exv10w1







Exhibit 10.1




PENSON WORLDWIDE, INC.

2008 RESTRICTED STOCK BONUS INCENTIVE PLAN




I. PURPOSE OF THE PLAN




          This 2008 Restricted Stock Bonus Incentive Plan is intended to promote the interests of Penson
Worldwide, Inc., a Delaware corporation, and provide further incentive to Plan Participants by
giving such persons the option to elect to receive a portion of any discretionary bonus payment
that they may be entitled to receive during the term hereof in the form of RSUs instead of cash,
subject to the restrictions set forth herein.




          Capitalized terms shall have the meanings assigned to such terms in the attached Appendix I.




II. ADMINISTRATION OF THE PLAN




          The Plan shall be administered by the Compensation Committee, which shall have full power and
authority, subject to the provisions of the Plan, to establish such rules as it may deem
appropriate for proper administration of the Plan, to make all factual determinations (including
the validity of any Participation Election Form), to construe and interpret the provisions of the
Plan and to resolve any and all ambiguities hereunder. Subject to the foregoing, the Chief
Executive Officer of the Corporation and his designee(s) shall be responsible for the day-to-day
management of the Plan.




III. PARTICIPATION AND TERMS OF AWARDS




     A. Eligibility.



          The Compensation Committee shall determine, in its sole discretion, the persons eligible to become
Plan Participants, and may also, in its sole discretion, remove Plan Participants from eligibility
to participate in the Plan.




     B. Participation Election.



          At any time up to 5:00 p.m., Central Time, on an Election Date, any Plan Participant may, but shall
not be required to, elect to participate in the Plan by completing, executing and delivering to the
Chief Executive Officer of the Corporation or his designee(s) a Participation Election Form, a form
of which is attached hereto as Appendix II. Each submitted Participation Election Form, or a
summary of the election set forth thereon, will then be provided to the Compensation Committee.




          The Participation Election Form shall state the percentage of each applicable bonus payment that
the Plan Participant elects to receive in the form of an RSU grant, pursuant to the terms of this
Plan, to be received under the Corporation’s current policies for discretionary bonuses on the next
succeeding Bonus Payment Date; provided, that in no event shall the RSU component of any such
payment be in excess of




 









 







fifty percent (50%) of the Bonus Amount. Any discretionary bonuses will be awarded, if at all,
only in accordance with the then current policies of the Corporation with respect thereto, and
nothing herein or in any Participation Election Form shall confer upon any Plan Participant the
right to receive a bonus payment on a Bonus Payment Date.




     C. Grant of RSUs.



          For each Plan Participant who executes and delivers a Participation Election Form, the Compensation
Committee will grant an award of RSUs to be calculated as follows:





1. The Bonus Amount for that discretionary payment will be multiplied by the RSU
Bonus Percentage, resulting in the RSU Bonus Amount.




2. The RSU Bonus Amount will be multiplied by one-hundred thirty percent (130%),
resulting in the RSU Value.




3. The RSU Value will be divided by the Common Stock Fair Market Value, resulting
in the RSU Share Grant Amount.



          Under no circumstances shall any such award include units representing fractional shares of Common
Stock, and in lieu of any such fractional shares the Plan Participant shall receive the cash value
thereof together with the payment of the cash portion of his or her discretionary bonus payment.




          Upon the grant of an RSU award to a Plan Participant in accordance with the preceding paragraph,
the cash component of such Plan Participant’s discretionary bonus payment on the Bonus Payment Date
shall equal the balance of the Bonus Amount not allocated to the RSU Bonus Amount, plus the cash
value of any fractional share, as described above.




