exhibit_stkplan.htm


     

                                                                                                                                                     Exhibit 10.1

     

    

      


       

      TALEO
CORPORATION

       

      2004
STOCK PLAN

       

      (As
amended April 30, 2009)

       

      1.       Purposes of the
Plan.  The purposes of this 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.

              


      

       

      The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock, Stock Appreciation Rights, Performance Units, Performance
Shares and Deferred Stock Units.

       

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

       

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

       

      (b)            “Affiliated SAR” means
an SAR that is granted in connection with a related Option, and which
automatically will be deemed to be exercised at the same time that the related
Option is exercised.

       

      (c)            “Applicable Laws”
means the requirements relating to the administration of equity-based awards or
equity compensation plans under U.S. state corporate laws, U.S. federal and
state 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 Awards are, or will be, granted under the
Plan.

       

      (d)            “Award” means,
individually or collectively, a grant under the Plan of Options, SARs,
Restricted Stock, Performance Units, Performance Shares or Deferred Stock
Units.

       

      (e)            “Award Agreement”
means the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  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) “Board” means the
Board of Directors of the Company.


      
        
          
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      (h)            “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

       

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

       

      (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.

       

      Notwithstanding
the foregoing, for grants made on or after April 30, 2009, Change in Control
shall mean the occurrence of any of the following events:

       

      (i) Change in Ownership of the
Company.  A change in the ownership of the Company which occurs
on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the stock of the Company that, together with
the stock held by such Person, constitutes more than fifty percent (50%) of the
total voting power of the stock of the Company; provided, however, that for
purposes of this subsection (i), the acquisition of additional stock by any one
Person, who is considered to own more than fifty percent (50%) of the total
voting power of the 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 of securities
registered pursuant to Section 12 of the Exchange Act, a change in the
effective control of the Company which occurs on the date that a majority of
members of the Board is replaced during any twelve (12) month period by
Directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or
election.  For purposes of this clause (ii), if any Person is
considered to be in effective control of the Company, the acquisition of
additional control of the Company by the same Person will not be considered a
Change in Control; or


      
        
          
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      (iii) Change in Ownership of a
Substantial Portion of the Company’s Assets.  A change in the
ownership of a substantial portion of the Company’s assets which occurs on the
date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or
persons) assets from the Company that have a total gross fair market value equal
to or more than fifty percent (50%) of the total gross fair market value of all
of 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 in the ownership of a substantial portion
of the Company’s assets: (A) a transfer to an entity that is controlled by the
Company’s stockholders immediately after the transfer, or (B) a transfer of
assets 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 more of the total value or voting power of
which is owned, directly or indirectly, by the Company, (3) a Person, that owns,
directly or indirectly, fifty percent (50%) or more of the total value or voting
power 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 described in this subsection
(iii)(B)(3).  For purposes of this subsection (iii), gross fair market
value means 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 they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

       

      Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the
transaction qualifies as a change in control event within the meaning of Code
Section 409A, as it has been and may be amended from time to time, and any
proposed or final Treasury Regulations and Internal Revenue Service guidance
that has been promulgated or may be promulgated thereunder from time to
time.

       

      Further
and for the avoidance of doubt, a transaction will not constitute a Change in
Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will
be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.

       

      (i)            “Code” means the
Internal Revenue Code of 1986, as amended.  Any reference to a section
of the Code herein will be a reference to any successor or amended section of
the Code.

       

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

       

      (k)            “Common Stock” means
the common stock of the Company, or in the case of Performance Units, the cash
equivalent thereof.

       

      (l)            “Company” means Taleo
Corporation, a Delaware corporation, or any successor thereto.


      
        
          
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      (m)            “Consultant” means any
natural person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.

       

      (n)            “Deferred Stock Unit”
means an Award granted to a Service Provider pursuant to Section 11 of the
Plan.

       

      (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, the
Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.

       

      (q)            “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company.  Neither service as a Director nor
payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.

       

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

       

      (s)            “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled
in exchange for Awards of the same type (which may have lower exercise prices
and different terms), Awards of a different type, and/or cash, and/or (ii) the
exercise price of an outstanding Award is reduced.  The terms and
conditions of any Exchange Program will be determined by the Administrator in
its sole discretion.

       

      (t)            “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 will 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 last market day prior to
the day of
determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

       

      (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 will
be the mean between the high bid and low asked prices for the Common Stock on
the last market day prior to 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
will be determined in good faith by the Administrator.

