exv10w1



 






Exhibit 10.1




ACTEL CORPORATION




1986 EQUITY INCENTIVE PLAN




Amended and Restated Effective June 3, 2005




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



     Awards granted hereunder may be Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock, Stock Appreciation Rights, Performance Shares, Performance Units or Restricted
Stock Units, at the discretion of the Administrator and as reflected in the terms of the written
option agreement.



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




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




     (b) “Annual Revenue” shall mean the Company’s or a business unit’s
net sales for the Fiscal Year, determined in accordance with generally accepted accounting
principles.




     (c) “Applicable Laws” shall mean the legal requirements relating to
the administration of equity incentive plans under California corporate and securities laws
and the Code.




     (d) “Award” shall mean, individually or collectively, a grant under
the Plan of Options, Restricted Stock, Stock Appreciation Rights, Performance Shares,
Performance Units or Restricted Stock Units.




     (e) “Award Agreement” shall mean the written or electronic agreement
setting forth the terms and provisions applicable to each Award granted under the Plan. The
Award Agreement is subject to the terms and conditions of the Plan.




     (f) “Awarded Stock” shall mean the Common Stock subject to an Award.




     (g) “Board” shall mean the Board of Directors of the Company.




     (h) “Cash Position” shall mean the Company’s level of cash and cash
equivalents.




     (i) “Common Stock” shall mean the Common Stock of the Company.




     (j) “Committee” shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.




     (k) “Company” shall mean Actel Corporation, a California corporation.




     (l) “Consultant” shall mean any person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render services and who is compensated for such
services, provided that 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.



 









 






     (m) “Continuous Status as an Employee or Consultant” shall mean that
the employment or consulting relationship is not interrupted or terminated by the Company,
any Parent or Subsidiary. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of: (i) any leave of absence approved by the Board,
including sick leave, military leave, or any other personal leave; provided, however, that
for purposes of Incentive Stock Options, any such leave may not exceed ninety (90) days,
unless reemployment upon the expiration of such leave is guaranteed by contract (including
certain Company policies) or statute; or (ii) transfers between locations of the Company or
between the Company, its Parent, its Subsidiaries or its successor.




     (n) “Director” shall mean a member of the Board.




     (o) “Dividend Equivalent” shall mean a credit, payable in cash, made
at the discretion of the Administrator, to the account of a Participant in an amount equal
to the cash dividends paid on one Share for each Share represented by an Award held by such
Participant. Dividend Equivalents may be subject to the same vesting restrictions as the
related Shares subject to an Award, at the discretion of the Administrator.




     (p) “Earnings Per Share” shall mean as to any Fiscal Year, the
Company’s or a business unit’s Net Income, divided by a weighted average number of common
 shares outstanding and dilutive common equivalent shares deemed outstanding, determined in
accordance with generally accepted accounting principles.




     (q) “Employee” shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director’s fee by the Company shall not be sufficient to constitute “employment” by the
Company.




     (r) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.




     (s) “Fair Market Value” shall mean, as of any date, the value of
Common Stock determined as follows:




     (i) If the Common Stock is listed on a stock exchange, the fair market value
per Share shall be the closing price on such exchange, as reported in the Wall
Street Journal on the date of determination or, if the date of determination is not
a trading day, the immediately preceding trading day;




     (ii) If there is a public market for the Common Stock, the fair market value
per Share shall be the mean of the bid and asked prices, or closing price in the
event quotations for the Common Stock are reported on the National Market System, of
the Common Stock on the date of determination, as reported in the Wall Street
Journal (or, if not so reported, as otherwise reported by the National Association
of Securities Dealers Automated Quotation (NASDAQ) System); or




     (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.




     (t) “Fiscal Year” shall mean a fiscal year of the Company.




     (u) “Incentive Stock Option” shall mean an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended.




     (v) “Individual Performance Objective” shall mean any individual
Company business-related objective that is objectively determinable within the meaning of
Code Section 162(m) and the Treasury Regulations promulgated thereunder. Individual
Performance Objectives shall include, but not be limited



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to, improvement in customer satisfaction and similar objectively determinable
performance objectives related to the Participant’s job responsibilities with the Company.




     (w) “Net Income” shall mean as to any Fiscal Year, the income after
taxes of the Company for the Fiscal Year determined in accordance with generally accepted
accounting principles.




     (x) “Nonstatutory Stock Option” shall mean an Option not intended to
qualify as an Incentive Stock Option.




