors, the Plan shall be administered by the
Board. The members of the Committee (that is not itself the Board) shall serve at the discretion
of the Board. The Committee shall have full and exclusive power and authority to administer the
Plan and to take all actions that the Plan expressly contemplates or are necessary or appropriate
in connection with the administration of the Plan with respect to Awards granted under the Plan.



     15.2 Authority of the Committee. The Committee shall have full and exclusive power to
interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to
adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem
necessary or proper, all of which powers shall be exercised in the best interests of the Company
and in keeping with the objectives of the Plan. A majority of the members of the Committee shall
constitute a quorum for the transaction of business relating to the Plan or Awards made under the
Plan, and the vote of a majority of those members present at any meeting shall decide any question
brought before that meeting. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a majority vote at a
meeting properly called and held. All questions of interpretation and application of the Plan, or
as to Awards granted under the Plan, shall be subject to the determination, which shall be final
and binding, of a majority of the whole Committee. No member of the Committee shall be liable for
any act or omission of any other member of the Committee or for any act or omission on his or her
own part, including but not limited to the exercise of any power or discretion given to him or her
under the Plan, except those resulting from his or her own willful misconduct. In carrying out its
authority under the Plan, the Committee shall have full and final authority and discretion,
including but not limited to the following rights, powers and authorities to (a) determine the
persons to whom and the time or times at which Awards will be made; (b) determine the number and
exercise price of shares of Stock covered in each Award subject to the terms and provisions of the
Plan; (c) determine the terms, provisions and conditions of each Award, which need not be identical
and need not match the default terms set forth in the Plan; (d) accelerate the time at which any
outstanding Award will vest; (e) prescribe, amend and rescind rules and regulations relating to
administration of the Plan; and (f) make all other determinations and take all other actions deemed
necessary, appropriate or advisable for the proper administration of the Plan.



     The Committee may make an Award to an individual who the Company expects to become an Employee
of the Company or any of its Affiliates within six (6) months after the date of grant of the Award,
with the Award



22









 





being subject to and conditioned on the individual actually becoming an Employee within that
time period and subject to other terms and conditions as the Committee may establish.




     The Committee may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Award to a Holder in the manner and to the extent the Committee deems necessary
or desirable to further the Plan’s objectives. Further, the Committee shall make all other
determinations that may be necessary or advisable for the administration of the Plan. As permitted
by law and the terms and provisions of the Plan, the Committee may delegate to one or more of its
members or to one or more officers of the Company, and/or its Affiliates or to one or more agents
or advisors such administrative duties or powers as it may deem advisable, and the Committee or any
person to whom it has delegated duties or powers as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person may have under the
Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or
more of the following on the same basis as can the Committee: (a) designate Employees to be
recipients of Awards; (b) designate Third Party Service Providers to be recipients of Awards; and
(c) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate
such responsibilities to any such officer for Awards granted to an Employee that is considered an
Insider; (ii) the resolution providing such authorization sets forth the total number of Awards
such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee
regarding the nature and scope of the Awards granted pursuant to the authority delegated. The
Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom
may be an Employee, and the Committee, the Company, and its officers and Board shall be entitled to
rely upon the advice, opinions, or valuations of any such persons.



     15.3 Decisions Binding. All determinations and decisions made by the Committee or the Board,
as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions
of the Committee or the Board, as the case may be, shall be final, conclusive and binding on all
persons, including the Company, its Affiliates, its stockholders, Holders and the estates and
beneficiaries of Holders.



     15.4 No Liability. Under no circumstances shall the Company, its Affiliates, the Board or the
Committee incur liability for any indirect, incidental, consequential or special damages (including
lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the
form of the act in which such a claim may be brought, with respect to the Plan or the Company’s,
its Affiliates’, the Committee’s or the Board’s roles in connection with the Plan.