       

      (u)            “Fiscal Year” means
the fiscal year of the Company.


      
        
          
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      (v)            “Freestanding SAR”
means a SAR that is granted independently of any Option.

       

      (w)            “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.

       

      (x) “Inside Director”
means a Director who is an Employee.

       

      (y) “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.

       

      (z)            “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.

       

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

       

      (bb) “Outside Director”
means a Director who is not an Employee.

       

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

       

      (dd) “Participant” means
the holder of an outstanding Award granted under the Plan.

       

      (ee) “Performance Share”
means an Award granted to a Service Provider pursuant to Section 10 of the
Plan.

       

      (ff) “Performance Unit”
means an Award granted to a Service Provider pursuant to Section 10 of the
Plan.

       

      (gg) “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the
Administrator.

       

      (hh) “Plan” means this 2004
Stock Plan.

       

      (ii) “Registration Date”
means the effective date of the first registration statement that is filed by
the Company and declared effective pursuant to Section 12(g) of the Exchange
Act, with respect to any class of the Company’s securities.

       

      (jj) “Restricted Stock”
means shares of Common Stock issued pursuant to a Restricted Stock award under
Section 8 of the Plan or issued pursuant to the early exercise of an
Option.

       

      (kk)  “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.


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

       

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

       

      (nn) “Share” means a share
of the Common Stock, as adjusted in accordance with Section 15 of the
Plan.

       

      (oo) “Stock Appreciation
Right” or “SAR” means an Award,
granted alone or in connection with an Option, that pursuant to Section 9
of the Plan is designated as a SAR.

       

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

       

      (qq) “Tandem SAR” means a
SAR that is granted in connection with a related Option, the exercise of which
will require forfeiture of the right to purchase an equal number of Shares under
the related Option (and when a Share is purchased under the Option, the SAR will
be canceled to the same extent).

       

      (rr) “Unvested Awards”
shall mean Options or Restricted Stock that (i) were granted to an individual in
connection with such individual’s position as a Service Provider and (ii) are
still subject to vesting or lapsing of Company repurchase rights or similar
restrictions.

       

      3.       Stock Subject to the Plan.

       

      (a)            Stock Subject to the
Plan.  Subject to the provisions of Section 15 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is 500,000 Shares, plus (a) the number of Shares which have been
reserved but not issued under the Company’s 1999 Stock Plan (the “1999 Plan”) as
of the Registration Date, (b) any Shares returned to the 1999 Plan as a
result of termination of options or repurchase of Shares issued under such plan,
and (c) an annual increase to be added on the first day of the Company’s Fiscal
Year beginning in 2005, equal to the lesser of
(i) 1,500,000 Shares, (ii) 3% of
the outstanding Shares on such date or (iii) an amount determined by the
Board.  The Shares may be authorized, but unissued, or reacquired
Common Stock.  Shares shall not be deemed to have been issued pursuant
to the Plan with respect to any portion of an Award that is settled in
cash.  Upon payment in Shares pursuant to the exercise of an SAR, the
number of Shares available for issuance under the Plan shall be reduced only by
the number of Shares actually issued in such payment.  If a
Participant pays the exercise price (or purchase price, if applicable) of an
Award through the tender of Shares, or if Shares are tendered or withheld to
satisfy any Company withholding obligations, the number of Shares so tendered or
withheld shall again be available for issuance pursuant to future Awards under
the Plan.

       

      (b)            Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full or is surrendered pursuant to an Exchange Program,
or, with respect to Restricted Stock, Performance Shares, Performance Units or
Deferred Stock Units, is forfeited back to or repurchased by the Company, the
unpurchased Shares (or for Awards other than Options and SARs, the forfeited or
repurchased Shares) which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have actually been issued under the
Plan, under any Award, shall not be returned to the Plan and shall
not


      
        
          
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      (c) become
available for future distribution under the Plan, except that if unvested Shares
of Restricted Stock, Performance Shares, Performance Units or Deferred Stock
Units are repurchased by the Company at their original purchase price or are
forfeited to the Company, such Shares shall become available for future grant
under the Plan.  To the extent an Award under the Plan is paid out in
cash rather than stock, such cash payment shall not result in reducing the
number of Shares available for issuance under the Plan.