     (y) “Officer” shall mean 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.




     (z) “Operating Cash Flow” shall mean the Company’s or a business
unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus
changes in working capital comprised of accounts receivable, inventories, other current
assets, trade accounts payable, accrued expenses, product warranty, advance payments from
customers and long-term accrued expenses, determined in accordance with generally acceptable
accounting principles.




     (aa) “Operating Income” shall mean the Company’s or a business unit’s
income from operations determined in accordance with generally accepted accounting
principles.




     (bb) “Option” shall mean a stock option granted pursuant to the Plan.




     (cc) “Optioned Stock” shall mean the Common Stock subject to an Option.




     (dd) “Parent” shall mean a “parent corporation”, whether now or
hereafter existing, as defined in Section 424(e) of the Internal Revenue Code of 1986, as
amended.




     (ee) “Participant” shall mean an Employee or Consultant who receives
an Award.




     (ff) “Performance Goals” shall mean the goal(s) (or combined goal(s))
determined by the Committee (in its discretion) to be applicable to a Participant with
respect to an Award. As determined by the Committee, the Performance Goals applicable to an
Award may provide for a targeted level or levels of achievement using one or more of the
following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net
Income, (e) Operating Cash Flow, (f) Operating Income, (g) Return on Assets, (h) Return on
Equity, (i) Return on Sales, (j) Total Stockholder Return, and (k) Individual Performance
Objectives. The Performance Goals may differ from Participant to Participant and from Award
to Award. The Administrator shall appropriately adjust any evaluation of performance under
a Performance Goal to exclude (i) any extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of
financial conditions and results of operations appearing in the Company’s annual report to
shareholders for the applicable year, or (ii) the effect of any changes in accounting
principles affecting the Company’s or a business units’ reported results.




     (gg) “Performance Share” shall mean a performance share Award granted
to a Participant pursuant to Section 12.




     (hh) “Performance Unit” means a performance unit Award granted to a
Participant pursuant to Section 13.




     (ii) “Plan” shall mean this 1986 Equity Incentive Plan, as amended.



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     (jj) “Restricted Stock” shall mean a restricted stock Award granted
to a Participant pursuant to Section 10.




     (kk) “Restricted Stock Unit” shall mean a bookkeeping entry
representing an amount equal to the Fair Market Value of one Share, granted pursuant to
Section 11. Each Restricted Stock Unit represents an unfunded and unsecured obligation of
the Company.




     (ll) “Return on Assets” shall mean the percentage equal to the
Company’s or a business unit’s Operating Income before incentive compensation, divided by
average net Company or business unit, as applicable, assets, determined in accordance with
generally accepted accounting principles.




     (mm) “Return on Equity” shall mean the percentage equal to the
Company’s Net Income divided by average shareholder’s equity, determined in accordance with
generally accepted accounting principles.




     (nn) “Return on Sales” shall mean the percentage equal to the
Company’s or a business unit’s Operating Income before incentive compensation, divided by
the Company’s or the business unit’s, as applicable, revenue, determined in accordance with
generally accepted accounting principles.




     (oo) “Rule 16b-3” shall mean 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.




     (pp) “Section 16(b)” shall mean Section 16(b) of the Exchange Act.




     (qq) “Share” shall mean a share of the Common Stock, as adjusted in
accordance with Section 18 of the Plan.




     (rr) “Stock Appreciation Right” or “SAR” shall mean a stock
appreciation right granted pursuant to Section 8 below.




     (ss) “Subsidiary” shall mean a “subsidiary corporation”, whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended.




     (tt) “Total Stockholder Return” shall mean the total return (change
in share price plus reinvestment of any dividends) of a share of the Company’s common stock.



     3. Stock Subject to the Plan. Subject to the provisions of Section 18 of the Plan,
the maximum aggregate number of shares which may be optioned and sold under the Plan is 5,497,897
shares of Common Stock, increased annually on the first day of each of the Company’s fiscal years
during the term of the Plan (and subsequent to the May 2, 1996, amendment to and restatement of the
Plan) in an amount equal to 5% of the Company’s common stock issued and outstanding at the close of
business on the last day of the immediately preceding fiscal year (the “Annual Replenishment”),
with only the 5,497,897 shares and subsequent annual increases in an amount equal to the lesser of
(i) 885,931 shares and (ii) the number of shares subject to the Annual Replenishment to be
available for issuance as “incentive stock options” qualified under Section 422 of the Internal
Revenue Code. All of the shares issuable under the Plan may be authorized, but unissued, or
reacquired Common Stock.



