Amended and Restated 2004 Stock Incentive Plan



 Exhibit 10.1 
 INTRALASE CORP. 
 AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN 
 This AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (the “Plan”) is hereby established by INTRALASE CORP., a Delaware corporation (the
“Company”), and adopted by its Board of Directors as of May 23, 2006 (the “Effective Date”). 
 ARTICLE 1

 PURPOSES OF THE PLAN 
 1.1
Purposes. The purposes of the Plan are (a) to enhance the ability of the Company and its Affiliated Companies to attract and retain the services of officers, qualified employees, directors and outside consultants and service providers to the
Company, upon whose judgment, initiative and efforts the successful conduct and development of the Company’s businesses largely depends, and (b) to provide additional incentives to such persons to devote their utmost effort and skill to
the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company that coincides with the financial interests
of the Company’s stockholders. 
 ARTICLE 2 
 DEFINITIONS 
 For purposes of this Plan, the following terms shall have the meanings indicated: 

2.1 Administrator. “Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee, the term
Administrator shall mean the Committee. 
 2.2 Affiliated Company. “Affiliated Company” means: 
 (a) with respect to Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company, whether
now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively.; and 
 (b) with respect to Awards other than Incentive Options, any entity described in paragraph (a) of this Section 2.2 above, plus any other corporation, limited liability company (“LLC”), partnership
or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (1) the total combined voting power of all outstanding voting securities or
(2) the capital or profits interests of an LLC, partnership or joint venture. 
 2.3 Award. “Award” means an Option, SAR,
Restricted Stock, Restricted Stock Unit or Stock Payment issued to a Participant under the Plan. 
 2.4 Award Agreement. “Award
Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant. 
 2.5 Board. “Board” means the Board of Directors of the Company. 
 2.6 Change in Control. “Change in Control” shall mean the occurrence of any of the following events: 
 (a) The approval by stockholders of the Company 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) more than fifty percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, 








 
however, that any such merger or consolidation as a result of a Going Private Transaction (defined below) pursuant to Rule 13e-3 of the Securities Exchange
Act of 1934 (the “Act”) shall not constitute a Change of Control; 
 (b) The approval by the stockholders of the
Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; 
 (c) Any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
becoming the “beneficial owner” (as defined in Rule 13d-3 under said 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; provided, however, that any such “person” becoming a “beneficial owner” 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 as a result of (A) a financing of the Company, or (B) an all cash tender offer by a private equity firm, venture capital firm or other financial buyer, as reasonably determined by the
Company, shall not constitute a Change in Control; or 
 (d) A change in the composition of the Board, as a result of which
fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy
contest relating to the election of directors of the Company; provided, however, that any such change in the composition of the Board as a result of a financing of the Company (as reasonably determined by the Company) shall not constitute a Change
in Control. 
 2.7 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 2.8 Committee. “Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in
Section 9.1 hereof. 
 2.9 Common Stock. “Common Stock” means the Common Stock of the Company, $.01 par value, subject to
adjustment pursuant to Section 4.3 hereof. 
 2.10 Consultant. “Consultant” means any consultant or advisor if: (i) the
consultant or advisor renders bona fide services to the Company or any Affiliated Company; (ii) 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; and (iii) the consultant or advisor is a natural person who has contracted directly with the Company or any Affiliated Company to render such
services. 
 2.11 Covered Employee. “Covered Employee” means the chief executive officer of the Company (or the individual acting
in such capacity) and the four (4) other individuals that are the highest compensated officers of the Company for the relevant taxable year for whom total compensation is required to be reported to stockholders under the Exchange Act.

 2.12 Disability. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The
Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties. 
 2.13
Dividend Equivalent. “Dividend Equivalent” means a right to receive payments equivalent to the amount of dividends paid by the Company to holders of shares of Common Stock with respect to the number of Dividend Equivalents held by the
Participant. The Dividend Equivalent may provide for payment in Common Stock or in cash, or a fixed combination of Common Stock or cash, or the Administrator may reserve the right to determine the manner of payment at the time the Dividend
Equivalent is payable. Dividend Equivalents may be granted only in connection with a grant of Restricted 