     D. RSU Vestng.



          All RSUs awarded by the Compensation Committee in accordance with Section III.C. above shall vest
in sixteen (16) successive equal quarterly installments over the forty-eight (48) months beginning
on the Bonus Payment Date. In addition, all unvested RSUs of a Plan Participant shall immediately
vest in full upon the termination of such Plan Participant’s employment by the Corporation (or any
Subsidiary employing such person) for any reason other than Cause as well as termination as a
result of death or disability (“disability” meaning the inability of a Plan Participant to engage
in any substantial gainful activity by reason of any medically determinable physical or mental
impairment as determined by the Compensation Committee on the basis of such medical evidence as the
Compensation Committee deems warranted under the circumstances). Except as set forth in the
immediately preceding sentence, the vesting and forfeiture of all RSU awards in connection herewith
shall be as set forth in the Stock Incentive Plan. Nothing herein shall be deemed an amendment to
any term or provision of the Stock Incentive Plan, and in the case of any inconsistency or
disagreement between any term or




 









 







terms of this Section and any term or terms of the Stock Incentive Plan, the term or terms of the Stock Incentive Plan shall control.
Each agreement evidencing an award of RSUs as contemplated hereby shall be in substantially the
form attached hereto as Appendix III (with such changes to thereto as the Compensation Committee
may be necessary or appropriate).




     E. Revocation



          Once a Participation Election Form has been completed and submitted, the election set forth therein
shall become binding and may not be revoked by the Plan Participant.




IV. MISCELLANEOUS




     A. Effective Date and Term of the Plan.



          The Plan shall become effective on June 17, 2008, and shall terminate on the first anniversary
thereof unless terminated earlier by the Compensation Committee or the Board.




     B. Amendment of the Plan.



          The Compensation Committee or the Board shall have complete and exclusive power to amend or modify
the Plan in any and all respects; provided, that in no event may the Board or the Compensation
Committee amend or modify the Plan in a manner requiring approval by the stockholders of the
Corporation without obtaining stockholders’ approval.




     C. No Employment/Service Rights.



          Nothing in the Plan or any Participation Election Form shall confer upon any Plan Participant any
right to continue in employment for any period of specific duration or interfere or otherwise
restrict in any way the rights of the Corporation (or any Subsidiary employing such person) or of
the Plan Participant, which rights are hereby expressly reserved by each, to terminate such
person’s employment at any time for any reason, with or without cause.





 









 








APPENDIX I

DEFINITIONS





The following definitions shall be in effect under the Plan:




A. Bonus Amount means the total dollar amount of a discretionary bonus determined by the
Compensation Committee, if any, on each Bonus Payment Date.




B. Bonus Payment Date means each of the applicable dates on which the Compensation
Committee determines discretionary bonus payments in accordance with the Corporation’s then
current policies for discretionary bonuses, which will be the date on which awards of RSUs
may be granted as contemplated in Section III.C. above. Bonus Payment Dates will be
established by the Compensation Committee following June 30, 2008, for the period from
January 1, 2008 to June 30, 2008, and following December 31, 2008, for the period ending on
December 31, 2008.




C. Board means the board of directors of the Corporation, as such shall be constituted from
time to time.




D. Business Day means a day other than Saturday, Sunday or other day on which the NASDAQ
Stock Market is authorized or required by law to close.




E. Cash Bonus Reduction Amount means the value, in U.S. dollars, by which the Plan
Participant’s discretionary bonus is reduced as a result of the election made by such Plan
Participant on the Participation Election Form. For bonuses that are paid in a currency
other than the U.S. dollar, the dollar value thereof shall be determined using the
conversion rate set forth in the Wall Street Journal on the date five Business Days
immediately preceding the Bonus Payment Date.




F. Cause means (in addition to any definition given such term in any employment agreement
between the Corporation or a Subsidiary, on the one hand, and the Plan Participant, on the
other hand, which definition is incorporated herein by reference with respect to such Plan
Participant): (i) a conviction or plea of nolo contendre by the Plan Participant to a
felony offense or any crime that could have an adverse effect on the Corporation or a
Subsidiary or on the Plan Participant’s job performance; or (ii) the Corporation’s good
faith determination that (a) the Plan Participant has engaged in theft, fraud, embezzlement
or dishonest conduct with respect to any property or funds of the Corporation or a
Subsidiary, or of any vendor, partner, employee or customer of the Corporation or a
Subsidiary, or (b) the Plan Participant has engaged in a significant act of misconduct
which has had an adverse effect on the business, operations, reputation or business
prospects of the Corporation or any Subsidiary.




