Ex-10.26 Harris Stratex Networks, Inc. 2007 Stock



 





EXHIBIT 10.26




HARRIS STRATEX NETWORKS, INC.




2007 STOCK EQUITY PLAN










 



 




	 	 	 	 	 	 	 
	1.

	 	Purpose
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	Term of the Plan
	 	 	5	 
	 
	 	 	 	 	 	 
	4.

	 	Stock Subject to the Plan
	 	 	5	 
	 
	 	 	 	 	 	 
	5.

	 	Administration
	 	 	5	 
	 
	 	 	 	 	 	 
	6.

	 	Authorization of Grants
	 	 	6	 
	 
	 	 	 	 	 	 
	7.

	 	Specific Terms of Awards
	 	 	7	 
	 
	 	 	 	 	 	 
	8.

	 	Adjustment Provisions
	 	 	12	 
	 
	 	 	 	 	 	 
	9.

	 	Change of Control
	 	 	14	 
	 
	 	 	 	 	 	 
	10.

	 	Settlement of Awards
	 	 	14	 
	 
	 	 	 	 	 	 
	11.

	 	Reservation of Stock
	 	 	16	 
	 
	 	 	 	 	 	 
	12.

	 	Limitation of Rights in Stock; No Special Service Rights
	 	 	16	 
	 
	 	 	 	 	 	 
	13.

	 	Unfunded Status of Plan
	 	 	17	 
	 
	 	 	 	 	 	 
	14.

	 	Nonexclusivity of the Plan
	 	 	17	 
	 
	 	 	 	 	 	 
	15.

	 	Termination and Amendment of the Plan
	 	 	17	 
	 
	 	 	 	 	 	 
	16.

	 	Notices and Other Communications
	 	 	18	 
	 
	 	 	 	 	 	 
	17.

	 	Severability
	 	 	18	 
	 
	 	 	 	 	 	 
	18.

	 	Governing Law
	 	 	18	 












 



 


HARRIS STRATEX NETWORKS, INC.




2007 Stock Equity Plan




1. Purpose




     This Plan is intended to encourage ownership of Stock by employees, consultants and directors
of the Company and its Affiliates and to provide additional incentive for them to promote the
success of the Company’s business through the grant of Awards of or pertaining to shares of the
Company’s Stock. The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code, but not all Awards are required to be Incentive Options.



2. Definitions




     As used in this Plan, the following terms shall have the following meanings:



     2.1. Accelerate, Accelerated, and Acceleration, means: (a) when used
with respect to an Option or Stock Appreciation Right, that as of the time of reference the Option
or Stock Appreciation Right will become exercisable with respect to some or all of the shares of
Stock for which it was not then otherwise exercisable by its terms; (b) when used with respect to
Restricted Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the
Stock or Units shall expire with respect to some or all of the shares of Restricted Stock or Units
then still otherwise subject to the Risk of Forfeiture; and (c) when used with respect to
Performance Units, that the applicable Performance Goals shall be deemed to have been met as to
some or all of the Units.



     2.2. Acquisition means a merger or consolidation of the Company into another person
(i.e., which merger or consolidation the Company does not survive) or the sale, transfer, or other
disposition of all or substantially all of the Company’s assets to one or more other persons in a
single transaction or series of related transactions.



     2.3. Affiliate means any corporation, partnership, limited liability company, business
trust, or other entity controlling, controlled by or under common control with the Company.



     2.4. Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation
Rights, Performance Units, Restricted Stock, Restricted Stock Units, or Stock Grants.



     2.5. Award Agreement means an agreement between the Company and the recipient
of an Award, setting forth the terms and conditions of the Award.



     2.6. Board means the Company’s Board of Directors.



     2.7. Change of Control means the occurrence of any of the following unless both (i)
immediately prior to such occurrence Harris Corporation (“Harris”) owns more than 30% of the total
combined voting power of the Company’s outstanding securities and (ii) immediately after such
occurrence (and the exercise or lapse of any rights triggered by such occurrence) Harris owns a
majority of such total combined voting power of the outstanding capital stock of the Company:









 



 


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          (a) any merger, consolidation, share exchange or Acquisition, unless immediately following
such merger, consolidation, share exchange or Acquisition at least 50% of the total voting power
(in respect of the election of directors, or similar officials in the case of an entity other than
a corporation) of (i) the entity resulting from such merger, consolidation or share exchange, or
the entity which has acquired all or substantially all of the assets of the Company (in the case of
an asset sale that satisfies the criteria of an Acquisition) (in either case, the “Surviving
Entity”), or (ii) if applicable, the ultimate parent entity that directly or indirectly has
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of the total voting power (in respect of the election of directors, or similar officials in
the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”) is
represented by Company securities that were outstanding immediately prior to such merger,
consolidation, share exchange or Acquisition (or, if applicable, is represented by shares into
which such Company securities were converted pursuant to such merger, consolidation, share exchange
or Acquisition), or



          (b) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended and in effect from time to time) directly or indirectly acquires
beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3
promulgated under the said Exchange Act), other than through a merger, consolidation, share
exchange or Acquisition, of securities possessing more than 30% of the total combined voting power
of the Company’s outstanding securities other than (i) Harris, provided that this exclusion of
Harris shall no longer apply after such time, if any, as Harris beneficially owns less than 30% of
such total voting power, (ii) an employee benefit plan of the Company or any of its Affiliates
(other than Harris), (iii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its Affiliates (other than Harris), or (iv) an underwriter
temporarily holding securities pursuant to an offering of such securities, or