 
Stock Units and shall be subject to the vesting conditions that govern Restricted Stock Units as set forth in the applicable Restricted Stock Award
Agreement. 
 2.14 DRO. “DRO” means a domestic relations order as defined in the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder. 
 2.15 Effective Date. “Effective Date” means the date on which
the Plan is adopted by the Board, as set forth on the first page hereof. 
 2.16 Exchange Act. “Exchange Act” means the Securities
and Exchange Act of 1934, as amended. 
 2.17 Exercise Price. “Exercise Price” means (i) the purchase price per share of
Common Stock payable upon exercise of an Option, or (ii) the value assigned to an SAR as designated by the Administrator at the time such SAR is granted. 
 2.18 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows: 
 (a) If the Common Stock is then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted
on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange on the next preceding day for which a closing sale price is reported. 
 (b) If the Common Stock is not then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date of valuation. 
 (c) If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the
Administrator in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties. 
 2.19 Incentive Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. 
 2.20 Incentive Option Agreement. “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option. 
 2.21 NASD Dealer. “NASD Dealer” means a broker-dealer that is a member of the National Association of Securities Dealers, Inc. 
 2.22 Nonqualified Option. “Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as
an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in
Section 5.6 below, it shall to that extent constitute a Nonqualified Option. 
 2.23 Nonqualified Option Agreement. “Nonqualified
Option Agreement” means an Option Agreement with respect to a Nonqualified Option. 
 2.24 Option. “Option” means any option
to purchase Common Stock granted pursuant to the Plan. 
 2.25 Option Agreement. “Option Agreement” means the written agreement
entered into between the Company and the Optionee with respect to an Option granted under the Plan. 
 2.26 Optionee. “Optionee”
means a Participant who holds an Option. 
 2.27 Participant. “Participant” means an individual or entity who holds an Award under
the Plan. 







 2.28 Performance Criteria. “Performance Criteria” means one or more of the following as
established by the Administrator, which may be stated as a target percentage or dollar amount, a percentage increase over a base period percentage or dollar amount or the occurrence of a specific event or events: 
 (a) Sales; 
 (b) Revenues; 
 (c) Operating income; 
 (d) Pre-tax income; 
 (e) Earnings before interest, taxes, depreciation and amortization (“EBITDA”); 
 (f) Gross margin;

 (g) Return on equity; 
 (h) Return on capital; 
 (i) Earnings per share; 
 (j) Consolidated net income of the Company divided by the average consolidated common stockholders equity; 
 (k) Cash and cash equivalents derived from either (i) net cash flow from operations, or (ii) net cash flow from operations,
financings and investing activities; 
 (l) Adjusted operating cash flow return on income; 
 (m) Cost containment or reduction; 
 (n) Product development; 
 (o) Market share; 
 (p) Customer satisfaction; 
 (q) Employee satisfaction; 
 (r) The percentage increase in the market price of the
Company’s common stock over a stated period; 
 (s) Strategic transactions; and 
 (t) Individual business objectives. 
 2.29 Purchase Price. “Purchase Price” means the purchase price per Restricted Share. 
 2.30 Restricted Stock.
“Restricted Stock” means shares of Common Stock issued pursuant to Article 7 hereof, subject to any restrictions and conditions as are established pursuant to such Article 7. 
 2.31 Restricted Stock Award. “Restricted Stock Award” means either the issuance of Restricted Stock or the grant of Restricted Stock Units,
with or without Dividend Equivalents, under the Plan. 
 2.32 Restricted Stock Award Agreement. “Restricted Stock Award Agreement”
means the written agreement entered into between the Company and a Participant evidencing the issuance of Restricted Stock or the grant of Restricted Stock Units or Dividend Equivalents under the Plan. 
 2.33 Restricted Stock Unit. “Restricted Stock Unit” means the right to receive one share of Common Stock issued pursuant to Article 8 hereof,
subject to any restrictions and conditions as are established pursuant to such Article 8. 
 2.34 Section 409A Award. “Section 409A
Award” has the meaning set forth in Section 14.4. 
 2.35 Service Provider. “Service Provider” means a Consultant,
employee, non-employee Director of the Company or other natural person the Administrator authorizes to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or (iii) any other
business venture 








