Person, who is considered to own more than fifty percent (50%) of the total voting power ofthe stock of the Company will not be considered a Change in Control; or               (ii) Change in Effective Control of the Company. If the Company has a class ofsecurities registered pursuant to Section 12 of the Exchange Act, a change in the effective controlof the Company which occurs on the date that a majority of members of the Board is replaced duringany twelve (12) month period by Directors whose appointment or election is not endorsed by amajority of the members of the Board prior to the date of the appointment or election. Forpurposes of this subsection (ii), if any Person is considered to be in effective control of theCompany, the acquisition of additional control of the Company by the same Person will not beconsidered a Change in Control; or               (iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A changein the ownership of a substantial portion of the Company’s assets which occurs on the date that anyPerson acquires (or has acquired during the twelve (12) month period ending on the date of the mostrecent acquisition by such person or persons) assets from the Company that have a total gross fairmarket value equal to or more than fifty percent (50%) of the total gross fair market value of allof the assets of the Company immediately prior to such acquisition or acquisitions; provided,however, that for purposes of this subsection (iii), the following will not constitute a change inthe ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that iscontrolled by the Company’s stockholders immediately after the transfer, or (B) a transfer ofassets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer)in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or moreof the total value or voting power of which is owned, directly or indirectly, by the Company, (3) aPerson, that owns, directly or indirectly, fifty percent (50%) or more of the total value or votingpower of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%)of the total value or voting power of which is owned, directly or indirectly, by a Person describedin this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market valuemeans the value of the assets of the Company, or the value of the assets being disposed of,determined without regard to any liabilities associated with such assets.          For purposes of this Section 2(h), persons will be considered to be acting as a group if theyare owners of a corporation that enters into a merger, consolidation, purchase or acquisition ofstock, or similar business transaction with the Company.          Notwithstanding the foregoing, a transaction shall not be deemed a Change in Control unlessthe transaction qualifies as a change in control event within the meaning of Section 409A of theCode, as it has been and may be amended from time to time, and any proposed or final TreasuryRegulations and Internal Revenue Service guidance that has been promulgated or may be promulgatedthereunder from time to time.          Further and for the avoidance of doubt, a transaction shall not constitute a Change in Controlif: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its solepurpose is to create a holding company that shall be owned in substantially the same proportions bythe persons who held the Company’s securities immediately before such transaction.          (i) “Code” means the Internal Revenue Code of 1986, as amended. Reference to aspecific section of the Code or Treasury Regulation thereunder will include such section orregulation, any valid regulation or other official applicable guidance promulgated under suchsection, and any comparable provision of any future legislation or regulation amending,supplementing or superseding such section or regulation.          (j) “Committee” means a committee of Directors or of other individuals satisfyingApplicable Laws appointed by the Board in accordance with Section 4 hereof.
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          (k) “Common Stock” means the common stock of the Company.          (l) “Company” means Oplink Communications, Inc., a Delaware corporation, or anysuccessor thereto.          (m) “Consultant” means any person, including an advisor, engaged by the Company or itsAffiliates to render services to such entity other than as an Employee.          (n) “Determination Date” means the latest possible date that will not jeopardize thequalification of an Award granted under the Plan as “performance-based compensation” under Section162(m) of the Code.          (o) “Director” means a member of the Board.          (p) “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code, provided that in the case of Awards other than Incentive Stock Options, theAdministrator in its discretion may determine whether a permanent and total disability exists inaccordance with uniform and non-discriminatory standards adopted by the Administrator from time totime.          (q) “Employee” means any person, including Officers and Directors, employed by theCompany or its Affiliates. Neither service as a Director nor payment of a director’s fee by theCompany will be sufficient to constitute “employment” by the Company.          (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (s) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:               (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq Global Market, the Nasdaq Global Select Market orthe Nasdaq Capital Market, its Fair Market Value shall be the closing sales price for such stock(or, if no closing sales price was reported on that date, as applicable, on the last trading datesuch closing sales price is reported) as quoted on such exchange or system on the day ofdetermination, as reported in *The Wall Street Journal*or such other source as the Administratordeems reliable;               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, its Fair Market Value shall be the mean between the high bid and low askedprices for the Common Stock on the day of determination (or, if no bids and asks were reported onthat date, as applicable, on the last trading date such bids and asks are reported); or               (iii) In the absence of an established market for the Common Stock, the Fair Market Value willbe determined in good faith by the Administrator.          (t) “Fiscal Year” means the fiscal year of the Company.          (u) “Incentive Stock Option” means an Option that by its terms qualifies and isotherwise intended to qualify as an incentive stock option within the meaning of Section 422 of theCode and the regulations promulgated thereunder.          (v) “Nonstatutory Stock Option” means an Option that by its terms does not qualify oris not intended to qualify as an Incentive Stock Option.
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          (w) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.          (x) “Option” means a stock option granted pursuant to the Plan.          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (z) “Participant” means the holder of an outstanding Award.          (aa) “Performance Goals” will have the meaning set forth in Section 11 of the Plan.          (bb) “Performance Period” means any Fiscal Year of the Company or such longer orshorter period as determined by the Administrator in its sole discretion.          (cc) “Performance Share” means an Award denominated in Shares which may be earned inwhole or in part upon attainment of performance goals or other vesting criteria as theAdministrator may determine pursuant to Section 10.          (dd) “Performance Unit” means an Award which may be earned in whole or in part uponattainment of performance goals or other vesting criteria as the Administrator may determine andwhich may be settled for cash, Shares or other securities or a combination of the foregoingpursuant to Section 10.          (ee) “Period of Restriction” means the period during which the transfer of Shares ofRestricted Stock are subject to restrictions and therefore, the Shares are subject to a substantialrisk of forfeiture. Such restrictions may be based on the passage of time, the achievement oftarget levels of performance, or the occurrence of other events as determined by the Administrator.          (ff) “Plan” means this 2009 Equity Incentive Plan.          (gg) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award underSection 8 of the Plan, or issued pursuant to the early exercise of an Option.          (hh) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal tothe Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unitrepresents an unfunded and unsecured obligation of the Company.          (ii) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.          (jj) “Section 16(b)” means Section 16(b) of the Exchange Act.          (kk) “Service Provider” means an Employee, Director or Consultant.          (ll) “Share” means a share of the Common Stock, as adjusted in accordance with Section15 of the Plan.          (mm) “Stock Appreciation Right” means an Award, granted alone or in connection with anOption, that pursuant to Section 7 is designated as a Stock Appreciation Right.          (nn) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,as defined in Section 424(f) of the Code.
