ex10_1.htm


    
      

    

    Exhibit
10.1

    


    TRIMBLE
NAVIGATION LIMITED

     

    AMENDED
AND RESTATED 2002 STOCK PLAN

    (as
amended March 6, 2009)

     

    1.    
        Purposes of the
Plan.  The purposes of this Amended and Restated 2002 Stock
Plan are:

     

    
      	
               
      

            	
              ·

            	
              to
      attract and retain the best available personnel for positions of
      substantial responsibility,

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      provide additional incentive to Employees, Directors and Consultants,
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      promote the success of the Company’s
business.

            


    

     

    Grants
under the Plan may be Awards, Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.

    


    2.       
     Definitions.  As
used herein, the following definitions shall apply:

     

    (a)           “Administrator” means
the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.

     

    (b)           “Affiliate” means any
“parent” or “subsidiary” as such terms are defined in Rule 405 of the U.S.
Securities Act of 1933, as amended.  The Board shall have the
authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.

     

    (c)           “Applicable Laws”
means the requirements relating to the administration of stock incentive plans
under U.S. state corporate laws, U.S. federal, state and foreign securities
laws, the Code, any stock exchange or quotation system on which the Common Stock
is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Options or Awards are, or will be, granted under the
Plan.

     

    (d)           “Award” means a grant
of Shares, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance-Based Awards, or of any other right to receive Shares or cash
pursuant to Section 12 of the Plan.

     

    (e)           “Award Agreement”
means a written or electronic form of notice or agreement between the Company
and an Awardee evidencing the terms and conditions of an individual
Award.  The Award Agreement is subject to the terms and conditions of
the Plan.

     

    (f)           “Awarded Stock” means
the Common Stock subject to an Award.

     

    (g)           “Awardee” means the
holder of an outstanding Award.

     

    (h)           “Board” means the
board of directors of the Company.

     

    (i)           “Change in Control”
means the occurrence of any of the following events:

     

    (i)     
      Any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities;
or


    
      
        
        

      

      
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    (ii)           The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or

     

    (iii)           A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the Directors are Incumbent
Directors.  “Incumbent Directors” means Directors who either
(A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company); or

     

    (iv)           The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.

     

    (j)    
       “Code” means the
Internal Revenue Code of 1986, as amended.

     

    (k)           “Committee” means a
committee of Directors appointed by the Board in accordance with Section 4
of the Plan.

     

    (l)     
      “Common Stock” means
the common stock of the Company.

     

    (m)          “Company” means
Trimble Navigation Limited, a California corporation.

     

    (n)           “Consultant” means any
natural person, including an advisor, engaged by the Company or a Parent or
Subsidiary or Affiliate to render services to such entity and the services
rendered by the consultant or advisor are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company’s
securities.

     

    (o)           “Covered Employee”
means an Employee who is, or could be, a “covered employee” within the meaning
of Section 162(m) of the Code.

     

    (p)           “Director” means a
member of the Board.

     

    (q)           “Disability” means
that the Awardee or Optionee would qualify to receive benefit payments under the
long-term disability policy, as it may be amended from time to time, of the
Company or the Subsidiary or Affiliate to which the Awardee or Optionee provides
services regardless of whether the Awardee or Optionee is covered by such
policy.  If the Company or Subsidiary or Affiliate to which the
Awardee or Optionee provides service does not have a long-term disability plan
in place, “Disability” means that an Awardee or Optionee is unable to carry out
the responsibilities and functions of the position held by the Awardee or
Optionee by reason of any medically determined physical or mental impairment for
a period of not less than ninety (90) consecutive days.  An Awardee or
Optionee shall not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Board in its
discretion.  Notwithstanding the foregoing, for purposes of Incentive
Stock Options granted under the Plan, “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


    
      
        
        

      

      
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    (r)           “Dividend Equivalents”
means rights granted to an Awardee related to the Award of Restricted Stock
Units or other Awards for which Shares have not been issued yet, which is a
right to receive the equivalent value of dividends paid on the Shares prior to
vesting of the Award.  Such Dividend Equivalents shall be converted to
cash or additional Shares by such formula and at such time and subject to such
limitations as may be determined by the Administrator.

     

    (s)           “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary or Affiliate of the Company, but shall exclude individuals who are
classified by the Company or any Parent or Subsidiary or Affiliate as (a) leased
from or otherwise employed by a third party, (b) independent contractors or (c)
intermittent or temporary, even if any such classification is changed
retroactively as a result of an audit, litigation or otherwise.  A
Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or protected under applicable local
laws, as interpreted by the Company or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary or Affiliate, or
any successor.  For purposes of Incentive Stock Options, no such leave
may exceed three months, unless reemployment upon expiration of such leave is
guaranteed by statute or contract.  If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, then
three (3) months following the last day of the three month period of such
leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.  Neither service as a Director nor payment
of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.

