November 24, 2009 Exhibit 10.1 DOC





 Exhibit 10.1 


MAXIM INTEGRATED PRODUCTS, INC.

 1996 STOCK INCENTIVE PLAN

(As
Amended and Restated)


1. Purposes of
the Plan. The purposes of this 1996 Stock Incentive Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants of the
Company and its Subsidiaries and to promote the success of the Company's business. 

2. Definitions. As used herein, the following definitions shall apply: 
(a) "Administrator" means the Board or any of the Committees appointed to administer the
Plan. 

(b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act. 

(c) "Applicable Laws" means the legal requirements relating to the administration of stock
incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any
applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents
therein. 

(d) "Award" means, individually or collectively, a grant under the Plan of Options,
Restricted Stock and Restricted Stock Units. 

(e) "Award Agreement" means the written or electronic agreement setting forth the terms
and provisions applicable to each Award granted under the Plan, including an Option Agreement. The Award Agreement is subject to the
terms and conditions of the Plan. 

(f) "Board" means the Board of Directors of the Company. 

(g) "Change in Control" means a change in ownership or control of the Company effected
through either of the following transactions: 
(i) the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a
person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power
of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders accept, or 

(ii) a change in the composition of the Board over a
period of thirty-six (36) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by
reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors.




(h) "Code" means the Internal Revenue Code of 1986, as amended. 

(i) "Committee" means any committee appointed by the Board to administer the Plan.


(j) "Common Stock" means the Common Stock of the Company. 

(k) "Company" means Maxim Integrated Products, Inc., a Delaware corporation. 

(l) "Consultant" means any person who is a consultant, advisor, independent contractor,
vendor, customer or other person having a past, current or prospective business relationship with the Company or any Parent or
Subsidiary. 







(m) "Continuing
Directors" means members of the Board who either (i) have been Board members continuously
for a period of at least thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or
nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board. 

(n) "Continuous Status as an Employee, Director or Consultant" means that the
employment, director or consulting relationship with the Company, any Parent, or Subsidiary, is not interrupted or terminated. Continuous
Status as an Employee, Director or Consultant shall not be considered interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. 

(o) "Corporate Transaction" means any of the following stockholder-approved transactions
to which the Company is a party: 
(i) a merger or consolidation in which the Company
is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is
incorporated, 

(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations) in connection with
complete liquidation or dissolution of the Company, or 

(iii) any reverse merger in which the Company is the
surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such
merger. 



(p) "Covered Employee" means any person who is a "covered employee" under
Section 162(m)(3) of the Code. 

(q) "Determination Date" means the latest possible date that will not jeopardize the
qualification of an Award granted under the Plan as Performance-Based Compensation. 

(r) "Director" means a member of the Board. 

(s) "Employee" means any person, including an Officer or Director, who is an employee of
the Company or any Parent or Subsidiary of the Company for purposes of Section 422 of the Code. The payment of a director's fee by the
Company shall not be sufficient to constitute "employment" by the Company. 

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

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

(i) Where there exists a public market for the
Common Stock, the Fair Market Value of a share of Common Stock shall be (A) the closing sale price of the Common Stock on the date of
the determination (or, if no sales were reported on such date, on the last trading date on which sales were reported) on the stock exchange
determined by the Administrator to be the primary market for the Common Stock or the Nasdaq National Market, whichever is applicable or
(B) if the Common Stock is not traded on any such exchange or national market system, the closing price of a Share on the Nasdaq Small
Cap Market or over-the-counter (Pink Over-The-Counter Markets Inc. Electronic Quotation Service), as applicable, on the date of the
determination (or, if no such price was reported on that date, on the last date on which such price was reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or 

(ii) In the absence of an established market of the
type described in (i), above, for the Common Stock, the Fair Market Value thereof shall be determined by the Administrator in good faith.




(v) "Fiscal Year" means the fiscal year of the Company. 