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     3. Stock Subject to the Plan.          (a) Subject to the provisions of Section 15 of the Plan, the maximum aggregate number ofShares that may be issued under the Plan is 2,500,000 Shares plus any Shares subject to stockoptions or similar awards granted under 2000 Equity Incentive Plan (the “2000 Plan”) thatexpire or otherwise terminate without having been exercised in full and Shares issued pursuant toawards granted under the 2000 Plan that are forfeited to or repurchased by the Company (up to amaximum of 3,795,130 additional Shares from expired, terminated, forfeited or repurchased awardsgranted under the 2000 Plan). The Shares may be authorized, but unissued, or reacquired CommonStock.          (b) Full Value Awards. Any Shares subject to Awards of Restricted Stock, RestrictedStock Units, Performance Units, and Performance Shares will be counted against the numerical limitsof this Section 3 as 1.3 Shares for every one Share subject thereto. Further, if Shares acquiredpursuant to any such Award are forfeited or repurchased by the Company and would otherwise returnto the Plan pursuant to Section 3(c), 1.3 times the number of Shares so forfeited or repurchasedwill return to the Plan and will again become available for issuance.          (c) Lapsed Awards. If an Award expires or becomes unexercisable without having beenexercised in full or, with respect to Restricted Stock, Restricted Stock Units, Performance Unitsor Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, theunpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited,repurchased, or unissued Shares) which were subject thereto will become available for future grantor sale under the Plan (unless the Plan has terminated). Upon the exercise of a Stock AppreciationRight settled in Shares, the gross number of Shares covered by the portion of the Award soexercised will cease to be available under the Plan. Shares that have actually been issued underthe Plan under any Award will not be returned to the Plan and will not become available for futuredistribution under the Plan; provided, however, that if Shares issued pursuant to Awards ofRestricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchasedby the Company or are forfeited to the Company due to failure to vest, such Shares will becomeavailable for future grant under the Plan. Shares used to pay the exercise or purchase price of anAward and/or to satisfy the tax withholding obligations related to an Award will not becomeavailable for future grant or sale under the Plan. To the extent an Award under the Plan is paidout in cash rather than Shares, such cash payment will not result in reducing the number of Sharesavailable for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment asprovided in Section 15, the maximum number of Shares that may be issued upon the exercise ofIncentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to theextent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder,any Shares that become available for issuance under the Plan under this Section 3(c).          (d) Share Reserve. The Company, during the term of this Plan, will at all timesreserve and keep available such number of Shares as will be sufficient to satisfy the requirementsof the Plan.     4. Administration of the Plan.          (a) Procedure.               (i) Multiple Administrative Bodies. Different Committees with respect to differentgroups of Service Providers may administer the Plan.               (ii) Section 162(m). To the extent that the Administrator determines it to bedesirable to qualify Awards granted hereunder as “performance-based compensation” within themeaning of
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Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more“outside directors” within the meaning of Section 162(m) of the Code.               (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy therequirements for exemption under Rule 16b-3.               (iv) Other Administration. Other than as provided above, the Plan will beadministered by (A) the Board or (B) a Committee, which committee will be constituted to satisfyApplicable Laws.          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator will have the authority, in its discretion:               (i) to determine the Fair Market Value;               (ii) to select the Service Providers to whom Awards may be granted hereunder;               (iii) to determine the number of Shares to be covered by each Award granted hereunder;               (iv) to approve forms of Award Agreements for use under the Plan;               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of anyAward granted hereunder. Such terms and conditions include, but are not limited to, the exerciseprice, the time or times when Awards may be exercised (which may be based on performance criteria),any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitationregarding any Award or the Shares relating thereto, based in each case on such factors as theAdministrator will determine;               (vi) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;               (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, includingrules and regulations relating to sub-plans established for the purpose of satisfying applicableforeign laws or for qualifying for favorable tax treatment under applicable foreign laws;               (viii) to modify or amend each Award (subject to Section 20(c) of the Plan), including but notlimited to the discretionary authority to extend the post-termination exercisability period ofAwards and to extend the maximum term of an Option (subject to Section 6(e) regarding IncentiveStock Options);               (ix) to allow Participants to satisfy withholding tax obligations in such manner as prescribedin Section 16;               (x) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Award previously granted by the Administrator;
