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Exhibit 10.3    
    


BIDZ.COM, INC.

2006 STOCK AWARD PLAN  


        1.    Purpose.    The purpose of this 2006 Stock Award Plan (the
"Plan") is to assist BIDZ.com, Inc. (the "Company") and its Related Entities in attracting, motivating, retaining, and rewarding high-quality Employees, officers, Directors, and
Consultants by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders,
and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of stockholder value. The Plan is intended to qualify certain
compensation awarded under the Plan for tax deductibility under Section 162(m) of the Code (as hereafter defined) to the extent deemed appropriate by the Compensation Committee (or any
successor committee) of the Board. 


        2.    Definitions.    For purposes of the Plan, the following terms
shall be defined as set forth below, in addition to such terms defined in Section 1 hereof: 


        (a)   "2001 Plan" means the Company's 2001 Stock Option Plan. 


        (b)   "2002 Plan" means the Company's 2002 Special Stock Option Plan. 


        (c)   "Applicable Laws" means the requirements relating to the administration of equity compensation plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, the rules and regulations of any stock exchange upon which the Common Stock is listed, and the applicable laws of any foreign country
or jurisdiction where Awards are granted under the Plan. 


        (d)   "Award" means any award granted pursuant to the terms of this Plan including, an Option, Stock Appreciation Right,
Restricted Stock, Stock Units, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award, or Performance Award, together with any other right or interest,
granted to a Participant under the Plan. 


        (e)   "Beneficiary" means the person, persons, trust, or trusts which have been designated by a Participant in his or her most
recent written beneficiary designation filed with the Plan Administrator to receive the benefits specified under the Plan upon such Participant's death or to which Awards or other rights are
transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant's death, there is no designated Beneficiary or surviving designated Beneficiary, then the term
Beneficiary means the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits. 



        (f)    "Beneficial Owner," "Beneficially Owning," and "Beneficial Ownership"
shall have the meanings ascribed to such terms in Rule 13d-3 under the Exchange Act and any successor to such Rule. 


        (g)   "Board" means the Company's Board of Directors. 


        (h)   "Cause" shall, with respect to any Participant, have the equivalent meaning (or the same meaning as "cause" or "for
cause") set forth in any employment agreement between the Participant and the Company or a Related Entity or, in the absence of any such agreement, such term shall mean (i) the failure by the
Participant to perform his or her duties as assigned by the Company (or a Related Entity) in a reasonable manner, (ii) any violation or breach by the Participant of his or her employment
agreement with the Company (or a Related Entity), if any, (iii) any violation or breach by the Participant of his or her confidential information and invention assignment agreement with the
Company (or a Related Entity), if any, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company (or a Related Entity), (v) any material violation or breach
by the Participant of the Company's or a Related Entity's policy for employee conduct, if any, (vi) any act by the Participant 


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of
dishonesty or bad faith with respect to the Company (or a Related Entity), (vii) use of alcohol, drugs, or other similar substances affecting the Participant's work performance, or
(viii) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company. The good faith determination by the Plan Administrator of
whether the Participant's Continuous Service was terminated by the Company for "Cause" shall be final and binding for all purposes hereunder. 



        (i)    "Change in Control" means and shall be deemed to have occurred on the earliest of the following dates: 


          (i)  the
date on which any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) obtains, after the date this Plan is adopted by the Board,
"beneficial ownership" (as defined in Rule 13d-3 of the Exchange Act) or a pecuniary interest in more than fifty percent (50%) of the combined voting power of the Company's then
outstanding securities ("Voting Stock"); 


         (ii)  the
consummation of a merger, consolidation, reorganization, or similar transaction other than a transaction: (1) in which substantially all of the holders of
the Company's Voting Stock hold or receive directly or indirectly fifty percent (50%) or more of the voting stock of the resulting entity or a parent company thereof, in substantially the same
proportions as their ownership of the Company immediately prior to the transaction; or (2) in which the holders of the Company's capital stock immediately before such transaction will,
immediately after such transaction, hold as a group on a fully diluted basis the ability to elect at least a majority of the directors of the surviving corporation (or a parent company); 


        (iii)  there
is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries,
other than a sale, lease, license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, more than fifty percent (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,
lease, license, or other disposition; or 


        (iv)  individuals
who, on the date this Plan is adopted by the Board, are Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the
Directors; provided, however, that if the appointment or election (or nomination for election) of any new Director was approved or recommended by a majority vote of the members of the Incumbent Board
then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 


        For
purposes of determining whether a Change in Control has occurred, a transaction includes all transactions in a series of related transactions, and terms used in this definition but
not defined are used as defined in the Plan. The term Change in Control shall not include a sale of assets, merger, or other transaction effected exclusively for the purpose of changing the domicile
of the Company. 


