**EXHIBIT 10.1**

**ATHEROS COMMUNICATIONS, INC.**

**2004 STOCK INCENTIVE PLAN**

(Adopted by the Board on January 14, 2004 and amended and restated on March 19, 2008) 

**Table of Contents**

 
   **Page**
SECTION 1. ESTABLISHMENT AND PURPOSE
  1
SECTION 2. DEFINITIONS
  1
*(a)    “Affiliate”*
  1
*(b)    “Award”*
  1
*(c)    “Board of Directors”*
  1
*(d)    “Change in Control”*
  1
*(e)    “Code”*
  2
*(f)     “Committee”*
  2
*(g)    “Company”*
  2
*(h)    “Consultant”*
  2
*(i)     “Employee”*
  3
*(j)     “Exchange Act”*
  3
*(k)    “Exercise Price”*
  3
*(l)     “Fair Market Value”*
  3
*(m)   “ISO”*
  3
*(n)    “Nonstatutory Option”*or*“NSO”*
  3
*(o)    “Offeree”*
  4
*(p)    “Option”*
  4
*(q)    “Optionee”*
  4
*(r)    “Outside Director”*
  4
*(s)    “Parent”*
  4
*(t)     “Participant”*
  4
*(u)    “Plan”*
  4
*(v)    “Purchase Price”*
  4
*(w)   “Restricted Share”*
  4
*(x)    “Restricted Share Agreement”*
  4
*(y)    “SAR”*
  4
*(z)    “SAR Agreement”*
  4
*(aa)  “Service”*
  4
*(bb)  “Share”*
  4
*(cc)  “Stock”*
  4
*(dd)  “Stock Option Agreement”*
  4
*(ee)  “Stock Unit”*
  5
*(ff)    “Stock Unit Agreement”*
  5
*(gg)  “Subsidiary”*
  5
*(hh)  “Total and Permanent Disability”*
  5
SECTION 3. ADMINISTRATION
  5
*(a)    Committee Composition*
  5
*(b)    Committee for Non-Officer Grants*
  5
*(c)    Committee Procedures*
  5
 

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*(d)    Committee Responsibilities*
  6
SECTION 4. ELIGIBILITY
  7
*(a)    General Rule*
  7
*(b)    Automatic Grants to Outside Directors*
  7
*(c)    Ten-Percent Stockholders*
  8
*(d)    Attribution Rules*
  8
*(e)    Outstanding Stock*
  8
SECTION 5. STOCK SUBJECT TO PLAN
  8
*(a)    Basic Limitation*
  8
*(b)    Award Limitation*
  9
*(c)    Additional Shares*
  9
SECTION 6. RESTRICTED SHARES
  9
*(a)    Restricted Stock Agreement*
  9
*(b)    Payment for Awards*
  9
*(c)    Vesting*
  9
*(d)    Voting and Dividend Rights*
  10
*(e)    Restrictions on Transfer of Shares*
  10
SECTION 7. TERMS AND CONDITIONS OF OPTIONS
  10
*(a)    Stock Option Agreement*
  10
*(b)    Number of Shares*
  10
*(c)    Exercise Price*
  10
*(d)    Withholding Taxes*
  10
*(e)    Exercisability and Term*
  11
*(f)     Exercise of Options*
  11
*(g)    Effect of Change in Control*
  11
*(h)    Leaves of Absence*
  11
*(i)     No Rights as a Stockholder*
  11
*(j)     Modification, Extension and Renewal of Options*
  12
*(k)    Restrictions on Transfer of Shares*
  12
*(l)     Buyout Provisions*
  12
SECTION 8. PAYMENT FOR SHARES
  12
*(a)    General Rule*
  12
*(b)    Surrender of Stock*
  12
*(c)    Services Rendered*
  12
*(d)    Cashless Exercise*
  12
*(e)    Exercise/Pledge*
  13
*(f)     Promissory Note*
  13
*(g)    Other Forms of Payment*
  13
*(h)    Limitations under Applicable Law*
  13
 