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               (xi) to allow a Participant to defer the receipt of the payment of cash or the delivery ofShares that would otherwise be due to such Participant under an Award pursuant to such proceduresas the Administrator may determine; and               (xii) to make all other determinations deemed necessary or advisable for administering thePlan.          (c) Prohibition Against Repricing. Subject to adjustments made pursuant to Section 15and notwithstanding anything to the contrary in the Plan, in no event shall the Administrator havethe right to amend the terms of any Award to reduce the exercise price of such outstanding Award orcancel an outstanding Award in exchange for cash or other Awards with an exercise price that isless than the exercise price of the original Award without stockholder approval.          (d) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand interpretations will be final and binding on all Participants and any other holders of Awards.          (e) No Liability. Under no circumstances shall the Company, its Affiliates, theAdministrator, or the Board incur liability for any indirect, incidental, consequential or specialdamages (including lost profits) of any form incurred by any person, whether or not foreseeable andregardless of the form of the act in which such a claim may be brought, with respect to the Plan orthe Company’s, its Affiliates’, the Administrator’s or the Board’s roles in connection with thePlan.     5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,Stock Appreciation Rights, Performance Units, and Performance Shares may be granted to ServiceProviders. Incentive Stock Options may be granted only to employees of the Company or any Parentor Subsidiary of the Company.     6. Stock Options.          (a) Grant of Stock Options. Subject to the terms and conditions of the Plan, anOption may be granted to Service Providers at any time and from time to time as will be determinedby the Administrator, in its sole discretion. Each Option will be designated in the AwardAgreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However,notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shareswith respect to which Incentive Stock Options are exercisable for the first time by the Participantduring any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds onehundred thousand U.S. dollars ($100,000), such Options will be treated as Nonstatutory StockOptions. For purposes of this Section 6(a), Incentive Stock Options will be taken into account inthe order in which they were granted. The Fair Market Value of the Shares will be determined as ofthe time the Option with respect to such Shares is granted.          (b) Number of Shares. The Administrator will have complete discretion to determinethe number of Shares subject to an Option granted to any Participant, provided that during anyFiscal Year, no Participant will be granted Options covering more than 1,000,000 Shares. Theforegoing limitation will be adjusted proportionately in connection with any change in theCompany’s capitalization as described in Section 15.          (c) Exercise Price and Other Terms. The Administrator, subject to the provisions ofthe Plan, will have complete discretion to determine the terms and conditions of Options grantedunder the Plan, provided, however, that the exercise price will not be less than one hundredpercent (100%) of the Fair Market Value of a Share on the date of grant. In addition, in the caseof an Incentive Stock Option granted to an employee of the Company or any Parent or Subsidiary ofthe Company who, at the time the Incentive
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Stock Option is granted, owns stock representing more than ten percent (10%) of the votingpower of all classes of stock of the Company or any Parent or Subsidiary, the per Share exerciseprice will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on thedate of grant. Notwithstanding the foregoing provisions of this Section 6(c), Options may begranted with a per Share exercise price of less than one hundred percent (100%) of the Fair MarketValue per Share on the date of grant pursuant to a transaction described in, and in a mannerconsistent with, Section 424(a) of the Code and the Treasury Regulations thereunder.          (d) Option Agreement.               (i) Terms and Conditions. Each Option grant will be evidenced by an Award Agreementthat will specify the exercise price, the term of the Option, the acceptable forms of considerationfor exercise (which may include any form of consideration permitted by Section 6(d)(ii), theconditions of exercise, and such other terms and conditions as the Administrator, in its solediscretion, will determine.               (ii) Form of Consideration. The Administrator will determine the acceptable form(s)of consideration for exercising an Option, including the method of payment, to the extent permittedby Applicable Laws. In the case of an Incentive Stock Option, the Administrator will determine theacceptable form of consideration at the time of grant. Such consideration to the extent permittedby Applicable Laws may include, but is not limited to:                    (1) cash;                    (2) check;                    (3) other Shares which have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option will be exercised and provided thataccepting such Shares, in the sole discretion of the Administrator, will not result in any adverseaccounting consequences to the Company;                    (4) by net exercise;                    (5) consideration received by the Company under a cashless exercise program implemented by theCompany in connection with the Plan;                    (6) a reduction in the amount of any Company liability to the Participant, including anyliability attributable to the Participant’s participation in any Company-sponsored deferredcompensation program or arrangement;                    (7) such other consideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws; or                    (8) any combination of the foregoing methods of payment.          (e) Term of Option. An Option granted under the Plan will expire upon the datedetermined by the Administrator, in its sole discretion, and set forth in the Award Agreement;provided, however, that the term will be no more than seven (7) years from the date of grantthereof. In the case of an Incentive Stock Option granted to a Participant who, at the time theIncentive Stock Option is granted, owns stock representing more than ten percent (10%) of the totalcombined voting power of all classes of stock of the Company or any Parent or Subsidiary, the termof the Incentive Stock Option will be five (5) years from the date of grant or such shorter term asmay be provided in the Award Agreement.