        Notwithstanding
the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company and
the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition shall apply). 


        (j)    "Code" means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and
successor provisions and regulations thereto. 


        (k)   "Committee" means a committee designated by the Board to administer the Plan. 


        (l)    "Consultant" means any person (other than an Employee or a Director, solely with respect to rendering services in such
person's capacity as a director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 


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        (m)  "Continuous Service" means uninterrupted provision of services to the Company as an Employee, a Director, or a
Consultant. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities, or any
successor entities, as either an Employee, a Director, or a Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity as
either an Employee, a Director, or a Consultant (except as otherwise provided in the Option Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized
personal leave. 


        (n)   "Corporate Transaction" means the occurrence, in a single transaction or in a series of related transactions, of any one
or more of the following events: 


          (i)  a
sale, lease, exclusive license, or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated assets of the
Company and its Subsidiaries; 


         (ii)  a
sale or other disposition of more than twenty percent (20%) of the outstanding securities of the Company; or 


        (iii)  a
merger, consolidation, reorganization, or similar transaction, whether or not the Company is the surviving corporation. 


        (o)   "Covered Employee" means an Eligible Person who is a Covered Employee as specified in Section 7(d) of the Plan. 



        (p)   "Director" means a member of the Board or the board of directors of any Related Entity. 


        (q)   "Disability" means a permanent and total disability (within the meaning of Section 22(e) of the Code), as
determined by a medical doctor satisfactory to the Plan Administrator. Notwithstanding the foregoing, for Awards subject to Section 409A of the Code, Disability shall mean that a Participant is
disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code to the extent necessary for such Award to comply with Section 409A. 



        (r)   "Dividend Equivalent" means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Stock,
other Awards, or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments. 


        (s)   "Effective Date" means the effective date of this Plan, which shall be the date this Plan is adopted by the Board,
subject to the approval of the stockholders of the Company. 


        (t)    "Eligible Person" means all Employees (including officers), Directors, and Consultants of the Company or of any Related
Entity. The foregoing notwithstanding, only employees of the Company, the Parent, or any Subsidiary shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on
leave of absence may be considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan. 


        (u)   "Employee" means any person, including an officer or Director, who is an employee of the Company or any Related Entity.
The payment of a director's fee by the Company or a Related Entity shall not be sufficient to constitute "employment" by the Company. 



        (v)   "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and
successor provisions and rules thereto. 


        (w)  "Executive Officer" means an executive officer of the Company as defined under the Exchange Act. 


        (x)   "Fair Market Value" means, unless otherwise required by any applicable provision of the Code or any regulation thereunder
(a) the fair market value of Stock, Awards, or other property as determined by the Plan Administrator, or under procedures established by the Plan Administrator, and 


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(b) unless
otherwise determined by the Plan Administrator, the Fair Market Value of Stock as of any given date, after which the Stock is publicly traded on a stock exchange or market, shall be
the closing sale price per share reported on a consolidated basis for stock listed on the principal stock exchange or market on which Stock is traded on the date as of which such value is being
determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. 



        (y)   "Incentive Stock Option" means any Option intended to be designated as an incentive stock option within the meaning of
Section 422 of the Code or any successor provision thereto. 


        (z)   "Non-Employee Director" means a Director of the Company who is not an Employee. 


        (aa) "Option" means a right granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a
specified price during specified time periods. 


        (bb) "Other Stock-Based Awards" means Awards granted to a Participant pursuant to Section 6(h) hereof. 


        (cc) "Parent" means any corporation (other than the Company), whether now or hereafter existing, in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50 percent or more of the combined voting power of all classes of
stock in one of the other corporations in the chain. 


        (dd) "Participant" means a person who has been granted an Award under the Plan which remains outstanding, including a person
who is no longer an Eligible Person. 


        (ee) "Performance Award" means a right, granted to an Eligible Person under Section 7 hereof, to receive Awards based
upon performance criteria specified by the Plan Administrator. 


        (ff)  "Person" has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, and shall include a "group" as defined in Section 12(d) thereof. 


        (gg) "Plan Administrator" means the Board or any Committee delegated by the Board to administer the Plan. 


        (hh) "Related Entity" means (a) any Parent, (b) any Subsidiary, (c) any corporation, trade or business
(including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company, and (d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly
controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company, provided that the Stock subject to any Award constitutes "service
recipient stock" for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code. 


        (ii)   "Restricted Stock" means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain
restrictions and to a risk of forfeiture. 


        (jj)   "Rule 16b-3" and  "Rule 16a-1(c)(3)" means Rule 16b-3 and Rule 16a-1(c)(3), as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. 


        (kk) "Shares" means the shares of the Company's Common Stock, and the shares or such other securities as may be substituted
(or resubstituted) for Stock pursuant to Section 10(c) hereof. 