       

      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
Options granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan will 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
will be structured to satisfy the requirements for exemption under Rule
16b-3.

       

      (iv) Other
Administration.  Other than as provided above, the Plan will be
administered by (A) the Board or (B) a Committee, which committee will
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 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 agreement for use under the Plan;

       

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


      
        
          
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      (vi) to reduce
the exercise price of any Option or SAR to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Award shall have
declined since the date the Award was granted;

       

      (vii) to
institute an Exchange Program;

       

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

       

      (ix) 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 and/or qualifying for preferred
tax treatment under applicable foreign tax laws;

       

      (x) to modify
or amend each Award (subject to Section 18(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of
Awards longer than is otherwise provided for in the Plan;

       

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

       

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

       

      (xiii) to allow
a Participant to defer the receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under an
Award;

       

      (xiv) 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 will be final and binding on all
Participants and any other holders of Awards.

       

      5.       Eligibility.  Nonstatutory
Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units,
Performance Shares and Deferred Stock Units may be granted to Service
Providers.  Incentive Stock Options may be granted only to
Employees.

       

      6.       Limitations.

       

      (a) ISO $100,000
Rule.  Each Option will be designated in the Award Agreement as
either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such


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

       

      (c) No Rights as a Service
Provider.  Neither the Plan nor any Award shall confer upon a
Participant any right with respect to continuing his or her relationship as a
Service Provider, nor shall they interfere in any way with the right of the
Participant or the right of the Company or its Parent or Subsidiaries to
terminate such relationship at any time, with or without cause.

       

      (d) 162(m)
Limitation.  The following limitations shall apply to Awards
under the Plan:

       

      (i) No
Service Provider will be granted, in any Fiscal Year, Options or SARs to
purchase more than 500,000 Shares.

       

      (ii) In
connection with his or her initial service, a Service Provider may be granted
Options or SARs to purchase up to an additional 500,000 Shares which will not
count against the limit set forth in Section 6(c)(i) of the Plan
above.

       

      (iii) The
foregoing limitations will be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 15 of the
Plan.

       

      (iv) If an
Award is cancelled in the same Fiscal Year in which it was granted (other than
in connection with a transaction described in Section 15 of the Plan), the
cancelled Award will be counted against the limits set forth in
subsections (i) and (ii) above.  For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

       

      7.       Stock
Options.

       

      (a) Term of
Option.  The term of each Option will be stated in the Award
Agreement.  In the case of an Incentive Stock Option, the term will be
ten (10) years from the date of grant or such shorter term as may be provided in
the Award Agreement.  Moreover, in the case of an Incentive Stock
Option granted to a Participant 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 will be five (5) years from
the date of grant or such shorter term as may be provided in the Award
Agreement.

       

      (b)            Option Exercise Price and
Consideration.


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

       

      (1) 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 will 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 will be no less than 100% of the Fair Market
Value per Share on the date of grant.

       

      (2) In the
case of a Nonstatutory Stock Option, the per Share exercise price will be
determined by the Administrator.  In the case of a Nonstatutory Stock
Option intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the per Share exercise price will be
no less than 100% of the Fair Market Value per Share on the date of
grant.

       

      (3) Notwithstanding
the foregoing, Incentive Stock 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 other corporate transaction.

       

      (ii) The
exercise price for the Shares to be issued pursuant to an already granted Option
may not be changed without the consent of the Company’s
stockholders.  This shall include, without limitation, a repricing of
the Option as well as an Exchange Program.

       

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

       

      (d) Form of
Consideration.  The Administrator will 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
will determine the acceptable form of consideration at the time of
grant.  Such consideration to the extent permitted by Applicable Laws
may consist entirely of:

       

      (i) cash;

       

      (ii) check;

       

      (iii) promissory
note;

       

      (iv) other
Shares which meet the conditions established by the Administrator to avoid
adverse accounting consequences (as determined by the
Administrator);


      
        
          
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      (v) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;

       

      (vi) a
reduction in the amount of any Company liability to the Participant, including
any liability attributable to the Participant’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) Exercise of
Option.

       

      (i) Procedure for Exercise;
Rights as a Stockholder.  Any Option granted hereunder will 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 Award
Agreement.  An Option may not be exercised for a fraction of a
Share.