     Any Shares subject to Options or SARs shall be counted against the numerical limits of this
Section 3 as one Share for every Share subject thereto. With respect to Awards granted on or after
the date of receiving shareholder approval of the amended Plan in 2005, any Shares subject to
Performance Shares, Restricted Stock or Restricted Stock Units with a per share or unit purchase
price lower than 100% of Fair Market Value on the date of grant shall be counted against the
numerical limits of this Section 3 as two Shares for every one Share subject thereto. To the
extent that a Share that was subject to an Award that counted as two Shares against the Plan
reserve pursuant to the preceding sentence is recycled back into the Plan under the next paragraph
of this Section 3, the Plan shall be credited with two Shares.



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          If an Award expires or becomes unexercisable without having been exercised in full, or, with
respect to Restricted Stock, Performance Shares or Restricted Stock Units, is forfeited to or
repurchased by the Company at its original purchase price due to such Award failing to vest, the
unpurchased Shares (or for Awards other than Options and SARs, the forfeited or repurchased shares)
which were subject thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated). With respect to SARs, when an SAR is exercised, the shares subject to an
SAR grant agreement shall be counted against the numerical limits of Section 3 above, as one share
for every share subject thereto, regardless of the number of shares used to settle the SAR upon
exercise (i.e., shares withheld to satisfy the exercise price of an SAR shall not remain available
for issuance under the Plan). Shares that have actually been issued under the Plan under any Award
shall not be returned to the Plan and shall not become available for future distribution under the
Plan; provided, however, that if Shares of Restricted Stock, Performance Shares or Restricted Stock
Units are repurchased by the Company at their original purchase price or are forfeited to the
Company due to such Awards failing to vest, such Shares shall become available for future grant
under the Plan. Shares used to pay the exercise price of an Option shall not become available for
future grant or sale under the Plan. Shares used to satisfy tax withholding obligations shall not
become available for future grant or sale under the Plan. To the extent an Award under the Plan is
paid out in cash rather than stock, such cash payment shall not reduce the number of Shares
available for issuance under the Plan. Any payout of Dividend Equivalents or Performance Units,
because they are payable only in cash, shall not reduce the number of Shares available for issuance
under the Plan. Conversely, any forfeiture of Dividend Equivalents or Performance Units shall not
increase the number of Shares available for issuance under the Plan.




     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.




     (ii) Section 162(m). To the extent that the Administrator determines
it to be desirable to qualify Awards granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee consisting solely of two or more “outside directors”
within the meaning of Section 162(m) of the Code.




     (iii) Administration With Respect to Directors and Officers Subject to
Section 16(b). With respect to Option 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 compliance
with Rule 16b-3, or (B) a committee designated by the Board to administer the Plan,
which committee shall be constituted to comply with Rule 16b-3. 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 Rule 16b-3.




     (iv) Administration With Respect to Other Persons. With respect to
Option 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.



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     (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 in accordance with Section 2(s) of the
Plan;




     (ii) to select the Consultants and Employees to whom Awards may be granted
hereunder;




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




     (iv) to determine the number of shares of Common Stock to be covered by each
Award granted hereunder;




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




     (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 Awards 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
Award 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;




     (ix) to modify or amend each Award (subject to Section 21(c) of the Plan);




     (x) to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator;




     (xi) to determine the terms and restrictions applicable to Awards;




     (xii) to determine whether Awards will be adjusted for Dividend Equivalents and
whether such Dividend Equivalents shall be subject to vesting; and




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




     (c)
Effect of Administrator’s Decision. All decisions,
determinations and interpretations of the Administrator shall be final and binding on all
Participants and any other holders of any Awards granted under the Plan.



     5. Eligibility. Awards may be granted only to Employees and Consultants. Incentive
Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an
Award may, if he or she is otherwise eligible, be granted an additional Award or Awards.



     6. Code Section 162(m) Provisions.




     (a)
Option and SAR Annual Share Limit. No Participant shall be
granted, in any Fiscal Year, Options and Stock Appreciation Rights to purchase more than
500,000 Shares; provided, however, that such limit shall be 1,000,000 Shares in the
Participant’s first Fiscal Year of Company service.