     

    (t)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (u)           “Fair Market Value”
means, as of any date, the value of Common Stock determined as
follows:

     

    (i)           If
the Common Stock is listed on any estab­lished stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street
Journal or such other source as the Administrator deems reliable, or if
no sales occurred on such date, then on the date immediately prior to such date
on which sales prices are reported;

     

    (ii)           If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or

     

    (iii)           In
the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Board.

     

    (v)           “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

     

    (w)           “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option.


    
      
        
        

      

      
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    (x)           “Officer” means a
person who is an officer of the Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated
thereunder.

     

    (y)           “Option” means a stock
option granted pursuant to the Plan.

     

    (z)           “Option Agreement”
means a written or electronic form of notice or agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject to the terms and conditions of
the Plan.

     

    (aa)         “Optioned Stock” means
the Common Stock subject to an Option.

     

    (bb)         “Optionee” means the
holder of an outstanding Option.

     

    (cc)         “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (dd)         “Performance-Based
Award” means an Award granted pursuant to Section 11.

     

    (ee)         “Performance Criteria”
means the criteria that the Administrator selects for purposes of establishing
the Performance Goal or Performance Goals for an Awardee for a Performance
Period.  The Performance Criteria that will be used to establish
Performance Goals are limited to the following: earnings or net earnings (either
before or after interest, taxes, depreciation and amortization), economic
value-added, sales or revenue, income, net income (either before or after
taxes), operating earnings, cash flow (including, but not limited to, operating
cash flow and free cash flow), cash flow return on capital, return on assets or
net assets, return on stockholders’ equity, return on capital, stockholder
returns, return on sales, gross or net profit margin, productivity, expense,
margins, operating efficiency, customer satisfaction, working capital, earnings
per Share, price per Share, market share, new products, customer penetration,
technology and risk management, any of which may be measured either in absolute
terms or as compared to any incremental increase or as compared to results of a
peer group.  The Adminstrator shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Awardee.

     

    (ff)          “Performance Goals”
means, for a Performance Period, the goals established in writing by the
Administrator for the Performance Period based upon the Performance
Criteria.  Depending on the Performance Criteria used to establish
such Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance, the performance of a Subsidiary or Affiliate, the
performance of a division or a business unit of the Company or a Subsidiary or
Affiliate, or the performance of an individual.  The Administrator, in
its discretion, may, to the extent consistent with, and within the time
prescribed by, Section 162(m) of the Code, appropriately adjust or modify the
calculation of Performance Goals for such Performance Period in order to prevent
the dilution or enlargement of the rights of Awardees (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business
conditions.

     

    (gg)         “Performance Period”
means the one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining an
Awardee’s right to, and the payment of, a Performance-Based
Award.


    
      
        
        

      

      
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    (hh)   
     “Plan” means this
Amended and Restated 2002 Stock Plan, as amended from time to time.

     

    (ii)           “Qualified Performance-Based
Compensation” means any compensation that is intended to qualify as
“qualified performance-based compensation” as described in Section 162(m)(4)(C)
of the Code.

     

    (jj)           “Restricted Stock”
means Shares subject to certain restrictions, granted pursuant to Section 8 of
the Plan.

     

    (kk)         “Restricted Stock
Unit” means the right to receive a Share, or the Fair Market Value of a
Share in cash, granted pursuant to Section 9 of the Plan.

     

    (ll)           “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.

     

    (mm)       “Section 16(b)”
means Section 16(b) of the Exchange Act.

     

    (nn)    
    “Service Provider”
means an Employee, Director or Consultant.

     

    (oo)     
   “Share” means a share
of Common Stock, as adjusted in accordance with Section 14 of the
Plan.

     

    (pp)      
  “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.

     

    (qq)         “Stock Appreciation
Right” means the right, granted pursuant to Section 10,  to
receive a payment, equal to the excess of the Fair Market Value of a specified
number of Shares on the date the Stock Appreciation Right is exercised, over the
grant price of the Shares.

     

    3.           Stock Subject to the
Plan.  Subject to the provisions of Section 14 of the
Plan, the maximum aggregate number of Shares that may be awarded or optioned and
delivered under the Plan is 20,000,000 Shares, plus (a) any Shares which were
reserved but not issued under the Company’s 1993 Stock Option Plan (the “1993
Plan”), and (b) any Shares returned to the 1993 Plan as a result of termination
of options granted under the 1993 Plan; provided, however, that the maximum
aggregate number of Shares that may be issued pursuant to the exercise of
Incentive Stock Options shall in no event exceed 20,000,000
Shares.  Any Shares that are subject to Options or Stock Appreciation
Rights shall be counted against this limit as one (1) Share for every one (1)
Share granted.  Any Shares that are subject to any Awards other than
Options or Stock Appreciation Rights or other Awards which Awardees pay full
value for (as determined on the date of the grant) shall be counted against this
limit as one and one half (1.5) Shares for every one (1) Share
granted.  The Shares issued hereunder may be authorized, but unissued,
or reacquired Common Stock.