 
designated by the Administrator in which the Company (or any entity that is a successor to the Company) or an Affiliated Company has a significant ownership
interest. 
 2.36 Stock Appreciation Right. A “Stock Appreciation Right” (also referred to as an “SAR”) entitles the
Participant to receive, in cash or Common Stock, value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise; over (b) an Exercise Price
established by the Administrator at the time of grant. 
 2.37 Stock Payment. “Stock Payment” means a payment in the form of shares
of Common Stock. 
 2.38 10% Stockholder. “10% Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company. 
 ARTICLE 3 
 ELIGIBILITY 
 3.1 Incentive Options. Only employees of the Company or of an Affiliated Company (including officers of the Company and members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan. 
 3.2 Nonqualified Options,
Stock Appreciation Rights, Stock Payments and Restricted Stock Awards. Employees of the Company or of an Affiliated Company, officers of the Company and members of the Board (whether or not employed by the Company or an Affiliated Company), and
Service Providers are eligible to receive Nonqualified Options, Stock Appreciation Rights, Stock Payments or acquire Restricted Stock Awards under the Plan. 
 3.3 Section 162(m) Limitation. No employee of the Company or of an Affiliated Company shall be eligible to be granted Awards covering more than 500,000 shares of Common Stock during any calendar year.
Notwithstanding the foregoing, in connection with his or her initial service to the Company, an employee of the Company or of an Affiliated Company shall be eligible to be granted Awards covering up to 800,000 shares of Common Stock during the
calendar year which includes such individual’s initial service to the Company. 
 ARTICLE 4 
 PLAN SHARES 
 4.1 Shares Subject to the Plan.
A total of 5,607,640 shares of Common Stock may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.3 hereof. For purposes of this limitation, in the event that (a) all or any portion
of any Award granted or offered under the Plan can no longer under any circumstances be exercised or purchased, or (b) any shares of Common Stock are reacquired by the Company which were initially the subject of an Incentive Option Agreement,
Nonqualified Option Agreement, or Restricted Stock Award Agreement, the shares of Common Stock allocable to the unexercised portion of such Option, or such Restricted Stock Award Agreement, or the shares so reacquired, shall again be available for
grant or issuance under the Plan. Shares of Common Stock which are withheld in order to satisfy federal, state or local tax liability (to the extent permitted by the Administrator) shall not count against the above limit and shall again become
available for grant or issuance under the Plan. Additionally, only the number of shares of Common Stock actually issued upon exercise of a Stock Appreciation Right shall count against the above limit, and any shares which were designated to be used
for such purposes and were not in fact so used shall again become available for grant or issuance under the Plan. 
 4.2 Additional
Limitation on Incentive Stock Options. Subject to Section 4.3 hereof, the maximum number of shares of Common Stock that may be issued pursuant to Options intended to be Incentive Stock Options shall be 5,607,640. 







 4.3 Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter
increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, combination of shares, reclassification, stock
dividend, or other similar change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares issuable thereafter under this Plan, the number and kind of shares
and the price per share subject to outstanding Award Agreements and the limit on the number of shares under Section 3.3 above, all in order to preserve, as nearly as practical, but not to increase, the benefits to Participants. 
 ARTICLE 5 
 OPTIONS 
 5.1 Option Agreement. Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement that shall specify the number of shares subject
thereto, the Exercise Price per share, and whether the Option is an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, an Option Agreement shall be duly executed and delivered by or on behalf of the
Company to the Optionee to whom such Option was granted. Each Option Agreement shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time,
deem desirable, including, without limitation, the imposition of any rights of first refusal and resale obligations upon any shares of Common Stock acquired pursuant to an Option Agreement. Each Option Agreement may be different from each other
Option Agreement. 
 5.2 Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the
Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the Incentive Option is granted, (b) the Exercise Price for Nonqualified Options granted to
Covered Employees shall not be less than 100% of Fair Market Value on the date the Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Stockholder on the date of grant, the Exercise Price shall not be less
than 110% of Fair Market Value on the date the Option is granted. However, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424 of the Code. 
 5.3 Payment of Exercise Price. Payment of the
Exercise Price shall be made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock acquired pursuant
to the exercise of an Option, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the waiver of compensation due or accrued to the Optionee for services rendered; (e) a “same day
sale” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such shares to forward the Exercise Price directly to the Company; or (f) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable law, including the
Sarbanes-Oxley Act of 2002, as amended. 
 5.4 Term and Termination of Options. The term and provisions for termination of each Option shall
be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who is a 10% Stockholder on the date of grant shall not be exercisable more than
five (5) years after the date it is granted. 
 5.5 Vesting and Exercise of Options. Each Option shall vest and become exercisable in
one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives, as shall be determined by the Administrator. 
 5.6 Annual Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the Common Stock, with respect to which Incentive Options granted under this Plan and any other plan of the 