       

      An Option
will be deemed exercised when the Company receives: (x) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (y) 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 Award Agreement and the
Plan.  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 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 stockholder will exist with respect to the Awarded
Stock, notwithstanding the exercise of the Option.  The Company will
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 15 of the
Plan.

       

      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 which the Option is exercised.

       

      (ii) Termination of Relationship
as a Service Provider.  If a Participant ceases to be a Service
Provider, other than upon the Participant’s death or Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award 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 Award Agreement).  In the absence of a
specified time in the Award Agreement, the Option 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 is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan.  If after
termination the Participant does


      
        
          
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      (iii) not
exercise his or her Option within the time specified by the Administrator, the
Option will terminate, and the Shares covered by such Option will revert to the
Plan.

       

      (iv) Disability of
Participant.  If a Participant ceases to be a Service Provider
as a result of the Participant’s Disability, the Participant may exercise his or
her Option within such period of time as is specified in the Award 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 Award
Agreement).  In the absence of a specified time in the Award
Agreement, the Option 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 is not vested
as to his or her entire Option, the Shares covered by the unvested portion of
the Option will revert to the Plan.  If after termination the
Participant does not exercise his or her Option within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

       

      (v) Death of
Participant.  If a Participant dies while a Service Provider,
the Option may be exercised following the Participant’s death within such period
of time as is specified in the Award 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 Award
Agreement), by the Participant’s designated beneficiary, provided such
beneficiary has been designated prior to Participant’s death in a form
acceptable to the Administrator.  If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal
representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance with
the laws of descent and distribution.  In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for twelve (12)
months following Participant’s death.  Unless otherwise provided by
the Administrator, if at the time of death Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
will immediately revert to the Plan.  If the Option is not so
exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.

       

      (f) Buyout
Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares an Option previously granted based on such terms
and conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.

       

      8.       Restricted
Stock.

       

      (a)            Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted
Stock to Service Providers in such amounts as the Administrator, in its sole
discretion, will determine.

       

      (b)            Restricted Stock
Agreement.  Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of
Shares granted, and such other terms and conditions as the Administrator, in its
sole discretion, will


      
        
          
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      (c) determine.  Unless
the Administrator determines otherwise, Shares of Restricted Stock will be held
by the Company as escrow agent until the restrictions on such Shares have
lapsed.

       

      (d)            Transferability.  Except
as provided in this Section 8, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.

       

      (e)            Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

       

      (f)            Removal of
Restrictions.  Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of
the Period of Restriction.  The Administrator, in its discretion, may
accelerate the time at which any restrictions will lapse or be
removed.

       

      (g)            Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

       

      (h)            Dividends and Other
Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

       

      (i)            Return of Restricted Stock
to Company.  On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the Plan.

       

      9.       Stock Appreciation
Rights.

       

      (a)            Grant of
SARs.  Subject to the terms and conditions of the Plan, a SAR
may be granted to Service Providers at any time and from time to time as will be
determined by the Administrator, in its sole discretion.  The
Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any
combination thereof.

       

      (b)            Number of
Shares.  The Administrator will have complete discretion to
determine the number of SARs granted to any Service Provider, subject to the
limits set forth in Section 6 of the Plan.

       

      (c)            Exercise Price and Other
Terms.  The Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of
SARs granted under the Plan.  However, the exercise price of Tandem or
Affiliated SARs will equal the exercise price of the related
Option.  The exercise price for the Shares to be issued pursuant to an
already


      
        
          
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      (d) granted
SAR may not be changed without the consent of the Company’s
stockholders.  This shall include, without limitation, a repricing of
the SAR as well as an Exchange Program.

       

      (e)            Exercise of Tandem
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.  With respect to a Tandem SAR granted in connection with
an Incentive Stock Option:  (a) the Tandem SAR will expire no later
than the expiration of the underlying Incentive Stock Option; (b) the value of
the payout with respect to the Tandem SAR will be for no more than one hundred
percent (100%) of the difference between the exercise price of the underlying
Incentive Stock Option and the Fair Market Value of the Shares subject to the
underlying Incentive Stock Option at the time the Tandem SAR is exercised; and
(c) the Tandem SAR will be exercisable only when the Fair Market Value of the
Shares subject to the Incentive Stock Option exceeds the Exercise Price of the
Incentive Stock Option.

       

      (f)            Exercise of Affiliated
SARs.  An Affiliated SAR will be deemed to be exercised upon
the exercise of the related Option.  The deemed exercise of an
Affiliated SAR will not necessitate a reduction in the number of Shares subject
to the related Option.