          (c) over a period of 36 consecutive months or less, there is a change in the composition of
the Board such that a majority of the Board members (rounded up to the next whole number, if a
fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be
composed of individuals each of whom meet one of the following criteria: (i) have been a Board
member continuously since the adoption of this Plan or the beginning of such 36 month period, (ii)
have been appointed by Harris Corporation, or (iii) have been elected or nominated during such 36
month period by at least a majority of the Board members that (x) belong to the same class of
director as such Board member and (y) satisfied the criteria of this subsection (c) when they were
elected or nominated, or




          (d) a majority of the Board determines that a Change of Control has occurred.




     2.8. Code means the Internal Revenue Code of 1986, as amended from time to time, or
any successor statute thereto, and any regulations issued from time to time thereunder.



     2.9. Committee means the Compensation Committee of the Board, or such other committee
of the Board to which such authority may be granted from time to time, which in general is
responsible for the administration of the Plan, as provided in Section 5 of the Plan. For any
period during which no such committee is in existence “Committee” shall mean the Board and all
authority and responsibility assigned to the Committee under the Plan shall be exercised, if at
all, by the Board.









 



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     2.10. Company means Harris Stratex Networks, Inc., a corporation organized under the
laws of the Delaware.



     2.11. Covered Employee means an employee who is a “covered employee” within the meaning of
Section 162(m) of the Code.



     2.12.
Grant Date means the date as of which an Award is granted, as determined
under Section 7.1(a).



     2.13.
Incentive Option means an Option which by its terms is to be treated as
an “incentive stock option” within the meaning of Section 422 of the Code.



     2.14.
Market Value means the value of a share of Stock on a particular date
determined by such methods or procedures as may be established by the Committee. Unless otherwise
determined by the Committee, the Market Value of Stock as of any date is the closing price for the
Stock as reported on the NASDAQ Global Market (or on any other national securities exchange on
which the Stock is then listed) for that date or, if no closing price is reported for that date,
the closing price on the next preceding date for which a closing price was reported.



     2.15.
Nonstatutory Option means any Option that is not an Incentive Option.



     2.16. Option means an option to purchase shares of Stock.



     2.17. Optionee means a Participant to whom an Option shall have been granted under the
Plan.



     2.18. Participant means any holder of an outstanding Award under the Plan.



     2.19. Performance Criteria means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a Performance Period.
The Performance Criteria used to establish Performance Goals are limited to: (i) cash flow (before
or after dividends), (ii) earnings per share (including, without limitation, earnings before
interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v)
stockholder return or total stockholder return, (vi) return on capital (including, without
limitation, return on total capital or return on invested capital), (vii) return on investment,
(viii) return on assets or net assets, (ix) market capitalization, (x) economic value added, (xi)
debt leverage (debt to capital), (xii) revenue, (xiii) sales or net sales, (xiv) backlog, (xv)
income, pre-tax income or net income, (xvi) operating income or pre-tax profit, (xvii) operating
profit, net operating profit or economic profit, (xviii) gross margin, operating margin or profit
margin, (xix) return on operating revenue or return on operating assets, (xx) cash from operations,
(xxi) operating ratio, (xxii) operating revenue, (xxiii) market share improvement, (xxiv) general
and administrative expenses or (xxv) customer service.



     2.20. Performance Goals means, for a Performance Period, the written goal or goals established
by the Committee for the Performance Period based upon the Performance Criteria. The Performance
Goals may be expressed in terms of overall Company performance or the performance of a division,
business unit, subsidiary, or an individual, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or Affiliate, either
individually, alternatively or in any combination, and measured either quarterly, annually or
cumulatively over a period of years, on an absolute basis or relative to a









 



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pre-established target, to previous years’ results or to a designated comparison group, in
each case as specified by the Committee. The Committee will, in the manner and within the time
prescribed by Section 162(m) of the Code in the case of Qualified Performance-Based Awards,
objectively define the manner of calculating the Performance Goal or Goals it selects to use for
such Performance Period for such Participant. To the extent consistent with Section 162(m) of the
Code, the Committee may appropriately adjust any evaluation of performance against a Performance
Goal to exclude any of the following events that occurs during a performance period: (i) asset
write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax
law, accounting principles or other such laws or provisions affecting reported results, (iv)
accruals for reorganization and restructuring programs and (v) any extraordinary, unusual,
non-recurring or non-comparable items (A) as described in Accounting Principles Board Opinion No.
30, (B) as described in management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s Annual Report to stockholders for the applicable year, or (C)
publicly announced by the Company in a press release or conference call relating to the Company’s
results of operations or financial condition for a completed quarterly or annual fiscal period.




     2.21. Performance Period means the one or more periods of time, which may be of varying and
overlapping durations, selected by the Committee, over which the attainment of one or more
Performance Goals will be measured for purposes of determining a Participant’s right to, and the
payment of, a Performance Unit.



     2.22. Performance Unit means a right granted to a Participant under Section 7.5, to receive
cash, Stock or other Awards, the payment of which is contingent on achieving Performance Goals
established by the Committee.



     2.23. Plan means this 2007 Stock Equity Plan of the Company, as amended from time to
time, and including any attachments or addenda hereto.