 
Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year, shall not exceed $100,000. 
 5.7 Nontransferability of Options. Except as otherwise provided in this Section 5.7, Options shall not be assignable or transferable except by will,
the laws of descent and distribution or pursuant to a DRO entered by a court in settlement of marital property rights, and during the life of the Optionee, Options shall be exercisable only by the Optionee. At the discretion of the Administrator and
in accordance with rules it establishes from time to time, Optionees may be permitted to transfer some or all of their Nonqualified Options to one or more “family members,” which is not a “prohibited transfer for value,” provided
that (i) the Optionee (or such Optionee’s estate or representative) shall remain obligated to satisfy all income or other tax withholding obligations associated with the exercise of such Nonqualified Option; (ii) the Optionee shall
notify the Company in writing that such transfer has occurred and disclose to the Company the name and address of the “family member” or “family members” and their relationship to the Optionee, and (iii) such transfer shall
be effected pursuant to transfer documents in a form approved by the Administrator. For purposes of the foregoing, the terms “family members” and “prohibited transfer for value” have the meaning ascribed to them in the General
Instructions to Form S-8 (or any successor form) promulgated under the Securities Act of 1933, as amended. 
 5.8 Rights as Stockholder. An
Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased upon such
exercise have been issued to such person. 
 5.9 Unvested Shares. The Administrator shall have the discretion to grant Options which are
exercisable for unvested shares of Common Stock. Should the Optionee cease being an employee, a Service Provider, an officer, director or Consultant of the Company while owning such unvested shares, the Company shall have the right to repurchase, at
the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Administrator and set forth in the document evidencing such repurchase right. 
 ARTICLE 6 
 STOCK APPRECIATION RIGHTS (“SARs”) 
 6.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Participant selected by the Administrator. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the
Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be exercisable or payable at such time or times and upon conditions as may be approved by the Administrator, provided
that the Administrator may accelerate the exercisability or payment of a Stock Appreciation Right at any time. 
 6.2 Vesting of Stock
Appreciation Rights. Each Stock Appreciation Right shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or
objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Administrator, provided that
the maximum term of a Stock Appreciation Right shall be ten (10) years from the date of grant. The base price of a Stock Appreciation Right shall be determined by the Administrator in its sole discretion; provided, however, that the base price
per share of any Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the shares of Common Stock on the date of grant. 
 6.3 Payment of Stock Appreciation Rights. A Stock Appreciation Right will entitle the holder, upon exercise or other payment of the Stock Appreciation
Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock
Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the 