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SECTION 9. STOCK APPRECIATION RIGHTS
  13
*(a)    SAR Agreement*
  13
*(b)    Number of Shares*
  13
*(c)    Exercise Price*
  13
*(d)    Exercisability and Term*
  13
*(e)    Effect of Change in Control*
  14
*(f)     Exercise of SARs*
  14
*(g)    Modification or Assumption of SARs*
  14
SECTION 10. STOCK UNITS
  14
*(a)    Stock Unit Agreement*
  14
*(b)    Payment for Awards*
  14
*(c)    Vesting Conditions*
  14
*(d)    Voting and Dividend Rights*
  14
*(e)    Form and Time of Settlement of Stock Units*
  15
*(f)     Death of Recipient*
  15
*(g)    Creditors’ Rights*
  15
SECTION 11. ADJUSTMENT OF SHARES
  15
*(a)    Adjustments*
  15
*(b)    Dissolution or Liquidation*
  16
*(c)    Reorganizations*
  16
*(d)    Reservation of Rights*
  16
SECTION 12. DEFERRAL OF AWARDS
  17
SECTION 13. AWARDS UNDER OTHER PLANS
  17
SECTION 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES
  17
*(a)    Effective Date*
  17
*(b)    Elections to Receive NSOs, Restricted Shares or Stock Units*
  18
*(c)    Number and Terms of NSOs, Restricted Shares or Stock Units*
  18
SECTION 15. LEGAL AND REGULATORY REQUIREMENTS
  18
SECTION 16. WITHHOLDING TAXES
  18
*(a)    General*
  18
*(b)    Share Withholding*
  18
SECTION 17. LIMITATION ON PARACHUTE PAYMENTS
  18
*(a)    Scope of Limitation*
  18
*(b)    Basic Rule*
  19
*(c)    Reduction of Payments*
  19
*(d)    Related Corporations*
  19
SECTION 18. NO EMPLOYMENT RIGHTS
  19
SECTION 19. QUALIFYING PERFORMANCE CRITERIA
  20
 

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SECTION 20. DURATION AND AMENDMENTS
  20
*(a)    Term of the Plan*
  20
*(b)    Right to Amend or Terminate the Plan*
  20
*(c)    Effect of Amendment or Termination*
  20
SECTION 21. EXECUTION
  21
 

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**ATHEROS COMMUNICATIONS, INC.**

**2004 STOCK INCENTIVE PLAN**

**SECTION 1. ESTABLISHMENT AND PURPOSE.**

The Plan was adopted by the Board of Directors on January 14, 2004, effective as of the date of the initial offering of Stock to the public pursuantto a registration statement filed by the Company with the Securities and Exchange Commission. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, OutsideDirectors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directorsand Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock optionsor nonstatutory stock options) or stock appreciation rights. 

**SECTION 2. DEFINITIONS.**

*(a) “Affiliate”* shall mean any entity other than a Subsidiary, if the Company and/or one of more Subsidiaries own not less than 50% ofsuch entity. 

*(b) “Award”* shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.

*(c) “Board of Directors”* shall mean the Board of Directors of the Company, as constituted from time to time. 

*(d) “Change in Control”* shall mean the occurrence of any of the following events: 

(i) A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors aredirectors who either: 

(A) Had been directors of the Company on the “look-back date” (as defined below) (the“original directors”); or 

(B) Were elected, or nominated for election, to the Board of Directors with theaffirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuingdirectors”); or 

(ii) Any “person” (as defined below) who by the acquisition or aggregation of securities, isor becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the 

 

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combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having theright to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number ofoutstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership ofany securities of the Company; or 

(iii) The consummation of a merger or consolidation of the Company with or into anotherentity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% ormore of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or 

(iv) The sale, transfer or other disposition of all or substantially all of the Company’s assets. 

For purposes of subsection (d)(i) above, the term “look-back” date shall mean the later of (1) January 14, 2004 or (2) the date24 months prior to the date of the event that may constitute a Change in Control. 

For purposes of subsection (d)(ii)) above, theterm “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Companyor a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock. 