       

      (g)            Exercise of Freestanding
SARs.  Freestanding SARs will be exercisable on such terms and
conditions as the Administrator, in its sole discretion, will
determine.

       

      (h)            SAR
Agreement.  Each SAR grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

       

      (i)            Expiration of
SARs.  An SAR granted under the Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the
Award Agreement.  Notwithstanding the foregoing, the rules of
Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to
SARs.

       

      (j) Payment of SAR
Amount.  Upon exercise of an SAR, a Participant will be
entitled to receive payment from the Company in an amount determined by
multiplying:

       

      (i) The
difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times

       

      (ii) The
number of Shares with respect to which the SAR is exercised.

       

      At the
discretion of the Administrator, the payment upon SAR exercise may be in cash,
in Shares of equivalent value, or in some combination thereof.

       

      (k) Buyout
Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares a Stock Appreciation Right previously granted
based on such terms and conditions as the Administrator shall establish and
communicate to the Participant at the time that such offer is
made.


      
        
          
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      (l)            Performance
Units and Performance Shares.

       

      (m)            Grant of Performance
Units/Shares.  Subject to the terms and conditions of the Plan,
Performance Units and Performance Shares may be granted to Service Providers at
any time and from time to time, as will be determined by the Administrator, in
its sole discretion.  The Administrator will have complete discretion
in determining the number of Performance Units and Performance Shares granted to
each Participant.

       

      (n)            Value of Performance
Units/Shares.  Each Performance Unit will have an initial value
that is established by the Administrator on or before the date of
grant.  Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

       

      (o)            Performance Objectives and
Other Terms.  The Administrator will set performance objectives
in its discretion which, depending on the extent to which they are met, will
determine the number or value of Performance Units/Shares that will be paid out
to the Service Providers.  The time period during which the
performance objectives must be met will be called the “Performance
Period.”  Each Award of Performance Units/Shares will be evidenced by
an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.  The Administrator may set performance objectives based
upon the achievement of Company-wide, divisional, or individual goals,
applicable federal or state securities laws, or any other basis determined by
the Administrator in its discretion.

       

      (p)            Earning of Performance
Units/Shares.  After the applicable Performance Period has
ended, the holder of Performance Units/Shares will be entitled to receive a
payout of the number of Performance Units/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which
the corresponding performance objectives have been achieved.  After
the grant of a Performance Unit/Share, the Administrator, in its sole
discretion, may reduce or waive any performance objectives for such Performance
Unit/Share.

       

      (q)            Form and Timing of Payment
of Performance Units/Shares.  Payment of earned Performance
Units/Shares will be made as soon as practicable after the expiration of the
applicable Performance Period.  The Administrator, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.

       

      (r)            Cancellation of Performance
Units/Shares.  On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the
Company, and again will be available for grant under the Plan.

       

      10. Deferred Stock
Units.  Deferred Stock Units shall consist of a Restricted
Stock, Performance Share or Performance Unit Award that the Administrator, in
its sole discretion permits to be paid out in installments or on a deferred
basis, in accordance with rules and procedures established by the
Administrator.


      
        
          
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      11. Formula Option Grants to
Outside Directors. 

       

      All
grants of Options to Outside Directors pursuant to this Section 12 will be
automatic and nondiscretionary and will be made in accordance with the following
provisions:

       

      (a) Type of
Option.  All Options granted pursuant to this Section 12
will be Nonstatutory Stock Options and, except as otherwise provided herein,
will be subject to the other terms and conditions of the Plan.

       

      (b)            No
Discretion.  No person will have any discretion to select which
Outside Directors will be granted Options under this Section 12 or to
determine the number of Shares to be covered by such Options (except as provided
in Section 12(g) and Section 15 of the Plan).

       

      (c)            First
Option.  Each person who first becomes an Outside Director
following the Registration Date automatically will be granted an Option to
purchase 25,000 Shares (the “First
Option”) on the date on which such person first becomes an Outside Director,
whether through election by the stockholders of the Company or appointment by
the Board to fill a vacancy; provided, however, that an Inside Director who
ceases to be an Inside Director but who remains a Director will not receive a
First Option.