ARTICLE XVI




AMENDMENT OR TERMINATION OF PLAN



     16.1 Amendment, Modification, Suspension, and Termination. Subject to Section 16.2, the Board
may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and
the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate
any Award Agreement in whole or in part; provided, however, that, without the prior approval of the
Company’s stockholders and except as provided in Section 4.5, the Committee shall not directly or
indirectly lower the Option Price of a previously granted Option or the grant price of a previously
granted SAR, cancel a previously granted Option or previously granted SAR for a payment of cash or
other property if the aggregate fair market value of such Award is less than the aggregate Option
Price of such Award in the case of an Option or the aggregate grant price of such Award in the case
of a SAR, and no amendment of the Plan shall be made without stockholder approval if stockholder
approval is required by applicable law or stock exchange rules.



     16.2 Awards Previously Granted. Notwithstanding any other provision of the Plan to the
contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement
shall adversely



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affect in any material way any Award previously granted under the Plan, without the written
consent of the Holder holding such Award.




ARTICLE XVII




MISCELLANEOUS



     17.1 Unfunded Plan/No Establishment of a Trust Fund. Holders shall have no right, title, or
interest whatsoever in or to any investments that the Company or any of its Affiliates may make to
aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Holder, beneficiary, legal representative, or
any other person. To the extent that any person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from the general funds of
the Company and no special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts, except as expressly set forth in the Plan. No property
shall be set aside nor shall a trust fund of any kind be established to secure the rights of any
Holder under the Plan. The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.



     17.2 No Employment Obligation. The granting of any Award shall not constitute an employment
or service contract, express or implied, and shall not impose upon the Company or any Affiliate any
obligation to employ or continue to employ, or to utilize or continue to utilize the services of,
any Holder. The right of the Company or any Affiliate to terminate the employment of, or the
provision of services by, any person shall not be diminished or affected by reason of the fact that
an Award has been granted to him, and nothing in the Plan or an Award Agreement shall interfere
with or limit in any way the right of the Company or its Affiliates to terminate any Holder’s
employment or service relationship at any time or for any reason not prohibited by law.



     17.3 Tax Withholding. The Company or any Affiliate shall be entitled to deduct from other
compensation payable to each Holder any sums required by federal, state, local or foreign tax law
to be withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an
Award. In the alternative, the Company may require the Holder (or other person validly exercising
the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check
within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of
the Committee, and with the consent of the Holder, the Company may reduce the number of shares of
Stock issued to the Holder upon such Holder’s exercise of an Award or the vesting of an Award to
satisfy the tax withholding obligations of the Company or an Affiliate; provided that the Fair
Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s
Minimum Statutory Tax Withholding Obligation.



     The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax
Withholding Obligation arising upon the vesting of or payment under an Award by delivering to the
Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the
Committee and acceptable to the Holder, at the time of vesting of shares under the Award, the
Company shall (a) calculate the amount of the Company’s or an Affiliate’s Minimum Statutory Tax
Withholding Obligation on the assumption that all such shares of Stock vested under the Award are
made available for delivery, (b) reduce the number of such shares of Stock made available for
delivery so that the Fair Market Value of the shares of Stock withheld on the vesting date
approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c)
in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other
applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum
Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to
satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the
withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding
Obligation, the Company shall withhold shares of Stock with a Fair



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Market Value slightly less than the amount of the Minimum Statutory Tax Withholding Obligation
and the Holder must satisfy the remaining minimum withholding obligation in some other manner
permitted under this Section 17.3. The withheld shares of Stock not made available for delivery by
the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title
and interest in such shares of Stock shall terminate.




     The Company shall have no obligation upon vesting or exercise of any Award or lapse of
restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover
the Minimum Statutory Tax Withholding Obligation with respect to that vesting, exercise or lapse of
restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the
existence of the tax or the amount which it will be required to withhold.