 
amount determined under the foregoing shall be made either in cash or in shares of Common Stock, as determined by the Administrator in its discretion. If
payment is made in shares of Common Stock, such shares shall be valued at their Fair Market Value on the date of exercise or payment, subject to applicable tax withholding requirements and to such conditions, as are set forth in this Plan and the
applicable Stock Appreciation Rights Award Agreement. 
 6.4 Nontransferability of Stock Appreciation Rights. Except as otherwise provided in
this Section 6.4, Stock Appreciation Rights shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a DRO entered by a court in settlement of marital property rights, and during the life of
the Stock Appreciation Rights Holder, Stock Appreciation Rights shall be exercisable only by the Stock Appreciation Rights Holder. At the discretion of the Administrator and in accordance with rules it establishes from time to time, Stock
Appreciation Rights Holders may be permitted to transfer some or all of their Stock Appreciation Rights to one or more “family members,” which is not a “prohibited transfer for value,” provided that (i) the Stock
Appreciation Rights Holder (or such holder’s estate or representative) shall remain obligated to satisfy all income or other tax withholding obligations associated with the exercise of such Stock Appreciation Right; (ii) the Stock
Appreciation Rights Holder shall notify the Company in writing that such transfer has occurred and disclose to the Company the name and address of the “family member” or “family members” and their relationship to the holder, and
(iii) such transfer shall be effected pursuant to transfer documents in a form approved by the Administrator. For purposes of the foregoing, the terms “family members” and “prohibited transfer for value” have the
meaning ascribed to them in the General Instructions to Form S-8 (or any successor form) promulgated under the Securities Act of 1933, as amended. 
 ARTICLE 7 
 RESTRICTED STOCK 
 7.1 Issuance of Restricted Stock. The Administrator shall have the right to issue, pursuant to this Plan and at a Purchase Price determined by the Administrator, shares of Common Stock subject to such terms, restrictions and conditions as
the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or
more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such performance goals were achieved before such restrictions are considered to have lapsed. 
 7.2 Restricted Stock Award Agreements. A Participant shall have no rights with respect to the shares of Restricted Stock covered by a Restricted Stock
Award Agreement until the Participant has paid the full Purchase Price, if any, to the Company in the manner set forth in Section 7.3(b) hereof and has executed and delivered to the Company the applicable Restricted Stock Award Agreement. Each
Restricted Stock Award Agreement shall be in such form, and shall set forth the Purchase Price, if any, and such other terms, conditions and restrictions of the Restricted Stock Award Agreement, not inconsistent with the provisions of this Plan, as
the Administrator shall, from time to time, deem desirable. Each such Restricted Stock Award Agreement may be different from each other Restricted Stock Award Agreement. 
 7.3 Purchase Price. 
 (a) Amount. Restricted Stock may be issued to Participants for such
consideration as is determined by the Administrator in its sole discretion, including no consideration or such minimum consideration as may be required by applicable law. 
 (b) Payment. Payment of the Purchase Price, if any, may be made, in the discretion of the Administrator, subject to any legal
restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Participant, which surrendered shares shall be valued at Fair Market Value as of the date of such acceptance; (d) the cancellation of
indebtedness of the Company to the Participant; (e) the waiver of compensation due or accrued to the Participant for services rendered; or (f) any combination of the foregoing methods of payment or any other consideration or method of
payment as shall be permitted by applicable law. If payment for shares of Restricted Stock is made by promissory note, any cash dividends paid with respect to the Restricted Stock may be applied, in the discretion of the Administrator, to repayment
of such note. 







 7.4 Vesting of Restricted Stock. The Restricted Stock Award Agreement shall specify the date or dates,
the performance goals, if any, established by the Administrator with respect to one or more Performance Criteria that must be achieved, and any other conditions on which the Restricted Stock may vest. 
 7.5 Rights as a Stockholder. Upon complying with the provisions of Sections 7.2 and 7.3 hereof, a Participant shall have the rights of a stockholder with
respect to the Restricted Stock acquired pursuant to a Restricted Stock Award Agreement, including voting and dividend rights, subject to the terms, restrictions and conditions as are set forth in such Restricted Stock Award Agreement. Unless the
Administrator shall determine otherwise, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares have vested in accordance with the terms of the Restricted Stock Award Agreement. 

7.6 Restrictions. Shares of Restricted Stock may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or
transferable except by will, the laws of descent and distribution or pursuant to a DRO entered by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Award Agreement or as authorized by the
Administrator. In the event of termination of a Participant’s employment, service as a director of the Company or Service Provider status for any reason whatsoever (including death or disability), the Restricted Stock Award Agreement may
provide, in the discretion of the Administrator, that the Company may, at the discretion of the Administrator, exercise a Repurchase Right to repurchase at the original Purchase Price the shares of Restricted Stock that have not vested as of the
date of termination. 
 ARTICLE 8 
 RESTRICTED STOCK UNITS 
 8.1 Grants of Restricted Stock Units and Dividend Equivalents. The Administrator shall have the right to
grant, pursuant to this Plan, Restricted Stock Units and Dividend Equivalents, subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such
performance goals were achieved before such restrictions are considered to have lapsed. 
 8.2 Purchase Price. 
 (a) Amount. Restricted Stock Units may be issued to Participants for such consideration as is determined by the Administrator in its sole
discretion, including no consideration or such minimum consideration as may be required by applicable law. 
 (b) Payment.
Payment of the Purchase Price, if any, may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Participant, which
surrendered shares shall be valued at Fair Market Value as of the date of such acceptance; (d) the cancellation of indebtedness of the Company to the Participant; (e) the waiver of compensation due or accrued to the Participant for
services rendered; or (f) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable law. 
 8.3 Vesting of Restricted Stock Units and Dividend Equivalents. The Restricted Stock Award Agreement shall specify the date or dates or the performance
goals, if any, established by the Administrator with respect to one or more Performance Criteria that must be achieved, and any other conditions on which the Restricted Stock Units and Dividend Equivalents may vest. 
 8.4 Rights as a Stockholder. Holders of Restricted Stock Units shall not be entitled to vote or to receive dividends unless or until they become owners
of the shares of Common Stock pursuant to their Restricted Stock Award Agreement and the terms and conditions of the Plan. 