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(w) "Grantee" means an Employee, Director or Consultant who receives an Award under the Plan. 

(x) "Incentive Stock Option" means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


(y) "Non-
Qualified Stock Option" means an Option that by its terms does not qualify or is not intended to
qualify as an Incentive Stock Option. 

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

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

(bb) "Option Agreement" means the written agreement evidencing the grant of an Option
executed by the Company and the Grantee, including any amendments thereto. 

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

(dd) "Performance-Based Compensation" means compensation qualifying as
"performance-based compensation" under Section 162(m) of the Code. 

(ee) "Performance Goals" has the meaning given to it in Section 11. 

(ff) "Performance Period" means any Fiscal Year of the Company or such other period as
determined by the Administrator in its sole discretion. 

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

(hh) "Plan" means this 1996 Stock Incentive Plan. 

(ii) "Restricted Stock" means Shares issued pursuant to a Restricted Stock award under
Section 7 of the Plan, or issued pursuant to the early exercise of an Option. 

(jj) "Restricted Stock Unit" means a bookkeeping entry representing an amount equal to
the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured
obligation of the Company. 

(kk) "Rule
16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor thereto. 

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

(mm) "Share" means a share of the Common Stock, as adjusted in accordance with Section
13 of the Plan. 

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

(oo) "Subsidiary Disposition" means the disposition by the Company of its equity holdings in
any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that
Subsidiary or the Company's sale or distribution of substantially all of the outstanding capital stock of such Subsidiary. 


3. Stock
Subject to the Plan. 
(a) Stock
Subject to the Plan. Subject to the provisions of Section 13 below, the maximum aggregate number
of Shares which may be issued pursuant to this Plan is 106,100,000 Shares plus the number of 


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Shares or options returned to the Company's Incentive Stock Option Plan, 1987 Employee
Stock Participation Plan, and 1987 Supplemental Stock Option Plan as a result of termination of options or repurchase of Shares issued
under such plans, and (ii) such number of Shares which have been reserved but not issued under the Dallas Semiconductor Corporation
1987 Stock Option Plan (the "Dallas 1987 Plan") as
of the date of stockholder approval of this Plan, and any Shares returned to the Dallas 1987 Plan as a result of termination of options or
repurchase of Shares issued under such plan, (iii) such number of Shares which have been reserved but not issued under the Dallas
Semiconductor Corporation 1993 Officer and Director Stock Option Plan (the "Dallas 1993
Plan") as of the date of stockholder approval of this Plan, and any Shares returned to the Dallas
1993 Plan as a result of termination of options or repurchase of Shares issued under such plan. 

(b) Full Value
Awards. Any Shares subject to Options will be counted against the numerical limits of this Section 3
as one Share for every Share subject thereto. Any Shares subject to Awards of Restricted Stock or Restricted Stock Units with a per share
or unit purchase price lower than one hundred percent (100%) of Fair Market Value on the date of grant will be counted against the
numerical limits of this Section 3 as two Shares for every one Share subject thereto. To the extent that a Share that was subject to an
Award that counted as two Shares against the Plan reserve pursuant to the preceding sentence is recycled back into the Plan under the
next paragraph of this Section 3, the Plan will be credited with two Shares. 

(c) Lapsed Awards. If an Award expires or becomes
unexercisable without having been exercised in full, or, with respect to Restricted Stock and Restricted Stock Units, is forfeited to or
repurchased by the Company, the unpurchasedunexercised Shares (or for Awards other than Options, the forfeited or repurchased
Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under
any Award will not be returned to the PlanNotwithstanding anything contrary
contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3(a) and will not becomebe available for future distribution under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such
cash payment will not reduce the number of Shares available for issuance under the Plangrants of Awards under this Plan or any other plans
listed in Section 3(a): (i) Shares tendered by a Grantee or withheld by the Company in payment of the exercise price of an Option (or any
other option granted under any other plans listed in Section 3(a)), and (ii) Shares tendered by a Grantee or withheld by the Company to
satisfy any tax withholding obligation with respect to an Award (or any other equity award granted under any other plans listed in Section
3(a)). Notwithstanding the foregoing and, subject to adjustment provided
in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate
Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for
issuance under the Plan under this Section 3(b). 