G. Common Stock means the common stock, par value $0.01 per share, of the Corporation.




H. Common Stock Fair Market Value shall mean the closing sales price of a



 









 







share of the Corporation’s Common Stock on the Stock Exchange on which such stock is traded
on the trading date immediately preceding the Bonus Payment Date.




I. Compensation Committee means the compensation committee of the Board, as such shall be
constituted from time to time.




J. Corporation means Penson Worldwide, Inc., a Delaware corporation.




K. Election Date means the last date on which a Participant may elect to participate in the
Plan, which shall be June 17, 2008, with respect to the Bonus Payment Date during the
summer of 2008, and December 14, 2008, with respect to the Bonus Payment Date during the
winter of 2008/2009.




L. Participation Election Form means the document to be completed and signed by any Plan
Participant choosing to participate in the Plan, a form of which is attached hereto as
Appendix II.




M. Plan means the Corporation’s 2008 Restricted Stock Bonus Incentive Plan.




N. Plan Participant means any employee of the Corporation or any Subsidiary that the
Compensation Committee determines, in its sole and absolute discretion, should be permitted
to participate in the Plan.




O. RSU means restricted stock units awarded pursuant to the Corporation’s Stock Incentive
Plan.




P. RSU Bonus Amount means the dollar amount resulting from multiplying the Bonus Amount by
the RSU Bonus Percentage.




Q. RSU Bonus Percentage means the percentage selected by a Plan Participant as the portion
of a discretionary bonus to be paid in RSUs, as set forth on such Plan Participant’s
Participation Election Form.




R. RSU Share Grant Amount means the number of shares of the Corporation’s Common Stock to
be covered by an RSU grant as part of a discretionary bonus.




S. RSU Value means the dollar amount derived by multiplying the RSU Bonus Amount by
one-hundred thirty percent (130%).




T. Stock Exchange means the NASDAQ Stock Market, the American Stock Exchange or the New
York Stock Exchange.




U. Stock Incentive Plan means the Corporation’s Amended and Restated 2000 Stock Incentive
Plan.




V. Subsidiary means any corporation (other than the Corporation), limited liability
company, partnership or other entity in an unbroken chain of such entities beginning with
the Corporation, provided each such entity (other than the last in such chain) in the
unbroken chain owns, at the time of the determination, stock or



 









 







other equity interests possessing fifty (50) percent or more of the total combined voting
power of all classes of equity interests in one of the other entities in such chain.



 









 





APPENDIX II

U.S. EMPLOYEE PARTICIPATION ELECTION FORM



This Participation Election Form is being submitted by the undersigned in accordance with the 2008
Restricted Stock Bonus Incentive Plan (the “Plan”) of Penson Worldwide, Inc. (the “Corporation”).



Capitalized terms used but not defined herein shall have the meaning set forth in the Plan, a copy
of which has been provided to each Plan Participant. In case of any inconsistency or disagreement
between the term(s) of this Participation Election Form or the Plan, the term(s) of the Plan shall
control.



Plan Participant should complete a separate Participation Election Form for each Bonus Payment to
be received under the Plan.




     Plan Participant and Election Information



Name of Plan Participant:                                         



Bonus Payment Date to which this election applies (circle one):




For Period Ending June 30, 2008

For Period Ending December 31, 2008



RSU Bonus Percentage:                      %. (This is the percentage amount of the referenced discretionary
bonus that the Plan Participant would like the Compensation Committee to pay in the form of an RSU
grant, which may not to exceed fifty percent (50%) of the Bonus Amount, as defined in the Plan.



Tax Withholding: Required tax withholding with respect to delivery of shares of Common Stock upon
each vesting date of RSUs received pursuant to this election shall be paid in cash or the
withholding of shares, as elected below:




     Cash                          Share Withholding                      (check one)


The foregoing election cannot be changed once made with respect to each covered Bonus Payment.