        (ll)   "Stock" means the Company's Common Stock, and such other securities as may be substituted (or resubstituted) for the
Company's Common Stock pursuant to Section 10(c) hereof. 


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        (mm) "Stock Appreciation Right" means a right granted to a Participant pursuant to Section 6(c) hereof. 



        (nn) "Stock Unit" means a right, granted to a Participant pursuant to Section 6(e) hereof, to receive Shares, cash or
a combination thereof at the end of a specified period of time. 


        (nn) "Subsidiary" means any corporation (other than the Company), whether now or hereafter existing, in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. 



        3.    Administration.    


        (a)    Administration by Board.    The Board shall administer the Plan unless and until
the Board delegates administration to a Committee, as provided in Section 3(c). 


        (b)    Powers of Board.    The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan: 


          (i)  To
determine from time to time which of the persons eligible under the Plan shall be granted Awards; when and how each Award shall be granted; what type or combination
of types of Award shall be granted; the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an
Award; and the number of Shares with respect to which an Award shall be granted to each such person. 


         (ii)  To
construe and interpret the Plan and Awards granted under it, and to establish, amend, and revoke rules and regulations for its administration. The Board, in the
exercise of this power, may correct any defect, omission, or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective. 


        (iii)  To
amend the Plan or an Award as provided in Section 10(e). 


        (iv)  To
terminate or suspend the Plan as provided in Section 10(e). 


         (v)  To
effect, at any time and from time to time, (1) the reduction of the exercise price of any outstanding Award under the Plan, if any, (2) the cancellation
of any outstanding Award and the grant in substitution therefor of (A) a new Award under the Plan or another equity plan of the Company covering the same or a different number of Shares,
(B) cash and/or (C) other valuable consideration (as determined by the Board, in its sole discretion), or (3) any other action that is treated as a repricing under generally
accepted accounting principles. 


        (vi)  Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in
conflict with the provisions of the Plan. 


        (c)    Delegation to Committee.    



        (i)    General.    The Board may delegate administration of the Plan to a Committee or
Committees of two (2) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the
Plan. 


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        (ii)    Section 162(m) and Rule 16b-3 Compliance.    In the
discretion of the Board, the Committee may consist solely of two or more "Outside Directors", in accordance with Section 162(m) of the Code, and/or solely of two or more
"Non-Employee Directors", in accordance with Rule 16b-3. In addition, the Board or the Committee may delegate to a committee of two or more members of the Board the
authority to grant Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such
Award, (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (c) not then subject to Section 16 of the Exchange Act. 


        (d)    Effect of Board's Decision.    All determinations, interpretations, and
constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding, and conclusive on all persons. 



        (e)    Arbitration.    Any dispute or claim concerning any Award granted (or not granted)
pursuant to the Plan or any disputes or claims relating to or arising out of the Plan shall be fully, finally, and exclusively resolved by binding and confidential arbitration conducted pursuant to
the rules of Judicial Arbitration and Mediation Services, Inc. ("JAMS") in Los Angeles, California. In addition to any other relief, the arbitrator may award to the prevailing party recovery of
its attorneys' fees and costs. By accepting an Award, the Participant and the Company waive their respective rights to have any such disputes or claims tried by a judge or jury. 



        (f)    Limitation of Liability.    The Committee and the Board, and each member thereof,
shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company's independent auditors, Consultants or any other
agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting at the direction or on behalf of the Plan Administrator, shall not be
personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company
with respect to any such action or determination. 


        4.    Stock Subject to Plan.    


        (a)    Limitation on Overall Number of Shares Subject to Awards.    Subject to adjustment
as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 1,000,000 Shares. In addition, as of the
date this Plan is first approved by the stockholders, any shares available in the reserve of the 2001 Plan and 2002 Plan shall be added to the Plan share reserve and be available for issuance under
the Plan. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. 


        (b)    Availability of Shares Not Delivered under Awards.    


          (i)  If
any Shares subject to an Award or subject to an award under the 2001 Plan or 2002 Plan are forfeited, expire or otherwise terminate without issuance of such Shares,
or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration,
termination, cash settlement or non-issuance, again be available for Awards under the Plan, subject to Section 4(b)(iv) below. 


         (ii)  If
any Shares issued pursuant to an Award or an award under the 2001 Plan or 2002 Plan are forfeited back to or repurchased by the Company, including, but not limited
to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares, then such forfeited or repurchased Shares shall revert to and again
become available for issuance under the Plan, subject to Section 4(b)(iv) below. 


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        (iii)  In
the event that any Option or other Award granted hereunder or under the 2001 Plan or 2002 Plan is exercised through the tendering of Shares (either actually or by
attestation) or by the withholding of Shares by the Company, or withholding tax liabilities arising from such Option, other Award or other award are satisfied by the tendering of Shares (either
actually or by attestation) or by the withholding of Shares by the Company, then only the net number of Shares actually issued to the Participant shall be counted as issued for purposes of determining
the maximum number of Shares available for grant under the Plan, subject to Section 4(b)(iv) below. 