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          (f) Exercise of Option.               (i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunderwill be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Award Agreement. An Option may not beexercised for a fraction of a Share.                    An Option will be deemed exercised when the Company receives: (i) notice of exercise (in suchform as the Administrator specifies from time to time) from the person entitled to exercise theOption, and (ii) full payment for the Shares with respect to which the Option is exercised(together with applicable tax withholdings). Full payment may consist of any consideration andmethod of payment authorized by the Administrator and permitted by the Award Agreement and thePlan. Shares issued upon exercise of an Option will be issued in the name of the Participant or,if requested by the Participant, in the name of the Participant and his or her spouse. Until theShares are issued (as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receive dividends or any otherrights as a stockholder will exist with respect to the Shares subject to an Option, notwithstandingthe exercise of the Option. The Company will issue (or cause to be issued) such Shares promptlyafter the Option is exercised. No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as provided in Section 15 of thePlan.     Exercising an Option in any manner will decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Shares as to whichthe Option is exercised.               (ii) Termination of Relationship as a Service Provider. If a Participant ceases to bea Service Provider, other than upon the Participant’s termination as the result of theParticipant’s death or Disability, the Participant may exercise his or her Option within suchperiod of time as is specified in the Award Agreement to the extent that the Option is vested onthe date of termination (but in no event later than the expiration of the term of such Option asset forth in the Award Agreement). In the absence of a specified time in the Award Agreement, theOption will remain exercisable for three (3) months following the Participant’s termination.Unless otherwise provided by the Administrator, if on the date of termination the Participant isnot vested as to his or her entire Option, the Shares covered by the unvested portion of the Optionwill revert to the Plan. If after termination the Participant does not exercise his or her Optionwithin the time specified by the Administrator, the Option will terminate, and the Shares coveredby such Option will revert to the Plan.               (iii) Disability of Participant. If a Participant ceases to be a Service Provider asa result of the Participant’s Disability, the Participant may exercise his or her Option withinsuch period of time as is specified in the Award Agreement to the extent the Option is vested onthe date of termination (but in no event later than the expiration of the term of such Option asset forth in the Award Agreement). In the absence of a specified time in the Award Agreement, theOption will remain exercisable for twelve (12) months following the Participant’s termination.Unless otherwise provided by the Administrator, if on the date of termination the Participant isnot vested as to his or her entire Option, the Shares covered by the unvested portion of the Optionwill revert to the Plan. If after termination the Participant does not exercise his or her Optionwithin the time specified herein, the Option will terminate, and the Shares covered by such Optionwill revert to the Plan.               (iv) Death of Participant. If a Participant dies while a Service Provider, the Optionmay be exercised following the Participant’s death within such period of time as is specified inthe Award Agreement to the extent that the Option is vested on the date of death (but in no eventmay the Option be exercised later than the expiration of the term of such Option as set forth inthe Award Agreement), by the
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Participant’s designated beneficiary, provided such beneficiary has been designated prior toParticipant’s death in a form acceptable to the Administrator. If no such beneficiary has beendesignated by the Participant, then such Option may be exercised by the personal representative ofthe Participant’s estate or by the person(s) to whom the Option is transferred pursuant to theParticipant’s will or in accordance with the laws of descent and distribution. In the absence of aspecified time in the Award Agreement, the Option will remain exercisable for twelve (12) monthsfollowing Participant’s death. Unless otherwise provided by the Administrator, if at the time ofdeath Participant is not vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option will immediately revert to the Plan. If the Option is not so exercisedwithin the time specified herein, the Option will terminate, and the Shares covered by such Optionwill revert to the Plan.               (v) Other Termination. A Participant’s Award Agreement also may provide that if theexercise of the Option following the termination of Participant’s status as a Service Provider(other than upon the Participant’s death or Disability) would result in liability under Section16(b), then the Option will terminate on the earlier of (A) the expiration of the term of theOption set forth in the Award Agreement, or (B) the tenth (10th) day after the last date on whichsuch exercise would result in such liability under Section 16(b). Finally, a Participant’s AwardAgreement may also provide that if the exercise of the Option following the termination of theParticipant’s status as a Service Provider (other than upon the Participant’s death or Disability)would be prohibited at any time solely because the issuance of Shares would violate theregistration requirements under the Securities Act, then the Option will terminate on the earlierof (A) the expiration of the term of the Option, or (B) the expiration of a period of three (3)months after the termination of the Participant’s status as a Service Provider during which theexercise of the Option would not be in violation of such registration requirements.     7. Stock Appreciation Rights.          (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of thePlan, a Stock Appreciation Right may be granted to Service Providers at any time and from time totime as will be determined by the Administrator, in its sole discretion.          (b) Number of Shares. The Administrator will have complete discretion to determinethe number of Stock Appreciation Rights granted to any Participant, provided that during any FiscalYear, no Participant will be granted Stock Appreciation Rights covering more than 1,000,000 Shares.The foregoing limitation will be adjusted proportionately in connection with any change in theCompany’s capitalization as described in Section 15.          (c) Exercise Price and Other Terms. The Administrator, subject to the provisions ofthe Plan, will have complete discretion to determine the terms and conditions of Stock AppreciationRights granted under the Plan, provided, however, that the exercise price will not be less than onehundred percent (100%) of the Fair Market Value of a Share on the date of grant. Notwithstandingthe foregoing provisions of this Section 7(c), Stock Appreciation Rights may be granted with a perShare exercise price of less than one hundred percent (100%) of the Fair Market Value per Share onthe date of grant pursuant to a transaction described in, and in a manner consistent with, Section424(a) of the Code and the Treasury Regulations thereunder.          (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will beevidenced by an Award Agreement that will specify the exercise price, the term of the StockAppreciation Right, the acceptable forms of consideration for exercise (which may include any formof consideration permitted by Section 6(d)(ii), the conditions of exercise, and such other termsand conditions as the Administrator, in its sole discretion, will determine.
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          (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted underthe Plan will expire upon the date determined by the Administrator, in its sole discretion, and setforth in the Award Agreement; provided, however, that the term will be no more than seven (7) yearsfrom the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(f) relatingto exercise also will apply to Stock Appreciation Rights.          (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock AppreciationRight, a Participant will be entitled to receive payment from the Company in an amount determinedby multiplying:               (i) The difference between the Fair Market Value of a Share on the date of exercise over theexercise price; times               (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.     At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise maybe in cash, in Shares of equivalent value, or in some combination thereof.     8. Restricted Stock.          (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, theAdministrator, at any time and from time to time, may grant Shares of Restricted Stock to ServiceProviders in such amounts as the Administrator, in its sole discretion, will determine.          (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced byan Award Agreement that will specify the Period of Restriction, the number of Shares granted, andsuch other terms and conditions as the Administrator, in its sole discretion, will determine.Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares ofRestricted Stock until the restrictions on such Shares have lapsed. Notwithstanding the foregoingsentence, for restricted stock intended to qualify as “performance-based compensation” within themeaning of Section 162(m) of the Code, during any Fiscal Year no Participant will receive more thanan aggregate of 300,000 Shares of Restricted Stock. The foregoing limitation will be adjustedproportionately in connection with any change in the Company’s capitalization as described inSection 15.          (c) Transferability. Except as provided in this Section 8, Shares of Restricted Stockmay not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until theend of the applicable Period of Restriction.          (d) Other Restrictions. The Administrator, in its sole discretion, may impose suchother restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.          (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Sharesof Restricted Stock covered by each Restricted Stock grant made under the Plan will be releasedfrom escrow as soon as practicable after the last day of the Period of Restriction or at such othertime as the Administrator may determine. The Administrator, in its sole discretion, may reduce orwaive any restrictions for such Award and may accelerate the time at which any restrictions willlapse or be removed.          (f) Voting Rights. During the Period of Restriction, Service Providers holding Sharesof Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares,unless the Administrator determines otherwise.