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     (b) Restricted Stock, Performance Share and Restricted Stock Unit Annual
Limit. No Participant shall be granted, in any Fiscal Year, more than 250,000 Shares in
the aggregate of the following: (i) Restricted Stock, (ii) Performance Shares, or (iii)
Restricted Stock Units; provided, however, that such limit shall be 500,000 Shares in the
Participant’s first Fiscal Year of Company service.




     (c) Performance Units Annual Limit. No Participant shall receive
Performance Units, in any Fiscal Year, having an initial value greater than $500,000,
provided, however, that such limit shall be $1,000,000 in the Participant’s first Fiscal
Year of Company service.




     (d) Section 162(m) Performance Restrictions. For purposes of
qualifying grants of Restricted Stock, Performance Shares, Performance Units or Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based upon the achievement of
Performance Goals. The Performance Goals shall be set by the Administrator on or before the
latest date permissible to enable the Restricted Stock, Performance Shares, Performance
Units or Restricted Stock Units to qualify as “performance-based compensation” under Section
162(m) of the Code. In granting Restricted Stock, Performance Shares, Performance Units or
Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the
Administrator shall follow any procedures determined by it from time to time to be necessary
or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g.,
in determining the Performance Goals).




     (e) Changes in Capitalization. The numerical limitations in
Sections 6(a) and (b) shall be adjusted proportionately in connection with any change in the
Company’s capitalization as described in Section 16(a).



     7. Stock Options




     (a) Type of Option. Each Option shall be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market Value of
Shares subject to a Participant’s incentive stock options granted by the Company, any Parent
or Subsidiary, that become exercisable for the first time during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options
shall be treated as Nonstatutory Stock Options. For purposes of this Section 7(a),
incentive stock options shall be taken into account in the order in which they were granted,
and the Fair Market Value of the Shares shall be determined as of the time of grant.




     (b) Option Repricing. The Administrator shall not substitute new
Options or SARs for previously granted Options or SARs or amend any Option or SAR to reduce
the exercise price without first obtaining shareholder approval.




     (c) 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. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the Notice of Grant.



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     (d) Exercise Price and Consideration.




     (i) The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Administrator, but
shall be subject to the following:




     (A) In the case of an Incentive Stock Option




     (1) granted to an Employee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of
grant.




     (2) granted to any Employee, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date
of grant.




     (B) In the case of a Nonstatutory Stock Option, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the
date of grant.




     (ii) The consideration to be paid for the Shares to be issued upon exercise of
an Option, including the method of payment, shall be determined by the Administrator
and may consist entirely of cash; check; promissory note; other Shares which (A) in
the case of Shares acquired upon exercise of an option, have been owned by the
Participant 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; for options granted subsequent to
the effective date of the 1993 amendments to the Plan, delivery of a properly
executed exercise notice together with such other documentation as the Committee and
the broker, if applicable, shall require to effect an exercise of the option and
delivery to the Company of the sale proceeds required; or any combination of such
methods of payment, or such other consideration and method of payment for the
issuance of Shares to the extent permitted under Applicable Law.



8. Stock Appreciation Rights. 





     (a) Grant of SARs. Subject to the terms and conditions of the Plan,
SARs may be granted to Participants at any time and from time to time as shall be determined
by the Administrator, in its sole discretion. Subject to Section 6(a) hereof, the
Administrator shall have complete discretion to determine the number of SARs granted to any
Participant.




     (b) Exercise Price and other Terms. The per share exercise price
for the Shares to be issued pursuant to exercise of an SAR shall be determined by the
Administrator and shall be no less than 100% of the Fair Market Value per share on the date
of grant. Otherwise, subject to Section 6(a) of the Plan, the Administrator, subject to the
provisions of the Plan, shall have complete discretion to determine the terms and conditions
of SARs granted under the Plan; provided, however, that no SAR may have a term of more than
ten (10) years from the date of grant.




     (c) Payment of SAR Amount. Upon exercise of a SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying:




     (i) The difference between the Fair Market Value of a Share on the date of
exercise over the exercise price; times




     (ii) The number of Shares with respect to which the SAR is exercised.



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     (d) Payment upon Exercise of SAR. At the discretion of the
Administrator, and as specified in the Award Agreement, payment for a SAR may be in cash,
Shares or a combination thereof.




     (e) SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the SAR, the conditions of
exercise, whether it may be settled in cash, Shares or a combination thereof, and such other
terms and conditions as the Administrator, in its sole discretion, shall determine.