 8.5 Restrictions. Restricted Stock Units and Dividend Equivalents may not be sold, pledged or otherwise
encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a DRO entered by a court in settlement of marital property rights, except as specifically provided in the
Restricted Stock Award Agreement or as authorized by the Administrator. In the event of termination of a Participant’s employment, service as a director of the Company or Service Provider status for any reason whatsoever (including death or
disability), the Restricted Stock Award Agreement may provide that all Restricted Stock Units and Dividend Equivalents that have not vested as of such date shall be automatically forfeited by the Participant. However, if, with respect to such
unvested Restricted Stock Units the Participant paid a Purchase Price, the Administrator shall have the right, exercisable at the discretion of the Administrator, to exercise a Repurchase Right to cancel such unvested Restricted Stock Units upon
payment to the Participant of the original Purchase Price. The Participant shall forfeit such unvested Restricted Stock Units upon the Administrator’s exercise of such right. 
 ARTICLE 9 
 STOCK PAYMENT AWARDS 
 9.1 Grant of Stock Payment Awards. A Stock Payment award may be granted to any Participant selected by the Administrator. A Stock Payment award may be
granted for past services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the Administrator. A Stock Payment award granted to a Participant represents shares of Common
Stock that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the Award Agreement. The Administrator may, in connection with any Stock Payment
award, provide that no payment is required, or require the payment by the Participant of a specified purchase price. 
 9.2 Rights as
Stockholder. Subject to the foregoing provisions of this Article 9 and the applicable Award Agreement, upon the issuance of the Common Stock under a Stock Payment award the Participant shall have all rights of a stockholder with respect to the
shares of Common Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. 
 ARTICLE 10 
 ADMINISTRATION OF THE PLAN 
 10.1 Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of
two (2) or more members of the Board (the “Committee”). Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. The Board may limit the composition of the Committee to those
persons necessary to comply with the requirements of Section 162(m) of the Code and Section 16 of the Exchange Act. As used herein, the term “Administrator” means the Board or, with respect to any matter as to which
responsibility has been delegated to the Committee, the term Administrator shall mean the Committee. Notwithstanding the foregoing, the Administrator may delegate, to one or more officers of the Company, its powers under Section 10.2 of the
Plan below, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law. 
 10.2
Powers of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the
time or times at which, Awards shall be granted, the number of shares to be represented by each Award, and the consideration to be received by the Company upon the exercise and/or vesting of such Awards; (b) to interpret the Plan; (c) to
create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Award Agreements; (e) to determine the identity or capacity of any persons who may
be entitled to exercise a Participant’s rights under any Award Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement; (g) to accelerate the
vesting of any Award or release or waive any repurchase rights of the Company with respect 