     2.24. Qualified Performance-Based Awards means Awards intended to qualify as
“performance-based compensation” under Section 162(m) of the Code.



     2.25. Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a
Risk of Forfeiture.



     2.26. Restricted Stock Units means rights to receive shares of Stock at the close of a
Restriction Period, subject to a Risk of Forfeiture.



     2.27. Restriction Period means the period of time, established by the Committee in connection
with an Award of Restricted Stock or Restricted Stock Units, during which the shares of Restricted
Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.



     2.28. Risk of Forfeiture means a limitation on the right of the Participant to retain
Restricted Stock or Restricted Stock Units, including a right in the Company to reacquire shares of
Restricted Stock at less than their then Market Value, arising because of the occurrence or
non-occurrence of specified events or conditions.



     2.29. Stock means Class A common stock, par value $0.01 per share, of the Company, and
such other securities as may be substituted for Stock pursuant to Section 8.









 



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     2.30. Stock Appreciation Right means a right to receive any excess in the Market Value of
shares of Stock (except as otherwise provided in Section 7.2(c)) over a specified exercise price.



     2.31. Stock Grant means the grant of shares of Stock not subject to restrictions or other
forfeiture conditions.



     2.32.
Ten Percent Owner means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (or any parent or subsidiary
corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code).
Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the
facts existing immediately prior to the Grant Date of the Option.



3. Term of the Plan




     Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under
this Plan at any time in the period commencing on the date of approval of the Plan by the Board and
ending immediately prior to the seventh anniversary of the earlier of the adoption of the Plan by
the Board or approval of the Plan by the Company’s stockholders. Awards granted pursuant to the
Plan within that period shall not expire solely by reason of the termination of the Plan. Awards
of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned
upon such approval, but in the event of the failure of the stockholders to approve the Plan shall
thereafter and for all purposes be deemed to constitute Nonstatutory Options.



4. Stock Subject to the Plan




     At no time shall the number of shares of Stock issued pursuant to or subject to outstanding
Awards granted under the Plan (including pursuant to Incentive Options), nor the number of shares
of Stock issued pursuant to Incentive Options, exceed 5,000,000 shares of Stock, subject,
however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing
limitation, (a) if any Option or Stock Appreciation Right expires, terminates, or is cancelled for
any reason without having been exercised in full, or if any other Award is forfeited by the
recipient or repurchased at less than its Market Value, the shares not purchased by the Optionee or
which are forfeited by the recipient or repurchased shall again be available for Awards to be
granted under the Plan and (b) if any Option is exercised by delivering previously owned shares in
payment of the exercise price therefor, only the net number of shares, that is, the number of
shares issued minus the number received by the Company in payment of the exercise price, shall be
considered to have been issued pursuant to an Award granted under the Plan. In addition,
settlement of any Award shall not count against the foregoing limitations except to the extent
settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized
but unissued shares or shares held by the Company in its treasury.



5. Administration




     The Plan shall be administered by the Committee; provided, however, that at any time and on
any one or more occasions the Board may itself exercise any of the powers and responsibilities
assigned the Committee under the Plan and when so acting shall have the benefit of all of the
provisions of the Plan pertaining to the Committee’s exercise of its authorities









 



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hereunder and provided further, however, that the Committee may delegate to an executive
officer or officers the authority to grant Awards hereunder to employees who are not officers, and
to consultants, in accordance with such guidelines as the Committee shall set forth at any time or
from time to time. Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the employee,
consultant or director to receive the Award and the form of Award. In making such determinations,
the Committee may take into account the nature of the services rendered by the respective
employees, consultants, and directors, their present and potential contributions to the success of
the Company and its Affiliates, and such other factors as the Committee in its discretion shall
deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to
it, to determine the terms and provisions of the respective Award Agreements (which need not be
identical), and to make all other determinations necessary or advisable for the administration of
the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan
shall be final, binding and conclusive on all persons having or claiming any interest under the
Plan or an Award made pursuant hereto.




6. Authorization of Grants




     6.1. Eligibility. The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with any other Awards,
to any employee of or consultant to one or more of the Company and its Affiliates or to
non-employee member of the Board or of any board of directors (or similar governing authority) of
any Affiliate. However, only employees of the Company, and of any parent or subsidiary corporations
of the Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall be eligible
for the grant of an Incentive Option. Further, in no event shall the number of shares of Stock
covered by Options or other Awards granted to any one person in any one calendar year exceed 10% of
the aggregate number of shares of Stock subject to the Plan.



     6.2. General Terms of Awards. Each grant of an Award shall be subject to all applicable terms
and conditions of the Plan (including but not limited to any specific terms and conditions
applicable to that type of Award set out in the following Section), and such other terms and
conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. No
prospective Participant shall have any rights with respect to an Award, unless and until such
Participant shall have complied with the applicable terms and conditions of such Award (including
if applicable delivering a fully executed copy of any agreement evidencing an Award to the
Company).