     (f) Expiration of SARs. A SAR granted under the Plan shall expire
upon the date determined by the Administrator, in its sole discretion, and set forth in the
Award Agreement.



     9. Exercise of Option or SAR.




     (a) Procedure for Exercise; Rights as a Shareholder. Any Option or
SAR granted hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to the Company
and/or the Participant, and as shall be permissible under the terms of the Plan.



          An Option or SAR may not be exercised for a fraction of a Share.




          An Option or SAR shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option or SAR by the
person entitled to exercise the Option or SAR and, with respect to Options only, full
payment for the Shares with respect to which the Option is exercised has been received by
the Company. With respect to Options only, full payment may, as authorized by the
Administrator, consist of any consideration and method of payment allowable under Section
7(d) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of
the Option. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued, except as provided in Section 18
of the Plan.





     (b) Termination of Status as an Employee or Consultant. If an
Employee or Consultant ceases to serve as an Employee or Consultant, he or she may, but only
within 90 days (or such other period of time as is determined by the Administrator) after
the date he or she ceases to be an Employee or Consultant (as the case may be) of the
Company, exercise his or her Option or SAR to the extent that he or she was entitled to
exercise it at the date of such termination. To the extent that he or she was not entitled
to exercise the Option or SAR at the date of such termination, or if he or she does not
exercise such Option or SAR (which he or she was entitled to exercise) within the time
specified herein, the Option or SAR shall terminate.




     (c) Disability of Participant. Notwithstanding the provisions of
Section 9(b) above, in the event an Employee or Consultant is unable to continue his or her
employment or consulting relationship with the Company as a result of his or her total and
permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code), he or
she may, but only within six (6) months (or such other period of time as is determined by
the Administrator) from the date of termination, exercise his or her Option or SAR to the
extent he or she was entitled to exercise it at the date of such termination (or to such
greater extent as the Administrator may provide). To the extent that he or she was not
entitled to exercise the Option or SAR at the date of termination, or if he or she does not
exercise such Option or SAR (which he or she was entitled to exercise) within the time
specified herein, the Option or SAR shall terminate.




     (d) Death of Participant. In the event of the death of a Participant
while in Continuous Status as an Employee or Consultant, the entire Option or SAR may be
exercised at any time within twelve (12) months following the date of death (but in no event
later than the expiration of the term of such Option



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or SAR as set forth in the Notice of Grant) by the Participant’s estate or by a person
who acquired the right to exercise the Option or SAR by bequest or inheritance. If, after
death, the Participant’s estate or a person who acquired the right to exercise the Option or
SAR by bequest or inheritance does not exercise the Option or SAR within the time specified
herein, the Option or SAR shall terminate, and the Shares covered by such Option shall
revert to the Plan.



     10. Restricted Stock.




     (a) Grant of Restricted Stock. Subject to the terms and conditions
of the Plan, Restricted Stock may be granted to Participants at any time as shall be
determined by the Administrator, in its sole discretion. Subject to Section 6(b) hereof,
the Administrator shall have complete discretion to determine (i) the number of Shares
subject to a Restricted Stock award granted to any Participant, and (ii) the conditions that
must be satisfied, which typically will be based principally or solely on continued
provision of services but may include a performance-based component, upon which is
conditioned the grant, vesting or issuance of Restricted Stock.




     (b) Other Terms. The Administrator, subject to the provisions of the
Plan, shall have complete discretion to determine the terms and conditions of Restricted
Stock granted under the Plan. Restricted Stock grants shall be subject to the terms,
conditions, and restrictions determined by the Administrator at the time the stock or the
restricted stock unit is awarded. The Administrator may require the recipient to sign a
Restricted Stock Award agreement as a condition of the award. Any certificates representing
the Shares of stock awarded shall bear such legends as shall be determined by the
Administrator.




     (c) Restricted Stock Award Agreement. Each Restricted Stock grant
shall be evidenced by an agreement that shall specify the purchase price (if any) and such
other terms and conditions as the Administrator, in its sole discretion, shall determine;
provided; however, that if the Restricted Stock grant has a purchase price, such purchase
price must be paid no more than ten (10) years following the date of grant.



     11. Restricted Stock Units.




     (a) Grant. Restricted Stock Units may be granted at any time and
from time to time as determined by the Administrator. After the Administrator determines
that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in
writing or electronically of the terms, conditions, and restrictions related to the grant,
including the number of Restricted Stock Units and the form of payout, which, subject to
Section 6(b) hereof, may be left to the discretion of the Administrator.




