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Exhibit 10.73  


 
 

IDEC PHARMACEUTICALS CORPORATION
  2003 OMNIBUS EQUITY PLAN    
    


	1.
	Purpose; Establishment.



        The
IDEC Pharmaceuticals Corporation 2003 Omnibus Equity Plan (the "Plan") is intended to encourage ownership of shares of IDEC Pharmaceuticals Corporation Common Stock by selected
Employees of the Company and its Affiliates and to provide an additional incentive to those Employees to promote the success of the Company and its Affiliates. The Plan has been adopted and approved
by the Board of Directors, conditioned upon the Closing and subject to the approval of the stockholders of the Company, and shall become effective as of the Effective Date. 


	2.
	Definitions.



        As
used in the Plan, the following definitions apply to the terms indicated below: 



	(a)
	"Affiliate"
shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act.



	(b)
	"Agreement"
shall mean either the written agreement between the Company and a Participant or a written notice from the Company to a Participant evidencing an Award.



	(c)
	"Award"
shall mean any Option, Restricted Stock, Phantom Stock, Stock Bonus, Stock Appreciation Right or Other Award granted pursuant to the terms of the Plan.



	(d)
	"Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any
securities with respect to which such Person has properly filed an effective Schedule 13G.



	(e)
	"Board
of Directors" shall mean the Board of Directors of the Company.



	(f)
	"Closing"
shall mean the closing of the Merger.



	(g)
	"Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.



	(h)
	"Committee"
shall mean, at the discretion of the Board of Directors, the full Board of Directors or a committee of the Board of Directors, which shall consist of two or more persons,
each of whom, unless otherwise determined by the Board of Directors, is an "outside director" within the meaning of Section 162(m) of the Code and a "nonemployee director" within the meaning of
Rule 16b-3.



	(i)
	"Company"
shall mean IDEC Pharmaceuticals Corporation, a Delaware corporation.



	(j)
	"Common
Stock" shall mean the common stock of the Company, par value $0.0005 per share.



	(k)
	A
"Corporate Change in Control" shall be deemed to have occurred upon the first of the following events:



	(i)
	any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its subsidiaries) representing 50% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction which is a merger or consolidation; 






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	(ii)
	the
election to the Board of Directors, without the recommendation or approval of a majority of the incumbent Board of Directors (as of the effective date of the Merger, but giving
effect to the consummation of the Merger), of directors constituting a majority of the number of directors of the Company then in office, provided, however, that directors whose election or
appointment following the Effective Date is approved by a majority of the members of the incumbent Board of Directors shall be deemed to be members of the incumbent Board of Directors for purposes
hereof, provided further that directors whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company will not
be considered as members of the incumbent Board of Directors for purposes of this paragraph (ii); or



	(iii)
	the
occurrence of any other event which the incumbent Board of Directors in its sole discretion determines should be considered a Corporate Change in Control.



	(iv)
	The
consummation of the Merger shall not be considered or deemed to be a Corporate Change in Control for the purposes of the Plan.






	(l)
	A
"Corporate Transaction" shall be deemed to have occurred upon the first of the following:



	(i)
	there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other company, other than (A) 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 or parent entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after
such merger or consolidation (unless following such merger or consolidation the voting securities of the Company outstanding immediately prior thereto represent less than 60% of the combined voting
power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation and the transaction results in those persons who are members
of the incumbent Board of Directors immediately prior to such merger or consolidation constituting less than 50% of the membership of the Board of Directors or the board of directors of such surviving
or parent entity immediately after, or subsequently at any time as contemplated by such merger or consolidation (in which case the transaction shall be a Corporate Transaction)) or (B) a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 30% or more of the combined voting power
of the Company's then outstanding securities; or



	(ii)
	the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined
voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.



	(iii)
	The
consummation of the Merger shall not be considered or deemed to be a Corporate Transaction for the purposes of the Plan.






	(m)
	"Covered
Employee" shall have the meaning set forth in Section 162(m) of the Code. 



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	(n)
	"Designated
Employee" shall mean an Employee designated by the Committee, in its sole discretion, as a "Designated Employee" for purposes of the Plan at any time prior to the
effective date of a Corporate Transaction.



	(o)
	"Effective
Date" shall mean the date that the Merger is consummated.



	(p)
	"Employee"
shall mean a person employed by the Company or an Affiliate as a common law employee (determined under the regular personnel policies, practices and classifications of the
Company or the Affiliate, as applicable). A person is not considered an Employee for purposes of the Plan if the person is classified as a consultant or contractor under the Company or an Affiliate's
regular personnel classifications and practices, or if the person is a party to an agreement to provide services to the Company or an Affiliate without participating in the Plan, notwithstanding that
such person may be treated as a common law employee for payroll tax, coverage requirements under Section 410(b) of the Code, nondiscrimination requirements under Section 401(a)(4) of the
Code or other legal purposes.



	(q)
	"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.



	(r)
	"Fair
Market Value" of the Common Stock shall be calculated as follows: (i) if the Common Stock is listed on a national securities exchange or traded on the NASDAQ National
Market or the NASDAQ SmallCap Market and sale prices are regularly reported for the Common Stock, then the Fair Market Value shall be the closing selling price for the Common Stock reported on the
applicable composite tape or other comparable reporting system on the applicable date, or if the applicable date is not a trading day, on the most recent trading day immediately prior to the
applicable date; or (ii) if closing selling prices are not regularly reported for the Common Stock as described in clause (i) above but bid and asked prices for the Common Stock are
regularly reported, then the Fair Market Value shall be the arithmetic mean between the closing or last bid and asked prices for the Common Stock on the applicable date or, if the applicable date is
not a trading day, on the most recent trading day immediately prior to the applicable date; or (iii) if prices are not regularly reported for the Common Stock as described in clause (i)
or (ii) above, then the Fair Market Value shall be such value as the Committee in good faith determines.