        (iv)  Notwithstanding
anything in this Section 4(b) to the contrary and solely for purposes of determining whether Shares are available for the grant of Incentive
Stock Options, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any Shares restored pursuant to this Section 4(b) that, if taken
into account, would cause the Plan, for purposes of the grant of Incentive Stock Options, to fail the requirement under Code Section 422 that the Plan designate a maximum aggregate number of
shares that may be issued. 


        (c)    Application of Limitations.    The limitation contained in this Section 4
shall apply not only to Awards that are settled by the delivery of Shares but also to Awards relating to Shares but settled only in cash (such as cash-only Stock Appreciation Rights). The
Plan Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if
the number of Shares actually delivered differs from the number of shares previously counted in connection with an Award. 


        5.    Eligibility.    Awards may be granted under the Plan only to
Eligible Persons. 


        6.    Terms of Awards.    


        (a)    General.    Awards may be granted on the terms and conditions set forth in this
Section 6. In addition, the Plan Administrator may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Plan Administrator shall determine, including terms requiring forfeiture of Awards in the event of termination of Continuous
Service by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Plan Administrator shall retain full power and discretion to accelerate, waive, or
modify, at any time, any term or condition of an Award that is not mandatory under the Plan. 



        (b)    Options.    The Plan Administrator is authorized to grant Options to Participants
on the following terms and conditions: 


          (i)  Stock
Option Agreement.    Each grant of an Option shall be evidenced by a Stock Option Agreement. Such Stock Option Agreement
shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Plan Administrator deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 



         (ii)  Number
of Shares.    Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall
provide for the adjustment of such number in accordance with Section 10(c) hereof. The Stock Option Agreement shall also specify whether the Stock Option is an Incentive Stock Option or a
Non-Qualified Stock Option. 


        (iii)  Exercise
Price. 


        (A)    In General.    Each Stock Option Agreement shall state the price at which Shares
subject to the Option may be purchased (the "Exercise Price"), which shall be, with respect to Incentive Stock Options, not less than 100% of the Fair Market Value of the Stock on the date of grant.
In the case of Non-Qualified Stock Options, the Exercise Price shall be determined in the sole discretion of the Plan Administrator. 


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        (B)    Ten Percent Stockholder.    If a Participant owns or is deemed to own (by reason
of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent or Subsidiary, any
Incentive Stock Option granted to such Participant must have an Exercise Price per share of at least 110% of the Fair Market Value of a share of Stock on the date of grant. 


        (iv)  Time
and Method of Exercise.    The Plan Administrator shall determine the time or times at which or the circumstances under
which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements). The Plan Administrator may also determine the time or
times at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions. The Plan Administrator may determine the methods by which such
exercise price may be paid or deemed to be paid (including, in the discretion of the Plan Administrator, a cashless exercise procedure), the form of such payment, including, without limitation, cash,
Stock, other Awards or awards granted under other plans of the Company or a Related Entity, or other property (including notes or other contractual obligations of Participants to make payment on a
deferred basis), and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants. 


         (v)  Incentive
Stock Options.    The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options (including any Stock Appreciation Rights in
tandem therewith) shall be interpreted, amended, or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock
Option under Section 422 of the Code, unless the Participant has consented in writing to the change that will result in such disqualification. If and to the extent required to comply with
Section 422 of the Code, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions: 


        (1)   the
Option shall not be exercisable more than ten years after the date such Incentive Stock Option is granted; provided, however, that if a Participant owns or is deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent or Subsidiary and the
Incentive Stock Option is granted to such Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years from
the date of grant; and 


        (2)   If
the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options granted
under the Plan and all other option plans of the Company, its Parent or any Subsidiary are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then such
Participant's Incentive Stock Option(s) or portions thereof that exceed such $100,000 limit shall be treated as Nonstatutory Stock Options (in the reverse order in which they were granted, so that the
last Incentive Stock Option will be the first treated as a Nonstatutory Stock Option). This paragraph shall only apply to the extent such limitation is applicable under the Code at the time of the
grant. 


        (vi)  Repurchase
Rights.    The Committee and the Board shall have the discretion to grant Options that are exercisable for unvested
shares of Common Stock. Should the Participant's Continuous Service cease while holding such unvested shares, the Company shall have the right to repurchase any or all of those unvested shares, at
either (a) the exercise price paid per share, (b) the fair market value, or (c) the lower of the exercise price paid per share and the fair market value. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and
set forth in the document evidencing such repurchase right, provided that such terms shall not make such Option subject to Section 409A of the Code. 