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




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




     (d) Form and Timing of Payment. Payment of earned Restricted Stock
Units shall be made as soon as practicable after the date(s) set forth in the Restricted
Stock Unit Award Agreement. The Administrator, in its sole discretion and as specified in
the Award Agreement, may pay earned Restricted Stock Units in cash, Shares, or a combination
thereof.



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



     12. Performance Shares.




     (a) Grant of Performance Shares. Subject to the terms and
conditions of the Plan, Performance Shares may be granted to Participants at any time as
shall be determined by the Administrator, in its sole discretion. Subject to Section 6(b)
hereof, the Administrator shall have complete discretion to determine (i) the number of
Shares subject to a Performance Share award granted to any Participant, and (ii) the
conditions that must be satisfied, which typically will be based principally or solely on
achievement of performance milestones but may include a service-based component, upon which
is conditioned the grant or vesting of Performance Shares. Performance Shares shall be
granted in the form of units to acquire Shares. Each such unit shall be the equivalent of
one Share for purposes of determining the number of Shares subject to an Award. Until the
Shares are issued, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the units to acquire Shares.




     (b) Other Terms. The Administrator, subject to the provisions of
the Plan, shall have complete discretion to determine the terms and conditions of
Performance Shares granted under the Plan. Performance Share grants shall be subject to the
terms, conditions, and restrictions determined by the Administrator at the time the stock is
awarded, which may include such performance-based milestones as are determined appropriate
by the Administrator. The Administrator may require the recipient to sign a Performance
Shares Award Agreement as a condition of the award. Any certificates representing the
Shares of stock awarded shall bear such legends as shall be determined by the Administrator.




     (c) Performance Share Award Agreement. Each Performance Share grant
shall be evidenced by an Award Agreement that shall specify such other terms and conditions
as the Administrator, in its sole discretion, shall determine.



     13. Performance Units.




     (a) Grant of Performance Units. Performance Units are similar to
Performance Shares, except that they shall be settled in a cash equivalent to the Fair
Market Value of the underlying Shares, determined as of the vesting date. Subject to the
terms and conditions of the Plan, Performance Units may be granted to Participants at any
time and from time to time as shall be determined by the Administrator, in its sole
discretion. The Administrator shall have complete discretion to determine the conditions
that must be satisfied, which typically will be based principally or solely on achievement
of performance milestones but may include a service-based component, upon which is
conditioned the grant or vesting of Performance Units. Performance Units shall be granted
in the form of units to acquire Shares. Each such unit shall be the cash equivalent of one
Share of Common Stock. No right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to Performance Units or the cash payable thereunder.




     (b) Number of Performance Units. Subject to Section 6(c) hereof, the
Administrator will have complete discretion in determining the number of Performance Units
granted to any Participant.




     (c) Other Terms. The Administrator, subject to the provisions of the
Plan, shall have complete discretion to determine the terms and conditions of Performance
Units granted under the Plan. Performance Unit grants shall be subject to the terms,
conditions, and restrictions determined by the Administrator at the time the grant is
awarded, which may include such performance-based milestones as are determined appropriate
by the Administrator. The Administrator may require the recipient to sign a Performance
Unit agreement as a condition of the award. Any certificates representing the units awarded
shall bear such legends as shall be determined by the Administrator.



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     (d) Performance Unit Award Agreement. Each Performance Unit grant
shall be evidenced by an agreement that shall specify such terms and conditions as the
Administrator, in its sole discretion, shall determine.



     14. Death of Participant. In the event a Participant dies while in Continuous Status
as an Employee or Participant, his or her Award shall vest in full.



     15. Non-Transferability of Awards. Except as determined otherwise by the
Administrator in its sole discretion (but never a transfer in exchange for value), Awards 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
Participant, only by the Participant, without the prior written consent of the Administrator.



     16. Stock Withholding to Satisfy Withholding Tax Obligations. When a Participant
incurs tax liability in connection with the exercise, vesting or payout, as applicable, of an
Award, which tax liability is subject to tax withholding under applicable tax laws, and the
Participant is obligated to pay the Company an amount required to be withheld under applicable tax
laws, the Participant may satisfy the withholding tax obligation by electing to have the Company
withhold from the Shares to be issued upon exercise of the Option or SAR or the Shares to be issued
upon payout or vesting of the other Award, if any, that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld is to be determined
(the “Tax Date”).