     6.3. Effect of Termination of Employment, Etc. Unless the Committee shall provide otherwise
with respect to any Award, if the Participant’s employment or other association with the Company
and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to
be an Affiliate, (a) any outstanding Option or SAR of the Participant shall cease to be exercisable
in any respect not later than 3 months following that event and, for the period it remains
exercisable following that event, shall be exercisable only to the extent exercisable at the date
of that event, and (b) any other outstanding Award of the Participant shall be forfeited or
otherwise subject to return to or repurchase by the Company on the terms specified in the
applicable Award Agreement. Military or sick leave or other bona fide leave shall not be deemed a
termination of employment or other association, provided that it does not exceed the
longer of three (3) months or the period during which the absent Participant’s reemployment
rights, if any, are guaranteed by statute or by contract.









 



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     6.4. Non-Transferability of Awards. Except as otherwise provided in this Section 6.4, Awards
shall not be transferable, and no Award or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution. All of a Participant’s rights in any Award may be exercised during the life of the
Participant only by the Participant or the Participant’s legal representative. However, the
Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted
Stock, provide that such Award may be transferred by the recipient to a family member; provided,
however, that any such transfer is without payment of any consideration whatsoever and that no
transfer shall be valid unless first approved by the Committee, acting in its sole discretion. For
this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the
employee’s household (other than a tenant or employee), a trust in which the foregoing persons have
more than fifty (50) percent of the beneficial interests, a foundation in which the foregoing
persons (or the Participant) control the management of assets, and any other entity in which these
persons (or the Participant) own more than fifty (50) percent of the voting interests.



7. Specific Terms of Awards




     7.1. Options.



          (a) Date of Grant. The granting of an Option shall take place at the time specified in the
Award Agreement. Only if expressly so provided in the applicable Award Agreement shall the Grant
Date be the date on which the Award Agreement shall have been duly executed and delivered by the
Company and the Optionee.




          (b) Exercise Price. The price at which shares of Stock may be acquired under each Incentive
Option shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than
110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent Owner. The
price at which shares may be acquired under each Nonstatutory Option shall be not less than 100% of
the Market Value of Stock on the Grant Date.




          (c) Option Period. No Incentive Option may be exercised on or after the seventh anniversary
of the Grant Date, or on or after the fifth anniversary of the Grant Date if the Optionee is a Ten
Percent Owner. No Nonstatutory Option may be exercised on or after the seventh anniversary of the
Grant Date.




          (d) Exercisability. An Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may determine. In the case of an
Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in
whole or in part at any time; provided, however, that in the case of an Incentive Option, any such
Acceleration of the Option would not cause the Option to fail to comply with the provisions of
Section 422 of the Code or the Optionee consents to the Acceleration.










 



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          (e) Method of Exercise. An Option may be exercised by the Optionee giving written notice, in
the manner provided in Section 16, specifying the number of shares with respect to which the Option
is then being exercised. The notice shall be accompanied by payment in the form of cash or check
payable to the order of the Company in an amount equal to the exercise price of the shares to be
purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion,
and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting
effects to the Company, by delivery to the Company shares of Stock having a Market Value equal to
the exercise price of the shares to be purchased.




If the Stock is traded on an established market, payment of any exercise price may also be made
through and under the terms and conditions of any formal cashless exercise program authorized by
the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other
than to the Company). Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option. Within thirty (30)
days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or
cause to be delivered to the Optionee or his agent the number of shares then being purchased. Such
shares shall be fully paid and nonassessable.




          (f) Limit on Incentive Option Characterization. An Incentive Option shall be considered to be
an Incentive Option only to the extent that the number of shares of Stock for which the Option
first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date
of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee
for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of
the number of shares of Stock available for purchase for the first time in the same year under each
other Incentive Option previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other incentive stock option
plan of the Company and its Affiliates, after December 31, 1986. Any shares of Stock which would
cause the foregoing limit to be violated shall be deemed to have been granted under a separate
Nonstatutory Option, otherwise identical in its terms to those of the Incentive Option.




          (g) Notification of Disposition. Each person exercising any Incentive Option granted under
the Plan shall be deemed to have covenanted with the Company to report to the Company any
disposition of such shares prior to the expiration of the holding periods specified by Section
422(a)(1) of the Code and, if and to the extent that the realization of income in such a
disposition imposes upon the Company federal, state, local or other withholding tax requirements,
or any such withholding is required to secure for the Company an otherwise available tax deduction,
to remit to the Company an amount in cash sufficient to satisfy those requirements.




     7.2. Stock Appreciation Rights.



          (a) Tandem or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an
Option (at or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and
unrelated to an Option. Stock Appreciation Rights in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall terminate to the extent
that the tandem Stock Appreciation Rights are exercised.




          (b)
Exercise Price. Stock Appreciation Rights shall have an exercise price of
not less than one hundred percent (100%) of the Market Value of the Stock on the date of award,
or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the
related Option.










 



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          (c)
Other Terms. Except as the Committee may deem inappropriate or
inapplicable in the circumstances, Stock Appreciation Rights shall be subject to terms and
conditions substantially similar to those applicable to a Nonstatutory Option.




     7.3. Restricted Stock.



          (a) Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such
consideration, in cash, other property or services, or any combination thereof, as is determined by
the Committee.




          (b) Issuance of Shares. Shares of Restricted Stock awarded pursuant to a Restricted Stock
Award shall be issued as certificates or recorded in book-entry form, subject to subsection (c)
below. Such shares shall be registered in the name of the Participant. Any certificates so issued
shall be printed with an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award as determined or authorized in the sole discretion of the Committee.
Shares recorded in book-entry form shall be recorded with a notation referring to the terms,
conditions, and restrictions applicable to such Award as determined or authorized in the sole
discretion of the Committee.