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        (c)    Stock Appreciation Rights.    The Plan Administrator is authorized to grant Stock
Appreciation Rights to Participants on the following terms and conditions: 



          (i)  Right
to Payment.    A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon
exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the Fair Market Value of one share of Stock on the date the grant of such
Stock Appreciation Right. 


         (ii)  Other
Terms.    The Plan Administrator shall determine at the date of grant or thereafter, the time or times at which and the
circumstances under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at
which Stock Appreciation Rights shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of
consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall be in tandem or in
combination with any other Award, and any other terms and conditions of any Stock Appreciation Right. Stock Appreciation Rights may be either freestanding or in tandem with other Awards. 


        (d)    Restricted Stock.    The Plan Administrator is authorized to grant Restricted
Stock to Participants on the following terms and conditions: 


          (i)  Grant
and Restrictions.    Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture, and
other restrictions, if any, as the Plan Administrator may impose, or as otherwise provided in this Plan. The restrictions may lapse separately or in combination at such times, under such circumstances
(including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Plan Administrator may determine at the date of grant or thereafter.
Except to the extent restricted under the terms of the Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a
stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Plan Administrator).
During the restricted period applicable to the Restricted Stock, subject to Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise
encumbered by the Participant. 


         (ii)  Forfeiture.    Except
as otherwise determined by the Plan Administrator at the time of the Award, upon termination of a
Participant's Continuous Service during the applicable restriction period, the Participant's Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided that the Plan Administrator may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating
to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Plan Administrator may in other cases waive in whole or in part the
forfeiture of Restricted Stock. 


        (iii)  Certificates
for Stock.    Restricted Stock granted under the Plan may be evidenced in such manner as the Plan Administrator
shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Plan Administrator may require that such certificates bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, that the certificates be kept with an escrow
agent and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. 


        (iv)  Dividends
and Splits.    As a condition to, and at the time of, the grant of an Award of Restricted Stock, the Plan Administrator
may, in its sole discretion, require that any cash dividends 


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paid
on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or deferred until, and conditioned upon, the expiration of the applicable restriction period.
Unless otherwise determined by the Plan Administrator, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. 


        (e)    Stock Units.    The Plan Administrator is authorized to grant Stock Units to
Participants, which are rights to receive Stock, cash, or a combination thereof at the end of a specified time period, subject to the following terms and conditions: 


          (i)  Award
and Restrictions.    Satisfaction of an Award of Stock Units shall occur upon expiration of the time period specified for
such Stock Units by the Plan Administrator (or, if permitted by the Plan Administrator, and in compliance with Section 409A as elected by the Participant). In addition, Stock Units shall be
subject to such restrictions (which may include a risk of forfeiture) as the Plan Administrator may impose, if any, which restrictions may lapse at the expiration of the time period or at earlier
specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Plan Administrator may
determine. Stock Units may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of Shares covered by the Stock Units, or a combination thereof, as determined
by the Plan Administrator at the date of grant or thereafter. Prior to satisfaction of an Award of Stock Units, an Award of Stock Units carries no voting or dividend or other rights associated with
share ownership. 


         (ii)  Forfeiture.    Except
as otherwise determined by the Plan Administrator, upon termination of a Participant's Continuous Service
during the applicable time period thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Stock Units), the Participant's Stock Units shall be forfeited;
provided that the Plan Administrator may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Stock
Units shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Plan Administrator may in other cases waive in whole or in part forfeiture of Stock
Units. 


        (iii)  Dividend
Equivalents.    Unless otherwise determined by the Plan Administrator at date of grant, any Dividend Equivalents that
are granted with respect to any Award of Stock Units shall be either (A) paid with respect to such Stock Units at the dividend payment date in cash or in shares of unrestricted Stock having a
Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Stock Units and the amount or value thereof automatically deemed reinvested in additional Stock
Units, as the Plan Administrator shall determine or permit the Participant to elect, provided that such determination and elections, if any, shall comply with Section 409A of the Code. 


        (f)    Bonus Stock and Awards in Lieu of Obligations.    The Plan Administrator is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of Company obligations to pay cash or deliver other property under the Plan or under other plans or compensatory
arrangements, provided that, in the case of Participants subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent
necessary to ensure that acquisitions of Stock or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall be subject to such
other terms as shall be determined by the Plan Administrator. 


        (g)    Other Stock-Based Awards.    The Plan Administrator is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to,
Stock, as deemed by the Plan Administrator to be consistent with the purposes of the Plan. The Plan Administrator shall 


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determine
the terms and conditions of such Awards which shall comply with Section 409A of the Code unless the Award is otherwise exempt therefrom. Stock delivered pursuant to an Award in the
nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration (including without limitation loans from the Company or a Related Entity), paid for at such
times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards or other property, as the Plan Administrator shall determine. The Plan Administrator shall have the
discretion to grant such other Awards which are exercisable for unvested shares of Common Stock. Should the Participant's Continuous Service cease while holding such unvested shares, the Company shall
have the right to repurchase, at a price determined by the Administrator at the time of grant, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable
(including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing
such repurchase right. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 6(h). 