     

    If an
Award or Option expires, is cancelled, forfeited or becomes unexercisable
without having been exercised in full or otherwise settled in full, or is
settled in cash, the undelivered Shares which were subject thereto shall, unless
the Plan has terminated, become available for future Awards or Options under the
Plan.  To the extent permitted by applicable law or any exchange rule,
Shares issued in assumption of, or in substitution for, any outstanding awards
of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against Shares available for grant pursuant to
this Plan.  The payment of Dividend Equivalent rights in cash in
conjunction with any outstanding Awards shall not be counted against the Shares
available for issuance under the Plan.  Notwithstanding the provisions
of this Section 3, no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Stock Option to fail to qualify as an incentive
stock option under Section 422 of the Code.


    
      
        
        

      

      
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    4.           Administration of the
Plan.

     

    (a)           Procedure.

     

    (i)      
     Multiple Administrative
Bodies.  Different Committees with respect to different groups
of Service Providers may administer the Plan.

     

    (ii)           Section 162(m).  To
the extent that the Administrator determines it to be desirable to qualify
Awards or Options granted hereunder as “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan
shall be administered by a Committee of two 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 exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule
16b-3.

     

    (iv)           Other
Administration.  Other than as provided above, the Plan shall
be administered by (A) the Board or (B) a Committee, which committee shall be
constituted to satisfy Applicable Laws.

     

    (b)           Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

     

    (i)        
   to select the Service Providers to whom Awards or
Options may be granted hereunder;

     

    (ii)           to
determine the number of shares of Common Stock or other amounts to be covered by
each Award or Option granted hereunder and to determine the amount, if any, of
cash payment to be made to an Awardee;

     

    (iii)           to
approve forms of agreements for use under the Plan;

     

    (iv)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award or Option granted hereunder.  Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), the time
or times when Awards vest (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Award or Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

     

    (v)           to
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan;


    
      
        
        

      

      
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    (vi)           to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;

     

    (vii)          to
modify or amend each Award or Option (subject to Section 15(c) of the
Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan; provided, however, that except in connection with a corporate transaction
involving the company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding awards may not be amended to  reduce the exercise
price of outstanding Options or Stock Appreciation Rights or cancel outstanding
Options or Stock Appreciation Rights in exchange for other Awards or Options or
Stock Appreciation Rights with an  exercise price that is less than
the exercise price of the original Options or Stock Appreciation Rights, without
the approval of the Company’s shareholders; provided further, however, that the
Administrator shall not have the discretionary authority to accelerate or delay
issuance of Shares under an Option or Award that constitutes a deferral of
compensation within the meaning of Section 409A of the Code, except to the
extent that such acceleration or delay may, in the discretion of the
Administrator, be effected in a manner that will not cause any person to incur
taxes, interest or penalties under Section 409A of the Code;

     

    (viii)        to
allow Awardees or Optionees to satisfy withholding tax obligations by electing
to have the Company withhold from the Shares to be issued upon exercise of an
Option or vesting of an Award that number of Shares having a Fair Market Value
equal to the minimum amount required to be withheld.  The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined.  All elections by an
Awardee or Optionee to have Shares withheld for this purpose shall be made in
such form and under such conditions as the Administrator may deem necessary or
advisable;

     

    (ix)           to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award or Option previously granted by the
Administrator; and

     

    (x)           to
make all other determinations deemed necessary or advisable for administering
the Plan.

     

    (c)           Effect of Administrator’s Decision.
The Administrator’s decisions, determinations and interpretations shall be final
and binding on all Awardees and Optionees and any other holders of Awards or
Options.

     

    5.       
     Eligibility.  Nonstatutory
Stock Options and Awards may be granted to Service
Providers.  Incentive Stock Options may be granted only to Employees
of the Company or a Parent or Subsidiary of the Company.

     

    6.          
  Limitations.

     

    (a)           Each
Option shall be designated in the Option Agreement 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 Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be determined
as of the time the Option with respect to such Shares is
granted.


    
      
        
        

      

      
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    (b)           Neither
the Plan nor any Award or Option shall confer upon an Awardee or Optionee any
right with respect to continuing that individual’s relationship as a Service
Provider with the Company, nor shall they interfere in any way with the
Awardee’s or Optionee’s right or the Company’s right to terminate such
relationship at any time, with or without cause.