Any other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to changethe state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a Change in Controlshall not be deemed to occur if the Company files a registration statement with the Securities and Exchange Commission for the initial offering of Stock to the public. 

*(e) “Code”* shall mean the Internal Revenue Code of 1986, as amended. 

*(f)“Committee”* shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof. 

*(g) “Company”* shall mean Atheros Communications, Inc. 

*(h) “Consultant”* shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor or a member of the board ofdirectors of a Parent or a Subsidiary who is not an Employee. Service as a Consultant shall be considered Service for all purposes of the Plan. 

 

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*(i) “Employee”*shall mean any individual who is a common-law employee of the Company, aParent or a Subsidiary. 

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

*(k) “Exercise Price”* shall mean, in the case of an Option, the amount for which one Common Share may be purchased upon exercise of suchOption, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Sharein determining the amount payable upon exercise of such SAR. 

*(l) “Fair Market Value”* with respect to a Share, shall meanthe market price of one Share of Stock, determined by the Committee as follows: 

(i) If the Stock was tradedover-the-counter on the date in question but was not traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal tothe mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the “PinkSheets” published by the National Quotation Bureau, Inc.; 

(ii) If the Stock was traded on The Nasdaq Stock Market,then the Fair Market Value shall be equal to the last reported sale price quoted for such date by The Nasdaq Stock Market; 

(iii) If the Stock was traded on a United States stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported for such date by the applicable composite-transactions report; and 

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faithon such basis as it deems appropriate. 

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on allpersons. 

*(m) “ISO”* shall mean an employee incentive stock option described in Section 422 of the Code. 

*(n) “Nonstatutory Option”* or *“NSO”* shall mean an employee stock option that is not an ISO. 

 

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*(o) “Offeree”* shall mean an individual to whom the Committee has offered the right toacquire Shares under the Plan (other than upon exercise of an Option). 

*(p) “Option”* shall mean an ISO or NonstatutoryOption granted under the Plan and entitling the holder to purchase Shares. 

*(q) “Optionee”* shall mean an individual orestate who holds an Option or SAR. 

*(r) “Outside Director”* shall mean a member of the Board of Directors who is not acommon-law employee of, or paid consultant to, the Company, a Parent or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan, except as provided in Section 4(a). 

*(s) “Parent”* shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if eachof the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date afterthe adoption of the Plan shall be a Parent commencing as of such date. 

*(t) “Participant”* shall mean an individual orestate who holds an Award. 

*(u) “Plan”*shall mean this 2004 Stock Incentive Plan of Atheros Communications, Inc., asamended from time to time. 

*(v) “Purchase Price”* shall mean the consideration for which one Share may be acquired underthe Plan (other than upon exercise of an Option), as specified by the Committee. 

*(w) “Restricted Share”*shall mean aShare awarded under the Plan. 

*(x) “Restricted Share Agreement”* shall mean the agreement between the Company and therecipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares. 

*(y)“SAR”* shall mean a stock appreciation right granted under the Plan. 

*(z) “SAR Agreement”* shall mean theagreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her SAR. 

*(aa)“Service”* shall mean service as an Employee, Consultant or Outside Director. 

*(bb) “Share”* shall mean oneshare of Stock, as adjusted in accordance with Section 8 (if applicable). 

*(cc) “Stock”* shall mean the Common Stockof the Company. 

*(dd) “Stock Option Agreement”* shall mean the agreement between the Company and an Optionee that containsthe terms, conditions and restrictions pertaining to his Option. 

 

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*(ee) “Stock Unit”* shall mean a bookkeeping entry representing the equivalent of oneShare, as awarded under the Plan. 

*(ff) “Stock Unit Agreement*” shall mean the agreement between the Company and therecipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit. 

*(gg)“Subsidiary”* shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attainsthe status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

*(hh)“Total and Permanent Disability”* shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or thathas lasted, or can be expected to last, for a continuous period of not less than 12 months. 