4. Administration of the Plan. 
(a) Plan
Administrator. 
(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to
Directors or Employees who are also Officers or Directors, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. 

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of
Awards to Employees or Consultants who are neither Directors nor Officers, the Plan shall be administered by (A) the Board or (B) a
Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. Subject to Applicable
Laws, the Board may authorize one or more Officers to grant such Awards and may limit such authority by requiring that such Awards must
be reported to and ratified by the Board or a Committee within six (6) months of the grant date, and if so ratified, shall be effective as of the
grant date. 

(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants
of Awards to any Covered Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or 




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more Directors eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees, references to the "Administrator" or to a
"Committee" shall be deemed to be references to such Committee or subcommittee. 

(iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the
provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable
Laws. 



(b) Powers of
the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other
powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in
its discretion: 
(i) to select the Employees, Directors and
Consultants to whom Awards may be granted from time to time hereunder; 

(ii) to determine whether and to what extent Awards
are granted hereunder; 

(iii) to determine the number of Shares or the
amount of other consideration to be covered by each Award granted hereunder; 

(iv) to determine the Fair Market Value; 

(v) to approve forms of Award Agreement for use
under the Plan; 

(vi) to determine the terms and conditions of any
Award granted hereunder; 

(vii) to modify or amend the terms of any
outstanding Award granted under the Plan in any lawful way, provided that any amendment that would adversely affect the Grantee's rights
under an outstanding Award shall not be made without the Grantee's written consent; provided, however, that any provision of the Plan to
the contrary notwithstanding, the Administrator shall not have the authority to reprice any outstanding Option, it being understood that
"reprice" shall mean to amend any outstanding Option to reduce the exercise price; 

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

(ix) notwithstanding any provision of the Plan to the
contrary, in order to facilitate compliance with the tax, securities, foreign exchange, probate or other applicable provisions of the laws in
other countries in which the Company or its Affiliates operate or have key employees or non-employee directors, the Administrator, in its
discretion, shall have the power and authority to (A) determine which (if any) Employees, Directors, and/or Consultants rendering services
or employed outside the U.S. are eligible to participate in the Plan or to receive any type of Award hereunder; (B) determine which
non-U.S.-based Affiliates or operations (e.g., branches,
representative offices) participate in the Plan or any type of Award hereunder; (C) modify the terms and conditions of any Awards made to
such Employees, Directors, and/or Consultants, or with respect to such non-U.S.-based Affiliates or operations; and (D) establish
sub-plans, modify methods of exercise, modify payment restrictions on sale or transfer of Shares and other terms and procedures to the extent
deemed necessary or desirable by the Administrator to comply with Applicable Laws of the non-U.S. jurisdiction. The Committee shall not,
however, have the power or authority to amend the Plan with respect to the maximum aggregate number of Shares that may be issued
under the Plan as set forth in Section 3(a), increase the Award limits as set forth in Sections 6, 7 and 8; or lengthen the term of an Option
set forth in Section 6(d); and 

(x) to take such other action, not inconsistent with
the terms of the Plan, as the Administrator deems appropriate. 



(c) Effect of
Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall
be conclusive and binding on all persons. 


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5. Eligibility.
Non-Qualified Stock Options, Restricted Stock and Restricted Stock Units may be granted to Employees, Directors and Consultants.
Incentive Stock Options may be granted only to Employees. An Employee, Director or Consultant who has been granted an Award may, if
otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors and Consultants who are residing
in foreign jurisdictions as the Administrator may determine from time to time. 