This Agreement, including the Plan, and any agreement between the Corporation and the Plan
Participant with respect to RSUs that may be granted in connection herewith, constitute the entire
agreement between the Plan Participant and the Corporation relating to this subject matter. No
other prior or contemporaneous agreements, promises, representations, covenants, warranties, or any
other undertaking whatsoever respecting such matters shall be deemed in any way to exist or to bind
the Corporation or the Plan Participant. The Plan Participant acknowledges and agrees that he or
she has not executed this Participation Election Form in reliance on any such other agreement,
promise, representation, covenant, warranty, or undertaking.




 









 







By signing and dating below, the Plan Participant acknowledges and agrees that he or she has read
and agrees to the terms of the Plan and this Participation Election Form as set forth above.




Plan Participant




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






 









 






APPENDIX III

FORM OF PENSON WORLDWIDE, INC.

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT




RECITALS




          A. The Board has adopted the Plan for the purpose of retaining the services of selected
Employees and consultants and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).




          B. The Participant is to render valuable services to the Corporation (or a Parent or
Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes
of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to the
Participant under the Stock Issuance Program.




          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the
attached Appendix A.



NOW, THEREFORE, it is hereby agreed as follows:





1. Grant of Restricted Stock Units. The Corporation hereby awards to the
Participant, as of the Award Date, Restricted Stock Units under the Plan. Each
Restricted Stock Unit represents the right to receive one share of Common Stock
following the vesting date of that unit. The number of shares of Common Stock
subject to the awarded Restricted Stock Units, the applicable vesting schedule for
those shares, the dates on which those vested shares shall become issuable to the
Participant and the remaining terms and conditions governing the award (the “Award”)
shall be as set forth in this Agreement.



AWARD SUMMARY




	 	 	 
	Award Date:

	 	                    , 200___
	 
	 	 
	Number of Shares
Subject to Award:

	 	[NUMBER] shares of Common Stock (the “Shares”)
	 
	 	 
	Vesting Schedule:

	 	The Shares shall vest in sixteen (16) successive
equal quarterly installments upon the
Participant’s completion of each three (3)-month
period of Service over the forty-eight (48)
months measured from                     , 200__. However,
one or more Shares may be subject to accelerated
vesting in accordance with the provisions of
Paragraph 5 of this Agreement.






 









 






	 	 	 
	Issuance Schedule

	 	The Shares in which the Participant vests in
accordance with the foregoing Vesting Schedule
will be issuable on such date following vesting
as determined by the Plan Administrator but in no
event later than March 15 of the year following
the year in which the Shares vest. The issuance
of the Shares shall be subject to the
Corporation’s collection of the applicable
Withholding Taxes. The procedures pursuant to
which the applicable Withholding Taxes are to be
collected are set forth in Paragraph 7 of this
Agreement. In no event shall any fractional
shares be issued. Accordingly, the total number
of shares of Common Stock to be issued pursuant
to the Award shall, to the extent necessary, be
rounded down to the next whole share in order to
avoid the issuance of a fractional share.







2. Limited Transferability. Prior to actual receipt of the Shares which
vest hereunder, the Participant may not transfer any interest in the Award or the
underlying Shares. Any Shares which vest hereunder but which otherwise remain
unissued at the time of the Participant’s death may be transferred pursuant to the
provisions of the Participant’s will or the laws of inheritance. The Participant
may also direct the Corporation to issue the stock certificates for any Shares which
in fact vest and become issuable under the Award during his or her lifetime to one
or more designated family members or a trust established for the Participant and/or
his or her family members. The Participant may make such a certificate directive at
any time by filing the appropriate form with the Plan Administrator or its designee.




3. Cessation of Service. Except as set forth in Paragraph 5 below, should
the Participant cease Service for any reason prior to vesting in one or more Shares
subject to this Award, then the Award will be immediately cancelled with respect to
those unvested Shares, and the number of Restricted Stock Units will be reduced
accordingly. The Participant shall thereupon cease to have any right or entitlement
to receive any Shares under those cancelled units.




