exv10w1



 





Exhibit 10.1




CIRRUS LOGIC, INC.




1996 STOCK PLAN




(Amended and Restated as of December 4, 2007)




     1. Purposes of the Plan. The purposes of this Stock Plan are:




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility,
	 
	 	•	 	to provide additional incentive to Employees and Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





     Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options,
as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted
under the Plan.



     2. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or any of its Committees as shall be administering
the Plan, in accordance with Section 4 of the Plan.




          (b) “Applicable Laws” means the legal requirements relating to the administration of
stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the
Code and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase
Rights will be or are being granted under the Plan.




          (c) “Board” means the Board of Directors of the Company.




          (d) “Code” means the Internal Revenue Code of 1986, as amended.




          (e) “Committee” means a Committee appointed by the Board in accordance with Section 4
of the Plan.




          (f) “Common Stock” means the Common Stock of the Company.




          (g) “Company” means Cirrus Logic, Inc., a Delaware corporation.




          (h) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services and who is compensated for such services. The term
“Consultant” shall not include Directors who are paid only a director’s fee by the Company or who
are not compensated by the Company for their services as Directors.




 









 








          (i) “Continuous Status as an Employee or Consultant” means that the employment or
consulting relationship with the Company, any Parent, or Subsidiary, is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in
the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary, or any successor. A leave of
absence approved by the Company shall include sick leave, military leave, or any other personal
leave approved by an authorized representative of the Company. For purposes of Incentive Stock
Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option.




          (j) “Director” means a member of the Board.




          (k) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.




          (l) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient to constitute “employment” by the Company.




          (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system for the day of
determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable;



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.



          (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.




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          (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




          (q) “Notice of Grant” means a written notice evidencing certain terms and conditions
of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option
Agreement.




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




          (s) “Option” means a stock option granted pursuant to the Plan.




          (t) “Option Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.




          (u) “Option Exchange Program” shall mean a program approved by the Administrator
whereby outstanding Options are canceled at a time when the exercise price thereof may be equal to,
greater than or less than the Fair Market Value of the Common Stock in exchange for other Options
(or stock options granted pursuant to a plan of a Parent or Subsidiary of the Company), whether or
not such other Options or stock options are delivered simultaneously with the cancellation and
whether or not the cancellation is voluntary on the part of the Optionee (or any action that has
the same effect as the foregoing).




          (v) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase
Right.




          (w) “Optionee” means an Employee or Consultant who holds an outstanding Option or
Stock Purchase Right.




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




          (y) “Plan” means this 1996 Stock Option Plan.




          (z) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of
Stock Purchase Rights under Section 11 below.




          (aa) “Restricted Stock Purchase Agreement” means a written agreement between the
Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a
Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the Notice of Grant.




          (bb) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.




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          (cc) “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as
amended.




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




          (ee) “Stock Purchase Right” means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.




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




     3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the maximum aggregate number of Shares which may be optioned and sold under the Plan is 15,300,000
Shares. Such authorized share reserve includes the 2,500,000 shares initially reserved under the
Plan authorized by the Board May 21, 1996 and approved by the stockholders August 1, 1996, plus (i)
an increase of an additional 2,000,000 shares, of which 1,000,000 shares were authorized by the
Board March 19, 1997 and 1,000,000 shares were authorized by the Board May 28, 1997, and which
increases were approved by the stockholders July 31, 1997 (the “1997 Increase”), (ii) an increase
of an additional 2,000,000 shares authorized by the Board April 1, 1998 and approved by the
stockholders July 21, 1998 (the “1998 Increase”), (iii) an increase of an additional 2,000,000
shares authorized by the Board April 1, 1999 and approved by the stockholders July 29, 1999 (the
“1999 Increase”), (iv) an increase of an additional 3,500,000 shares authorized by the Board July
27, 2000 and approved by the stockholders September 28, 2000 (the “2000 Increase”), and (v) an
increase of an additional 3,300,000 shares authorized by the Board April 25, 2001 and approved by
the stockholders July 25, 2001 (the “2001 Increase”). The Shares may be authorized, but unissued,
or reacquired Common Stock.



          If an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan, whether upon exercise of an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, and the original purchaser of such Shares did not receive
any benefits of ownership of such Shares, such Shares shall become available for future grant under
the Plan. For purposes of the preceding sentence, voting rights shall not be considered a benefit
of Share ownership.




     4. Administration of the Plan.



          (a) Procedure.




               (i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be
administered by different bodies with respect to Directors, Officers who are not Directors, and
Employees who are neither Directors nor Officers.



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               (ii) Administration With Respect to Directors and Officers Subject to Section 16(b).
With respect to Option or Stock Purchase Right grants made to Employees who are also Officers or
Directors subject to Section 16(b) of the Exchange Act, the Plan shall be administered by (A) the
Board, if the Board may administer the Plan in a manner complying with the rules under Rule 16b-3
relating to the disinterested administration of employee benefit plans under which Section 16(b)
exempt discretionary grants and awards of equity securities are to be made, or (B) a committee
designated by the Board to administer the Plan, which committee shall be constituted to comply with
the rules under Rule 16b-3 relating to the disinterested administration of employee benefit plans
under which Section 16(b) exempt discretionary grants and awards of equity securities are to be
made. Once appointed, such Committee shall continue to serve in its designated capacity until
otherwise directed by the Board. From time to time the Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules under Rule 16b-3 relating to
the disinterested administration of employee benefit plans under which Section 16(b) exempt
discretionary grants and awards of equity securities are to be made.