	(s)
	"Incentive
Stock Option" shall mean an Option that is an "incentive stock option" within the meaning of Section 422 of the Code, or any successor provision, and that is
designated by the Committee as an incentive stock option.



	(t)
	"Merger"
shall mean the merger of Bridges Merger Corporation, a wholly owned subsidiary of the Company, with and into Biogen Inc., with Biogen Inc. continuing as the
surviving corporation, pursuant to the Agreement and Plan of Merger dated as of June 20, 2003.



	(u)
	"Nonqualified
Stock Option" shall mean an Option other than an Incentive Stock Option.



	(v)
	"Option"
shall mean an option to purchase shares of Common Stock granted pursuant to Section 7.



	(w)
	"Other
Award" shall mean an award granted pursuant to Section 11.



	(x)
	"Participant"
shall mean an Employee to whom an Award is granted pursuant to the Plan.



	(y)
	"Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include
(i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation 



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or
other business entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 



	(z)
	"Phantom
Stock" shall mean the right, granted pursuant to Section 9, to receive in cash, shares or other property an amount, the value of which is related to the Fair Market
Value of a share of Common Stock. 




        (aa)
"Restricted Stock" shall mean a share of Common Stock which is granted pursuant to the terms of Section 8 or Section 7(d) and which is subject to restrictions as set
forth in Section 8(d). 


        (bb)
"Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange Act, as amended from time to time. 


        (cc)
"Stock Appreciation Right" shall mean the right to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock (as determined on the date of exercise),
over (i) if the Stock Appreciation Right is not related to an Option, the purchase price of a share of Common Stock on the date the Stock Appreciation Right was granted, or (ii) if the
Stock Appreciation Right is related to an Option, the purchase price of a share of Common Stock specified in the related Option, and pursuant to such further terms and conditions as are provided under
Section 11. 


        (dd)
"Stock Bonus" shall mean a bonus payable in shares of Common Stock granted pursuant to Section 10. 


        (ee)
"Vesting Date" shall mean the date established by the Committee on which an Award shall vest. 


	3.
	Stock Subject to the Plan.



	(a)
	Shares Available for Awards. The maximum number of shares of Common Stock reserved for issuance under the Plan shall be 17,400,000
shares (subject to adjustment as provided herein). Such shares may be authorized but unissued Common Stock or authorized and issued Common Stock held in the Company's treasury. The Committee may
direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to the Plan.



	(b)
	Individual Limitation. The total number of shares of Common Stock subject to Awards (including Awards which may be payable in cash but
denominated as shares of Common Stock), awarded to any Participant shall not exceed 1,500,000 shares in any tax year of the Company (subject to adjustment as provided herein).



	(c)
	Limitation for Non-Option Awards. The maximum number of shares of Common Stock subject
to Awards other than Options under the Plan shall be 3,100,000.



	(d)
	Adjustment for Change in Capitalization. In the event that any dividend or other distribution is declared (whether in the form of cash,
Common Stock, or other property), or there occurs any recapitalization, reclassification, stock split, reverse stock split, reorganization, merger (other than the Merger), consolidation,
spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, then, unless otherwise determined by the Committee in its sole and absolute
discretion, (1) the number and kind of shares of stock which may thereafter be issued in connection with Awards, (2) the number and kind of shares of stock or other property issued or
issuable in respect of outstanding Awards, (3) the exercise price, grant price or purchase price relating to any outstanding Award, and (4) the maximum number of shares subject to Awards
which may be awarded to any Participant during any tax year of the Company shall be equitably adjusted as necessary to prevent the dilution or enlargement of the rights of Participants; provided that,
with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code. 





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	(e)
	Adjustment for Change or Exchange of Shares for Other Consideration. In the event the outstanding shares of Common Stock shall be
changed into or exchanged for any other class or series of capital stock or cash, securities or other property pursuant to a recapitalization, reclassification, reorganization, merger (other than the
Merger), consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event ("Transaction"), then, unless otherwise determined by the
Committee in its sole and absolute discretion, (1) each outstanding Option shall thereafter become exercisable for the number and/or kind of capital stock, and/or the amount of cash, securities
or other property so distributed, into which the shares of Common Stock subject to the Option would have been changed or exchanged had the Option been exercised in full prior to such Transaction,
provided that, if necessary, the provisions of the Option shall be appropriately adjusted so as to be applicable to any shares of capital stock, cash, securities or other property thereafter issuable
or deliverable upon exercise of the Option, and (2) each outstanding Award that is not an Option and that is not automatically changed in connection with the Transaction shall represent the
number and/or kind of capital stock, and/or the amount of cash, securities or other property so distributed, into which the shares of Common Stock covered by the outstanding Award would have been
changed or exchanged had they been held by a stockholder of the Company.



	(f)
	Reuse of Shares. The following shares of Common Stock shall again become available for Awards: (1) any shares subject to an
Award that remain unissued upon the cancellation, surrender, exchange or termination of such award for any reason whatsoever; (2) any shares of Restricted Stock forfeited and (3) any
previously owned or withheld shares of Common Stock obtained by the Participant pursuant to an Award and received by the Company in exchange for Option shares upon a Participant's exercise of an
Option, as permitted under Section 7(c)(ii).