**SECTION 3. ADMINISTRATION.**

*(a) Committee Composition.* The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of the Company,who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify forexemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption underSection 162(m)(4)(C) of the Code. 

*(b) Committee for Non-Officer Grants.* The Board may also appoint one or more separatecommittees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not considered officers or directors of theCompany under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shallinclude such committee or committees appointed pursuant to the preceding sentence. The Board of Directors may also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act,to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award. 

*(c) Committee Procedures.* The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetingsat such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.

 

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*(d) Committee Responsibilities.* Subject to the provisions of the Plan, the Committee shall havefull authority and discretion to take the following actions: 

(i) To interpret the Plan and to apply its provisions;

(ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan; 

(iii) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(iv) To determine when Shares are to be awarded or offered for sale and when Options are to be granted under the Plan;

(v) To select the Offerees and Optionees; 

(vi) To determine the number of Shares to be offered to each Offeree or to be made subject to each Option; 

(vii) To prescribe the terms and conditions of each award or sale of Shares, including (without limitation) the Purchase Price, thevesting of the award (including accelerating the vesting of awards, either at the time of the award or sale or thereafter, without the consent of the Offeree or Optionee) and to specify the provisions of the Restricted Stock Agreement relating tosuch award or sale; 

(viii) To prescribe the terms and conditions of each Option, including (without limitation) theExercise Price, the vesting or duration of the Option (including accelerating the vesting of the Option), to determine whether such Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the Stock OptionAgreement relating to such Option; 

(ix) To amend any outstanding Restricted Stock Agreement or Stock Option Agreement,subject to applicable legal restrictions and to the consent of the Offeree or Optionee who entered into such agreement if the Offeree’s or Optionee’s rights or obligations would be adversely affected; 

(x) To prescribe the consideration for the grant of each Option or other right under the Plan and to determine the sufficiency of suchconsideration; 

(xi) To determine the disposition of each Option or other right under the Plan in the event of anOptionee’s or Offeree’s divorce or dissolution of marriage; 

(xii) To determine whether Options or other rightsunder the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business; 

 

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(xiii) To correct any defect, supply any omission, or reconcile any inconsistency in thePlan, any Stock Option Agreement or any Restricted Stock Agreement; and 

(xiv) To take any other actions deemed necessary oradvisable for the administration of the Plan. 

Subject to the requirements of applicable law, the Committee may designate persons other than members of theCommittee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting ofOptions or other rights under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all persons derivingtheir rights from an Offeree or Optionee. No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan, any Option, or any right to acquire Shares under the Plan.

**SECTION 4. ELIGIBILITY.**

*(a)General Rule.* Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs. 

*(b) Automatic Grants to Outside Directors.*

(i) Each Outside Director who first joins the Board of Directors after the effective date of the Plan, and who was not previously an Employee, shall receive a Nonstatutory Option, subject to approval of the Plan bythe Company’s stockholders, to purchase 37,500 Shares (subject to adjustment under Section 11) on the first business day after his or her election to the Board of Directors. Twenty-five percent (25%) of the Shares subject to eachOption granted under this Section 4(b)(i) shall vest and become exercisable on the first anniversary of the date of grant. The balance of the Shares subject to such Option (i.e. the remaining seventy-five percent (75%)) shall vest andbecome exercisable monthly over a three-year period beginning on the day which is one month after the first anniversary of the date of grant, at a monthly rate of 2.0833% of the total number of Shares subject to such Options. Notwithstanding theforegoing, each such Option shall become vested if a Change in Control occurs with respect to the Company during the Optionee’s Service. 

(ii) On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring after the adoption of the Plan, each OutsideDirector who was not elected to the Board for the first time at such meeting and who will continue serving as a member of the Board of Directors thereafter shall receive an Option to purchase 7,500 Shares (subject to adjustment under Section 11),provided that such Outside Director has served on the Board of Directors for at least six months. Each Option granted under the proceeding sentence of this Section 4(b)(ii) to a director first elected to the Board on or after November 1,2003 shall vest and become exercisable ratably 

 

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over forty-eight months. Each Option granted under this Section 4(b)(ii) to a director who was first elected to the Board prior to November 1, 2003shall vest and become exercisable ratably over 12 months. Notwithstanding the foregoing, each Option granted under this Section 4(b)(ii) shall become vested if a Change in Control occurs with respect to the Company during the Optionee’sService. 