               (iii) Administration With Respect to Other Persons. With respect to Option or Stock
Purchase Right grants made to Employees or Consultants who are neither Directors nor Officers of
the Company, the Plan shall be administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable Laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise directed by the Board. The Board
may increase the size of the Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however caused), and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws.



          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the
case of a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:




               (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(n) of
the Plan;



               (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights may be
granted hereunder;



               (iii) to determine whether and to what extent Options and Stock Purchase Rights or any
combination thereof, are granted hereunder;



               (iv) to determine the number of shares of Common Stock to be covered by each Option and Stock
Purchase Right granted hereunder;



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



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               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any award granted hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or Stock Purchase Right or the shares of
Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;



               (vii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;



               (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for preferred
tax treatment under foreign tax laws;



               (ix) to modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of the
Plan), including the discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan;



               (x) to implement an Option Exchange Program on such terms and conditions as the Administrator
in its discretion deems appropriate, provided that no amendment or adjustment to an Option that
would materially and adversely affect the rights of any Optionee shall be made without the prior
written consent of the Optionee;



               (xi) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Option or Stock Purchase Right previously granted by the Administrator;



               (xii) to determine the terms and restrictions applicable to Options and Stock Purchase Rights
and any Restricted Stock; and



               (xiii) to make all other determinations deemed necessary or advisable for administering the
Plan.



          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations shall be final and binding on all Optionees and any other holders of Options or
Stock Purchase Rights.




     5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Employees and Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option or Stock Purchase
Right may be granted additional Options or Stock Purchase Rights.



     6. Limitations.



          (a) Each Option shall be designated in the written option agreement as either an Incentive
Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to
which Incentive




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Stock Options are exercisable for the first time by the Optionee during any
calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.




          (b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any
right with respect to continuing the Optionee’s employment or consulting relationship with the
Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to
terminate such employment or consulting relationship at any time, with or without cause.




          (c) The following limitations shall apply to grants of Options to Employees:




               (i) No Employee shall be granted, in any fiscal year of the Company, Options to purchase more
than 400,000 Shares.



               (ii) In connection with his or her initial employment, an Employee may be granted Options to
purchase up to an additional 800,000 Shares which shall not count against the limit set forth in
subsection (i) above.



               (iii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 13.



               (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted
(other than in connection with a transaction described in Section 13), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above.



     7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective
upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 19 of the Plan. It shall continue in effect for a term of ten (10)
years unless terminated earlier under Section 15 of the Plan.



     8. Term of Option. The term of each Option shall be stated in the Notice of Grant;
provided, however, that in the case of an Incentive Stock Option, the term shall be ten
(10) years from the date of grant or such shorter term as may be provided in the Notice of Grant.



     9. Option Exercise Price and Consideration.



          (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the date
of grant.




          (b) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. In so doing, the
Administrator may specify that an Option may not be exercised until either the completion of a
service period or the achievement of performance criteria with respect to the Company or the
Optionee.




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          (c) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:




               (i) cash;



               (ii) check;



               (iii) promissory note;



               (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;



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



               (vi) a reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored deferred
compensation program or arrangement;



               (vii) any combination of the foregoing methods of payment; or



               (viii) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws.



     10. Exercise of Option.



          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option Agreement.




               (i) An Option may not be exercised for a fraction of a Share.



               (ii) An Option shall be deemed exercised when the Company receives: (i) written notice of
exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment
may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the stock certificate evidencing such Shares is issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue



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(or cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan.



               (iii) Exercising an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.



          (b) Termination of Employment or Consulting Relationship. Upon termination of an
Optionee’s Continuous Status as an Employee or Consultant, other than upon the Optionee’s death or
Disability, the Optionee may exercise his or her Option within such period of time as is specified
in the Notice of Grant to the extent that he or she is entitled to exercise it on the date of
termination (but in no event later than the expiration of the term of such Option as set forth in
the Notice of Grant). In the absence of a specified time in the Notice of Grant, the Option shall
remain exercisable for three (3) months following the Optionee’s termination. Notwithstanding the
above, in the event the Company is involved in a merger as a result of which Optionees are
precluded from selling shares of the acquiring company until the publication of financial results
covering post-merger combined operations (“Pooling Restrictions”), options held by Optionees
subject to such Pooling Restrictions (including options that are assumed or substituted pursuant to
Section 13(c)) shall remain exercisable until five (5) business days after the expiration of such
Pooling Restrictions (but not beyond the original term of the Option) notwithstanding an earlier
termination of such Optionee’s Continuous Status as an Employee or Consultant. If, on the date of
termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered
by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan.




          Notwithstanding the above, in the event of an Optionee’s change in status from Consultant to
Employee or Employee to Consultant, the Optionee’s Continuous Status as an Employee or Consultant
shall not automatically terminate solely as a result of such change in status. In such event, an
Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option three months and one day
following such change of status.