	4.
	Administration of the Plan.





        The
Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan,
to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number
of shares of Common Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in any applicable performance goals in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles; to construe and interpret the Plan and any Award;
to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Agreements; and to make all other determinations deemed necessary or advisable for
the administration of the Plan. 


        The
Committee may, in its sole and absolute discretion, without amendment to the Plan, waive or amend the operation of Plan provisions respecting exercise after termination of employment
or service to the Company or an Affiliate and, except as otherwise provided herein, adjust any of the terms of any Award. The Committee may also (a) accelerate the date on which any Award
granted under the Plan becomes exercisable or (b) accelerate the Vesting Date or waive or adjust any condition imposed hereunder with respect to the vesting or exercisability of an Award,
provided that the Committee determines that such acceleration, waiver or other adjustment is necessary or desirable in light of extraordinary circumstances. Notwithstanding anything in the Plan to the
contrary, no Award 


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outstanding
under the Plan may be repriced, regranted through cancellation or otherwise amended to reduce the exercise price applicable thereto (other than with respect to adjustments made in
connection with a Corporate Transaction or other change in the Company's capitalization) without the approval of the Company's stockholders. 


	5.
	Eligibility.




        The
persons who shall be eligible to receive Awards pursuant to the Plan shall be such Employees (including officers of the Company, whether or not they are members of the Board of
Directors) as the Committee shall select from time to time. 


	6.
	Awards Under the Plan; Agreement.



        The
Committee may grant Options, shares of Restricted Stock, shares of Phantom Stock, Stock Bonuses, Stock Appreciation Rights and Other Awards in such amounts and with such terms and
conditions as the Committee shall determine, subject to the provisions of the Plan. Each Award granted under the Plan shall be evidenced by an Agreement which shall contain such provisions as the
Committee may in its sole discretion deem necessary or desirable which are not in conflict with the terms of the Plan. By accepting an Award, a Participant thereby agrees that the Award shall be
subject to all of the terms and provisions of the Plan and the applicable Agreement. 


	7.
	Options.



	(a)
	Identification of Options. Each Option shall be clearly identified in the applicable Agreement as either an Incentive Stock Option or a
Nonqualified Stock Option. Each Option shall state the number of shares of the Common Stock to which it pertains.



	(b)
	Exercise Price. Each Agreement with respect to an Option shall set forth the amount (the "option exercise price") payable by the
grantee to the Company upon exercise of the Option. Subject to Section 7(e) (if applicable), the option exercise price per share shall be determined by the Committee at the time of grant;
provided, however, that in no event shall the option exercise price per share be less than the Fair Market Value of the Common Stock on the date of grant. Unless otherwise determined by the Committee,
the per share option exercise price shall equal the Fair Market Value of the Common Stock on the date of grant.



	(c)
	Term and Exercise of Options.



	(i)
	Each
Option shall become exercisable at the time or times determined by the Committee or upon the achievement of the performance objectives determined by the Committee, in each case
as set forth in the applicable Agreement. Subject to Section 7(e) (if applicable), the expiration date of each Option shall be ten (10) years from the date of the grant thereof, or at
such earlier or later time as the Committee shall expressly state in the applicable Agreement.



	(ii)
	An
Option shall be exercised by delivering notice as specified in the Agreement on the form of notice provided by the Company. The option exercise price shall be payable upon the
exercise of the Option. It shall be payable (A) in United States dollars in cash or by check, (B) if permitted by the Committee, in shares of the Common Stock held by the Participant (or
a permitted transferee of such person) for at least six months having a Fair Market Value as of the date of exercise equal to the option exercise price of the Option, (C) at the discretion of
the Committee, in accordance with a cashless exercise program established with a securities brokerage firm, or (D) at the discretion of the Committee, by any combination of (A), (B), and
(C) above.



	(iii)
	Certificates
for shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of or for the account of the Participant or other person entitled to 








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receive
such shares, and delivered to the Participant or such other person as soon as practicable following the effective date on which the Option is exercised. 




	(d)
	Repurchase Rights. Upon the exercise of an Option, and to the extent the applicable Agreement so provides, unvested shares of
Restricted Stock may be issued under the Plan which are subject to Sections 8(b), (d), (e), (f) and (g) of the Plan and to repurchase by the Company in accordance with the following
provisions:



	(i)
	Upon
a Participant's termination of employment with the Company or an Affiliate while holding unvested shares of Restricted Stock issued upon the exercise of an Option, the Company
shall have the right to repurchase any or all of those unvested shares at the option exercise price paid per share. The terms and conditions 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 Committee and set forth in the applicable Agreement.



	(ii)
	The
Board of Directors, in its discretion, may determine at the time that the unvested shares of Restricted Stock are issued or at any time thereafter that any or all of the
Company's outstanding repurchase rights shall terminate, and that any or all shares subject to such terminated rights shall become vested in full, upon the occurrence of any Corporate Change in
Control.



	(iii)
	The
Committee shall have the discretionary authority, exercisable either before or after the Participant's termination of employment, to cancel the Company's outstanding repurchase
rights with respect to any or all unvested shares of Restricted Stock purchased or purchasable by the Participant under the Plan and thereby accelerate the vesting of those shares in whole or in part
at any time.






	(e)
	Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value of shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company or an Affiliate shall exceed
$100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted.



	(f)
	No
Incentive Stock Option may be granted to a person if, at the time of the proposed grant, such person owns (or is deemed to own under the Code) stock possessing more than ten
percent of the total combined voting power of all classes of stock of the Company unless (A) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of a
share of Common Stock at the time such Incentive Stock Option is granted and (B) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive
Stock Option is granted.