        7.    Performance Awards.    


        (a)    Performance Conditions.    The right of a Participant to exercise or receive a
grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Plan Administrator. The Plan Administrator may use such business
criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject
to performance conditions, except as limited under Section 7(b) hereof in the case of a Performance Award intended to qualify under Code Section 162(m). If and to the extent required
under Code Section 162(m), any power or authority relating to a Performance Award intended to qualify under Code Section 162(m), shall be exercised by the Committee as the Plan
Administrator and not the Board. 


        (b)    Performance Awards Granted to Designated Covered Employees.    If and to the
extent that the Committee determines that a Performance Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Performance Award shall be contingent upon achievement of
pre-established performance goals and other terms set forth in this Section 7(b). 


          (i)  Performance
Goals Generally.    The performance goals for such Performance Awards shall consist of one or more business criteria
and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 7(b). Performance goals shall be objective and
shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the
achievement of performance goals being "substantially uncertain." The Committee may determine that such Performance Awards shall be granted, exercised, and/or settled upon achievement of any one
performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Performance goals may differ for
Performance Awards granted to any one Participant or to different Participants. 


         (ii)  Business
Criteria.    One or more of the following business criteria for the Company, on a consolidated basis, and/or specified
Related Entities or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance
goals for such Performance Awards: (1) total stockholder return; (2) such total stockholder return as compared to total return (on a comparable basis) of a publicly available index;
(3) net income; (4) pretax earnings; (5) earnings before interest expense, taxes, depreciation, and amortization; (6) pretax operating earnings; (7) operating
margin; (8) earnings per share; (9) return on 


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equity;
(10) return on capital; (11) return on investment; (12) operating earnings; (13) cash flow from operations; and (14) ratio of debt to stockholders' equity. 



        (iii)  Performance
Period; Timing For Establishing Performance Goals.    Achievement of performance goals in respect of such
Performance Awards shall be measured over a performance period of up to ten (10) years, as specified by the Committee. Performance goals shall be established not later than ninety
(90) days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for "performance-based compensation" under
Code Section 162(m). 


        (iv)  Performance
Award Pool.    The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of
measuring Company performance in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or goals based on one or more
of the business criteria set forth in Section 7(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with
Section 7(b)(iii) hereof. The Committee may specify the amount of the Performance Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a
threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria. 


         (v)  Settlement
of Performance Awards; Other Terms.    Settlement of such Performance Awards shall be in cash, Stock, other Awards or
other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards. The
Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a
performance period or settlement of Performance Awards. 


        (c)    Written Determinations.    All determinations by the Committee as to the
establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards
under Section 7(b), shall be made in writing in the case of any Award intended to qualify under Code Section 162(m). The Committee may not delegate any responsibility relating to such
Performance Awards if and to the extent required to comply with Code Section 162(m). 


        (d)    Status of Performance Awards Under Code Section 162(m).    It is the intent
of the Company that Performance Awards under this Section 7 hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code
Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute "qualified performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder. Accordingly, the terms of Sections 7(b), (c) and (d), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner
consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Participant will be a
Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of
Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Performance Awards does not comply or is
inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. 



        8.    Certain Provisions Applicable to Awards or Sales.    


        (a)    Stand-Alone, Additional, Tandem, and Substitute Awards.    Awards granted under
the Plan may, in the discretion of the Plan Administrator, be granted either alone or in addition to, in tandem 


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with,
or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Related Entity, or any business entity to be acquired by the Company or a Related
Entity, or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an
Award is granted in substitution or exchange for another Award or award, the Plan Administrator shall require the surrender of such other Award or award in consideration for the grant of the new
Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related Entity. 



        (b)    Form and Timing of Payment Under Awards; Deferrals.    Subject to the terms of the
Plan and any applicable Award agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the
Plan Administrator shall determine, including, without limitation, cash, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The
settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Plan Administrator or upon occurrence of one or more specified
events (in addition to a Change in Control). Installment or deferred payments may be required by the Plan Administrator (subject to Section 10(g) of the Plan) or permitted at the election of
the Participant on terms and conditions established by the Plan Administrator. Payments may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on
installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. The form and timing of payment
of Awards or the deferral thereof pursuant to this Section shall not make any Award that is not subject thereto subject to Section 409A and shall comply with Section 409A to the extent
such Award is subject thereto. 