          (c) Escrow of Shares. The Committee may require that the stock certificates or book-entry
registrations evidencing shares of Restricted Stock be held in custody by a designated escrow agent
(which may but need not be the Company) until the restrictions thereon shall have lapsed, and that
the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such
Award.




          (d) Restrictions and Restriction Period. During the Restriction Period applicable to shares
of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of
Forfeiture arising on the basis of such conditions related to the performance of services, Company
or Affiliate performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the
Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.




          (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise
provided in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of
Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall
have all of the rights of a stockholder of the Company, including the right to vote, and the right
to receive any dividends with respect to, the shares of Restricted Stock. The Committee, as
determined at the time of Award, may permit or require the payment of cash dividends to be deferred
and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares
are available under Section 4.




          (f) Lapse of Restrictions. If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock, any certificates for such shares shall be delivered to the
Participant promptly if not theretofore so delivered, and the restrictive legends shall be promptly
removed from any book-entry registrations for such shares.










 



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     7.4. Restricted Stock Units.



          (a) Character. Each Restricted Stock Unit shall entitle the recipient to a share of Stock at
a close of such Restriction Period as the Committee may establish and subject to a Risk of
Forfeiture arising on the basis of such conditions relating to the performance of services, Company
or Affiliate performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the
Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.




          (b) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made in a
single lump sum following the close of the applicable Restriction Period. At the discretion of the
Committee, Participants may be entitled to receive payments equivalent to any dividends declared
with respect to Stock referenced in grants of Restricted Stock Units but only following the close
of the applicable Restriction Period and then only if the underlying Stock shall have been earned.
Unless the Committee shall provide otherwise, any such dividend equivalents shall be paid, if at
all, without interest or other earnings.




     7.5. Performance Units.



          (a) Character. Each Performance Unit shall entitle the recipient to the value of a specified
number of shares of Stock, over the initial value for such number of shares, if any, established by
the Committee at the time of grant, at the close of a specified Performance Period to the extent
specified Performance Goals shall have been achieved.




          (b) Earning of Performance Units. The Committee shall set Performance Goals in its discretion
which, depending on the extent to which they are met within the applicable Performance Period, will
determine the number and value of Performance Units that will be paid out to the Participant.
After the applicable Performance Period has ended, the holder of Performance Units shall be
entitled to receive payout on the number and value of Performance Units earned by the Participant
over the Performance Period, to be determined as a function of the extent to which the
corresponding Performance Goals have been achieved.




          (c) Form and Timing of Payment. Payment of earned Performance Units shall be made in a single
lump sum following the close of the applicable Performance Period. At the discretion of the
Committee, Participants may be entitled to receive any dividends declared with respect to Stock
which have been earned in connection with grants of Performance Units which have been earned, but
not yet distributed to Participants. The Committee may permit or, if it so provides at grant
require, a Participant to defer such Participant’s receipt of the payment of cash or the delivery
of Stock that would otherwise be due to such Participant by virtue of the satisfaction of any
requirements or goals with respect to Performance Units. If any such deferral election is required
or permitted, the Committee shall establish rules and procedures for such payment deferrals.




     7.6. Stock Grants. Stock Grants shall be awarded solely in recognition of significant
contributions to the success of the Company or its Affiliates, in lieu of compensation otherwise
already due and in such other limited circumstances as the Committee deems appropriate. Stock
Grants shall be made without forfeiture conditions of any kind.









 



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     7.7. Qualified Performance-Based Awards.



          (a) Purpose. The purpose of this Section 7.7 is to provide the Committee the ability
to qualify Awards as “performance-based compensation” under Section 162(m) of the Code. If the
Committee, in its discretion, decides to grant an Award as a Qualified Performance-Based Award, the
provisions of this Section 7.7 will control over any contrary provision contained in the Plan. In
the course of granting any Award, the Committee may specifically designate the Award as intended to
qualify as a Qualified Performance-Based Award. However, no Award shall be considered to have
failed to qualify as a Qualified Performance-Based Award solely because the Award is not expressly
designated as a Qualified Performance-Based Award, if the Award otherwise satisfies the provisions
of this Section 7.7 and the requirements of Section 162(m) of the Code and the regulations
promulgated thereunder applicable to “performance-based compensation.”




          (b) Authority. All grants of Awards intended to qualify as Qualified Performance-Based Awards
and determination of terms applicable thereto shall be made by the Committee or, if not all of the
members thereof qualify as “outside directors” within the meaning of applicable IRS regulations
under Section 162 of the Code, a subcommittee of the Committee consisting of such of the members of
the Committee as do so qualify. Any action by such a subcommittee shall be considered the action
of the Committee for purposes of the Plan.




          (c) Applicability. This Section 7.7 will apply only to those Covered Employees, or to
those persons who the Committee determines are reasonably likely to become Covered Employees in the
period covered by an Award, selected by the Committee to receive Qualified Performance-Based
Awards. The Committee may, in its discretion, grant Awards to Covered Employees that do not
satisfy the requirements of this Section 7.7.