	8.
	Restricted Stock.



	(a)
	Price. At the time of the grant of shares of Restricted Stock, the Committee shall determine the price, if any, to be paid by the
Participant for each share of Restricted Stock subject to the Award.



	(b)
	Vesting Date. At the time of the grant of shares of Restricted Stock, the Committee shall establish a Vesting Date or Vesting Dates
with respect to such shares. Except as otherwise provided herein (including the provisions of Section 12, 13 and 14 hereof), and except for shares of Restricted Stock issued upon the exercise
of Options pursuant to Section 7(d), no shares of Restricted Stock shall have a Vesting Date that is earlier than the third anniversary of the date of grant of such Award. The Committee may
divide such shares into classes and 





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assign
a different Vesting Date for each class. Provided that all conditions to the vesting of a share of Restricted Stock imposed pursuant to Section 8(c) are satisfied, and except as provided
in Section 8(h), upon the occurrence of the Vesting Date with respect to a share of Restricted Stock, such share shall vest and the restrictions of Section 8(d) shall lapse. 



	(c)
	Conditions to Vesting. At the time of the grant of shares of Restricted Stock, the Committee may impose such restrictions or conditions
to the vesting of such shares as it, in its absolute discretion, deems appropriate.



	(d)
	Restrictions on Transfer Prior to Vesting. Prior to the vesting of a share of Restricted Stock, no transfer of a Participant's rights
with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such share, and all of the
rights related thereto, shall be forfeited by the Participant.



	(e)
	Dividends on Restricted Stock. The Committee in its discretion may require that any dividends paid on shares of Restricted Stock be
held in escrow until all restrictions or conditions to the vesting of such shares have lapsed.



	(f)
	Issuance of Certificates. (1) Following the date of grant with respect to shares of Restricted Stock, the Company shall cause to
be issued a stock certificate, registered in the name of or for the account of the Participant to whom such shares were granted, evidencing such shares. Each such stock certificate shall bear the
following legend: 






The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture provisions and
restrictions against transfer) contained in or imposed pursuant to the IDEC Pharmaceuticals Corporation 2003 Omnibus Equity Plan.


Such
legend shall not be removed until such shares vest pursuant to the terms hereof. 




Each
certificate issued pursuant to this Section 8(f), together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be held by the Company
unless the Committee determines otherwise. 



	(g)
	Consequences of Vesting. Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions of
Section 8(d) shall lapse with respect to such share. Following the date on which a share of Restricted Stock vests, the Company shall cause to be delivered to the Participant to whom such
shares were granted (or a permitted transferee of such person), a certificate evidencing such share, free of the legend set forth in Section 8(f).



	(h)
	Effect of Termination of Employment. Except as set forth in Section 12(c), (d) or (e) or as the Committee in its
sole and absolute discretion may otherwise provide in the applicable Agreement, and subject to the Committee's authority under Section 4, upon the termination of a Participant's employment for
any reason other than For Cause, any and all shares to which restrictions on transferability apply shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company
together with any dividends paid on such shares; provided that if the Committee, in its sole and absolute discretion, shall within thirty (30) days after such termination of employment notify
the Participant in writing of its decision not to terminate the Participant's rights in such shares, then the Participant shall continue to be the owner of such shares subject to such continuing
restrictions as the Committee may prescribe in such notice. In the event of a forfeiture of shares pursuant to this section, the Company shall repay to the Participant any amount paid by the
Participant for such shares. In the event that the Company requires a return of shares, it shall also have the right to require 



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the
return of all dividends paid on such shares, whether by termination of any escrow arrangement under which such dividends are held or otherwise. 



	(i)
	In
the event of the termination of a Participant's employment For Cause, any and all shares to which restrictions on transferability apply shall be immediately forfeited by the
Participant and transferred to, and reacquired by, the Company, together with any dividends paid on such shares, in return for which the Company shall repay to the Participant any amount paid by the
Participant for such shares.



	(j)
	Special Provisions Regarding Awards. Notwithstanding anything to the contrary contained herein, Restricted Stock granted pursuant to
this Section 8 to Covered Employees may be based on the attainment of performance goals pre-established by the Committee. To the extent permitted under Section 162(m) of the
Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may designate additional business criteria on which the performance goals may be based or
adjust, modify or amend the aforementioned business criteria. Such shares of Restricted Stock shall be released from restrictions only after the attainment of such performance measures has been
certified by the Committee.






	9.
	Phantom Stock.



	(a)
	General. Units of Phantom Stock may be granted by the Committee in its discretion, provided that any such Award shall be granted only
in lieu of salary or cash bonuses payable to the Participant and shall (except as otherwise provided in Section 12, 13 or 14 hereof) have a Vesting Date not earlier than the first anniversary
of the date of grant of the Award.



	(b)
	Vesting Date. At the time of the grant of units of Phantom Stock, the Committee shall establish a Vesting Date or Vesting Dates with
respect to such units (subject to the provisions of Section 9(a) hereof). The Committee may divide such units into classes and assign a different Vesting Date for each class. Provided that all
conditions to the vesting of a unit of Phantom Stock imposed pursuant to Section 9(d) are satisfied, and except as provided in Section 9(e), upon the occurrence of the Vesting Date with
respect to a unit of Phantom Stock, such unit shall vest.



	(c)
	Benefit Upon Vesting. Upon the vesting of a unit of Phantom Stock, the Participant (or a permitted transferee of such person) shall be
paid, within 30 days of the date on which such unit vests, an amount, in cash and/or shares of Common Stock, as determined by the Committee, equal to the sum of (1) the Fair Market Value
of a share of Common Stock on the date on which such unit of Phantom Stock vests and (2) the aggregate amount of cash dividends paid with respect to a share of Common Stock during the period
commencing on the date on which the unit of Phantom Stock was granted and terminating on the date on which such unit vests.