        (c)    Exemptions from Section 16(b) Liability.    It is the intent of the Company
that this Plan comply in all respects with applicable provisions of Rule 16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that neither the grant of any
Awards to nor other transaction by a Participant who is subject to Section 16 of the Exchange Act is subject to liability under Section 16(b) thereof (except for transactions
acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the requirements of
Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction, such provision will be construed or deemed amended to the extent necessary to conform
to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant shall avoid liability under Section 16(b). 


        9.    Change in Control; Corporate Transaction.    


        (a)    Change in Control.    



          (i)  The
Plan Administrator may, in its discretion, accelerate the vesting, exercisability, lapsing of restrictions, or expiration of deferral of any Award, including upon
the occurrence of a Change in Control. In addition, the Plan Administrator may provide in an Award agreement that the performance goals relating to any Performance Award will be deemed to have been
met upon the occurrence of any Change in Control. 


         (ii)  In
addition to the terms of Section 9(a)(i) above, the effect of a "Change in Control," may be provided (1) in an employment, compensation, or
severance agreement, if any, between the Company or any Related Entity and the Participant, relating to the Participant's employment, compensation, or severance with or from the Company or such
Related Entity, or (2) in the agreement evidencing the Award. 


        (b)    Corporate Transactions.    In the event of a Corporate Transaction, any surviving
corporation or acquiring corporation may either (i) assume or continue any or all Awards outstanding under the 


13







 



Plan,
or (ii) substitute similar stock awards for outstanding Awards (it being understood that similar awards include, but are not limited to, awards to acquire the same consideration paid to
the stockholders or the Company, as the case may be, pursuant to the Corporate Transaction). In the event that any surviving corporation or acquiring corporation does not assume or continue any or all
such outstanding Awards or substitute similar stock awards for such outstanding Awards, then with respect to Awards that have been not been assumed, continued, or substituted, then such Awards shall
terminate if not exercised (if applicable) at or prior to such effective time (contingent upon the effectiveness of the Corporate Transaction). The Administrator, in its discretion and without the
consent of any Participant, may (but is not obligated to) either (i) accelerate the vesting of all Awards (and, if applicable, the time at which such Awards may be exercised) in full or as to
some percentage of the Award to a date prior to the effective time of such Corporate Transaction as the Administrator shall determine (contingent upon the effectiveness of each Corporate Transaction)
or (ii) provide for a cash payment in exchange for the termination of an Award or any portion thereof where such cash payment is equal to the Fair Market Value of the Shares that the
Participant would receive if the Award were fully vested and exercised (if applicable) as of such date (less any applicable exercise price). The Administrator, in its sole discretion, shall determine
whether each Award is assumed, continued, substituted, or terminated. 


        With
respect to Restricted Stock and any other Award granted under the Plan with respect to which the Company has any reacquisition or repurchase rights, the reacquisition or repurchase
rights for such Awards may be assigned by the Company to the successor of the Company (or the successor's parent company) in connection with such Corporate Transaction. In addition, the Administrator,
in its discretion, may (but is not obligated to) provide that any reacquisition or repurchase rights held by the Company with respect to such Awards shall lapse in whole or in part (contingent upon
the effectiveness of the Corporate Transaction). 


        (c)    Dissolution or Liquidation.    In the event of a dissolution or liquidation of the
Company, then all outstanding Awards shall terminate immediately prior to the completion of such dissolution or liquidation, and shares of Common Stock subject to the Company's repurchase option may
be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service. 


        10.    General Provisions.    



        (a)    Compliance With Legal and Other Requirements.    The Company may, to the extent
deemed necessary or advisable by the Plan Administrator, postpone the issuance or delivery of Stock or payment of other benefits under any Award until completion of such registration or qualification
of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which
the Stock or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Plan Administrator may consider appropriate, and may require any Participant
to make such representations, furnish such information, and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Stock or
payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations. 


        (b)    Limits on Transferability; Beneficiaries.    


          (i)  General.    Except
as provided in the Award agreement, a Participant may not assign, sell, transfer, or otherwise encumber or
subject to any lien any Award or other right or interest granted under this Plan, in whole or in part, other than by will or by operation of the laws of descent and distribution, and such Awards or
rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. 


14







 



         (ii)  Discretionary
Transfer of Option.    The Plan Administrator, in its sole discretion, may permit the transfer of an Option (but
not an Incentive Stock Option, or any other right to purchase Stock other than an Option) as follows: (A) by gift to a member of the Participant's Immediate Family or (B) by transfer by
instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Participant. For purposes of this Section 10(b)(ii), "Immediate Family" shall mean the
Participant's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent,
parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships. A Beneficiary, transferee, or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the
Plan Administrator, and to any additional terms and conditions deemed necessary or appropriate by the Plan Administrator. 


        (c)    Adjustments.    