     

    (c)           The
following limitations shall apply to grants of Awards and Options:

     

    (i)           No
Service Provider shall be granted, in any fiscal year of the Company, Options
and Awards covering more than 600,000 Shares.

     

    (ii)           In
connection with his or her initial service, a Service Provider may be granted
Options and Awards covering an additional 900,000 Shares, which shall not count
against the limit set forth in subsection (i) above.

     

    (iii)           The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in
Section 14.

     

    (iv)           If
an Award or Option is cancelled in the same fiscal year of the Company in which
it was granted (other than in connection with a transaction described in Section
14), the cancelled Option or Award will be counted against the limits set forth
in subsections (i) and (ii) above.

     

    7.           Stock
Options.  The Administrator is authorized to make grants of
Options to any Service Provider on the terms stated below.

     

    (a)           Term.  The
term of each Option shall be ten (10) years from the date of grant or such
shorter term as may be provided in the Option Agreement.  However, in
the case of an Incentive Stock Option granted to an Optionee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant or such shorter term as may be
provided in the Option Agreement.

     

    (b)           Exercise
Price.  The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

     

    (i)    
       In the case of an Incentive
Stock Option

     

    (A)           granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.

     

    (B)           granted
to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.


    
      
        
        

      

      
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    (ii)           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of
grant.

     

    Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less
than 100% of the Fair Market Value per Share on the date of grant pursuant to a
merger or consolidation of or by the Company with or into another corporation,
the purchase or acquisition of property or stock by the Company of another
corporation, any spin-off or other distribution of stock or property by the
Company or another corporation, any reorganization of the Company, or any
partial or complete liquidation of the Company, if such action by the Company or
other corporation results in a significant number of Employees being transferred
to a new employer or discharged, or in the creation or severance of the
Parent-Subsidiary relationship.

     

    (c)           Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall
determine any con­ditions that must be satisfied before the Option may be
exercised.

     

    (d)           Form of
Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time
of grant.  Such consideration may consist entirely of:

     

    (i)      
      cash;

     

    (ii)    
       check;

     

    (iii)           promissory
note;

     

    (iv)           other
Shares which, in the case of Shares acquired directly or indirectly from the
Company, have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised;

     

    (v)     
      consideration received by the Company
under a cashless exercise program approved by the Company;

     

    (vi)           a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;

     

    (vii)    
     any combination of the foregoing methods of
payment; or

     

    (viii)   
     such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable
Laws.

     

    (e)           Procedure for Exercise;
Rights as a Shareholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement.  Unless the Administrator provides otherwise, vesting of
Awards and Options granted hereunder shall be suspended during any unpaid leave
of absence to the extent permitted under Applicable Laws.  An Option
may not be exercised for a fraction of a Share.


    
      
        
        

      

      
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    An Option
shall be deemed exercised when the Company (or its designated agent) receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option or such person’s
authorized agent, and (ii) full payment for the Shares with respect to
which the Option is exercised.  Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan.  Shares issued upon
exercise of an Option shall be issued in the name of the
Optionee.  Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option.  The Company shall issue (or cause to be
issued) such Shares promptly after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section
14 of the
Plan.

     

    Exercising
an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for delivery under the Option, by
the number of Shares as to which the Option is exercised.

     

    (f)           Termination of Relationship
as a Service Provider.  If an Optionee ceases to be a Service
Provider, other than upon the Optionee’s death or Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
three (3) months following the Optionee’s termination.  If an Optionee
ceases to be a Service Provider, for any reason, all unvested Shares covered by
his or her Option shall be forfeited.  If, on the date of termination,
the Optionee is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the Plan.  If,
after termination, the Optionee does not exercise his or her Option within the
time specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

     

    (g)           Disability of
Optionee.  If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee’s termination.  If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

     

    (h)           Death of
Optionee.  If an Optionee dies while a Service Provider or
within thirty (30) days (or such longer period of time not exceeding three (3)
months as is determined by the Administrator), the Option may be exercised
following the Optionee’s death within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of death
(but in no event may the option be exercised later than the expiration of the
term of such Option as set forth in the Option Agreement), by the personal
representative of the Optionee’s estate or by the person(s) to whom the Option
is transferred pursuant to the Optionee’s will or in accordance with the laws of
descent and distribution.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee’s death.  If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the
Plan.  If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.


    
      
        
        

      

      
        - 10
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    8.         
   Grant of Restricted
Stock.  The Administrator is authorized to make Awards of
Restricted Stock to any Service Provider selected by the Administrator in such
amounts and subject to such terms and conditions as determined by the
Administrator.