	(d)
	Conditions to Vesting. At the time of the grant of units of Phantom Stock, the Committee may impose such restrictions or conditions to
the vesting of such units as it, in its absolute discretion, deems appropriate, to be contained in the Agreement.



	(e)
	Effect of Termination of Employment. Except as set forth in Section 12(c), (d) or (e) or as the Committee in its
sole and absolute discretion may otherwise provide in the applicable Agreement, and subject to the Committee's authority pursuant to Section 4, units of Phantom Stock that have not vested,
together with any dividends credited on such units, shall be forfeited upon the Participant's termination of employment for any reason.



	(f)
	Special Provisions Regarding Awards. Notwithstanding anything to the contrary contained herein, the vesting of Phantom Stock granted
pursuant to this Section 9 to Covered 





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Employees
may be based on the attainment of performance criteria as described in Section 8(j), in each case, to the extent applicable, as determined in accordance with generally accepted
accounting principles. No payment in respect of any such Phantom Stock award shall be paid to a Covered Employee (or a permitted transferee of such person) until the attainment of such performance
measures have been certified by the Committee. 




	10.
	Stock Bonuses.



        Stock
Bonus Awards may be granted by the Committee in its discretion, provided that any such Award shall be granted only in lieu of salary or cash bonuses payable to the Participant and
shall (except as otherwise provided in Section 12, 13 or 14 hereof) have a Vesting Date not earlier than the first anniversary of the date of grant of the Award. In the event that the Committee
grants a Stock Bonus, a certificate for the shares of Common Stock constituting such Stock Bonus shall be issued in the name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is payable. 


	11.
	Other Awards; Stock Appreciation Rights.



	(a)
	Other
forms of Awards (including any Stock Appreciation Rights, hereinafter "Other Awards") valued in whole or in part by reference to, or otherwise based on, Common Stock may be
granted either alone or in addition to other Awards under the Plan. Other Awards may be granted by the Committee in its discretion, provided that any such Other Award shall be granted only in lieu of
salary or cash bonuses payable to the Participant and shall (except as otherwise provided in Section 12, 13 or 14 hereof or with respect to Stock Appreciation Rights granted in connection with
an Option) have a Vesting Date not earlier than the first anniversary of the date of grant of the Award. Subject to the provisions of the Plan (including those set forth in the preceding sentence),
the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Awards shall be granted, the number of shares of Common Stock to be
granted pursuant to such Other Awards and all other conditions of such Other Awards.



	(b)
	A
Stock Appreciation Right may be granted in connection with an Option, either at the time of grant of the Option or at any time thereafter during the term of the Option, or may be
granted unrelated to an Option.



	(c)
	A
Stock Appreciation Right related to an Option shall require the holder, upon exercise, to surrender such Option with respect to the number of shares as to which such Stock
Appreciation Right is exercised, in order to receive payment of any amount computed pursuant to Section 11(f). Such Option will, to the extent surrendered, then cease to be exercisable.



	(d)
	In
the case of Stock Appreciation Rights granted in relation to Options, if the Appreciation Right covers as many shares as the related Option, the exercise of a related Option shall
cause the number of shares covered by the Stock Appreciation Right to be reduced by the number of shares with respect to which the related Option is exercised. If the Stock Appreciation Right covers
fewer shares than the related Option, when a portion of the related Option is exercised, the number of shares subject to the unexercised Stock Appreciation Right shall be reduced only to the extent
necessary so that the number of remaining shares subject to the Stock Appreciation Right is not more than the remaining shares subject to the Option.



	(e)
	Subject
to Section 11(k) and to such rules and restrictions as the Committee may impose, a Stock Appreciation Right granted in connection with an Option will be exercisable at
such time or times, and only to the extent that a related Option is exercisable, and will not be transferable except to the extent that such related Option may be transferable. 





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	(f)
	Upon
the exercise of a Stock Appreciation Right related to an Option, the holder will be entitled to receive payment of an amount determined by multiplying:



	(i)
	The
difference obtained by subtracting the option exercise price per share specified in the related Option from the Fair Market Value of a share of Common Stock on the date of
exercise of such Stock Appreciation Right, by



	(ii)
	The
number of shares as to which such Stock Appreciation Rights will have been exercised.






	(g)
	A
Stock Appreciation Right granted without relationship to an Option will be exercisable as determined by the Committee but in no event after ten years from the date of grant.



	(h)
	A
Stock Appreciation Right granted without relationship to an Option will entitle the holder, upon exercise of the Stock Appreciation Right, to receive payment of an amount determined
by multiplying:



	(i)
	The
difference obtained by subtracting the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Right is granted from the Fair Market Value of a share of
Common Stock on the date of exercise of such Stock Appreciation Right, by



	(ii)
	The
number of shares as to which such Stock Appreciation Rights will have been exercised.






	(i)
	Notwithstanding
Sections 11(f) and 11(h) above, the Committee may place a limitation on the amount payable upon exercise of a Stock Appreciation Right. Any such limitation must be
determined as of the date of grant and noted in the applicable Agreements.



	(j)
	Payment
of the amount determined under Sections 11(f) and 11(h) above may be made solely in whole shares of Common Stock valued at their Fair Market Value on the date of exercise of
the Stock Appreciation Right or alternatively, in the sole discretion of the Committee, solely in cash or a combination of cash and shares of Common Stock. If the Committee decides that full payment
will be made in shares of Common Stock, and the amount payable results in a fractional share, payment for the fractional share will be made in cash.