          All elections by a Participant to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Administrator and shall be subject to the following
restrictions:




     (a) the election must be made on or prior to the applicable Tax Date; and




     (b) all elections shall be subject to the consent or disapproval of the
Administrator.




          In the event the election to have Shares subject to an Award withheld is made by a Participant
and the Tax Date is deferred under Section 83 of the Code because no election is filed under
Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to
which the Option or SAR is exercised or other Award is vested but such Participant shall be
unconditionally obligated to tender back to the Company the proper number of Shares on the Tax
Date.



     17. Leaves of Absence. Unless the Administrator provides otherwise or except as
otherwise required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing
on the first day of any unpaid leave of absence, or on the ninety-first day in the case of any
leave of absence approved by the Board, and shall only recommence upon return to active service.



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




     (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by each
outstanding Award, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Award, as well as the price per
share of Common Stock covered by each such outstanding Award and the annual share
limitations under Sections 6(a) and (b) hereof, 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



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provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an Award.




     (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for a Participant to have the right to exercise
his or her Option or SAR until ten (10) days prior to such transaction as to all of the
Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be
exercisable. In addition, the Administrator may provide that any Company repurchase option
or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting
shall accelerate 100%, 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
(with respect to Options and SARs) or vested (with respect to other Awards), an Award will
terminate immediately prior to the consummation of such proposed action.




     (c) Merger or Asset Sale.




     (i) Stock Options and SARs. 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 SAR shall be assumed or an equivalent
option or SAR substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option or SAR, the Participant shall fully vest in and
have the right to exercise the Option or SAR as to all of the Awarded Stock,
including Shares as to which it would not otherwise be vested or exercisable. If an
Option or SAR becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or asset sale, the Administrator shall notify
the Participant in writing or electronically that the Option or SAR shall be fully
vested and exercisable for a period of thirty (30) days from the date of such
notice, and the Option or SAR shall terminate upon the expiration of such period.




     (ii) Restricted Stock, Restricted Stock Units, Performance Shares,
Performance Units and Dividend Equivalents. 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 Restricted Stock, Restricted Stock Unit,
Performance Share and Performance Unit award and any related Dividend Equivalent
shall be assumed or an equivalent Restricted Stock, Restricted Stock Unit,
Performance Share, and Performance Unit award and any related Dividend Equivalent
substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Restricted Stock, Restricted Stock Unit, Performance Share,
Performance Unit award and any related Dividend Equivalent, the Participant shall
fully vest in the Restricted Stock, Restricted Stock Unit, Performance Share,
Performance Unit award and any related Dividend Equivalent, including as to Shares
(or with respect to Dividend Equivalents and Performance Units, the cash equivalent
thereof) which would not otherwise be vested. For the purposes of this paragraph, a
Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit and
Deferred shall be considered assumed if, following the merger or asset sale, the
award confers the right to purchase or receive, for each Share (or with respect to
Dividend Equivalents and Performance Units, the cash equivalent thereof) subject to
the Award immediately prior to the merger or asset sale, the consideration (whether
stock, cash, or other securities or property) received in the merger or asset sale
by holders of the Company’s 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 asset sale
is 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, for each Share and each unit/right to acquire a Share



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subject to the Award (other than Dividend Equivalents and Performance Units) 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 the Company’s
common stock in the merger or asset sale.



     19. Time of Granting Awards. The date of grant of an Award shall, for all purposes,
be the date on which the Administrator makes the determination granting such Award. Notice of the
determination shall be given to each Employee or Consultant to whom an Award is so granted within a
reasonable time after the date of such grant.



     20. Term of Plan. The Plan shall continue in effect until May 18, 2011.



     21. 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 Section 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 Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which agreement
must be in writing and signed by the Participant and the Company.



     22. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, and the requirements of any stock exchange upon which the Shares may then be
listed, and shall be further subject to the approval of counsel for the Company with respect to
such compliance.



          As a condition to the exercise or payout, as applicable, of an Award, the Company may require
the person exercising such Option or SAR, or in the case of another Award (other than a Dividend
Equivalent or Performance Unit), the person receiving the Shares upon vesting, to render to the
Company a written statement containing such representations and warranties as, in the opinion of
counsel for the Company, may be required to ensure compliance with any of the aforementioned
relevant provisions of law, including a representation 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.




     23. 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. 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.




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