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          (g) Dividends and Other Distributions. During the Period of Restriction, ServiceProviders holding Shares of Restricted Stock will be entitled to receive all dividends and otherdistributions paid with respect to such Shares, unless the Administrator provides otherwise. Ifany such dividends or distributions are paid in Shares, the Shares will be subject to the samerestrictions on transferability and forfeitability as the Shares of Restricted Stock with respectto which they were paid.          (h) Return of Restricted Stock to Company. On the date set forth in the AwardAgreement, the Restricted Stock for which restrictions have not lapsed will revert to the Companyand again will become available for grant under the Plan.          (i) Section 162(m) Performance Restrictions. For purposes of qualifying grants ofRestricted Stock as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may set restrictions based upon the achievement of PerformanceGoals. The Performance Goals will be set by the Administrator on or before the Determination Date.In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, theAdministrator will follow any procedures determined by it from time to time to be necessary orappropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., indetermining the Performance Goals).     9. Restricted Stock Units.          (a) Grant. Restricted Stock Units may be granted at any time and from time to time asdetermined by the Administrator. After the Administrator determines that it will grant RestrictedStock Units under the Plan, it will advise the Participant in an Award Agreement of the terms,conditions, and restrictions related to the grant, including the number of Restricted Stock Units.Notwithstanding anything to the contrary in this subsection (a), for Restricted Stock Unitsintended to qualify as “performance-based compensation” within the meaning of Section 162(m) of theCode, during any Fiscal Year of the Company, no Participant will receive more than an aggregate of300,000 Restricted Stock Units. The foregoing limitation will be adjusted proportionately inconnection with any change in the Company’s capitalization as described in Section 15.          (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria inits discretion, which, depending on the extent to which the criteria are met, will determine thenumber of Restricted Stock Units that will be paid out to the Participant. The Administrator mayset vesting criteria based upon the achievement of Company-wide, business unit, or individual goals(including, but not limited to, continued employment), or any other basis determined by theAdministrator in its discretion.          (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, theParticipant will be entitled to receive a payout as determined by the Administrator.Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, theAdministrator, in its sole discretion, may reduce or waive any vesting criteria that must be met toreceive a payout and may accelerate the time at which any restrictions will lapse or be removed.          (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be madeas soon as practicable after the date(s) set forth in the Award Agreement or as otherwise providedin the applicable Award Agreement or as required by Applicable Laws. The Administrator, in itssole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof.Shares represented by Restricted Stock Units that are fully paid in cash again will not reduce thenumber of Shares available for grant under the Plan.          (e) Cancellation. On the date set forth in the Award Agreement, all unearnedRestricted Stock Units will be forfeited to the Company.
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          (f) Section 162(m) Performance Restrictions. For purposes of qualifying grants ofRestricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may set restrictions based upon the achievement of PerformanceGoals. The Performance Goals will be set by the Administrator on or before the Determination Date.In granting Restricted Stock Units which are intended to qualify under Section 162(m) of the Code,the Administrator will follow any procedures determined by it from time to time to be necessary orappropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., indetermining the Performance Goals).     10. Performance Units and Performance Shares.          (a) Grant of Performance Units/Shares. Performance Units and Performance Shares maybe granted to Service Providers at any time and from time to time, as will be determined by theAdministrator, in its sole discretion. The Administrator will have complete discretion indetermining the number of Performance Units and Performance Shares granted to each Participantprovided that during any Fiscal Year, for Performance Units or Performance Shares intended toqualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, (i)no Participant will receive Performance Units having an initial value greater than $3,000,000, and(ii) no Participant will receive more than 300,000 Performance Shares. The foregoing limitationswill be adjusted proportionately in connection with any change in the Company’s capitalization asdescribed in Section 15.          (b) Value of Performance Units/Shares. Each Performance Unit will have an initialvalue that is established by the Administrator on or before the date of grant. Each PerformanceShare will have an initial value equal to the Fair Market Value of a Share on the date of grant.          (c) Performance Objectives and Other Terms. The Administrator will set performanceobjectives or other vesting provisions (including, without limitation, continued status as aService Provider) in its discretion which, depending on the extent to which they are met, willdetermine the number or value of Performance Units/Shares that will be paid out to the ServiceProviders. The time period during which the performance objectives or other vesting provisionsmust be met will be called the “Performance Period.” Each Award of Performance Units/Shares willbe evidenced by an Award Agreement that will specify the Performance Period, and such other termsand conditions as the Administrator, in its sole discretion, will determine. The Administrator mayset performance objectives based upon the achievement of Company-wide, divisional, or individualgoals, applicable federal or state securities laws, or any other basis determined by theAdministrator in its discretion.          (d) Earning of Performance Units/Shares. After the applicable Performance Period hasended, the holder of Performance Units/Shares will be entitled to receive a payout of the number ofPerformance Units/Shares earned by the Participant over the Performance Period, to be determined asa function of the extent to which the corresponding performance objectives or other vestingprovisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, inits sole discretion, may reduce or waive any performance objectives or other vesting provisions forsuch Performance Unit/Share and may accelerate the time at which any restrictions will lapse or beremoved.          (e) Form and Timing of Payment of Performance Units/Shares. Payment of earnedPerformance Units/Shares will be made as soon as practicable after the expiration of the applicablePerformance Period, or as otherwise provided in the applicable Award Agreement or as required byApplicable Laws. The Administrator, in its sole discretion, may pay earned PerformanceUnits/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to thevalue of the earned Performance Units/Shares at the close of the applicable Performance Period) orin a combination thereof.