     

    (a)           Purchase
Price.  At the time of the grant of an Award of Restricted
Stock, the Administrator shall determine the price, if any, to be paid by the
Awardee for each Share subject to the Award of Restricted Stock.  To
the extent required by Applicable Laws, the price to be paid by the Awardee for
each Share subject to the Award of Restricted Stock shall not be less than the
amount required by Applicable Laws (if any).  The purchase price of
Shares (if any) acquired pursuant to the Award of Restricted Stock shall be paid
either: (i) in cash at the time of purchase; (ii) at the sole discretion of the
Administrator, by services rendered or to be rendered to the Company or a
Subsidiary or Affiliate; or (iii) in any other form of legal consideration that
may be acceptable to the Administrator in its sole discretion and in compliance
with Applicable Laws.

     

    (b)           Issuance and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Administrator may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted
Stock).  These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise,
as the Administrator determines at the time of the grant of the Award or
thereafter.

     

    (c)           Certificates for Restricted
Stock.  Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Administrator shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the Awardee, certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and the
Company may, at its discretion, retain physical possession of the certificate
until such time as all applicable restrictions lapse.

     

    9.           Restricted Stock
Units.  The Administrator is authorized to make Awards of
Restricted Stock Units to any Service Provider selected by the Committee in such
amounts and subject to such terms and conditions as determined by the
Administrator.  At the time of grant, the Administrator shall specify
the date or dates on which the Restricted Stock Units shall vest and become
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate.  On the vesting date, the Company shall transfer to the
Awardee one unrestricted, fully transferable Share for each Restricted Stock
Unit scheduled to be paid out on such date and not previously
forfeited.  Alternatively, settlement of a Restricted Stock Unit may
be made in cash (in an amount reflecting the Fair Market Value of Shares that
would have been issued) or any combination of cash and Shares, as determined by
the Administrator, in its sole discretion.  The Administrator may
authorize Dividend Equivalents to be paid on outstanding Restricted Stock
Units.  If Dividend Equivalents are authorized to be paid, they may be
paid at the time dividends are declared on the Shares or at the time the awards
vest and they may be paid in either cash or Shares, in the discretion of the
Administrator.

     

    10.           Stock Appreciation
Rights.  The Administrator is authorized to make Awards of
Stock Appreciation Rights to any Service Provider selected by the Administrator
in such amounts and subject to such terms and conditions as determined by the
Administrator.

     

    (a)           Description.  A
Stock Appreciation Right shall entitle the Awardee (or other person entitled to
exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a
specified portion of the Stock Appreciation Right (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
equal to the product of (i) the excess of (A) the Fair Market Value of the
Shares on the date the Stock Appreciation Right is exercised over (B) the grant
price of the Stock Appreciation Right and (ii) the number of Shares with respect
to which the Stock Appreciation Right is exercised, subject to any limitations
the Administrator may impose.


    
      
        
        

      

      
        - 11
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    (b)           Grant
Price.  The grant price per Share subject to a Stock
Appreciation Right shall be determined by the Administrator and set forth in the
Award Agreement; provided that, the per Share grant price for any Stock
Appreciation Right shall not be less than 100% of the Fair Market Value of a
Share on the date of grant.

     

    (c)           Payment and Limitations on
Exercise.

     

    (i)           Payment
of the amounts determined under Section 10(c) hereof shall be in cash, in Shares
(based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the
Administrator.

     

    (ii)           To
the extent any payment under Section 10(a) is effected in Shares, it shall be
made subject to satisfaction of all applicable provisions of Section 7
pertaining to Options.

     

    (d)           Term.  The term
of any Stock Appreciation Right shall be no longer than ten (10) years from the
date of grant.

     

    11.           Performance-Based Awards for
Covered Employees.

     

    (a)           Purpose.  The
purpose of this Section 11 is to provide the Administrator the ability to
qualify Awards other than Options and Stock Appreciation Rights as Qualified
Performance-Based Compensation as determined under Code Section
162(m).  If the Administrator, in its discretion, decides to grant a
Performance-Based Award to a Covered Employee, the provisions of this Section 11
shall control over any contrary provision contained in this Plan; provided, however, that the
Administrator may in its discretion grant Awards to Covered Employees that are
based on Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Section 11.

     

    (b)           Applicability.  This
Section 11 shall apply only to those Covered Employees selected by the
Administrator to receive Performance-Based Awards that are intended to qualify
as Qualified Performance-Based Compensation.  The designation of a
Covered Employee as an Awardee for a Performance Period shall not in any manner
entitle the Awardee to receive an Award for the period.  Moreover,
designation of a Covered Employee as an for a particular Performance Period
shall not require designation of such Covered Employee as an Awardee in any
subsequent Performance Period and designation of one Covered Employee as an
Awardee shall not require designation of any other Covered Employees as an
Awardee in such period or in any other period.