(iii) The Exercise Price of all Nonstatutory Options granted to an Outside Director under this Section 4(b)shall be equal to 100% of the Fair Market Value of a Share on the date of grant, payable in one of the forms described in Section 8(a), (b) or (d). 

(iv) All Nonstatutory Options granted to an Outside Director under this Section 4(b) shall terminate on the earlier of (A) theday before the tenth anniversary of the date of grant of such Options or (B) the date twelve months after the termination of such Outside Director’s Service for any reason; provided, however, that any such Options that are not vested uponthe termination of the Outside Director’s Service for any reason shall terminate immediately and may not be exercised. 

*(c)Ten-Percent Stockholders*. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfiesthe requirements of Section 422(c)(5) of the Code. 

*(d) Attribution Rules*. For purposes of Section 4(c) above, indetermining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for acorporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries. 

*(e) Outstanding Stock*. For purposes of Section 4(c) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include sharesauthorized for issuance under outstanding options held by the Employee or by any other person. 

**SECTION 5. STOCK SUBJECT TO PLAN.**

*(a) Basic Limitation*. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The maximum aggregate number ofOptions, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed 2,250,000 Shares, plus (x) any Shares remaining available for grant of awards under the Company’s 1998 Stock Incentive Plan on the effective date ofthe Plan (including Shares subject to outstanding options under the Company’s 1998 Stock Incentive Plan on the effective date of this Plan that are subsequently forfeited or terminate for any other reason before being exercised and unvestedShares that are forfeited 

 

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pursuant to such plan after the effective date of this Plan) and (y) an annual increase on the first day of each fiscal year during the term of thePlan, beginning January 1, 2005, in each case in an amount equal to the lesser of (i) 3,750,000 Shares, (ii) 5% of the outstanding Shares on the last day of the immediately preceding year, or (iii) an amount determined by theBoard. The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number ofShares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. 

*(b) Award Limitation*. Subject to the provisions of Section 11, no Participant may receive Options or SARs under the Plan in any calendar yearthat relate to more than 937,500 Shares, except that grants to a Participant in the calendar year in which his or her service first commences shall not relate to more than 2,250,000 Shares. Subject to the provisions of Section 11, noParticipant may receive Restricted Shares or Stock Units under the Plan in any calendar year that relate to more than 937,500 Shares, except that grants to a Participant in the calendar year in which his or her service first commences shall notrelate to more than 2,250,000 Shares. 

*(c) Additional Shares*. If Restricted Shares or Shares issued upon the exercise of Options areforfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised, then the corresponding Shares shall again become availablefor Awards under the Plan. If Stock Units are settled, then only the number of Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 5(a) and the balance shall again become availablefor Awards under the Plan. If SARs are exercised, then only the number of Shares (if any) actually issued in settlement of such SARs shall reduce the number available in Section 5(a) and the balance shall again become available for Awards underthe Plan. 

**SECTION 6. RESTRICTED SHARES.**

*(a) Restricted Stock Agreement*. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable termsof the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical. 

*(b) Payment for Awards*. Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as theCommittee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services. To the extent that an Award consists of newly issued Restricted Shares, the Award recipient shallfurnish consideration with a value not less than the par value of such Restricted Shares in the form of cash, cash equivalents, or past services rendered to the Company (or a Parent or Subsidiary), as the Committee may determine. 

*(c) Vesting*. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, uponsatisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee maydetermine, at the time of granting Restricted Shares of thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company. 

 

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*(d) Voting and Dividend Rights*. The holders of Restricted Shares awarded under the Plan shall havethe same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Suchadditional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 

*(e) Restrictions on Transfer of Shares*. Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in theapplicable Restricted Stock Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares. 