          (d) Discretion of Committee with Respect to Qualified Performance-Based Awards. Options may
be granted as Qualified Performance-Based Awards in accordance with Section 7.1, except that the
exercise price of any Option intended to qualify as a Qualified Performance-Based Award shall in no
event be less that the Market Value of the Stock on the date of grant. With regard to other Awards
intended to qualify as Qualified Performance-Based Awards, such as Restricted Stock, Restricted
Stock Units, or Performance Units, the Committee will have full discretion to select the length of
any applicable Restriction Period or Performance Period, the kind and/or level of the applicable
Performance Goal, and whether the Performance Goal is to apply to the Company, a Subsidiary or any
division or business unit or to the individual. Any Performance Goal or Goals applicable to
Qualified Performance-Based Awards shall be objective, shall be established not later than three
(3) months after the beginning of any applicable Performance Period (or at such other date as may
be required or permitted for “performance-based compensation” under Section 162(m) of the Code) and
shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that
the outcome of the Performance Goal or Goals be substantially uncertain (as defined in the
regulations under Section 162(m) of the Code) at the time established.




          (e) Payment
of Qualified Performance-Based Awards. A Participant will be eligible to receive
payment under a Qualified Performance-Based Award which is subject to achievement of a Performance
Goal or Goals only if the applicable Performance Goal or Goals period are achieved within the
applicable Performance Period, as determined by the Committee. In determining the actual size of
an individual Qualified Performance-Based Award, the Committee may reduce or eliminate the amount
of the Qualified Performance-Based Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or
elimination is appropriate.










 



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          (f) Maximum Award Payable. The maximum Qualified Performance-Based Award payment to any one
Participant under the Plan for a Performance Period is the number of shares of Stock set forth in
Section 4 above, or if the Qualified Performance-Based Award is paid in cash, that number of shares
multiplied by the Market Value of the Stock as of the date the Qualified Performance-Based Award is
granted.




          (g) Limitation on Adjustments for Certain Events. No adjustment of any Qualified
Performance-Based Award pursuant to Section 8 shall be made except on such basis, if any, as will
not cause such Award to provide other than “performance-based compensation” within the meaning of
Section 162(m) of the Code.




     7.8. Awards to Participants Outside the United States. The Committee may modify the terms of
any Award under the Plan granted to a Participant who is, at the time of grant or during the term
of the Award, resident or primarily employed outside of the United States in any manner deemed by
the Committee to be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then resident or primarily
employed, or so that the value and other benefits of the Award to the Participant, as affected by
foreign tax laws and other restrictions applicable as a result of the Participant’s residence or
employment abroad, shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. The Committee may establish supplements to,
or amendments, restatements, or alternative versions of the Plan for the purpose of granting and
administrating any such modified Award. No such modification, supplement, amendment, restatement
or alternative version may increase the share limit of Section 4.



8. Adjustment Provisions




     8.1. Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect
the capital structure of the Company as of the Closing Date (as
defined in the Amended and Restated Formation,
Contribution and Merger Agreement, dated as of December 18, 2006 (the “Formation Agreement”),
between Harris and Stratex Networks, Inc. Subject to Section 8.2, if subsequent to
that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of
the prior application of this Section) are increased, decreased, or exchanged for a different
number or kind of shares or other securities, or if additional shares or new or different shares or
other securities are distributed with respect to shares of Stock, through merger, consolidation,
sale of all or substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other similar distribution
with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares provided in Section 4, (ii) the numbers and kinds of
shares or other securities subject to the then outstanding Awards, (iii) the exercise price for
each share or other unit of any other securities subject to then outstanding Options and Stock
Appreciation Rights (without change in the aggregate purchase price as to which such Options or
Rights remain exercisable), and (iv) the repurchase price of each share of Restricted Stock then
subject to a Risk of Forfeiture in the form of a Company repurchase right.



     8.2. Treatment in Certain Acquisitions. Subject to any provisions of then outstanding Awards
granting greater rights to the holders thereof, in the event of an Acquisition in which









 



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outstanding Awards are not Accelerated in full pursuant to Section 9, any then outstanding
Awards shall nevertheless Accelerate in full to the extent not assumed or replaced by comparable
Awards referencing shares of the capital stock of the successor or acquiring entity or parent
thereof, and thereafter (or after a reasonable period following the Acquisition, as determined by
the Committee) terminate. As to any one or more outstanding Awards which are not otherwise
Accelerated in full by reason of such Acquisition, the Committee may also, either in advance of an
Acquisition or at the time thereof and upon such terms as it may deem appropriate, provide for the
Acceleration of such outstanding Awards in the event that the employment of the Participants should
subsequently terminate following the Acquisition. Each outstanding Award that is assumed in
connection with an Acquisition, or is otherwise to continue in effect subsequent to the
Acquisition, will be appropriately adjusted, immediately after the Acquisition, as to the number
and class of securities and other relevant terms in accordance with Section 8.1.  




     8.3.
Cancellation and Termination of Awards. The
Committee may, in connection with any merger, consolidation, share exchange or other transaction
entered into by the Company in good faith, determine that any outstanding Awards granted under the
Plan, whether or not vested, will be canceled and terminated and that in connection with such
cancellation and termination the holder of such Award may receive for each share of Common Stock
subject to such Award a cash payment (or the delivery of shares of stock, other securities or a
combination of cash, stock and securities equivalent to such cash payment) equal to the difference,
if any, between the amount determined by the Committee to be the fair market value of the Common
Stock and the purchase price per share (if any) under the Award multiplied by the number of shares
of Common Stock subject to such Award; provided that if such product is zero or less or to the
extent that the Award is not then exercisable, the Award will be canceled and terminated without
payment therefor.



