exv10w1




Exhibit 10.1




As adopted by the

Board of Directors

on April 17, 2008




ART TECHNOLOGY GROUP, INC.




AMENDED AND RESTATED 1996 STOCK OPTION PLAN




     1. Purpose. The purpose of this Amended and Restated 1996 Stock Option Plan (the
“Plan”) of Art Technology Group, Inc., a Delaware corporation (the “Company”), is to advance the
interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and
motivate persons who are expected to make important contributions to the Company and by providing
such persons with equity ownership opportunities and performance-based incentives that are intended
to better align their interests with those of the Company’s stockholders. Except where the context
otherwise requires, the term “Company” shall include any of the Company’s present or future parent
or subsidiary corporations as defined in Section 424(e) or (f) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business
venture (including any joint venture or limited liability company) in which the Company has a
controlling interest, as determined by the Board of Directors of the Company (the “Board”).



     2. Eligibility. All of the Company’s employees, officers, directors, consultants and
advisors are eligible to receive options, stock appreciation rights, restricted stock and other
stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the
Plan is deemed a “Participant.”



     3. Administration and Delegation.



          (a) Administration by Board. The Plan will be administered by the Board. The Board
shall have authority to grant Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect (including the
interpretation and implementation of Section 11(g)) and it shall be the sole and final judge of
such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall
be final and binding on all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall be liable for any
action or determination relating to or under the Plan made in good faith.




          (b) Appointment of Committees. To the extent permitted by applicable law, the Board
may delegate any or all of its powers under the Plan to one or more committees or subcommittees of
the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.




 









 








          (c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards to employees or officers
of the Company or any of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall fix the terms of
the Awards to be granted by such officers (including the exercise price of such Awards, which may
include a formula by which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further that no officer shall be authorized
to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).




     4. Stock Available for Awards.



          (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under
the Plan for up to 32,000,000 shares of common stock, $0.01 par value per share, of the Company
(the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having
been fully exercised or is forfeited in whole or in part (including as the result of shares of
Common Stock subject to such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right) or results in any Common Stock not being issued, the
unused Common Stock covered by such Award shall again be available for the grant of Awards under
the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitations under the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares. Solely for the purpose of applying this
limitation (and not for purposes of Section 4(b) below), each Option (each as hereinafter defined)
granted under this Plan shall reduce the number of shares available for grant by one share for
every one share granted, each SAR (each as hereinafter defined) granted under this Plan shall
reduce the number of shares available for grant by one share for every one share underlying the
SAR, and each Award authorized under this Plan after April 5, 2007, other than an Option or SAR,
shall reduce the number of shares available by 1.24 shares for every one share granted. Shares
that are (i) subject to a stock-settled SAR Award that were not issued upon the net settlement or
net exercise of such SAR Award and (ii) shares delivered to or withheld by the Company to pay the
withholding taxes related to an Option or a SAR Award, may not again be made available for issuance
under the Plan.




          (b) Section 162(m) Per-Participant Limit. Subject to adjustment under Section 9, the
maximum number of shares of Common Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 1,000,000 per calendar year. For purposes of the foregoing
limit, the combination of an Option in tandem with an SAR shall be treated as a single Award. The
per-Participant limit described in this Section 4(b) shall be construed and applied consistently
with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder
(“Section 162(m)”).




     5. Stock Options.



          (a) General. The Board may grant options to purchase Common Stock (each, an “Option”)
and determine the number of shares of Common Stock to be covered by each




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Option, the exercise price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable. An Option that is not intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option.”




          (b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of Art Technology Group, Inc., any of Art Technology Group, Inc.’s present or
future parent or subsidiary corporations as defined in Section 424(e) or (f) of the Code, and any
other entities the employees of which are eligible to receive Incentive Stock Options under the
Code, and shall be subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any other party, if an
Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive
Stock Option or for any action taken by the Board pursuant to Section 10(f), including the
conversion of an Incentive Stock Option to a Nonstatutory Stock Option.




          (c) Exercise Price. The Board shall establish the exercise price of each Option and
specify such exercise price in the applicable option agreement, provided, however, that the
exercise price of any Option shall not be less than the fair market value per share of the Common
Stock as of the date of option grant.




          (d) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement, provided,
however, that no Option shall be exercisable more than ten (10) years after the date the Option is
granted.




          (e) Exercise of Options. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Board together with payment in full as specified in Section 5(f)
for the number of shares for which the Option is exercised.