          (i)  Adjustments
to Awards.    In the event that any dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar
corporate transaction or event affects the Stock and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Plan
Administrator to be appropriate, then the Plan Administrator shall, in such manner as it may deem equitable (and, to the extent applicable, permitted by Section 409A of the Code), substitute,
exchange, or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual
per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the
exercise price, grant price, or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of
any Award that the Plan Administrator determines to be appropriate. 


         (ii)  Other
Adjustments.    The Committee (and the Board if and only to the extent such authority is not required to be exercised by
the Committee to comply with Code Section 162(m)) is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and
performance goals and performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets)
affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations, accounting
principles, tax rates, and regulations or business conditions or in view of the Committee's assessment of the business strategy of the Company, any Related Entity or business unit thereof, performance
of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized
or made if and to the extent that such authority or the making of such adjustment would cause Options, Stock Appreciation Rights, Performance Awards granted under Section 7(b) hereof to
Participants designated by the Committee as Covered Employees and intended to qualify as "performance-based compensation" under Code Section 162(m) and the regulations thereunder to otherwise
fail to qualify as "performance-based compensation" under Code Section 162(m) and regulations thereunder, or become subject to Section 409A to the extent previously exempt, or to violate
Section 409A to the extent subject thereto. 


        (d)    Taxes.    The Company and any Related Entity are authorized to withhold from any
Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and to take such other 


15







 



action
as the Plan Administrator may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations, either on a
mandatory or elective basis in the discretion of the Committee. 


        (e)    Changes to the Plan and Awards.    The Board may amend, alter, suspend,
discontinue, or terminate the Plan, or the Committee's authority to grant Awards under the Plan, without the consent of stockholders or Participants. Any amendment or alteration to the Plan shall be
subject to the approval of the Company's stockholders if such stockholder approval is deemed necessary and advisable by the Board, or applicable laws (including provisions of the Code), and the rules
and regulations of any stock exchange or market on which the Shares are listed. The Plan Administrator may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate any
Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in the Plan. 


        (f)    Limitation on Rights Conferred Under Plan.    Neither the Plan nor any action
taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ of the Company or a Related
Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any Eligible Person's or Participant's Continuous Service at any time, (iii) giving an
Eligible Person or Participant any claim to be granted any Award
under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the
Participant is duly issued or transferred Shares in accordance with the terms of an Award. 


        (g)    Unfunded Status of Awards; Creation of Trusts.    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 or obligations to deliver Stock pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet the Company's obligations under the Plan. Such trusts or other arrangements shall be
consistent with the "unfunded" status of the Plan. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms
and conditions as the Plan Administrator may specify and in accordance with applicable law. 


        (h)    Nonexclusivity of the Plan.    Neither the adoption of the Plan by the Board nor
its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Code Section 162(m). 


        (i)    Fractional Shares.    No fractional Shares shall be issued or delivered pursuant
to the Plan or any Award. The Plan Administrator 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. 


        (j)    Governing Law.    The validity, construction, and effect of the Plan, any rules
and regulations under the Plan, and any Award agreement shall be determined in accordance with the laws of the state of Delaware without giving effect to principles of conflicts of laws, and
applicable federal law. 


        (k)    Plan Effective Date and Stockholder Approval; Termination of Plan.    The Plan
shall become effective on the Effective Date, subject to subsequent approval within twelve (12) months of its adoption by the Board by stockholders of the Company eligible to vote in the
election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422 of the Code, 


16







 



Rule 16b-3
under the Exchange Act (if applicable), applicable Nasdaq requirements, and other laws, regulations, and obligations of the Company applicable to the Plan. Awards may be
granted subject to stockholder approval, but may not be exercised or otherwise settled in the event stockholder approval is not obtained. The Plan shall terminate no later than ten (10) years
from the date of the later of (x) the Effective Date and (y) the date an increase in the number of shares reserved for issuance under the Plan is approved by the Board (so long as such
increase is also approved by the stockholders). 


        (l)    Compliance with Section 409A.    All Awards granted hereunder shall be
designed and administered in such manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. Notwithstanding anything herein to
the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code, and to the extent such
provision cannot be amended to comply therewith, it shall be null and void. 


        (m)    Section 162(m) Transition Period.    The Plan is intended to constitute a
plan described in Treasury Regulation Section 1.162-27(f)(1), pursuant to which the deduction limits under Section 162(m) of the Code do not apply during the applicable
"reliance period," as defined in Treasury Regulations Section 1.162-(f)(2), which ends on the earliest of (i) the date of the first annual meeting of stockholders of the
Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering of the Company's stock occurs;
(ii) the date that the Plan is materially modified for purposes of Treasury Regulation Section 1.162-27(h)(1)(iii); or (iii) the date all Shares available for issuance
under the Plan have been allocated. 


17











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Exhibit 10.3