     

    (c)           Procedures with Respect to
Performance-Based Awards.  To the extent necessary to comply
with the Qualified Performance-Based Compensation requirements of Section
162(m)(4)(C) of the Code, with respect to any Award granted under this Plan
which may be granted to one or more Covered Employees, no later than ninety (90)
days following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Administrator shall,
in writing, (a) designate one or more Covered Employees, (b) select the
Performance Criteria applicable to the Performance Period, (c) establish the
Performance Goals, and amounts of such Awards, as applicable, which may be
earned for such Performance Period, and (d) specify the relationship between
Performance Criteria and the Performance Goals and the amounts of such Awards,
as applicable, to be earned by each Covered Employee for such Performance
Period.  Following the completion of each Performance Period, the
Committee shall certify in writing whether the applicable Performance Goals have
been achieved for such Performance Period.  In determining the amount
earned by a Covered Employee, the Administrator shall have the right to reduce
or eliminate (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Administrator may
deem relevant to the assessment of individual or corporate performance for the
Performance Period.


    
      
        
        

      

      
        - 12
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    (d)           Payment of Performance-Based
Awards.  Unless otherwise provided in the applicable Award
Agreement, an Awardee must be employed by the Company or a Subsidiary or
Affiliate on the day a Performance-Based Award for the appropriate Performance
Period is paid to the Awardee.  Furthermore, an Awardee shall be
eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are
achieved.

     

    (e)           Additional
Limitations.  Notwithstanding any other provision of the Plan,
any Award which is granted to a Covered Employee shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

     

    12.           Other
Awards.  The Administrator is authorized under the Plan to make
any other Award to a Service Provider that is not inconsistent with the
provisions of the Plan and that by its terms involves or might involve the
issuance of (i) Shares, (ii) a right with an exercise or conversion privilege
related to the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions, or (iii) any other
right with the value derived from the value of the Shares.  The
Administrator may establish one or more separate programs under the Plan for the
purpose of issuing particular forms of Awards to one or more classes of Awardees
on such terms and conditions as determined by the Administrator from time to
time.

     

    13.           General Provisions
Applicable to All Awards.

     

    (a)           Transferability of Awards
and Options.  Incentive Stock Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and, may be exercised, during the
lifetime of the Optionee, only by the Optionee.  Unless determined
otherwise by the Administrator, an Award or Nonstatutory Stock Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised (if applicable), during the lifetime of the Optionee or Awardee, only
by the Optionee or Awardee.  If the Administrator makes an Award or
Nonstatutory Stock Option transferable, such Award or Nonstatutory Stock Option
shall contain such additional terms and conditions as the Administrator deems
appropriate.

     

    (b)           Term.  Except
as otherwise provided herein, the term of any Award or Option (to the extent
applicable) shall be no longer than ten (10) years from the date of
grant.

     

    (c)           Exercise and Vesting upon
Termination of Employment or Service.  Unless otherwise set
forth in the Award Agreement, all unvested Awards will terminate effective upon
termination of employment or service for any reason.  Unless otherwise
set forth in the Award Agreement, in the case of Awards that have an exercise
period (e.g., Stock
Appreciation Rights), if the Awardee ceases to be a Service Provider as a result
of his or her death or Disability, he or she (or his or her heirs or personal
representative of his or her estate in the case of death) will have twelve (12)
months after the date of termination to exercise outstanding vested Awards or
shorter period if the expiration date for the Award is earlier.  All
Shares subject to unvested Awards that terminate upon termination of service and
all unexercised Awards after expiration of the post termination will revert to
the Plan.


    
      
        
        

      

      
        - 13
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    (d)           Form of
Payment.  Payments with respect to any Awards granted under the
Plan shall be made in cash, in Shares, or a combination of both, as determined
by the Administrator.

     

    (e)           Award
Agreement.  All Awards under this Plan shall be subject to such
additional terms and conditions as determined by the Administrator and shall be
evidenced by an Award Agreement.

     

    (f)           Date of
Grant.  The date of grant of an Award or Option shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Award or Option, or such other later date as is determined by the
Administrator in accordance with Applicable Laws.  Notice of the
determination shall be provided to each Awardee and Optionee within a reasonable
time after the date of such grant.

     

    (g)           Timing of
Settlement.  At the time of grant, the Administrator shall
specify the settlement date applicable to an Award, which shall be no earlier
than the vesting date(s) applicable to the relevant Award and may be later than
the vesting date(s) to the extent and under the terms determined by the
Administrator.

     

    (h)           Exercise or Purchase
Price.  The Administrator may establish the exercise or
purchase price (if any) of any Award provided however that such price shall not
be less than required by Applicable Law.

     

    (i)           Vesting
Conditions.  The Administrator has the discretion to provide
for vesting conditions for Awards tied to performance conditions which do not
satisfy the requirements for Qualified Performance-Based Compensation as
determined under Code Section 162(m).