          (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:




               (1) in cash or by check, payable to the order of the Company;



               (2) except as the Board may otherwise provide in an option agreement, by (A) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax withholding or (B) delivery
by the Participant to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding or (C) with the consent of the Board, by reducing
the number of shares of Common Stock otherwise issuable to the optionee upon exercise of the Option
by a number of shares of Common Stock having a fair market value equal to such aggregate exercise
price;



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               (3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at their
fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”),
provided (A) such method of payment is then permitted under applicable law, (B) such Common Stock,
if acquired directly from the Company, was owned by the Participant at least six months prior to
such delivery and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements;



               (4) to the extent permitted by applicable law and by the Board, by (A) delivery of a
promissory note of the Participant to the Company on terms determined by the Board, with the
understanding that no loans shall be made to directors or executive officers, or (B) payment of
such other lawful consideration as the Board may determine; or



               (5) by any combination of the above permitted forms of payment.



          (g) Substitute Options. In connection with a merger or consolidation of an entity
with the Company or the acquisition by the Company of property or stock of an entity, the Board may
grant Options in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options contained in the other
sections of this Section 5 or in Section 2.




          (h) No Repricing of Options. Notwithstanding anything to the contrary in the Plan,
the Company shall not engage in any repricing of Options or SARs granted under this Plan without
further stockholder approval. For this purpose, the term “repricing” shall mean any of the
following or other action that has the same effect: (i) lowering the exercise price of an Option or
an SAR after it is granted, (ii) any other actions that is treated as a repricing under generally
accepted accounting principles, or (iii) canceling an Option or an SAR at a time when its exercise
price exceeds the fair market value of the underlying stock in exchange for another Option, SAR,
restricted stock, or other equity of the Company, unless the cancellation and exchange occurs in
connection with a merger, acquisition, spin-off, or similar corporate transaction (including any
adjustment described in Section 9).




     6. Stock Appreciation Rights.



          (a) Nature. A Stock Appreciation Right (“SAR”) is an Award entitling the holder on
exercise to receive an amount in cash or Common Stock or a combination thereof (such form to be
determined by the Board) determined in whole or in part by reference to appreciation, from and
after the date of grant, in the fair market value of a share of Common Stock, provided, however,
that the exercise price of any SAR shall not be less than the fair market value per share of the
Common Stock as of the date of the SAR Award. The date as of which such appreciation or other
measure is determined shall be the exercise date unless another date is specified by the Board in
the SAR Award.




          (b) Grants. SARs may be granted in tandem with, or independently of, Options granted
under the Plan.




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               (1) Tandem Awards. When SARs are expressly granted in tandem with Options: (A) the
SAR will be exercisable only at such time or times, and to the extent, that the related Option is
exercisable and will be exercisable in accordance with the procedure required for exercise of the
related Option; (B) the SAR will terminate and no longer be exercisable upon the termination or
exercise of the related Option, except that a SAR granted with respect to less than the full number
of shares covered by an Option will not be reduced until the number of shares as to which the
related Option has been exercised or has terminated exceeds the number of shares not covered by the
SAR; (C) the Option will terminate and no longer be exercisable upon the exercise of the related
SAR; and (D) the SAR will be transferable only with the related Option.



               (2) Independent SARs. A SAR not expressly granted in tandem with an Option will
become exercisable at such time or times, and on such conditions, as the Board may specify in the
SAR Award.



          (c) Exercise. A SAR may be exercised only by delivery to the Company of a written
notice of exercise signed by the proper person or other form of notice (including electronic
notice) approved by the Board, together with any other documents required by the Board.




          (d) Duration of SARs. No SAR shall be exercisable more than ten (10) years after the
date the SAR is granted.




     7. Restricted Stock.



          (a) Grants. The Board may grant Awards entitling recipients to acquire shares of
Common Stock, subject to the right of the Company to repurchase all or part of such shares at their
issue price or other stated or formula price (or to require forfeiture of such shares if issued at
no cost) from the recipient in the event that conditions specified by the Board in the applicable
Award are not satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a “Restricted Stock Award”).




          (b) Terms and Conditions. The Board shall determine the terms and conditions of a
Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any.




          (c) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company (or
such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or the Designated Beneficiary of such Participant. For these purposes, a “Designated
Beneficiary” of a Participant shall be (1) a beneficiary designated by such Participant, in a
manner determined by the Board, to receive amounts due or exercise rights of such Participant in
the event of such Participant’s death or (2) in the absence of such a designation, the
Participant’s estate.




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          (d) Deferred Delivery of Shares. The Board may, at the time any Restricted Stock
Award is granted, provide that, at the time Common Stock would otherwise be delivered pursuant to
the Award, the Participant shall instead receive an instrument evidencing the right to future
delivery of Common Stock at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time accelerate the time at which delivery of all or any part of the Common
Stock shall take place.