          (c) Disability of Optionee. Upon termination of an Optionee’s Continuous Status as an
Employee or Consultant as a result of the Optionee’s Disability, the Optionee may exercise his or
her Option at any time within twelve (12) months (or such other period of time as is determined by
the Administrator) from the date of termination, but only to the extent that the Optionee is
entitled to exercise it on the date of termination (and in no event later than the expiration of
the term of the Option as set forth in the Notice of Grant). If, on the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee
does not exercise his or her Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.




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          (d) Death of Optionee. In the event of the death of an Optionee, the Option may be
exercised at any time within twelve (12) months (or such other period of time as is determined by
the Administrator) following the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
that the Optionee was entitled to exercise the Option at the date of death. If, at the time of
death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by
the unexercisable portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee’s estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.




          (e) Rule 16b-3. Options granted to individuals subject to Section 16 of the Exchange
Act (“Insiders”) must comply with the applicable provisions of Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.




     11. Stock Purchase Rights.



          (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing, by means of a Notice of Grant, of the terms, conditions and
restrictions related to the offer, including the number of Shares that the offeree shall be
entitled to purchase, the price to be paid, and the time within which the offeree must accept such
offer, which shall in no event exceed ninety (90) days from the date upon which the Administrator
made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution
of a Restricted Stock Purchase Agreement in the form determined by the Administrator. The
aggregate number of Shares subject to grants of Stock Purchase Rights shall not exceed ten percent
(10%) of the Shares subject to the Plan pursuant to Section 3.




          (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser’s employment with the Company for any reason (including
death or Disability); provided that the minimum period of employment over which any such Company
repurchase option lapses shall not be less than three (3) years. The purchase price for Shares
repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by
the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company.
The repurchase option shall lapse at a rate determined by the Administrator.




          (c) Rule 16b-3. Stock Purchase Rights granted to Insiders, and Shares purchased by
Insiders in connection with Stock Purchase Rights, shall be subject to any restrictions applicable
thereto in compliance with Rule 16b-3. An Insider may only purchase Shares pursuant to the grant
of a Stock Purchase Right, and may only sell Shares purchased pursuant to the grant of a Stock
Purchase Right, during such time or times as are permitted by Rule 16b-3.




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          (d) Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.




          (e) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder
when his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the
Plan.




          (f) Issuance of Shares. As soon as possible after full payment of the purchase price
as provided herein, the Shares purchased shall be duly issued. In accordance with any applicable
administrative guidelines it establishes, the Committee shall withhold from any payment of Shares
due as a result of a grant of Options or Stock Purchase Rights the minimum amount of federal, state
and other taxes required by law to be withheld from such grant, unless the Optionee pays such
minimum withholding amount in cash or by delivering to the Company Shares having a Fair Market
Value, as determined by the Committee, equal to such minimum withholding amount, or a combination
of cash and Shares having an aggregate value equal to such minimum withholding amount.




          (g) Shares Available Under the Plan. Exercise of a Stock Purchase Right in any manner
shall result in a decrease in the number of Shares that thereafter shall be available for
reissuance under the Plan.




     12. Non-Transferability of Options and Stock Purchase Rights. An Option or Stock
Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee.



     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.



          (a) Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any




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class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option or Stock Purchase Right
until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the
extent it has not been previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.




          (c) Merger or Asset Sale. In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the Company, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation, or
in the event that the successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall have the right to exercise the Option or Stock Purchase Right as
to all of the Optioned Stock, including Shares as to which it would not otherwise be exercisable.
If an Option or Stock Purchase Right is exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option or
Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered
assumed if, following the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or sale of assets was
not solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.




     14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be,
for all purposes, the date on which the Administrator makes the determination granting such Option
or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Optionee within a reasonable time after the date of
such grant.



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     15. Amendment and Termination of the Plan.



          (a) Amendment and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.




          (b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Rule 16b-3 or with Sections 162(m)
or 422 of the Code (or any successor rule or statute or other applicable law, rule or regulation,
including the requirements of any exchange or quotation system on which the Common Stock is listed
or quoted). Such shareholder approval, if required, shall be obtained in such a manner and to such
a degree as is required by the applicable law, rule or regulation.




          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.




          (d) Plan Amendments. The Plan was amended in order to approve the 1997 Increase, the
1998 Increase, the 1999 Increase, the 2000 Increase, and the 2001 Increase, respectively, and this
restatement incorporates such amendments.




     16. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the
issuance and delivery of such Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or
quotation system upon which the Shares may then be listed or quoted, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.




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




     17. Liability of Company.



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




          (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Option or
Stock Purchase Right exceeds, as of the date of grant, the number of Shares which may be issued under the Plan without additional shareholder approval, such Option or Stock Purchase



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Right shall be void with respect to such excess Optioned Stock, unless shareholder approval of an
amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in
accordance with Section 15(b) of the Plan.




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



     19. Shareholder Approval. Continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date the Plan is adopted.
Such shareholder approval shall be obtained in the manner and to the degree required under
applicable federal and state law.




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