6. Terms and
Conditions of Options. 
(a) Designation
of Option. Each Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of
the Shares subject to Options designated as Incentive Stock Options are exercisable for the first time by a Grantee during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, will be treated as Non-Qualified Stock Options. For the purposes of this Section 6(a),
Incentive Stock Options will be taken into account in the order in which they were granted, and the Fair Market Value of the Shares will be
determined as of the date the Option with respect to such Shares is granted. 

(b) Conditions
of Option. Subject to the terms of the Plan, the Administrator will determine the provisions, terms and
conditions of each Option including, but not limited to, the Option vesting schedule, form of payment upon exercise of the Option and
satisfaction of any performance criteria. 

(c) Individual
Option Limit. The maximum number of Shares with respect to which Options may be granted to any
individual in any Fiscal Year shall be 4,000,000. The foregoing limitation shall be adjusted proportionately in connection with any change in
the Company's capitalization pursuant to Section 13. To the extent required by Section 162(m) of the Code or the regulations thereunder,
in applying the foregoing limitation with respect to an individual, if any Option is canceled, the canceled Option shall continue to count
against the maximum number of Shares with respect to which Options may be granted to the individual. For this purpose, the repricing of
an Option shall be treated as the cancellation of the existing Option and the grant of a new Option. 

(d) Term of
Option. The Administrator will determine the term of each Option in its sole discretion, provided the
term of an Option will not be more than ten (10) years from the date of grant except as provided for in subsection 6(f).
Moreover, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant thereof or such shorter term as may be
provided in the Award Agreement. 

(e) Option
Exercise Price, Consideration and Taxes. 
(i) Exercise
Price. The exercise price for an Option shall be as follows: 

(A) In the case of an Incentive Stock Option:

(1) granted to an Employee who, at the time of the
grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price will be not less than one hundred ten percent (110%) of the Fair
Market Value per Share on the date of grant. 

(2) granted to any Employee other than an
Employee described in the preceding paragraph, the per Share exercise price will be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant. 

(B) In the case of a Non-Qualified Stock Option, the
per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.







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(C) Notwithstanding the foregoing, the Options may be granted with a per Share exercise
price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code. 



(ii) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be
issued upon exercise of an Option including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following: 
(A) cash; 

(B) check; 

(C) surrender of Shares (including withholding of
Shares otherwise deliverable upon exercise of the Option) which have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised (but only to the extent that such exercise of the Option would not
result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by the
Administrator); 

(D) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale proceeds required to pay the exercise price; or 

(E) any combination of the foregoing methods of
payment. 




(f) Exercise of
Option. 
(i) Procedure
for Exercise; Rights as a Stockholder. 
(A) Any Option granted hereunder will be
exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the
Award Agreement. 

(B) An Option shall be deemed to be exercised
when written notice of such exercise has been given to the Company or its designated agent (e.g., the exclusive, captive broker) in
accordance with the terms of the Option, from the person entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company or its designated agent, or the appropriate exercise/sale transaction has
been executed under subsection 6(e)(ii)(D) above. Until the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to Shares subject to an Option, notwithstanding the exercise of an Option. The
Company shall issue (or cause to be issued) such stock certificate in uncertificated form promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate in uncertificated form
is issued, except as provided in the Award Agreement or Section 13, below. 





To the extent that reporting of United States
taxable income with respect to an Option exercise under subsections 6(e)(ii)(A)-(C) above is based on the fair market value of the
underlying Shares on the date of exercise, the Company shall use the Fair Market Value on the day the Option is deemed exercised in
accordance with this Section 6(f)(B), that is the closing sales price (see Section 2(u)) on the day the written notice of exercise and full
payment for the Shares (i.e., cashier's check, money order, Shares (pursuant to subsection 6(e)(ii)(C) above) or readily available funds)
are received by the Company or its designated agent. In the case of an exercise under subsection 6(e)(ii)(D) above, the United States
taxable income will be calculated using the actual sales price of the underlying Shares subject to the Option. 