     8. Other Stock-Based Awards. Other Awards of shares of Common Stock, and other Awards
that are valued in whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted under the Plan to Participants (“Other Stock Unit Awards”),
including Awards entitling recipients to receive shares of Common Stock to be delivered in the
future. Such Other Stock Unit Awards shall also be available as a form of payment in the settlement
of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant
is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as
the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the
conditions of each Other Stock Unit Awards, including any purchase price applicable thereto. At the
time any Award is granted, the Board may provide that, at the time Common Stock would otherwise be
delivered pursuant to the Award, the Participant will instead receive an instrument evidencing the
Participant’s right to future delivery of the Common Stock.



     9. Adjustments for Changes in Common Stock and Certain Other Events.



          (a) Changes in Capitalization. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than an ordinary cash dividend, (1) the number and class of securities available under the
Plan, (2) the sub-limit set forth in Section 4(b), (3) the number and class of securities and
exercise price per share of each outstanding Option, (4) the repurchase price per share subject to
each outstanding Restricted Stock Award and (5) the share- and per-share-related provisions of each
outstanding SAR and Other Stock Unit Award, shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent determined by the Board.




          (b) Reorganization Events.




               (1) Definition. A “Reorganization Event” shall mean: (A) any merger or consolidation
of the Company with or into another entity as a result of which all of the Common Stock of the
Company is converted into or exchanged for the right to receive cash, securities or other property,
(B) any exchange of all of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction or (C) any liquidation or dissolution of the Company.



               (2) Consequences of a Reorganization Event on Awards Other than Restricted Stock
Awards. In connection with a Reorganization Event, the Board shall have the authority to take,
in its discretion, any of the following actions as to all or any outstanding Awards on such terms
as the Board determines:



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               (A) provide that Awards shall be assumed, or substantially equivalent Awards shall be
substituted, by the acquiring or succeeding corporation (or an affiliate thereof);




               (B) upon written notice to a Participant, provide that the Participant’s unexercised
Options or other unexercised Awards shall become exercisable in full and will terminate
immediately prior to the consummation of such Reorganization Event unless exercised by the
Participant within a specified period following the date of such notice;




               (C) provide that outstanding Awards shall become realizable or deliverable, or
restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such
Reorganization Event;




               (D) in the event of a Reorganization Event under the terms of which holders of Common
Stock will receive upon consummation thereof a cash payment for each share surrendered in
the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to a
Participant equal to (i) the Acquisition Price times the number of shares of Common Stock
subject to the Participant’s Options or other Awards (to the extent the exercise price does
not exceed the Acquisition Price) minus (ii) the aggregate exercise price of all such
outstanding Options or other Awards, in exchange for the termination of such Options or
other Awards;




               (E) provide that, in connection with a liquidation or dissolution of the Company,
Awards shall convert into the right to receive liquidation proceeds (if applicable, net of
the exercise price thereof); and




               (F) any combination of the foregoing.



     For purposes of clause (A) above, an Option shall be considered assumed if, following
consummation of the Reorganization Event, the Option confers the right to purchase, for each share
of Common Stock subject to the Option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock held immediately
prior to the consummation of the Reorganization Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided that if the consideration received as a result of the
Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an
affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in
fair market value to the per share consideration received by holders of outstanding shares of
Common Stock as a result of the Reorganization Event.



     To the extent all or any portion of an Option becomes exercisable solely as a result of clause
(B) above, the Board may provide that upon exercise of such Option the Participant shall receive
shares subject to a right of repurchase by the Company or its successor at the Option



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exercise price; such repurchase right (i) shall lapse at the same rate as the Option would
have become exercisable under its terms and (ii) shall not apply to any shares subject to the
Option that were exercisable under its terms without regard to clause (B) above.



               (3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of
a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and
other rights of the Company under each outstanding Restricted Stock Award shall inure to the
benefit of the Company’s successor and shall apply to the cash, securities or other property that
the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the
same manner and to the same extent as they applied to the Common Stock subject to such Restricted
Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution
of the Company, except to the extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement between a Participant and the Company,
all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically
be deemed terminated or satisfied.



     10. General Provisions Applicable to Awards.



          (a) Transferability of Awards. Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case
of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the
life of the Participant, shall be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, shall include references to authorized transferees.




          (b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to
those set forth in the Plan.




          (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be
made alone or in addition or in relation to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.




          (d) Termination of Status. The Board shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.




          (e) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld in connection
with an Award to such Participant. Except as the Board may otherwise provide in an Award, for so
long as the Common Stock is registered under the Exchange Act, Participants may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market



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Value; provided that the total tax withholding where stock is being used to satisfy such tax
obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding
requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements. The Company may, to the extent permitted by law, deduct any such tax obligations from
any payment of any kind otherwise due to a Participant.