**SECTION 7. TERMSAND CONDITIONS OF OPTIONS.**

*(a) Stock Option Agreement*. Each grant of an Option under the Plan shall be evidenced by a StockOption Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which theCommittee deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not beidentical. Options may be granted in consideration of a reduction in the Optionee’s other compensation. 

*(b) Number of Shares*.Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 11. 

*(c) Exercise Price.* Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of theFair Market Value of a Share on the date of grant, except as otherwise provided in 4(c), and the Exercise Price of an NSO shall not be less 85% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, a Stock OptionAgreement may specify that the exercise price of an NSO may vary in accordance with a predetermined formula. Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be determined by the Committee at its solediscretion. The Exercise Price shall be payable in one of the forms described in Section 8. 

*(d) Withholding Taxes*. As acondition to the exercise of an Option, the Optionee shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.The Optionee shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercisingan Option. 

 

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*(e) Exercisability and Term.* Each Stock Option Agreement shall specify the date when all or anyinstallment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for Employees describedin Section 4(c). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the eventof the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in thisSection 7(e), the Committee at its sole discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire. 

*(f) Exercise of Options.***Upon Termination of Service. Each Stock Option Agreement shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of theOptionee’s Service with the Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Optionee’s estate or any person who has acquired such Option(s) directly from the Optionee by bequestor inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. 

*(g) Effect of Change in Control.* The Committee may determine, at the time of granting an Option or thereafter, that such Option shall becomeexercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to the Company. 

*(h) Leaves of Absence.* An Employee’s Service shall cease when such Employee ceases to be actively employed by, or a Consultant to, the Company (or any subsidiary) as determined in the sole discretion of the Board of Directors.For purposes of Options, Service does not terminate when an Employee goes on a bona fide leave of absence, that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued servicecrediting is required by applicable law. However, for purposes of determining whether an Option is entitled to ISO status, an Employee’s Service will be treated as terminating 90 days after such Employee went on leave, unless suchEmployee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves counttoward Service, and when Service terminates for all purposes under the Plan. 

 

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*(i) No Rights as a Stockholder.* An Optionee, or a transferee of an Optionee, shall have no rightsas a stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in Section 11. 

*(j) Modification, Extension and Renewal of Options.* Within the limitations of the Plan, the Committee may modify, extend or renew outstandingoptions or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or adifferent exercise price, or in return for the grant of the same or a different number of Shares. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, adversely affect his or her rights orobligations under such Option. 

*(k) Restrictions on Transfer of Shares.* Any Shares issued upon exercise of an Option shall besubject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shallapply in addition to any general restrictions that may apply to all holders of Shares. 

*(l) Buyout Provisions.* The Committee may atany time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms andconditions as the Committee shall establish. 

**SECTION 8. PAYMENT FOR SHARES.**

*(a) General Rule.* The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United Statesof America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below. 

*(b)Surrender of Stock.* To the extent that a Stock Option Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. SuchShares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause theCompany to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 

*(c) Services Rendered.* At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary prior to the award. If Shares are awarded without the payment of aPurchase Price in cash, the Committee shall make a determination (at the time of the award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to meet the requirements of Section 6(b). 

*(d) Cashless Exercise.* To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a formprescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. 

 

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*(e) Exercise/Pledge.* To the extent that a Stock Option Agreement so provides, payment may be madeall or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment ofthe aggregate Exercise Price. 

*(f) Promissory Note.* To the extent that a Stock Option Agreement or Restricted Stock Agreement soprovides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the Common Shares being purchased under the Plan, if newly issued, shall be paid in cash orcash equivalents. 

*(g) Other Forms of Payment.* To the extent that a Stock Option Agreement or Restricted Stock Agreement soprovides, payment may be made in any other form that is consistent with applicable laws, regulations and rules. 

*(h) Limitations underApplicable Law.* Notwithstanding anything herein or in a Stock Option Agreement or Restricted Stock Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.

**SECTION 9. STOCK APPRECIATION RIGHTS.**

*(a) SAR Agreement.* Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other termsthat are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation. 