     

    (j)           Dividend
Equivalents.  The Administrator may determine at the time of
grant whether Awards (other than those Awards pursuant to which Shares are
issued at grant) will provide for Dividend Equivalent rights.

     

    14.           Adjustments; Dissolution;
Merger or Change in Control.

     

    (a)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, may (in its sole discretion) 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 and Option and the numerical limits of Section
6.  The adjustments provided under this Section 14(a) shall be final
and binding on the affected Optionee or Awardee and the Company.

     

    (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Awardee and
Optionee as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an
Optionee or Awardee to have the right to exercise his or her Option or Award (if
exercisable) until ten (10) days prior to such transaction as to all of the
Optioned/Awarded Stock covered thereby, including Shares as to which the Option
or Award would not otherwise be exercisable.  The Administrator in its
discretion may provide that the vesting of an Award or Option accelerate at any
time prior to such transaction.  To the extent it has not been
previously exercised, an Option or Award (if exercisable) will terminate
immediately prior to the consummation of such proposed action, and unvested
Awards will be forfeited immediately prior to the consummation of such proposed
action.


    
      
        
        

      

      
        - 14
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    (c)           Merger or Change in
Control.  In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Award and Option
shall be assumed or an equivalent award, option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation.  In the event the successor corporation does not agree to
assume the Award or Option, or substitute an equivalent option or right, the
Administrator shall, in lieu of such assumption or substitution, provide for the
Awardee or Optionee to have the right to vest in and exercise the Option or
Award (if exercisable) as to all of the Optioned/Awarded Stock, including Shares
as to which the Option or Award) would not otherwise be vested or exercisable,
and in the case of an unvested Award, to vest in the entire Award.  If
the Administrator makes an Option or Award (if exercisable) fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
Change in Control, the Administrator shall notify the Optionee or Awardee that
the Option or Award shall be fully vested and exercisable for a period of
fifteen (15) days from the date of such notice, and the Option or Award (if
exercisable) will terminate upon the expiration of such period.  If,
in such a merger or Change in Control, the Award or Option is assumed or an
equivalent award or option or right is substituted by such successor corporation
or a Parent or Subsidiary of such successor corporation, and if during a
one-year period after the effective date of such merger or Change in Control,
the Awardee’s or Optionee’s status as a Service Provider is terminated for any
reason other than the Awardee’s or Optionee’s voluntary termination of such
relationship, then (i) in the case of an Option or an Award (if exercisable),
the Optionee or Awardee shall have the right within three (3) months thereafter
to exercise the Option or Award (if exercisable) as to all of the
Optioned/Awarded Stock, including Shares as to which the Option or Award (if
exercisable) would not be otherwise exercisable, effective as of the date of
such termination and (ii) in the case of an unvested Award, the Award shall be
fully vested on the date of such termination.

     

    For the
purposes of this subsection (c), the Award or Option shall be considered assumed
if, following the merger or Change in Control, the option or right confers the
right to purchase or receive, for each Share of Awarded Stock subject to the
Award or each Share of Optioned Stock subject to the Option, in each case,
immediately prior to the merger or Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the merger or Change
in Control by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
Change in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option or
an Award (if exercisable), for each Share of Optioned Stock subject to the
Option and each Share of Awarded Stock subject to the Award, and upon the
vesting of an Award, for each Share of Awarded Stock to be solely common stock
of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or Change
in Control.

     

    15.           Amendment and Termination of
the Plan.

     

    (a)           Amendment and
Termination.  The Board may at any time amend, alter, suspend
or terminate the Plan.  The Board may not materially alter the Plan
without shareholder approval, including by increasing the benefits accrued to
Awardees or Optionees under the Plan; increasing the number of securities which
may be issued under the Plan; modifying the requirements for participation in
the Plan; or including a provision allowing the Board to lapse or waive
restrictions at its discretion.


    
      
        
        

      

      
        - 15
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    (b)           Shareholder
Approval.  The Company shall obtain shareholder approval of
this Plan amendment to the extent necessary and desirable to comply with
Applicable Laws and paragraph (c) below.

     

    (c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension or
termination of the Plan or any Award or Option shall (i) impair the rights of
any Awardee or Optionee, unless mutually agreed otherwise between the Awardee or
Optionee and the Administrator, which agreement must be in writing and signed by
the Awardee or Optionee and the Company or (ii) permit the reduction of the
exercise price of an Option or Stock Appreciation Right after it has been
granted (except for adjustments made pursuant to Section 14 of the Plan), unless
approved by the Company’s shareholders.  Neither may the
Administrator, without the approval of the Company’s shareholders, cancel any
outstanding Option or Stock Appreciation Right and replace it with a new Option
or Stock Appreciation Right with a lower exercise price, where the economic
effect would be the same as reducing the exercise price of the cancelled Option
or Stock Appreciation Right.  Termination of the Plan shall not affect
the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards and Options granted under the Plan prior to the date of such
termination. Any increase in the number of Shares subject to the Plan, other
than pursuant to Section 14 hereof, shall be approved by the Company’s
shareholders.