	(k)
	The
Committee may impose such additional conditions or limitations on the exercise of a Stock Appreciation Right as it may deem necessary or desirable to secure for holders of Stock
Appreciation Rights the benefits of Rule 16b-3, or any successor provision in effect at the time of grant or exercise of a Stock Appreciation Right or as it may otherwise deem
advisable.






	12.
	Termination of Employment.



	(a)
	A
Participant who ceases (for any reason other than death, total and permanent disability, Retirement or termination of employment For Cause) to be an Employee of the Company or of an
Affiliate may exercise any Option, Stock Appreciation Right or Other Award to the extent that such Award has vested on the date of such cessation. Except as set forth in the next sentence or as
otherwise set forth in the Plan, such Option, Stock Appreciation Right or Other Award shall be exercisable only within three (3) months after such date of cessation, or, if earlier, within the
originally prescribed term of the Award, unless the Committee shall set forth a different period in the applicable Agreement. For purposes of the Plan, employment shall not be deemed terminated by
reason of a transfer to another employer which is the Company or an Affiliate. If any Option, Stock Appreciation Right or Other Award is not exercised following the Participant's termination within
the time specified, the Award shall terminate and the shares covered by such Option, Stock Appreciation Right or Other Award shall revert to the Plan. 





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	(b)
	A
Participant whose employment with the Company or an Affiliate is terminated For Cause shall forthwith immediately upon notice of such termination cease to have any right to exercise
any Option, Stock Appreciation Right or Other Award, and the Option, Stock Appreciation Right or Other Award shall terminate and the shares covered by such Option, Stock Appreciation Right or Other
Award shall revert to the Plan. For purposes of the Plan, termination "For Cause" shall be deemed to include (and is not limited to) dishonesty with respect to the Company or any Affiliate,
insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by a Participant of any provision of any employment,
nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and conduct substantially prejudicial to the business of the Company or an
Affiliate. The determination of the Committee as to the existence of circumstances warranting a termination For Cause shall be conclusive. Any definition in an agreement between a Participant and the
Company or an Affiliate, which contains a conflicting definition of For Cause and which is in effect at the time of such termination, shall supersede the definition in the Plan with respect to the
Participant.



	(c)
	If
a Participant ceases to be an Employee of the Company or of an Affiliate by reason of total and permanent disability, as determined by the Committee in accordance with the
provisions of this Section 12(c), any Award held by such person (or a permitted transferee of such person) on the date of disability shall be fully exercisable as of the date of such cessation.
A disabled Participant (or a permitted transferee of such person) may exercise such Award only within a period of one (1) year after the date of such cessation or within such different period
as may be determined by the Committee and set forth in the applicable Agreement, or, if earlier, within the originally prescribed term of the Award. If any Award is not exercised following the
Participant's total and permanent disability within the time specified, the Award shall terminate and the shares covered by such Award shall revert to the Plan. For purposes of the Plan, a Participant
shall be deemed to have a total and permanent disability if such Participant is entitled to receive benefits under the applicable long-term disability program of the Company or an
Affiliate of the Company, or, if no such program is in effect with respect to such Participant, if the Participant has become totally and permanently disabled within the meaning of
Section 22(e)(3) of the Code.



	(d)
	If
a Participant dies while the Participant is an Employee of the Company or of an Affiliate, any Award held by such person (or a permitted transferee of such person) at the date of
death shall be fully exercisable as of the date of the Participant's death. A deceased Participant's legal representatives or one who acquires the Award by will or by the laws of descent and
distribution (or a permitted transferee of such person) may exercise such Award only within a period of one (1) year after the date of death or within such different period as may be determined
by the Committee and set forth in the applicable Agreement, or, if earlier, within the originally prescribed term of the award. If any Award is not exercised following the Participant's death within
the time specified, the Award shall terminate and the shares covered by such Award shall revert to the Plan.



	(e)
	Unless
otherwise set forth in the applicable Agreement, immediately upon a Participant's Retirement, such person's then unvested Awards, including those held by a permitted transferee
of such person, shall automatically accelerate and become fully vested for fifty percent (50%) of the number of shares covered by such unvested Awards and for an additional ten percent (10%) of the
number of shares covered by such unvested Awards for every year of employment by the Company or any of its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Award.
Upon Retirement, a retired Participant (or permitted transferee of such person) may exercise any then outstanding Awards to the extent 



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vested
only within a period of three (3) years after the date of Retirement or within such different period as may be determined by the Committee and set forth in the applicable Agreement or,
if earlier, within the originally prescribed term of the Award. If any Award is not exercised following the Participant's Retirement within the time specified, the Award shall terminate and the shares
covered by such Award shall revert to the Plan. For purposes of the Plan, the term "Retirement" as to any Employee of the Company or any of its Affiliates shall mean such person's leaving the
employment of the Company and its Affiliates after reaching age 55 with ten (10) years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or
pursuant to any termination for insufficient performance, as determined by the Company. 



	(f)
	Leave of Absence. A Participant to whom an Award has been granted under the Plan who is absent from work with the Company or with an
Affiliate because of temporary disability, or who is on a permitted leave of absence for any purpose, shall not, during the period of any such absence, be deemed by virtue of such absence alone, to
have terminated his employment with the Company or with an Affiliate except as the Committee may otherwise expressly provide in the applicable Agreement.