*(b) Number of Shares.* Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment of suchnumber in accordance with Section 11. 

*(c) Exercise Price.* Each SAR Agreement shall specify the Exercise Price. A SAR Agreementmay specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding. 

*(d) Exercisabilityand Term.* Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in theevent of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. SARs may 

 

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be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SARmay be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control. 

*(e) Effect of Change in Control.* The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fullyexercisable as to all Common Shares subject to such SAR in the event that a Change in Control occurs with respect to the Company. 

*(f)Exercise of SARs.* Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as theCommittee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject tothe SARs exceeds the Exercise Price. 

*(g) Modification or Assumption of SARs.* Within the limitations of the Plan, the Committee maymodify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or adifferent exercise price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, may alter or impair his or her rights or obligations under such SAR. 

**SECTION 10. STOCK UNITS.**

*(a) Stock UnitAgreement.* Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other termsthat are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation.

*(b) Payment for Awards.* To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be requiredof the Award recipients. 

*(c) Vesting Conditions.* Each Award of Stock Units may or may not be subject to vesting. Vesting shalloccur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or otherevents. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that a Change in Control occurs with respect to the Company. 

*(d) Voting and Dividend Rights.* The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awardedunder the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the 

 

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holder to be credited with an amount equal to all cash dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be convertedinto additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the sameconditions and restrictions (including without limitation, any forfeiture conditions) as the Stock Units to which they attach. 

*(e) Formand Time of Settlement of Stock Units.* Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible forsettlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair MarketValue of Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed,or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustmentpursuant to Section 11. 

*(f) Death of Recipient.* Any Stock Units Award that becomes payable after the recipient’s deathshall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiarydesignation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Awardthat becomes payable after the recipient’s death shall be distributed to the recipient’s estate. 

*(g) Creditors’Rights.* A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable StockUnit Agreement. 

**SECTION 11. ADJUSTMENT OF SHARES.**

*(a) Adjustments.* In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has amaterial effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make suchadjustments as it, in its sole discretion, deems appropriate in one or more of: 

(i) The number of Options, SARs, RestrictedShares and Stock Units available for future Awards under Section 5; 

 

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(ii) The limitations set forth in Sections 5(a) and (b); 

(iii) The number of NSOs to be granted to Outside Directors under Section 4(b); 

(iv) The number of Shares covered by each outstanding Option and SAR; 

(v) The Exercise Price under each outstanding Option and SAR; or 

(vi) The number of Stock Units included in any prior Award which has not yet been settled. 

Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible intostock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 

*(b) Dissolution or Liquidation.* To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately priorto the dissolution or liquidation of the Company. 

*(c) Reorganizations.* In the event that the Company is a party to a merger orother reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement shall provide for: 

(i) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; 

(ii) The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary; 

(iii) The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards; 

(iv) Full exercisability or vesting and accelerated expiration of the outstanding Awards; or 

(v) Settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.

*(d) Reservation of Rights.* Except as provided in this Section 11, an Optionee or Offeree shall have no rights by reason of anysubdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares 

 

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of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall notaffect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 

**SECTION 12. DEFERRAL OF AWARDS.**

The Committee (inits sole discretion) may permit or require a Participant to: 

Have cash that otherwise would be paid to such Participant as a result of theexercise of a SAR or the settlement of Stock Units credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books; 

Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of StockUnits; or 

Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or thesettlement of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair MarketValue of such Shares as of the date when they otherwise would have been delivered to such Participant. 

A deferred compensation accountestablished under this Section 12 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a generalcreditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral orconversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts establishedunder this Section 12. 

**SECTION 13. AWARDS UNDER OTHER PLANS.**

The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan like Shares issued insettlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5. 

**SECTION 14. PAYMENT OF DIRECTOR’SFEES IN SECURITIES.**

*(a) Effective Date.* No provision of this Section 14 shall be effective unless and until the Board hasdetermined to implement such provision. 

 

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*(b) Elections to Receive NSOs, Restricted Shares or Stock Units.* An Outside Director may elect toreceive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall beissued under the Plan. An election under this Section 14 shall be filed with the Company on the prescribed form. 