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(ii) Exercise of Option Following Termination of
Employment, Director or Consulting Relationship. 
(A) An Option may not be exercised after the
termination date of such Option set forth in the Award Agreement and may be exercised following the termination of a Grantee's
Continuous Status as an Employee, Director or Consultant only to the extent that the Grantee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such option as set forth in the Award Agreement). Options shall be
exercisable for a period of ninety (90) days following termination generally, and for a period of five hundred forty-seven (547) days following
termination due to death of the Grantee or three hundred sixty-five (365) days following termination due to the disability of the Grantee (or,
in each case, such other period of time as is determined by the Administrator, which such determination in the case of an Incentive Stock
Option shall be made at the time of grant of the Option). Unless otherwise provided by the Administrator, if on the date of termination the
Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after
termination the Grantee does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and
the Shares covered by such Option will revert to the Plan. 

(B) All Options shall terminate to the extent not
exercised on the last day of the period specified in paragraph (A) above or the last day of the original term of the Option, whichever occurs
first. 

(C) Any Option designated as an Incentive Stock
Option to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a
Grantee's Continuous Status as an Employee, Director or Consultant shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement. 


(iii) Exercise
of Option Following Termination of Employment, Director or Consulting Relationship. In the event of
termination of a Grantee's Continuous Status as an Employee, Director or Consultant with the Company for any reason other than
disability or death (but not in the event of an Grantee's change of status from Employee to Consultant or from Consultant to Employee),
such Grantee may, but only within ninety (90) days after the date of such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Award Agreement
except as otherwise provided for in subsection (vi) below),
exercise his or her Option to the extent that the Grantee was entitled to exercise it at the date of such termination or to such other extent as
may be determined by the Administrator. If the Grantee should die within ninety (90) days after the date of such termination, the Grantee's
estate or the person who acquired the right to exercise the Option by bequest or inheritance may exercise the Option to the extent that the
Grantee was entitled to exercise it at the date of such termination within five hundred forty-seven (547) days of the Grantee's date of
death, (but in no event later than the expiration date of the
term of such Option as set forth in the Award Agreement
except as otherwise provided for in subsection (vi) below). In the
event of a Grantee's change of status from Employee to Consultant, an Employee's Incentive Stock Option shall convert automatically to a
Non-Qualified Stock Option on the ninety-first (91st) day following such change of status. Unless otherwise provided by the Administrator, if
on the date of termination the Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan. To the extent that Grantee is not entitled to exercise the Option at the date of termination, or if Grantee does
not exercise such Option to the extent so entitled within the time specified herein, the Option will terminate. 

(iv) Disability
of Grantee. In the event of termination of a Grantee's Continuous Status as an Employee, Director or
Consultant as a result of his or her disability, Grantee may, but only within three hundred sixty-five (365) days from the date of such
termination (and in no event later than the expiration date of the term of such Option as set forth in the Award Agreement except as otherwise  






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provided for in
subsection (vi) below)), exercise the Option to the extent otherwise entitled to exercise it at the
date of such termination;





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provided, however, that if such disability
is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such
Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months and one day following such
termination. Unless otherwise provided by the Administrator, if on the date of termination the Grantee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to the Plan. To the extent that Grantee is not entitled to
exercise the Option at the date of termination, or if Grantee does not exercise such Option to the extent so entitled within the time specified
herein, the Option will terminate. 

(v) Death of
Grantee. In the event of the death of a Grantee, the Option may be exercised at any time within five
hundred forty-seven (547) days following the date of death (but in no event later than the expiration of the term of such Option as set forth
in the Option Agreement except as otherwise provided for in subsection (vi) below)), by the Grantee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the extent that the Grantee was entitled to the Option at the date of
death. If, at the time of death, the Grantee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert the Plan unless otherwise determined by the Administrator. If, after death, the Grantee's
estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate. 