     8.4. Dissolution or Liquidation. Upon dissolution or liquidation of the Company, other than
as part of an Acquisition or similar transaction, each outstanding Option and SAR shall terminate,
but the Optionee or SAR holder (if at the time in the employ of or otherwise associated with the
Company or any of its Affiliates) shall have the right, immediately prior to the dissolution or
liquidation, to exercise the Option or SAR to the extent exercisable on the date of dissolution or
liquidation.



     8.5. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In
the event of any corporate action not specifically covered by the preceding Sections, including but
not limited to an extraordinary cash distribution on Stock, a corporate separation or other
reorganization or liquidation, the Committee may make such adjustment of outstanding Awards and
their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the
circumstances. The Committee may make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in this Section) affecting the Company or the financial statements
of the Company or of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan.



     8.6. Related Matters. Any adjustment in Awards made pursuant to this Section 8 shall be
determined and made, if at all, by the Committee and shall include any correlative modification of
terms, including of Option exercise prices, rates of vesting or exercisability, Risks of
Forfeiture, applicable repurchase prices for Restricted Stock, and Performance Goals and other
financial objectives which the Committee may deem necessary or appropriate so as to ensure the
rights of the Participants in their respective Awards are not substantially diminished nor enlarged









 



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as a result of the adjustment and corporate action other than as expressly contemplated in
this Section 8. No fraction of a share shall be purchasable or deliverable upon exercise, but in
the event any adjustment hereunder of the number of shares covered by an Award shall cause such
number to include a fraction of a share, such number of shares shall be adjusted to the nearest
smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to
this Section 8 shall result in an exercise price which is less than the par value of the Stock.




9. Change of Control




     Upon the occurrence of a Change of Control:



          (a) any and all Options and Stock Appreciation Rights not already exercisable in full shall
Accelerate if and to the extent so provided in the Award Agreement or so determined by the
Committee;




          (b) any Risk of Forfeiture applicable to Restricted Stock and Restricted Stock Units which is
not based on achievement of Performance Goals shall lapse if and to the extent so provided in the
Award Agreement or so determined by the Committee; and




          (c) all outstanding Awards of Restricted Stock and Restricted Stock Units conditioned on the
achievement of Performance Goals and the target payout opportunities attainable under outstanding
Performance Units shall be deemed to have been satisfied as of the effective date of the Change of
Control if and to the extent so provided in the Award Agreement or so determined by the Committee;



None of the foregoing shall apply, however, (i) in the case of a Qualified Performance-Based Award
specifically designated as such by the Committee at the time of grant (except to the extent allowed
by Section 162(m) of the Code), (ii) in the case of any Award pursuant to an Award Agreement
requiring other or additional terms upon a Change of Control (or similar event), or (iii) if
specifically prohibited under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges.




10. Settlement of Awards




     10.1. In General. Options and Restricted Stock shall be settled in accordance with their
terms. All other Awards may be settled in cash, Stock, or other Awards, or a combination thereof,
as determined by the Committee at or after grant and subject to any contrary Award Agreement. The
Committee may not require settlement of any Award in Stock pursuant to the immediately preceding
sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason
of any other provision of the Plan.



     10.2. Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award
Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of
Stock covered by an Award may constitute a violation of law, then the Company may delay such
issuance and the delivery of such shares until (i) approval shall have been obtained from such
governmental agencies, other than the Securities and Exchange Commission, as may be required under
any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a
violation of a law administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:









 



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          (a) the shares are at the time of the issue of such shares effectively registered under the
Securities Act of 1933; or




          (b) the Company shall have determined, on such basis as it deems appropriate (including an
opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer,
assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act of 1933, as amended or any
applicable State securities laws.



The Company shall make all reasonable efforts to bring about the occurrence of said events.




     10.3. Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards
granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be
now or hereafter imposed by the charter, certificate or articles, and by-laws, of the Company.



     10.4. Investment Representations. The Company shall be under no obligation to issue any
shares covered by any Award unless the shares to be issued pursuant to Awards granted under the
Plan have been effectively registered under the Securities Act of 1933, as amended, or the
Participant shall have made such written representations to the Company (upon which the Company
believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of
confirming that the issuance of such shares will be exempt from the registration requirements of
that Act and any applicable state securities laws and otherwise in compliance with all applicable
laws, rules and regulations, including but not limited to that the Participant is acquiring the
shares for his or her own account for the purpose of investment and not with a view to, or for sale
in connection with, the distribution of any such shares.