          (f) Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including changing the date of exercise or realization, and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall
be required unless the Board determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.




          (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any
shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously
delivered under the Plan until (1) all conditions of the Award have been met or removed to the
satisfaction of the Company, (2) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market rules and regulations,
and (3) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.




          (h) Acceleration. The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or conditions, or
otherwise realizable in full or in part, as the case may be.




          (i) Performance Conditions.




               (1) This Section 10(i) shall be administered by a Committee approved by the Board, all of the
members of which are “outside directors” as defined by Section 162(m) (the “Section 162(m)
Committee”).



               (2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committee
determines at the time a Restricted Stock Award or Other Stock Unit Award is granted to a
Participant who is then an officer, that such Participant is, or is likely to be as of the end of
the tax year in which the Company would claim a tax deduction in connection with such Award, a
Covered Employee (as defined in Section 162(m)), then the Section 162(m) Committee may provide that
this Section 10(i) is applicable to such Award.



               (3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section 10(i),
than the lapsing of restrictions thereon and the distribution of cash or Shares pursuant thereto,
as applicable, shall be subject to the achievement of one or more objective performance goals
established by the Section 162(m) Committee, which:



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               (A) shall be set by the Section 162(m) Committee within the time period prescribed by,
and shall otherwise comply with the requirements of, Section 162(m);




               (B) shall be based on the attainment of specified levels of one or any combination of
the following: (i) earnings per share; (ii) return on average equity or average assets with
respect to a pre-determined peer group; (iii) earnings; (iv) earnings growth; (v) revenues;
(vi) expenses; (vii) stock price; (viii) market share; (ix) return on sales, assets, equity
or investment; (x) regulatory compliance; (xi) improvement of financial ratings; (xii)
achievement of balance sheet or income statement objectives; (xiii) total shareholder
return; (xiv) net operating profit after tax; (xv)pre-tax or after-tax income; (xvi) cash
flow; or (xvii) such other objective goals as are established by the Board;




               (C) may be absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated;




               (D) may be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains
or losses on the dispositions of discontinued operations, (iii) the cumulative effects of
changes in accounting principles, (iv) the writedown of any asset and (v) charges for
restructuring and rationalization programs; and




               (E) may vary by Participant and may be different for different Awards.



               (4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock Award or
Other Stock Unit Award that is subject to this Section 10(i), the Section 162(m) Committee:




               (A) may adjust downwards, but not upwards, the cash or number of Shares payable
pursuant to such Award; and




               (B) may not waive the achievement of the applicable performance goals except in the
case of the death or disability of the Participant.



               (5) The Section 162(m) Committee shall have the power to impose such other restrictions on
Awards subject to this Section 10(i) as it may deem necessary or appropriate to ensure that such
Awards satisfy all requirements for “performance-based compensation” within the meaning of Section
162(m)(4)(C) of the Code, or any successor provision thereto.



     11. Miscellaneous.



          (a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.



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          (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed with respect to an Award until becoming the record holder
of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the number of shares
subject to such Option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such
Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.




          (c) Effective Date and Term of Plan. The Plan shall become effective on the date on
which it is adopted by the Board, but no Award may be granted unless and until the Plan has been
approved by the Company’s stockholders. No Awards shall be granted under the Plan after December
31, 2013, but Awards previously granted may extend beyond that date.




          (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that, to the extent determined by the Board, no amendment
requiring stockholder approval under any applicable legal, regulatory or listing requirement shall
become effective until such stockholder approval is obtained. No Award shall be made that is
conditioned upon stockholder approval of any amendment to the Plan.




          (e) Provisions for Foreign Participants. The Board may modify Awards or Options
granted to Participants who are foreign nationals or employed outside the United States or
establish subplans or procedures under the Plan to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.




          (f) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, without regard to
any applicable conflicts of law.




          (g) Effect of Amendment. All Awards to Participants outstanding as of the date of any
amendment of the Plan shall continue in full force and effect without modification by such
amendment; provided that each reference in any such Awards to a section of the Plan as in effect
prior to any amendment shall be deemed to refer to the corresponding section of the Plan as amended
unless the reference to such corresponding section would have an adverse impact on the Participant
holding the applicable Award.




          (h) Construction. The headings of the Sections of the Plan are included only for
convenience and shall not affect the meaning or interpretation of the Plan. Except as otherwise
expressly provided, references herein to Sections shall mean such Sections of the Plan.
The word “including” as used in the Plan shall not be construed so as to exclude any other
thing not referred to or described.





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