*(c) Number andTerms of NSOs, Restricted Shares or Stock Units.* The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in amanner determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the Board. 

**SECTION 15. LEGAL ANDREGULATORY REQUIREMENTS.**

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or isexempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchangeon which the Company’s securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. 

**SECTION 16. WITHHOLDING TAXES.**

*(a) General.*To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connectionwith the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. 

*(b) Share Withholding.* The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued tohim or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant haveShares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the legally required minimum tax withholding. 

**SECTION 17. LIMITATION ON PARACHUTE PAYMENTS.**

*(a) Scope of Limitation.* This Section 17 shall apply to an Awardonly if the independent auditors most recently selected by the Board (the “Auditors”) determine that the after-tax value of such Award to the Optionee or Offeree, taking into account the effect of all federal, state and local income taxes,employment taxes and excise taxes applicable to the Optionee or Offeree (including the excise tax under section 4999 of the Code), will be greater after the application of this Section 17 than it was before application of this Section 17.

 

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*(b) Basic Rule.* In the event that the Auditors determine that any payment or transfer by theCompany under the Plan to or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” inSection 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 17, the “Reduced Amount” shall be the amount, expressed as apresent value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code. 

*(c) Reduction of Payments.* If the Auditors determine that any Payment would be nondeductible by the Company because of Section 280G of theCode, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of thePayments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within 10 days of receipt of notice. If nosuch election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals theReduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Auditors underthis Section 17 shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the electionshereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts asbecome due to him or her under the Plan. 

*(d) Related Corporations.* For purposes of this Section 17, the term“Company” shall include affiliated corporations to the extent determined by the Auditors in accordance with Section 280G(d)(5) of the Code. 

**SECTION 18. NO EMPLOYMENT RIGHTS.**

No provision of the Plan, nor any right or Option granted under the Plan, shall beconstrued to give any person any right to become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without notice.

 

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**SECTION 19. QUALIFYING PERFORMANCE CRITERIA.**

The number of Shares or other benefits granted, issued, retainable and/or vested under an Award may be made subject to the attainment of performance goalsfor a specified period of time relating to one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, eitherindividually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison groupor index, in each case as specified by the Committee in the Award: (a) cash flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total stockholder return,(f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operatingprofit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, or (p) market segment shares (“Qualifying Performance Criteria”). The Committee may appropriately adjustany evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) theeffect 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 nonrecurring items as described inAccounting Principles Board Opinion No. 30 and/or in managements’ discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year. Ifapplicable, the Committee shall determine the Qualifying Performance Criteria not later than the 90th day of the performance period, and shall determine and certify, for each Participant, the extent to which the Qualifying Performance Criteria havebeen met. The Committee may not in any event increase the amount of compensation payable under the Plan upon the attainment of a Qualifying Performance Goal to a Participant who is a “covered employee” within the meaning ofSection 162(m) of the Code. 

**SECTION 20. DURATION AND AMENDMENTS.**

*(a) Term of the Plan.* The Plan, as set forth herein, shall terminate automatically on January 13, 2014 and may be terminated on any earlier date pursuant to Subsection (b) below. 

*(b) Right to Amend or Terminate the Plan.* The Board of Directors may amend the Plan at any time and from time to time. Rights and obligationsunder any Option granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the person to whom the Option was granted. An amendment of the Plan shall be subject to the approval of theCompany’s stockholders only to the extent required by applicable laws, regulations or rules. 

*(c) Effect of Amendment orTermination.* No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Sharepreviously issued or any Option previously granted under the Plan. 

 

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**SECTION 21. EXECUTION.**

To record the adoption of this amendment and restatement of this Plan by the Board of Directors on March 19, 2008, the Company has caused its authorized officer to execute the same. 

 
ATHEROS COMMUNICATIONS, INC.By   /s/ Bruce P. JohnsonName   Bruce P. JohnsonTitle   Assistant Secretary
 

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