	13.
	Effect of Corporate Transaction.



	(a)
	Options. In the event of a Corporate Transaction, the Committee shall, prior to the effective date of the Corporate Transaction, as to
each outstanding Option under the Plan either (i) make appropriate provisions for the Options to be assumed by the successor corporation or its parent or be replaced with a comparable options
to purchase shares of the capital stock of the successor corporation or its parent; or (ii) upon written notice to the Participants provide that all Options must be exercised and the Plan will
terminate (all Options having been made fully exercisable as set forth below in this Section 13; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the
then aggregate Fair Market Value of the shares subject to such Options (all Options having been made fully exercisable as set forth below in this Section 13) over the aggregate option exercise
price thereof. Each outstanding Option under the Plan which is assumed in connection with a Corporate Transaction or is otherwise to continue in effect shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issued, in consummation of such Corporate Transaction, to an actual holder of the
same number of shares of the Common Stock as are subject to such Option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the option exercise price payable
per share, provided the aggregate option exercise price payable for such securities shall remain the same.



	(b)
	Other Awards. In the event of a Corporate Transaction, the Committee shall, prior to the effective date of the Corporate Transaction,
as to each outstanding Award (other than an Option) under the Plan either (i) make appropriate provisions for the Awards to be assumed by the successor corporation or its parent or be replaced
with a comparable award with respect to the successor corporation or its parent; (ii) provide that such Awards shall be fully vested and exercisable, as applicable, prior to such Corporate
Transaction and, to the extent that such Awards (other than awards of Restricted Stock) are not exercised prior to such Corporate Transaction, shall terminate upon the consummation of the Corporate
Transaction; or (iii) terminate all such Awards in exchange for a cash payment equal to the then aggregate Fair Market Value of the shares of Common Stock and cash payments subject to such
Award (all Awards having been made fully exercisable as set forth below in this Section 13), less any applicable exercise price. 





13





 



	(c)
	Involuntary Employment Action. If at any time within two (2) years of the effective date of a Corporate Transaction there is an
Involuntary Employment Action with respect to any Designated Employee, each then outstanding Award assumed or replaced under this Section 13 and held by such Designated Employee (or a permitted
transferee of such person) shall, upon the occurrence of such Involuntary Employment Action, automatically accelerate so that each such Award shall immediately become fully vested or exercisable, as
applicable. Upon the occurrence of an Involuntary Employment Action with respect to a Designated Employee, any outstanding Options or Stock Appreciation Right held by such Designated Employee (and a
permitted transferee of such person) shall be exercisable within one (1) year of the Involuntary Employment Action or, if earlier, within the originally prescribed term of the Option or Stock
Appreciation Right. An "Involuntary Employment Action" as to a Designated Employee shall mean the involuntary termination of the Designated Employee's employment with the Company or an Affiliate other
than For Cause, or the termination by the Designated Employee of his employment with the Company and its Affiliates upon the occurrence, without the Participant's express written consent, of any of
the following circumstances unless such circumstances are corrected (provided such circumstances are capable of correction): (i) any adverse and material alteration and diminution in the
Participant's position, title or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Corporate Transaction or as the same may be
increased from time to time thereafter, (ii) a reduction of the Participant's annual base salary or targeted bonus opportunity, in each case as in effect on the date prior to the Corporate
Transaction or as the same may be increased from time to time thereafter, or (iii) relocation of the offices at which the Participant is employed which increases the Participant's daily commute
by more than 100 miles on a round trip basis.



	(d)
	Determination of Comparability. The determination of comparability under this Section 13 shall be made by the Committee and its
determination shall be final, binding and conclusive.



	(e)
	Other Adjustments. The class and number of securities available for issuance under the Plan on both an aggregate and per participant
basis shall be appropriately adjusted by the Committee to reflect the effect of the Corporate Transaction upon the Company's capital structure.



	(f)
	Termination of the Plan. In the event the Company terminates the Plan or elects to cash out Options or Stock Appreciation Rights in
accordance with clauses (ii) and (iii) of paragraph (a) or (b) of this Section 13, then the exercisability of each affected Award outstanding under the Plan shall be
automatically accelerated so that each such Award shall immediately prior to such Corporate Transaction, become fully vested and may be exercised prior to such Corporate Transaction for all or any
portion of such Award. The Committee shall, in its discretion, determine the timing and mechanics required to implement the foregoing sentence.






	14.
	Acceleration Upon Corporate Change in Control.





        In
the event of a Corporate Change in Control the exercisability or vesting of each Award outstanding under the Plan shall be automatically accelerated so that each such Award shall
immediately prior to such Corporate Change in Control, become fully vested or exercisable for the full number of shares of the Common Stock purchasable or cash payable under an Award to the extent not
previously exercised and may be exercised for all or any portion of such shares or cash within the originally prescribed term of such Award. The Committee shall, in its discretion, determine the
timing and mechanics required to implement the foregoing sentence. However, an outstanding Award under the Plan shall not be accelerated under this Section 14 if and to the extent one or more
limitations imposed by the Committee at the time of grant preclude such acceleration upon a Corporate Change in Control. 


14





 
	15.
	Rights as a Stockholder.



        No
person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Award until the date of issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 3(c), no adjustment to any Award shall be made for dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued. 


	16.
	No Employment Rights; No Right to Award.



        Nothing
contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation of employment by the Company or an Affiliate or interfere in
any way with the right of the Company or an Affiliate, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease
the compensation of the Participant. No person shall have any claim or right to receive an Award hereunder. The Committee's granting of an Award to a Participant at any time shall neither require the
Committee to grant any other Award to such Participant or other person at any time or preclude the Committee from making subsequent grants to such Participant or any other person. 