(vi) Extension of
Expiration Date of Options. Notwithstanding anything to the contrary contained in the Plan or any Award Agreement,
the Administrator, in its sole and absolute discretion, may extend the term of an Option beyond its expiration date (even if it such expiration
date is ten (10) years from the date of grant) if the issuance of Shares upon exercise of such Option at the time it would otherwise expire
would be prohibited by Applicable Laws, provided that such extension shall not exceed thirty days (30) days from the date the issuance
Shares upon exercise of the Option would no longer be prohibited by Applicable Laws. 




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

(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will
specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole
discretion, will determine. Notwithstanding the foregoing, during any Fiscal Year no Grantee will receive more than an aggregate of
2,000,000 Shares of Restricted Stock. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the
Company as escrow agent until the restrictions on such Shares have lapsed. 

(c) Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be
sold, transferred, pledged, assigned or otherwise alienated, or hypothecated until the end of the applicable Period of Restriction. 

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

(e) Removal
of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by
each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of
Restriction. The restrictions will lapse at a rate determined by the Administrator; provided, however, that Shares of Restricted Stock will not
vest more rapidly than one-third (1/3rd) of the total
number Shares of Restricted Stock subject to an Award each year from the date of grant (or, if applicable, the date a Grantee begins
providing services to the Company or any of its Affiliates), unless the Administrator determines that the Award is to vest upon the
achievement of 


                                                B-10








performance criteria, provided the period for measuring such performance will cover at
least twelve (12) months. After the grant of Restricted Stock, the Administrator, in its sole discretion, may reduce or waive any restrictions
for such Restricted Stock. 

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

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

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


8. Restricted
Stock Units. 
(a) Grant. Restricted Stock Units may be granted at any time and from time to time as
determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other
terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the
grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the
Administrator. Notwithstanding the anything to the contrary in this subsection (a), during any Fiscal Year, no Grantee will receive more than
an aggregate of 2,000,000 Restricted Stock Units. 

(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending
on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Grantee. The
Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not
limited to, continued employment), or any other basis determined by the Administrator in its discretion. 

(c) Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Grantee will be entitled to
receive a payout as specified in the Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 

(d) Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable
after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash,
Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant
under the Plan. 

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock
Units will be forfeited to the Company. 


9. Leaves of
Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be
suspended during any unpaid leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, then three (3) months following the ninety-first (91st) day of such leave any Incentive Stock Option held by the Grantee will
cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Non-Qualified Stock Option. 

 




                                                B-11







10. Transferability of
Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee. If the Administrator makes an Award transferable, such Award will
contain such additional terms and conditions as the Administrator deems appropriate. 

11. Performance Goals. Awards of Restricted Stock and Restricted Stock Units may be made
subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code
and may provide for a targeted level or levels of achievement ("Performance
Goals") including cash flow; cash position; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; earnings per Share; economic profit; economic value added; equity or stockholder's equity;
free cash flow, free cash flow per Share, market share; net income; net profit; net sales; operating earnings; operating income; profit before
tax; ratio of debt to debt plus equity; ratio of operating earnings to capital spending; return on net assets; sales growth; Share price; or total
return to stockholders. The Performance Goals for a Grantee will be determined by the Administrator based on the Company's tactical and
strategic business objectives, which may differ from Grantee to Grantee and from Award to Award. Prior to the Determination Date, the
Administrator will determine whether to make any adjustments to the calculation of any Performance Goal with respect to any Grantee for
any significant or extraordinary events affecting the Company and both before and after taking into account equity based compensation
charges. In all other respects, Performance Goals will be calculated in accordance with the Company's financial statements, generally
accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award. 

12. Conditions Upon Issuance of Shares. 
(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of
counsel for the Company with respect to such compliance. 

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


13. Adjustments. Subject to any required action by the stockholders of the Company, the
number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan
but as to which no Awards have yet been granted or which have been returned to the Plan, as well as the price per share of Common
Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common
Stock, or any other similar event resulting in an increase or decrease in the number of issued shares of Common Stock. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.