     

    16.           Conditions Upon Issuance of
Shares.

     

    (a)           Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Option or Award (if exercisable) or the vesting of an Award
unless the exercise of such Option or Award and the issuance and delivery of
such Shares shall comply with Applicable Laws and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.

     

    (b)           Investment
Representations.  As a condition to the exercise of an Option
or Award (if exercisable), the Company may require the person exercising such
Option or Award to represent and warrant at the time of any such exercise that
the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.

     

    17.           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
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

    18.           Reservation of
Shares.  The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

     

    19.           Shareholder Approval;
Effective Date; Plan Term for ISO Grants.  The Plan shall be
subject to approval by the shareholders of the Company within twelve (12) months
after the date the Plan is adopted.  Such shareholder approval shall
be obtained in the manner and to the degree required under Applicable
Laws.  The Plan shall be effective as of the date the Plan is approved
by the Company’s shareholders (the “Effective Date”).  No Incentive
Stock Options may be granted under the Plan after the earlier or the tenth
(10th)
anniversary of (a) the date the Plan is approved by the Board or (b) the
Effective Date.


    
      
        
        

      

      
        - 16
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    20.           Governing
Law.  The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of
California.

     

    21.           Section
409A.  To the extent that the Administrator determines that any
Award or Option granted under the Plan is subject to Section 409A of the Code,
the Award Agreement or Option Agreement evidencing such Award or Option shall
incorporate the terms and conditions required by Section 409A of the
Code.  To the extent applicable, the Plan and Award Agreements and
Option Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date.  Notwithstanding
any provision of the Plan to the contrary, in the event that following the
Effective Date the Administrator determines that any Award or Option may be
subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Administrator may, without consent of the Awardee or
Optionee, adopt such amendments to the Plan and the applicable Award Agreement
or Option Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Administrator determines are necessary or appropriate to (a)
exempt the Award or Option from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award or
Option, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of any
penalty taxes under such Section.

     

    22.           Tax
Withholding.  The Company or any Subsidiary or Affiliate, as
appropriate, shall have the authority and the right to deduct or withhold, or
require an to remit to the Company, an amount sufficient to satisfy U.S.
federal, state, and local taxes and taxes imposed by jurisdictions outside of
the United States (including income tax, social insurance contributions, payment
on account and any other taxes that may be due) required by law to be withheld
with respect to any taxable event concerning an Optionee or Awardee arising as a
result of this Plan or to take such other action as may be necessary in the
opinion of the Company or a Subsidiary or Affiliate, as appropriate, to satisfy
withholding obligations for the payment of taxes.  The Administrator
may in its discretion and in satisfaction of the foregoing requirement allow a
participant to elect to have the Company withhold Shares otherwise issuable
under an Option or Award (or allow the return of Shares) having a Fair Market
Value equal to the sums required to be withheld.  No Shares shall be
delivered hereunder to any Optionee or Awardee or other person until the
Optionee or Awardee, or such other person has made arrangements acceptable to
the Administrator for the satisfaction of these tax obligations with respect to
any taxable event concerning the Optionee or Awardee, or such other person
arising as a result of the Options or Awards made under this Plan.

     

    23.           No Right to Employment or
Services.  Nothing in the Plan or any Award Agreement or Option
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary or Affiliate to terminate any Awardee’s or Optionee’s employment
or services at any time, nor confer upon any Awardee or Optionee any right to
continue in the employ or service of the Company or any Subsidiary or
Affiliate.

     

    24.           Unfunded Status of
Awards.  The Plan is intended to be an “unfunded” plan for
incentive compensation.  With respect to any payments not yet made to
an Awardee pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Awardee any rights that are greater than those of a
general creditor of the Company or any Subsidiary or Affiliate.


    
      
        
        

      

      
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    25.           No Representations or
Covenants with respect to Tax Qualification.  Although the
Company may endeavor to (1) qualify an Award for favorable tax treatment under
the laws of the United States or jurisdictions outside of the United States
(e.g., incentive stock
options under Section 422 of the Code or French-qualified stock options) or (2)
avoid adverse tax treatment (e.g., under Sections 280G,
409A or 457A of the Code), the Company makes no representation to that effect
and expressly disavows any covenant to maintain favorable or avoid unfavorable
tax treatment and any liability to any Optionee or Awardee for failure to
maintain favorable or avoid unfavorable tax result.  The Company shall
be unconstrained in its corporate activities without regard to the potential
negative tax impact on Awardees or Optionees under the Plan.

     

     

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