     17.4 Indemnification of the Committee. The Company shall indemnify each past, present and
future member of the Committee against, and each member of the Committee shall be entitled without
further action on his or her part to indemnity from the Company for, all expenses (including
attorney’s fees, the amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably
incurred by such member in connection with or arising out of any action, suit or proceeding in
which such member may be involved by reason of such member being or having been a member of the
Committee, whether or not he or she continues to be a member of the Committee at the time of
incurring the expenses, including, without limitation, matters as to which such member shall be
finally adjudged in any action, suit or proceeding to have been negligent in the performance of
such member’s duty as a member of the Committee. However, this indemnity shall not include any
expenses incurred by any member of the Committee in respect of matters as to which such member
shall be finally adjudged in any action, suit or proceeding to have been guilty of willful
misconduct in the performance of his or her duty as a member of the Committee. In addition, no
right of indemnification under the Plan shall be available to or enforceable by any member of the
Committee unless, within 60 days after institution of any action, suit or proceeding, such member
shall have offered the Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and shall be in addition to all other rights to
which a member of the Committee may be entitled as a matter of law, contract or otherwise.



     17.5 Gender and Number. If the context requires, words of one gender when used in the Plan
shall include the other and words used in the singular or plural shall include the other.



     17.6 Severability. In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     17.7 Headings. Headings of Articles and Sections are included for convenience of reference
only and do not constitute part of the Plan and shall not be used in construing the terms and
provisions of the Plan.



     17.8 Other Compensation Plans. The adoption of the Plan shall not affect any other option,
incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor
shall the Plan preclude the Company from establishing any other forms of incentive compensation
arrangements for Employees, Directors or Third Party Service Providers.



     17.9 Retirement and Welfare Plans. Neither Awards made under the Plan nor shares of Stock or
cash paid pursuant to such Awards, may be included as “compensation” for purposes of computing the
benefits payable to any person under the Company’s or any Affiliate’s retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides
that such compensation shall be taken into account in computing a participant’s benefit.



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     17.10 Other Awards. The grant of an Award shall not confer upon the Holder the right to
receive any future or other Awards under the Plan, whether or not Awards may be granted to
similarly situated Holders, or the right to receive future Awards upon the same terms or conditions
as previously granted.



     17.11 Successors. All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.



     17.12 Law Limitations/Governmental Approvals. The granting of Awards and the issuance of
shares of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges as may be required.



     17.13 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of
title for shares of Stock issued under the Plan prior to (a) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable; and (b) completion of
any registration or other qualification of the Stock under any applicable national or foreign law
or ruling of any governmental body that the Company determines to be necessary or advisable.



     17.14 Inability to Obtain Authority. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares of Stock as to
which such requisite authority shall not have been obtained.



     17.15 Investment Representations. The Committee may require any person receiving Stock
pursuant to an Award under the Plan to represent and warrant in writing that the person is
acquiring the shares of Stock for investment and without any present intention to sell or
distribute such Stock.



     17.16 Persons Residing Outside of the United States. Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other countries in which the Company or
any of its Affiliates operates or has employees, the Committee, in its sole discretion, shall have
the power and authority to (a) determine which Affiliates shall be covered by the Plan; (b)
determine which persons employed outside the United States are eligible to participate in the Plan;
(c) amend or vary the terms and provisions of the Plan and the terms and conditions of any Award
granted to persons who reside outside the United States; (d) establish subplans and modify exercise
procedures and other terms and procedures to the extent such actions may be necessary or advisable
— any subplans and modifications to Plan terms and procedures established under this Section 17.16
by the Committee shall be attached to the Plan document as Appendices; and (e) take any action,
before or after an Award is made, that it deems advisable to obtain or comply with any necessary
local government regulatory exemptions or approvals. Notwithstanding the above, the Committee may
not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange
Act, the Code, any securities law or governing statute or any other applicable law.



     17.17 Arbitration of Disputes. Any controversy arising out of or relating to the Plan or an
Award Agreement shall be resolved by arbitration conducted in Houston, Texas pursuant to the
arbitration rules of the American Arbitration Association. The arbitration shall be final and
binding on the parties.



     17.18 No Fractional Shares. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash, additional Awards,
or other property shall be issued or paid in lieu of fractional shares of Stock or whether such
fractional shares or any rights thereto shall be forfeited or otherwise eliminated.



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     17.19 Governing Law. The provisions of the Plan and the rights of all persons claiming
thereunder shall be construed, administered and governed under the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the
sole and exclusive jurisdiction and venue of the federal or state courts of the State of Texas to
resolve any and all issues that may arise out of or relate to the Plan or any related Award
Agreement.




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