       

      (d)            Subsequent
Option.  Each Outside Director automatically will be granted an
Option to purchase 6,000 Shares (a “Subsequent
Option”) on the date of each annual meeting of the stockholders of the Company
beginning in 2005, provide he or she is then an Outside Director, and if as of
such date, he or she will have served on the Board for at least the preceding
six (6) months.

       

      (e)            Terms.  The
terms of each Option granted pursuant to this Section 12 will be as
follows:

       

      (i) The term
of the Option will be ten (10) years.

       

      (ii) The
exercise price per Share will be 100% of the Fair Market Value per Share on the
date of grant of the Option.  In the event that the date of grant of
the Option is not a trading day, the exercise price per Share shall be the Fair
Market Value on the next trading day immediately following the date of grant of
the Option.

       

      (iii) The
Option shall be exercisable only while the Outside Director remains a Director
of the Company, except as set forth in this Section 12 and Section 15 of
the Plan.

       

      (iv) Subject
to Section 15 of the Plan, the First Option will vest and become
exercisable as to 1/3rd of the
Shares subject to the First Option on each anniversary of its date of grant,
provided that the Participant continues to serve as a Director on such
dates;

       

      (v) Subject
to Section 15 of the Plan, the Subsequent Option will vest and become
exercisable as to 100% of the Shares subject to the Subsequent Option on the
first anniversary of its date of grant, provided that the Participant continues
to serve as a Director on such dates.


      
        
          
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      (vi) Exercise of
Options.  An Option granted pursuant to this Section 12
will expire upon the
date determined by the Administrator, in its sole discretion, and set forth in
the Award Agreement.  Notwithstanding the foregoing, the rules of
Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to such
Option.  To the extent that the Participant was not entitled to
exercise an Option on the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

       

      (f) Amendment.  The
Administrator in its discretion may change the number of Shares subject to the
First Options and Subsequent Options.

       

      12. Leaves of
Absence.  Unless the Administrator provides otherwise, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence
and will resume on the date the Participant returns to work on a regular
schedule as determined by the Company; provided, however, that no vesting credit
will be awarded for the time vesting has been suspended during such leave of
absence.  A Service Provider will not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the Company, its
Parent, or any Subsidiary.  For purposes of Incentive Stock Options,
no such leave may exceed ninety (90) days, 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 months following the 91st day of such leave any Incentive
Stock Option held by the Participant will cease to be treated as an Incentive
Stock Option and will be treated for tax purposes as a Nonstatutory Stock
Option.

       

      13.            Non-Transferability of
Awards.  Unless determined otherwise by the Administrator, an
Award 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 Participant, only by the
Participant.  If the Administrator makes an Award transferable, such
Award will contain such additional terms and conditions as the Administrator
deems appropriate.

       

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

       

      (a) Adjustments.  Subject
to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance
under the Plan but as to which no Awards
have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Award, the number of Shares that may be granted
pursuant to the automatic grant provisions of Section 12 of the Plan and
the number of Shares as well as the price per share of Common
Stock covered by each such outstanding Award and
the 162(m) annual share issuance limits under Section 6(c) of the Plan
shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued Shares effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock


      
        
          
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      (b) of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an
Award.

       

      (c) Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquida­tion of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for
a Participant to have the right to exercise
his or her Option or SAR until ten (10)
days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares
as to which the Award would not otherwise
be exercisable.  In addition, the Administrator may provide that any
Company repurchase option or forfeiture rights
applicable to any Award shall lapse 100%,
and that any Award vesting shall accelerate 100%, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated.  To the extent it has not been previously exercised (with respect to Options and SARs) or vested (with
respect to other Awards), an Award will terminate immediately prior to
the consummation of such proposed action.

       

      (d)            Merger or Change in
Control.

       

      (i) Stock Options and
SARS.  In the event of a merger or Change in Control, each
outstanding Option and SAR shall be assumed
or an equivalent option or SAR substituted
by the successor corporation or a
Parent or Subsidiary of the successor corporation.  With
respect to Options granted to an Outside Director pursuant to Section 12 of the
Plan that are assumed or substituted for, if following such assumption or
substitution the Participant’s status as a Director or a director of the
successor corporation, as applicable, is terminated other than upon a voluntary
resignation by the Participant, then the Participant shall fully vest in and
have the right to exercise such Options as to all of the Awarded Stock,
including Shares as to which it would not otherwise be vested or
exercisable.  In the event that the successor corporation refuses to
assume or substitute for the Option or SAR,
the Participant shall fully vest in and
have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it
would not otherwise be vested or exercisable.  If an Option or
SAR becomes 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 Participant in writing or electronically that the
Option or SAR shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or SAR shall terminate upon the
expiration of such period.  For the purposes of this paragraph, the
Option or SAR shall be considered assumed
if, following the merger or Change in Control, the option or stock appreciation right confers the right to
purchase or receive, for each Share of Awarded
Stock subject to the Option or SAR 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 SAR, for each Share of Awarded Stock subject to the
Option or SAR, 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.