4. Stockholder Rights. The holder of this Award shall not have any
stockholder rights, including voting or dividend rights, with respect to the Shares
subject to the Award until the Participant becomes the record holder of those Shares
following their actual issuance upon the Corporation’s collection of the applicable
Withholding Taxes.




5. Accelerated Vesting.




a) Change in Control.




(1) Should a Change in Control occur during the Participant’s period
of Service, then this Award shall automatically accelerate in full so
that this each Restricted Stock Units subject to this Award shall,
immediately prior to the consummation of the Change in Control, vest,
and the shares of Common Stock subject to those



 









 







units shall be issued as fully-vested shares.




(2) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.




b) Termination of Employment. Any unvested portion of this Award shall
immediately vest in full upon the termination of the Participant’s
employment by the Corporation (or any Subsidiary employing such person) for
any reason other than Cause as well as termination as a result of death or
disability (“disability” meaning the inability of a Participant to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment as determined by the Compensation Committee of
the Board acting as Plan Administrator on the basis of such medical evidence
as the Compensation Committee deems warranted under the circumstances).




6. Adjustment in Shares. Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, appropriate adjustments shall be
made to the total number and/or class of securities issuable pursuant to this Award
in order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.




7. Collection of Withholding Taxes.




a) Until such time as the Corporation provides the Participant with notice
to the contrary, the Corporation shall collect the federal, state and local
income taxes , as well as the employee portion of the FICA taxes (Social
Security and Medicare) required to be withheld with respect to the issuance
of the vested Shares hereunder either through (i) receipt of cash from the
Participant, either via direct payment or payroll withholding (in the
discretion of the Corporation), or (ii) an automatic Share withholding
procedure pursuant to which the Corporation will withhold, at the time of
such issuance, a portion of the Shares with a Fair Market Value (measured as
of the issuance date) equal to the amount of those taxes (the “Share
Withholding Method”), as elected by the Participant; provided, however, that
the amount of any such tax withholding shall not exceed the amount necessary
to satisfy the Corporation’s required tax withholding obligations using the
minimum statutory withholding rates for federal and state tax purposes that
are applicable to supplemental taxable income. The Participant shall be
notified in writing in the event such Share Withholding Method is no longer
available.



 









 






b) Should any Shares be issued at a time when the Share Withholding Method
is not available, or should Participant elect the option first listed below,
then the federal, state and local income taxes required to be withheld with
respect to those Shares shall be collected from the Participant through the
Participant’s delivery of his or her separate check payable to the
Corporation or consent to payroll withholding in the amount of such
Withholding Taxes (in the discretion of the Corporation).




8. Compliance with Laws and Regulations. The issuance of shares of Common
Stock pursuant to the Award shall be subject to compliance by the Corporation and
the Participant with all applicable requirements of law relating thereto and with
all applicable regulations of any Stock Exchange on which the Common Stock may be
listed for trading at the time of such issuance.




9. Notices. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the
Corporation at its principal corporate offices. Except to the extent electronic
notice is expressly authorized hereunder, any notice required to be given or
delivered to the Participant shall be in writing and addressed to the Participant at
the address indicated below the Participant’s signature line on this Agreement. All
notices shall be deemed effective upon personal delivery or electronic delivery to
the extent authorized hereunder or upon deposit in the U.S. mail, postage prepaid
and properly addressed to the party to be notified.




10. Successors and Assigns. Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the Corporation and its successors and assigns and the Participant,
the Participant’s assigns, the legal representatives, heirs and legatees of the
Participant’s estate and any beneficiaries of the Award designated by the
Participant.




11. Construction. This Agreement and the Award evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject to
the terms of the Plan. All decisions of the Plan Administrator with respect to any
question or issue arising under the Plan or this Agreement shall be conclusive and
binding on all persons having an interest in the Award.




12. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Texas without resort to that
State’s conflict-of-laws rules.




13. Employment at Will. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights of
the Corporation (or any Parent or Subsidiary employing or retaining the Participant)
or of the Participant, which rights are hereby expressly reserved by each, to



 









 







terminate the Participant’s Service at any time for any reason, with or without
cause.



          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated
above.




	 	 	 	 	 
	 	PENSON WORLDWIDE, INC.

 	 
	 	By:	 	 
	 	 	Title:	 	 






	 	 	 	 	 
	 	[NAME]	 
	 	 	 
	 	Signature:	 	 
	 	Address:	 	 
	 	 	 	 



 









 






	 	 	 	 	 



APPENDIX A

DEFINITIONS




          The following definitions shall be in effect under the Agreement:



A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.



B. Award shall mean the award of restricted stock units made to the Participant pursuant to
the terms of this Agreement.



C. Award Date shall mean the date the restricted stock units are awarded to the Participant
pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement.



D. Board shall mean the Corporation’s Board of Directors.



E. Cause shall have the meaning given such term in the Corporation’s 2008 Restricted Stock
Bonus Incentive Plan.



F. Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:





	 	(i)	 	a merger, consolidation or reorganization approved by the Corporation’s
stockholders, unless securities representing more than fifty percent (50%) of the total
combined voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and substantially in
the same proportion, by the persons who beneficially owned the Corporation’s
outstanding voting securities immediately prior to such transaction,
	 
	 	(ii)	 	any stockholder-approved transfer or other disposition of all or substantially
all of the Corporation’s assets, or
	 
	 	(iii)	 	the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation), of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the Corporation’s
outstanding securities pursuant to a tender or exchange offer made directly to the
Corporation’s stockholders which the Board recommends such stockholders to accept.




G. Code shall mean the Internal Revenue Code of 1986, as amended.



H. Common Stock shall mean shares of the Corporation’s common stock.



I. Corporation shall mean Penson Worldwide, Inc., a Delaware corporation, and any successor
corporation to all or substantially all of the assets or voting stock of Penson


 









 






 Worldwide, Inc. which shall by appropriate action adopt the Plan.



J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as to both the work to
be performed and the manner and method of performance.



K. Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:





	 	(i)	 	If the Common Stock is at the time traded on a Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock at the close
of regular hours trading (i.e., before after-hours trading begins) on the Stock
Exchange on the date in question, as such price is reported by the Stock Exchange. If
there is no closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last preceding date for
which such quotation exists.
	 
	 	(ii)	 	If the Common Stock is not at the time listed on any Stock Exchange, then the
Fair Market Value shall be determined by the Plan Administrator after taking into
account such factors as the Plan Administrator shall deem appropriate.




L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.



M. Participant shall mean the person to whom the Award is made pursuant to the Agreement.



N. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.



O. Plan shall mean the Corporation’s 2008 Restricted Stock Bonus Incentive Plan, as amended
and restated.



P. Plan Administrator shall mean either the Board or a committee of the Board acting in its
capacity as administrator of the Plan.



Q. Service shall mean the Participant’s performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of
directors or a consultant or independent advisor. For purposes of this Agreement, the Participant
shall be deemed to cease Service immediately upon the occurrence of the either of the following
events: (i) the Participant no longer performs services in any of the foregoing capacities for the
Corporation (or any Parent or Subsidiary) or (ii) the entity for which the Participant performs
such services ceases to remain a Parent or Subsidiary of the Corporation, even though the
Participant may


 









 






 subsequently continue to perform services for that entity.



R. Stock Exchange shall mean the NASDAQ Stock Market, the American Stock Exchange or the
New York Stock Exchange.



S. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.



T. Withholding Taxes shall mean (i) the employee portion of the federal, state and local
employment taxes required to be withheld by the Corporation in connection with the vesting of the
shares of Common Stock under the Award and (ii) the federal, state and local income taxes required
to be withheld by the Corporation in connection with the issuance of those vested shares.