14. Corporate
Transactions/Changes in Control/Subsidiary Dispositions. 
(a) The Administrator shall have the authority,
exercisable either in advance of any actual or anticipated Corporate Transaction, Change in Control or Subsidiary Disposition or at the time
of an actual Corporate Transaction, Change in Control or Subsidiary Disposition and exercisable at the time of the grant of an Award under
the Plan or any time while an Award remains outstanding, to provide for the full automatic vesting and exercisability of one or more
outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such
Awards in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition, on such terms and conditions as the









                                                B-12








Administrator may specify. The Administrator also shall have the authority to condition any
such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Status as an
Employee or Consultant of the Grantee within a specified period following the effective date of the Change in Control or Subsidiary
Disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in
Control or Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. Effective upon the
consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate unless assumed by the successor
company or its Parent. 

(b) The portion of any Incentive Stock Option
accelerated under this Section 14 in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition shall remain
exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is
not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a
Non-Qualified Stock Option. 


15. Tax
Withholding. 
(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award
(or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Grantee to remit to the Company,
an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Grantee's FICA obligation) required to be withheld
with respect to such Award (or exercise thereof). The Company will have no obligation to permit exercise of an Award or to issue any
Shares or cash pursuant to an Award, unless and until either the exercise of the Award or the issuance of Shares or cash pursuant thereto
is accompanied by sufficient payment, as determined by the Company in its absolute discretion, to meet those withholding obligations on
such exercise, issuance, lapse or disposition or other arrangements are made that are satisfactory to the Company in its absolute
discretion to provide otherwise for such payment. The Company will have no liability to any Grantee or transferee for exercising the
foregoing right not to permit exercise or issue or deliver Shares or cash. 

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit a Grantee to satisfy such tax withholding obligation, in whole or in part (without
limitation) by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value
equal to the amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the
amount required to be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable to the Grantee through such means as
the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.
The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the
time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates
applicable to the Grantee with respect to the Award on the date that the amount of tax to be withheld is to be determined. The fair market
value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 


16. Date of an
Award. The date of grant of an Award will be, for all purposes, the date on which the Administrator
makes the determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination
will be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant. 

17. Term of
Plan. Subject to Section 20 of the Plan, the amendment and restatement of the Plan shall become
effective upon its adoption by the Board on August 11,
2005.November 24, 2009. It shall thereafter continue in effect for a term of ten (10) years,until August 11, 2015, unless terminated earlier under Section 18 of the Plan. 

 




                                                B-13







18. Amendment, Suspension or Termination of the
Plan. 
(a) The Administrator may at any time amend, suspend or terminate the Plan.
To the extent required to comply with Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such
manner and to such a degree as required. Notwithstanding the
foregoing, the Company shall, at all times, obtain stockholder approval prior to implementing any (i) exchange offer in which any
outstanding Awards (or any other outstanding equity awards granted under any other plans listed in Section 3(a)) would be cancelled in
exchange for new Awards of any kind or (ii) offer to purchase any outstanding Awards (or any other outstanding equity awards granted
under any other plans listed in Section 3(a)) for any amount of cash, in each case, based on a new valuation of the Awards (or any other
outstanding equity awards granted under any other plans listed in Section 3(a)) subject to such offer after their original grant dates. 

(b) No Award may be granted during any
suspension of the Plan or after termination of the Plan. 

(c) Any amendment, suspension or termination of
the Plan shall not affect Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been
amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must
be in writing and signed by the Grantee and the Company. 


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

(b) The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained. 


20. Stockholder Approval. The Plan, as amended and restated on August 11, 2005,November 24, 2009, will be subject to approval by the stockholders of the Company within
twelve (12) months after such date; provided that, in the event
such approval is not obtained within twelve (12) months after such date, the Plan as in effect prior to November 24, 2009 shall continue in
effect until August 11, 2015, unless terminated earlier under Section 18 of the Plan. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws. 

21. No Effect
on Terms of Employment. The Plan shall not confer upon any Grantee any right with respect to
continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. 

 



 


                                                B-14