     10.5. Registration. If the Company shall deem it necessary or desirable to register under the
Securities Act of 1933, as amended or other applicable statutes any shares of Stock issued or to be
issued pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for
exemption from the Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from each recipient of
an Award, or each holder of shares of Stock acquired pursuant to the Plan, such information in
writing for use in any registration statement, prospectus, preliminary prospectus or offering
circular as is reasonably necessary for that purpose and may require reasonable indemnity to the
Company and its officers and directors from that holder against all losses, claims, damage and
liabilities arising from use of the information so furnished and caused by any untrue statement of
any material fact therein or caused by the omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made. In addition, the Company may require of any such person
that he or she agree that, without the prior written consent of the Company or the managing
underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale
of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose
of, any shares of Stock during the 180 day period commencing on the effective date of the
registration statement relating to the underwritten public offering of securities. Without limiting
the generality of the foregoing provisions of this Section 10.5, if in connection with any
underwritten public offering of securities of the Company the managing underwriter of such offering
requires that the Company’s directors and officers enter into a lock-up agreement containing
provisions that are more restrictive than the provisions set forth in the preceding sentence, then
(a) each holder of shares of Stock acquired pursuant to the Plan (regardless of









 



- 16 -

whether such person has complied or complies with the provisions of clause (b) below) shall be
bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the
Company’s directors and officers are required to adhere; and (b) at the request of the Company or
such managing underwriter, each such person shall execute and deliver a lock-up agreement in form
and substance equivalent to that which is required to be executed by the Company’s directors and
officers.




     10.6. Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to
Awards granted under the Plan may bear a reference to the investment representation made in
accordance with Section 10.4 in addition to any other applicable restriction under the Plan, the
terms of the Award and to the fact that no registration statement has been filed with the
Securities and Exchange Commission in respect to such shares of Stock. All shares of Stock or
other securities delivered under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations, and other
requirements of any stock exchange upon which the Stock is then listed, and any applicable federal
or state securities law, and the Committee may cause a legend or legends to be put on any
certificates or recorded in connection with book-entry accounts representing the shares to make
appropriate reference to such restrictions.



     10.7. Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards
granted under the Plan, the Company shall have the right to require the recipient to remit to the
Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements
if, when, and to the extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any such shares. The
obligations of the Company under the Plan shall be conditional on satisfaction of all such
withholding obligations and the Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award.
However, in such cases Participants may elect, subject to the approval of the Committee, acting in
its sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by
having the Company withhold shares to satisfy their tax obligations. Participants may only elect
to have Shares withheld having a Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions
or limitations that the Committee deems appropriate.



11. Reservation of Stock




     The Company shall at all times during the term of the Plan and any outstanding Awards granted
hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient
to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees
and expenses necessarily incurred by the Company in connection therewith.



12. Limitation of Rights in Stock; No Special Service Rights




     A Participant shall not be deemed for any purpose to be a stockholder of the Company with
respect to any of the shares of Stock subject to an Award, unless and until shares shall have been
issued therefor and delivered to the Participant or his agent. Any Stock to be issued pursuant to
Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which
may be now or hereafter imposed by the Certificate of Incorporation and the By-laws of the Company.
Nothing contained in the Plan or in any Award Agreement shall confer









 



- 17 -

upon any recipient of an Award any right with respect to the continuation of his or her
employment or other association with the Company (or any Affiliate), or interfere in any way with
the right of the Company (or any Affiliate), subject to the terms of any separate employment or
consulting agreement or provision of law or corporate articles or by-laws to the contrary, at any
time to terminate such employment or consulting agreement or to increase or decrease, or otherwise
adjust, the other terms and conditions of the recipient’s employment or other association with the
Company and its Affiliates.




13. Unfunded Status of Plan




     The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan
is not intended to constitute a plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by
the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations created under the
Plan to deliver Stock or payments with respect to Options, Stock Appreciation Rights and other
Awards hereunder, provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.



14. Nonexclusivity of the Plan




     Neither the adoption of the Plan by the Board nor the submission of the Plan to the
stockholders of the Company shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable, including without
limitation, the granting of stock options and restricted stock other than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.



15. Termination and Amendment of the Plan




     The Board may at any time terminate the Plan or make such modifications of the Plan as it
shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan
shall affect the terms of any Award outstanding on the date of such amendment.



     The Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, provided that the Award as amended is consistent with the terms of the Plan.
Notwithstanding the foregoing, the Company will not reprice, or cancel and regrant any outstanding
award without shareholder approval.



     No amendment or modification of the Plan by the Board, or of an outstanding Award by the
Committee, shall impair the rights of the recipient of any Award outstanding on the date of such
amendment or modification or such Award, as the case may be, without the Participant’s consent;
provided, however, that no such consent shall be required if (i) the Board or Committee, as the
case may be, determines in its sole discretion and prior to the date of any Change of Control that
such amendment or alteration either is required or advisable in order for the Company, the Plan or
the Award to satisfy any law or regulation, including without limitation the provisions of Section
409A of the Code or to meet the requirements of or avoid adverse financial accounting consequences
under any accounting standard, or (ii) the Board or Committee, as the case may be, determines in
its sole discretion that such amendment or alteration is not reasonably
likely to significantly diminish the benefits provided under the Award, or that any such
diminution has been adequately compensated.









 



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16. Notices and Other Communications




     Any notice, demand, request or other communication hereunder to any party shall be deemed to
be sufficient if contained in a written instrument delivered in person or duly sent by first class
registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the Company and (ii) if to
the Company, at its principal place of business, addressed to the attention of its Treasurer, or to
such other address or telecopier number, as the case may be, as the addressee may have designated
by notice to the addressor. All such notices, requests, demands and other communications shall be
deemed to have been received: (i) in the case of personal delivery, on the date of such delivery;
(ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile
transmission, when confirmed by facsimile machine report.



17. Severability




     If any one or more of the provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or impaired thereby.



18. Governing Law




     The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted
and enforced in accordance with the laws of the state of Delaware, without regard to the conflict
of laws principles thereof.