      
        
          
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      (ii) Notwithstanding
anything herein to the contrary, an Award that vests, is earned or paid-out upon
the satisfaction of one or more performance goals will not be considered assumed
if the Company or its successor modifies any of such performance goals without
the Participant’s consent; provided, however, a modification to such performance
goals only to reflect the successor corporation’s post-merger or post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid
Award assumption.

       

      (iii) Restricted Stock,
Performance Shares, Performance Units and Deferred Stock Units.  In the event of a merger or Change in
Control, each outstanding Restricted Stock, Performance Share, Performance Unit
and Deferred Stock Unit award shall be
assumed or an equivalent Restricted Stock, Performance Share, Performance Unit
and Deferred Stock Unit award substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that
the successor corporation refuses to assume or substitute
for the Restricted Stock, Performance Share, Performance Unit or Deferred Stock
Unit award, the Participant shall fully vest in the Restricted Stock,
Performance Share, Performance Unit or Deferred Stock Unit including
as to Shares (or with respect to Performance Units, the cash equivalent thereof)
which would not otherwise be vested.  For the purposes of this
paragraph, a Restricted Stock, Performance Share, Performance Unit and Deferred
Stock Unit award shall be considered assumed if, following the merger
or Change in Control, the award confers the
right to purchase or receive, for each Share (or with respect to Performance
Units, the cash equivalent thereof) subject to the Award 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, for each Share and each unit/right to acquire a Share subject to
the Award, 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.  Notwithstanding anything herein to the contrary, an
Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant’s consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation’s post-merger or post-Change in Control corporate
structure will not be deemed to invalidate an otherwise valid Award
assumption.

       

      (iv) With
respect to Awards granted on or after April 30, 2009, notwithstanding anything
in this Section 15(c) to the contrary, if a payment under an Award Agreement is
subject to Code Section 409A and if the change in control definition contained
in the Award Agreement does not comply with the definition of “change of
control” for purposes of a distribution under Code Section 409A, then any
payment of an amount that is otherwise accelerated under this Section will be
delayed until the earliest time that such payment would be permissible under
Code Section 409A without triggering any penalties applicable under Code Section
409A.  Further, in the event of a merger or Change in Control that
qualifies as a change in the ownership or effective control of the Company under
Code Section 409A and the regulations and guidance


      
        
          
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      (v) thereunder,
as applicable, any outstanding Deferred Stock Unit awards shall be paid out to
the Participant, to the extent then vested, upon the date of such merger or
Change in Control.

       

      15.            Date of
Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.

       

      16.            Term of
Plan.  Subject to Section 21 of the Plan, the Plan
will become effective upon its adoption by the Board.  It will
continue in effect for a term of ten (10) years unless terminated earlier under
Section 18 of
the Plan.

       

      17.            Amendment and Termination of
the Plan.

       

      (a)            Amendment and
Termination.  The Board may at any time amend, alter, suspend
or terminate the Plan.

       

      (b)            Stockholder
Approval.  The Company will obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.

       

      (c)            Effect of Amendment or
Termination.  No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

       

      18.            Conditions Upon Issuance of
Shares.

       

      (a)            Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares (or with respect to Performance Units, the cash equivalent thereof)
will comply with Applicable Laws and will 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 or receipt of
an Award, the Company may require the person exercising or receiving such Award
to represent and warrant at the time of any such exercise or receipt 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.

       

      19.            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 (or with respect to Performance Units, the cash equivalent thereof),
will relieve the Company of any liability in respect of the failure to issue or
sell such Shares (or with respect to Performance Units, the cash equivalent
thereof) as to which such requisite authority will not have been
obtained.

       

      20.            Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such stockholder approval will be obtained in the manner and
to the degree required under Applicable Laws.

       

      



      
        
          
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