	17.
	Securities Matters.



	(a)
	Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to
the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Committee, in its sole
discretion, deems necessary or desirable.



	(b)
	The
transfer of any shares of Common Stock hereunder shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares
is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may, in its
sole discretion, defer the effectiveness of any transfer of shares of Common Stock hereunder in order to allow the issuance of such shares to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant (or a permitted transferee of such person) in writing of its
decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the exercise of an Option, the Participant (or a permitted transferee of such person) may, by
written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.






	18.
	Withholding Taxes.



        Whenever
cash is to be paid pursuant to an Award, the Company or Affiliate by which the Participant is employed shall have the right to deduct therefrom an amount sufficient to satisfy
any federal, state and local withholding tax requirements related thereto. Whenever shares of Common Stock are to be delivered pursuant to an Award, the Company shall have the right to require the
Participant to remit to the Company or Affiliate by which the Participant is employed in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto.
With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Common Stock having a value equal to the
minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market 


15





 



Value
on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion
of the shares to be delivered pursuant to an Award. 


	19.
	Notification of Election Under Section 83(b) of the Code.



        If
any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such
Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service. 


	20.
	Notification Upon Disqualifying Disposition Under Section 421(b) of the Code.



        Each
Agreement with respect to an Incentive Stock Option shall require the Participant to notify the Company of any disposition of shares of Common Stock issued pursuant to the exercise
of such Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), within 10 days of such disposition. 


	21.
	Amendment or Termination of the Plan.




        No
amendment to the Plan which (i) increases the number of shares of Common Stock issuable under the Plan (ii) materially changes the class of persons eligible to
participate in the Plan, (iii) would have the effect of materially increasing the benefits accruing under the Plan to Participants or (iv) materially alters the provisions of the second
paragraph of Section 4 shall be effective without approval by the stockholders of the Company. Except as set forth in the preceding sentence, the Board of Directors may, at any time, suspend or
terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that stockholder approval shall also be required for any such amendment if and to the extent the Board of
Directors determines that such approval is appropriate for purposes of satisfying Sections 162(m) or 422 of the Code or Rule 16b-3 or other applicable law or the requirements of any
securities exchange upon which the securities of the Company trade. Nothing herein shall restrict the Committee's ability to exercise its discretionary authority pursuant to Section 4, which
discretion may be exercised without amendment to the Plan. No action hereunder may, without the consent of a Participant, reduce the Participant's rights under any outstanding Award. 


	22.
	Transferability.





        Awards
granted under the Plan shall not be transferable by a participant other than (i) by will or by the laws of descent and distribution, or (ii) with respect to Awards
other than Incentive Stock Options, pursuant to a qualified domestic relations order, as defined by the Code or Title 1 of the Employee Retirement Income Security Act or the rules thereunder, or
(iii) as otherwise determined by the Committee. The designation of a beneficiary of an Award by a Participant shall not be deemed a transfer prohibited by this Section. Except as provided in
the preceding sentence, an Award shall be exercisable, during a Participant's lifetime, only by the Participant (or by his or her legal representative) and shall not be assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation, or
other disposition of any Award contrary to the provisions of this Section 22, or the levy of any attachment or similar process upon an Award, shall be null and void. Upon the death of a
Participant, outstanding Awards granted to such Participant may be exercised only by the executor or administrator of the Participant's estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution (or by a permitted transferee of such person). No transfer of an Award by will or the laws of descent and distribution, or as otherwise
permitted by this Section 22, shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or
such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Award that
are or would have been 


16





 

applicable
to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Award. 


	23.
	Dissolution or Liquidation of the Company.



        Upon
the dissolution or liquidation of the Company other than in connection with transactions to which Section 13 is applicable, all Awards granted hereunder shall terminate and
become null and void; provided, however, that if the rights hereunder of a Participant or one who acquired an Award by will or by the laws of descent and distribution, or as otherwise permitted by
Section 22, have not otherwise terminated and expired, the Participant or such person shall have the right immediately prior to such dissolution or liquidation to exercise any Award granted
hereunder to the extent that the right to exercise such Award has accrued as of the date immediately prior to such dissolution or liquidation. Awards of Restricted Stock that have not vested as of the
date of such dissolution or liquidation shall be forfeited as of the date of such dissolution or liquidation. 


	24.
	Effective Date and Term of Plan.





        The
Plan shall be subject to the requisite approval of the stockholders of the Company. In the absence of such approval, any Awards shall be null and void. Unless extended or earlier
terminated by the Board of Directors, the right to grant Awards under the Plan shall terminate on the tenth anniversary of the Effective Date. No extension of the Plan shall operate to permit the
grant of Incentive Stock options following the tenth anniversary of the Effective Date. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions of the
Plan. 


	25.
	Applicable Law.



        The
Plan shall be construed and enforced in accordance with the law of the State of Delaware, without reference to its principles of conflicts of law. 


	26.
	Participant Rights.



        No
Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment for Participants. 


	27.
	Unfunded Status of Awards.



        The
Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Agreement shall give any such Participant any rights that are greater than those of a general creditor of the Company. 


	28.
	No Fractional Shares.



        No
fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, other Awards, or other property shall be issued or
paid in
lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 


	29.
	Beneficiary.




        A
Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant's estate shall be deemed to be the Participant's beneficiary. 


	30.
	Interpretation.



        The
Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply. 


	31.
	Severability.



        If
any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable
provision had not been included in the Plan. 


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IDEC PHARMACEUTICALS CORPORATION 2003 OMNIBUS EQUITY PLAN