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          (f) Cancellation of Performance Units/Shares. On the date set forth in the AwardAgreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, andagain will be available for grant under the Plan.          (g) Section 162(m) Performance Restrictions. For purposes of qualifying grants ofPerformance Units/Shares as “performance-based compensation” under Section 162(m) of the Code, theAdministrator, in its discretion, may set restrictions based upon the achievement of PerformanceGoals. The Performance Goals will be set by the Administrator on or before the Determination Date.In granting Performance Units/Shares which are intended to qualify under Section 162(m) of theCode, the Administrator will follow any procedures determined by it from time to time to benecessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code(e.g., in determining the Performance Goals).     11. Performance-Based Compensation Under Code Section 162(m).          (a) General. If the Administrator, in its discretion, decides to grant an Awardintended to qualify as “performance-based compensation” under Section 162(m) of the Code, theprovisions of this Section 11 will control over any contrary provision in the Plan; provided,however, that the Administrator may in its discretion grant Awards that are not intended to qualifyas “performance-based compensation” under Section 162(m) of the Code to such Participants that arebased on Performance Goals or other specific criteria or goals but that do not satisfy therequirements of this Section 11.          (b) Performance Goals. The granting and/or vesting of Awards of Restricted Stock,Restricted Stock Units, Performance Shares and Performance Units and other incentives under thePlan may be made subject to the attainment of performance goals relating to one or more businesscriteria within the meaning of Section 162(m) of the Code and may provide for a targeted level orlevels of achievement (“Performance Goals”) including: attainment of research anddevelopment milestones; business divestitures and acquisitions; cash flow; cash position; contractawards or backlog; customer renewals; customer retention rates from an acquired company, businessunit or division; earnings (which may include earnings before interest and taxes, earnings beforetaxes and net earnings); earnings per Share; expenses; gross margin; growth in stockholder valuerelative to the moving average of the S&P 500 Index or another index; market share; net income; netprofit; net sales; new product development; new product invention or innovation; operating cashflow; operating expenses; operating income; operating margin; overhead or other expense reduction;product defect measures; product release timelines; productivity; profit; return on assets; returnon capital; return on equity; return on investment; return on sales; revenue; revenue growth; salesresults; sales growth; stock price; time to market; total stockholder return; or working capital.Any criteria used may be (A) measured in absolute terms, (B) measured in terms of growth, (C)compared to another company or companies, (D) measured against the market as a whole and/oraccording to applicable market indices, (E) measured against the performance of the Company as awhole or a segment of the Company and/or (F) measured on a pre-tax or post-tax basis (ifapplicable). Further, any Performance Goals may be used to measure the performance of the Companyas a whole or a business unit or other segment of the Company, or one or more product lines orspecific markets and may be measured relative to a peer group or index. The Performance Goals maydiffer from Participant to Participant and from Award to Award. Prior to the Determination Date,the Administrator will determine whether any significant element(s) will be included in or excludedfrom the calculation of any Performance Goal with respect to any Participant. In all otherrespects, Performance Goals will be calculated in accordance with the Company’s financialstatements, generally accepted accounting principles, or under a methodology established by theAdministrator prior to the issuance of an Award and which is consistently applied with respect to aPerformance Goal in the relevant Performance Period. The Administrator will appropriately adjustany evaluation of performance under a Performance Goal to exclude (i) any extraordinarynon-recurring items as described in AccountingPrinciples Board Opinion No. 30 and/or in management’s discussion and analysis of financialconditions and
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results of operations appearing in the Company’s annual report to stockholders forthe applicable year, or (ii) the effect of any changes in accounting principles affecting theCompany’s or a business units’ reported results. In addition, the Administrator will adjust anyperformance criteria, Performance Goal or other feature of an Award that relates to or is wholly orpartially based on the number of, or the value of, any stock of the Company, to reflect any stockdividend or split, repurchase, recapitalization, combination, or exchange of shares or othersimilar changes in such stock.          (c) Procedures. To the extent necessary to comply with the performance-basedcompensation provisions of Section 162(m) of the Code, with respect to any Award granted subject toPerformance Goals and intended to qualify as “performance-based compensation” under Section 162(m)of the Code, within the first twenty-five percent (25%) of the Performance Period, but in no eventmore than ninety (90) days following the commencement of any Performance Period (or such other timeas may be required or permitted by Section 162(m) of the Code), the Administrator will, in writing,(i) designate one or more Participants to whom an Award will be made, (ii) select the PerformanceGoals applicable to the Performance Period, (iii) establish the Performance Goals, and amounts ofsuch Awards, as applicable, which may be earned for such Performance Period, and (iv) specify therelationship between Performance Goals and the amounts of such Awards, as applicable, to be earnedby each Participant for such Performance Period.          (d) Additional Limitations. Notwithstanding any other provision of the Plan, anyAward which is granted to a Participant and is intended to constitute qualified performance-basedcompensation under Section 162(m) of the Code will be subject to any additional limitations setforth in the Code (including any amendment to Section 162(m)) or any regulations and ruling issuedthereunder that are requirements for qualification as qualified performance-based compensation asdescribed in Section 162(m) of the Code, and the Plan will be deemed amended to the extentnecessary to conform to such requirements.          (e) Determination of Amounts Earned. Following the completion of each PerformancePeriod, the Administrator will certify in writing whether the applicable Performance Goals havebeen achieved for such Performance Period. A Participant will be eligible to receive paymentpursuant to an Award intended to qualify as “performance-based compensation” under Section 162(m)of the Code for a Performance Period only if the Performance Goals for such period are achieved.In determining the amounts earned by a Participant pursuant to an Award intended to qualified as“performance-based compensation” under Section 162(m) of the Code, the Committee will have theright to (a) reduce or eliminate (but not to increase) the amount payable at a given level ofperformance to take into account additional factors that the Committee may deem relevant to theassessment of individual or corporate performance for the Performance Period, (b) determine whatactual Award, if any, will be paid in the event of a termination of employment as the result of aParticipant’s death or disability or upon a Change in Control or in the event of a termination ofemployment following a Change in Control prior to the end of the Performance Period, and (c)determine what actual Award, if any, will be paid in the event of a termination of employment otherthan as the result of a Participant’s death or disability prior to a Change of Control and prior tothe end of the Performance Period to the extent an actual Award would have otherwise been achievedhad the Participant remained employed through the end of the Performance Period. A Participantwill be eligible to receive payment pursuant to an Award intended to qualify as “performance-basedcompensation” under Section 162(m) of the Code for a Performance Period only if the PerformanceGoals for such period are achieved.     12. Compliance With Code Section 409A. Awards will be designed and operated in such amanner that they are either exempt from the application of, or comply with, the requirements ofCode Section 409A such that the grant, payment, settlement or deferral will not be subject to theadditional tax or interest applicable under Code Section 409A, except as otherwise determined inthe sole discretion of the Administrator. The Plan and each Award Agreement under the Plan isintended to meet the requirements ofCode Section 409A and will be construed and interpreted in accordance with such intent, exceptas otherwise
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determined in the sole discretion of the Administrator. To the extent that an Awardor payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award willbe granted, paid, settled or deferred in a manner that will meet the requirements of Code Section409A, such that the grant, payment, settlement or deferral will not be subject to the additionaltax or interest applicable under Code Section 409A.     13. Leaves of Absence/Transfer Between Locations. Unless the Administrator providesotherwise and except as required by Applicable Laws, vesting of Awards granted hereunder will besuspended during any unpaid leave of absence. A Participant will not cease to be an Employee inthe case of (i) any leave of absence approved by the Company or (ii) transfers between locations ofthe Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive StockOptions, no such leave may exceed three (3) months, unless reemployment upon expiration of suchleave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absenceapproved by the Company is not so guaranteed, then six (6) months following the first(1st) day of such leave, any Incentive Stock Option held by the Participant will ceaseto be treated as an Incentive Stock Option and will be treated for tax purposes as a NonstatutoryStock Option.     14. Transferability.          (a) Non-Transferability of Awards. Unless determined otherwise by the Administrator,an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in anymanner other than by will or by the laws of descent or distribution and may be exercised, duringthe lifetime of the Participant, only by the Participant.          (b) Prohibition Against an Award Transfer Program. Notwithstanding anything to thecontrary in the Plan, in no event will the Administrator have the right to determine and implementthe terms and conditions of any Award Transfer Program without stockholder approval.     15. Adjustments; Dissolution or Liquidation; Merger or Change in Control.          (a) Adjustments. In the event that any dividend or other distribution (whether in theform of cash, Shares, other securities, or other property), recapitalization, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, orexchange of Shares or other securities of the Company, or other change in the corporate structureof the Company affecting the Shares occurs, the Administrator, in order to prevent diminution orenlargement of the benefits or potential benefits intended to be made available under the Plan,will adjust the number and class of Shares that may be delivered under the Plan and/or the number,class, and price of Shares covered by each outstanding Award, the numerical Share limits set forthin Sections 3, 6, 7, 8, 9 and 10 of the Plan.          (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator will notify each Participant as soon as practicableprior to the effective date of such proposed transaction. To the extent it has not been previouslyexercised, an Award will terminate immediately prior to the consummation of such proposed action.          (c) Change in Control. In the event of a merger or Change in Control, eachoutstanding Award will be treated as the Administrator determines without a Participant’s consent,including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awardswill be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) withappropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice toa Participant, that the Participant’s Awards will terminate upon or immediately prior to theconsummation of such merger or Change in Control; (iii) outstanding Awards will vest and becomeexercisable, realizable, or payable, or restrictions applicable to anAward will lapse, in whole or in part prior to or upon consummation of such merger or Changein
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Control, and, to the extent the Administrator determines, terminate upon or immediately prior tothe effectiveness of such merger of Change in Control; (iv) (A) the termination of an Award inexchange for an amount of cash and/or property, if any, equal to the amount that would have beenattained upon the exercise of such Award or realization of the Participant’s rights as of the dateof the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of theoccurrence of the transaction the Administrator determines in good faith that no amount would havebeen attained upon the exercise of such Award or realization of the Participant’s rights, then suchAward may be terminated by the Company without payment), or (B) the replacement of such Award withother rights or property selected by the Administrator in its sole discretion; or (v) anycombination of the foregoing. In taking any of the actions permitted under this subsection 15(c),the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, orall Awards of the same type, similarly.          In the event that the successor corporation does not assume or substitute for the Award (orportion thereof), the Participant will fully vest in and have the right to exercise all of his orher outstanding Options and Stock Appreciation Rights that are not assumed or substituted for,including Shares as to which such Awards would not otherwise be vested or exercisable, allrestrictions on Restricted Stock, Restricted Stock Units, and Performance Shares/Units not assumedor substituted for will lapse, and, with respect to Awards with performance-based vesting notassumed or substituted for, all performance goals or other vesting criteria will be deemed achievedat one hundred percent (100%) of target levels and all other terms and conditions met. Inaddition, if an Option or Stock Appreciation Right is not assumed or substituted for in the eventof a Change in Control, the Administrator will notify the Participant in writing or electronicallythat the Option or Stock Appreciation Right will be fully vested and exercisable for a period oftime determined by the Administrator in its sole discretion, and the Option or Stock AppreciationRight will terminate upon the expiration of such period.          