 
to Restricted Stock Awards; (h) to extend the expiration date of any Option; (i) to amend outstanding Award Agreements to provide for, among other
things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (j) to make all other determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants. To the extent permitted by applicable law, the Administrator may from time to time delegate to a delegatee of one or more members of the Board or one or more officers of the Company the
authority to grant or amend Awards to Participants other than (a) senior executives of the Company who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or members of the Board)
to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time
rescind the authority so delegated or appoint a new delegatee. 
 10.3 Limitation on Liability. No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and
any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such
person’s conduct in the performance of duties under the Plan. 
 ARTICLE 11 
 CHANGE IN CONTROL 
 11.1 Change in Control. In order to preserve a Participant’s
rights in the event of a Change in Control of the Company: 
 (a) The Administrator shall have the discretion to provide in
each Award Agreement the terms and conditions that relate to (i) vesting of such Award in the event of a Change in Control, and (ii) assumption of such Awards or issuance of comparable securities under an incentive program in the event of
a Change in Control. The aforementioned terms and conditions may vary in each Award Agreement. 
 (b) If the terms of an
outstanding Option Agreement provide for accelerated vesting in the event of a Change in Control, or to the extent that an Option is vested and not yet exercised, the Administrator in its discretion may provide, in connection with the Change in
Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Participant
would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, and (y) the Exercise Price of the
Option. 
 (c) If the terms of an outstanding Stock Appreciation Right provide for accelerated vesting in the event of a
Change in Control, or to the extent that a Stock Appreciation Right is vested and not yet exercised, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Stock
Appreciation Right for an amount of cash or other property having a value equal to the value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares issuable
upon exercise of the Stock Appreciation Right had the Stock Appreciation Right been exercised immediately prior to the Change in Control. 
 (d) Outstanding Options and Stock Appreciation Rights shall terminate and cease to be exercisable upon consummation of a Change in Control except to the extent that the Options or Stock Appreciation Rights are assumed
by the successor entity (or parent thereof) pursuant to the terms of the Change in Control transaction. 







 (e) The Administrator shall cause written notice of a proposed Change in Control
transaction to be given to Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. 
 ARTICLE 12 
 AMENDMENT AND TERMINATION OF THE PLAN 
 12.1 Amendments. Subject to applicable law, including NASD stockholder approval requirements, the Board may from time to time alter, amend, suspend or terminate the Plan in such respects as the Board may deem
advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Award Agreement without such Participant’s consent. The Board may
alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which give Optionees more favorable tax treatment than that applicable to Options granted under this Plan as of the date of
its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded to an Optionee pursuant
to such terms and conditions. 
 12.2 Plan Termination. Unless the Plan shall theretofore have been terminated, the Plan shall terminate on
the tenth (10th) anniversary of the Effective Date and no Awards may be granted under the Plan thereafter, but Award Agreements then outstanding shall continue in effect in accordance with their respective terms. 
 ARTICLE 13 
 TAX WITHHOLDING 
 13.1 Tax Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company in cash, an amount sufficient to
satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options exercised, any Restricted Stock issued, or any other Award issued under the Plan. To the extent permissible under applicable tax, securities
and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined
on the basis of the highest marginal tax rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or as a result of the
purchase of or lapse of restrictions on Restricted Stock, or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax
withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding. 
 ARTICLE 14 
 MISCELLANEOUS 
 14.1 Repricings Not Permitted. Notwithstanding anything herein to the contrary, the Administrator shall not have the authority to cause an adjustment to the Exercise Price of any outstanding Options or SARs (a “Repricing”), unless
such Repricing is approved by a majority of the Company’s stockholders entitled to vote on such matter. 
 14.2 Benefits Not Alienable.
Other than as provided above, benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect. 
 14.3 No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant. Nothing 








 
contained in the Plan shall be deemed to give the right to any Participant to be retained as an employee of the Company or any Affiliated Company or to
interfere with the right of the Company or any Affiliated Company to discharge any Participant at any time. 
 14.4 Awards subject to Code
Section 409A. Any Award that constitutes, or provides for, a deferral of compensation subject to Section 409A of the Code (a “Section 409A Award”) shall satisfy the requirements of Section 409A of the Code, to the extent
applicable as determined by the Administrator. The Award Agreement with respect to a Section 409A Award shall incorporate the terms and conditions required by Section 409A of the Code. If any deferral of compensation is to be permitted in
connection with a 409A Award, the Administrator shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an
election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the
deferred amount. 
 14.5 Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option
Agreements and Restricted Stock Award Agreements, except as otherwise provided herein, will be used for general corporate purposes. 
 14.6
Annual Reports. During the term of this Plan, the Company will furnish to each Optionee who does not otherwise receive such materials, copies of all reports, proxy statements and other communications that the Company distributes generally to its
stockholders.