For the purposes of this subsection (c), an Award will be considered assumed if, following theChange in Control, the Award confers the right to purchase or receive, for each Share subject tothe Award immediately prior to the Change in Control, the consideration (whether stock, cash, orother securities or property) or, in the case of a Stock Appreciation Right upon the exercise ofwhich the Administrator determines to pay cash or a Restricted Stock Unit, Performance Share orPerformance Unit which the Administrator can determine to pay in cash, the fair market value of theconsideration received in the merger or Change in Control by holders of Common Stock for each Shareheld on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the Change in Control is notsolely common stock of the successor corporation or its Parent, the Administrator may, with theconsent of the successor corporation, provide for the consideration to be received upon theexercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit,Performance Unit or Performance Share, for each Share subject to such Award (or in the case of anAward settled in cash, the number of implied shares determined by dividing the value of the Awardby the per share consideration received by holders of Common Stock in the Change in Control), to besolely common stock of the successor corporation or its Parent equal in fair market value to theper share consideration received by holders of Common Stock in the Change in Control.          Notwithstanding anything in this Section 15(c) to the contrary, an Award that vests, is earnedor paid-out upon the satisfaction of one or more Performance Goals will not be considered assumedif the Company or its successor modifies any of such Performance Goals without the Participant’sconsent; provided, however, a modification to such Performance Goals only to reflect the successorcorporation’s post-Change in Control corporate structure will not be deemed to invalidate anotherwise valid Award assumption.          Notwithstanding anything in this Section 15(c) to the contrary, if a payment under an AwardAgreement is subject to Section 409A of the Code and if the change in control definition contained in the
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Award Agreement or other agreement related to the Award does not comply with the definitionof “change in control” for purposes of a distribution under Section 409A of the Code, then anypayment of an amount that is otherwise accelerated under this Section will be delayed until theearliest time that such payment would be permissible under Section 409A of the Code withouttriggering any penalties applicable under Section 409A of the Code.     16. Tax Withholding.          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant toan Award (or exercise thereof), the Company will have the power and the right to deduct orwithhold, or require a Participant to remit to the Company, an amount sufficient to satisfyfederal, state, local, foreign or other taxes (including the Participant’s FICA obligation)required to be withheld with respect to such Award (or exercise thereof).          (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuantto such procedures as it may specify from time to time, may permit a Participant to satisfy suchtax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b)electing to have the Company withhold otherwise deliverable cash or Shares having a Fair MarketValue equal to the amount required to be withheld, (c) delivering to the Company already-ownedShares having a Fair Market Value equal to the amount required to be withheld, provided thedelivery of such Shares will not result in any adverse accounting consequences as the Administratordetermines in its sole discretion, (d) selling a sufficient number of Shares otherwise deliverableto the Participant through such means as the Administrator may determine in its sole discretion(whether through a broker or otherwise) equal to the amount required to be withheld, or (e)retaining from salary or other amounts payable to the Participant cash having a sufficient value tosatisfy the amount required to be withheld. The amount of the withholding requirement will bedeemed to include any amount which the Administrator agrees may be withheld at the time theelection is made, not to exceed the amount determined by using the maximum federal, state or localmarginal income tax rates applicable to the Participant with respect to the Award on the date thatthe amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to bewithheld or delivered will be determined as of the date that the taxes are required to be withheld.     17. No Effect on Employment or Service. Neither the Plan nor any Award will conferupon a Participant any right with respect to continuing the Participant’s relationship as a ServiceProvider with the Company, nor will they interfere in any way with the Participant’s right or theCompany’s right to terminate such relationship at any time, with or without cause, to the extentpermitted by Applicable Laws.     18. Date of Grant. The date of grant of an Award will be, for all purposes, the dateon which the Administrator makes the determination granting such Award, or such other later date asis determined by the Administrator. Notice of the determination will be provided to eachParticipant within a reasonable time after the date of such grant.     19. Term of Plan. The Plan will become effective upon its approval by thestockholders of the Company. It will continue in effect for a term of ten (10) years from the datethe Plan was adopted by the Board, unless terminated earlier under Section 20 of the Plan.     20. Amendment and Termination of the Plan.          (a) Amendment and Termination. The Administrator may at any time amend, alter,suspend or terminate the Plan.
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          (b) Stockholder Approval. The Company will obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws.          (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan will impair the rights of any Participant, unless mutually agreed otherwisebetween the Participant and the Administrator, which agreement must be in writing and signed by theParticipant and the Company. Termination of the Plan will not affect the Administrator’s abilityto exercise the powers granted to it hereunder with respect to Awards granted under the Plan priorto the date of such termination.     21. Conditions Upon Issuance of Shares.          (a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Awardunless the exercise of such Award and the issuance and delivery of such Shares will comply withApplicable Laws and will be further subject to the approval of counsel for the Company with respectto such compliance.          (b) Investment Representations. As a condition to the exercise of an Award, theCompany may require the person exercising such Award to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.     22. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority will not have been obtained.     23. Stockholder Approval. The Plan was adopted by the Board on September 23, 2009 andwas approved by the stockholders of the Company, and became effective, on November 4, 2009.
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