**Exhibit 10.4(a)**

**MEDIVATION, INC.**

**AMENDED AND RESTATED**

**2004 EQUITY INCENTIVE AWARD PLAN**

**ARTICLE 1**

**PURPOSE**

1.1 *General*. Thepurpose of the Medivation, Inc. Amended and Restated 2004 Equity Incentive Award Plan (the “***Plan***”) is to promote the success and enhance the value of Medivation, Inc. (the “***Company***”) by linking thepersonal interests of the members of the Board, employees, consultants, officers, and executives of the Company and any Subsidiary, to those of Company stockholders and by providing such individuals with an incentive for outstanding performance togenerate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, employees, consultants, officers, andexecutives of the Company and its Subsidiaries upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The original effective date of the Plan was March 15, 2004 (the“***Original Effective Date***”). This Amended and Restated Plan will be effective on the date it is approved by the Company’s stockholders (the “***Amendment and Restatement Effective Date***”). 

**ARTICLE 2**

**DEFINITIONS ANDCONSTRUCTION**

2.1 *Definitions*. The following words and phrases shall have the following meanings: 

(a) “***Award***” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance Shareaward, a Dividend Equivalents award, a Stock Payment award, a Restricted Stock Unit award, or a Performance-Based Award granted to a Participant pursuant to the Plan. 

(b) “***Award Agreement***” means any written or electronic agreement, contract, or other instrument or documentevidencing an Award. 

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

(d) “***Change of Control***” means and includes each of the following: 

(i) the acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections3(a)(9), 13(d) and 14(d) of the Exchange Act and the rules thereunder) of “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors(“voting securities”) of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding voting securities, other than: 

(A) an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored ormaintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or 

(B) an acquisition of voting securities by the Company or a corporation owned, directly or indirectly by the stockholders of the Companyin substantially the same proportions as their ownership of the stock of the Company; 

Notwithstanding the foregoing, thefollowing event shall not constitute an “acquisition” by any person or group for purposes of this subsection (e): an acquisition of the Company’s securities by the Company that causes the Company’s voting securities beneficiallyowned by a person or group to 

 

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represent 50% or more of the combined voting power of the Company’s then outstanding voting securities; *provided, however,* that if a person orgroup shall become the beneficial owner of 50% or more of the combined voting power of the Company’s then outstanding voting securities by reason of share acquisitions by the Company as described above and shall, after such share acquisitionsby the Company, become the beneficial owner of any additional voting securities of the Company, then such acquisition shall constitute a Change of Control; or 

(ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with anynew director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clauses (i) or (iii) of this subsection (e)) whose election by the Board ornomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination forelection was previously so approved, cease for any reason to constitute a majority thereof; or 

(iii) the consummation bythe Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of allor substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of theCompany or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company(the Company or such person, the “***Successor Entity***”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,and 

(B) after which no person or group beneficially owns voting securities representing 50% or more of the combined votingpower of the Successor Entity; *provided, however,* that no person or group shall be treated for purposes of this clause (B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of thevoting power held in the Company prior to the consummation of the transaction; or 

(iv) the Company’s stockholdersapprove a liquidation or dissolution of the Company. 

Notwithstanding the foregoing, a transaction shall not constitute a“***Change of Control***” if: (w) its sole purpose is to change the state of the Company’s incorporation; (x) its sole purpose is to create a holding company that will be owned in substantially the same proportionsby the persons who held the Company’s securities immediately before such transaction; (y) it constitutes the Company’s initial public offering of its securities; or (z) it is a transaction effected primarily for the purpose offinancing the Company with cash (as determined by the Committee in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise). 

The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Changeof Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto. 

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

(f) “***Committee***” means the committee of the Board described in Article 12. 

(g) “***Covered Employee***” means an Employee who is, or could be, a “covered employee” within the meaning ofSection 162(m) of the Code. 

 

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(h) “***Director***” means a director of the Company or any Subsidiary.

(i) “***Disability***” means, for purposes of this Plan, that the Participant qualifies to receivelong-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time. 

(j) “***Dividend Equivalents***” means a right granted to a Participant pursuant to Article 8 to receive the equivalent value (in cash or Stock) of dividends paid on Stock. 

(k) “***Employee***” means any officer or other employee (as defined in accordance with Section 3401(c) of theCode) of the Company or any Subsidiary. A person shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, any Subsidiary,or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. Neither service as a director nor payment of a director’sfee by the Company shall be sufficient, by itself, to constitute “employment” by the Company. 

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

(m) “***Fair MarketValue***” shall mean, as of any date, the value of Stock determined as follows: 

(i) If the Stock is listed on anyestablished stock exchange or a national market system, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, or ifthe Stock is not traded on such date, on the next preceding date as reported in *The Wall Street Journal* or such other source as the Committee deems reliable; 

(ii) If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shallbe the mean of the closing bid and asked prices for the Stock on the date of determination, or if the Stock is not traded on such date, on the next preceding date, as reported in *The Wall Street Journal* or such other source as the Committeedeems reliable; or 

(iii) In the absence of an established market for the Stock, the Fair Market Value thereof shall bedetermined in good faith by the Committee. 

(n) “***Full Value Award***” means any Award other than anOption or other Award for which the Participant pays the intrinsic value (whether directly or by forgoing a right to receive a payment from the Company). 

(o) “***Incentive Stock Option***” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 

(p) “***Non-Employee Director***” means a Director who qualifies as a “Non-Employee Director” as defined inRule 16b-3(b) (3) of the Exchange Act, or any successor definition adopted by the Board. 

(q) “***Non-QualifiedStock Option***” means an Option that is not intended to be an Incentive Stock Option. 

(r)“***Option***” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of shares of Stock at a specified price during specified time periods. An Option may be either an IncentiveStock Option or a Non-Qualified Stock Option. 

(s) “***Participant***” means a person who, as a Director,consultant to the Company or any Subsidiary or Employee, has been granted an Award pursuant to the Plan. 

(t)“***Performance-Based Award***” means an Award granted to select Covered Employees pursuant to Articles 6 and 8, but which is subject to the terms and conditions set forth in Article 9. 

(u) “***Performance Criteria***” means the criteria that the Committee selects for purposes of establishing thePerformance Goal or Performance Goals for a Participant for a Performance Period. The Performance 

 

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Criteria that will be used to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciationand amortization), net losses, sales or revenue, operating earnings, operating cash flow, return on net assets, return on stockholders’ equity, return on assets, return on capital, stockholder returns, gross or net profit margin, earnings pershare, price per share of Stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee shall, within the time prescribed bySection 162(m) of the Code, define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Participant. 

(v) “***Performance Goals***” means, for a Performance Period, the goals established in writing by the Committee for thePerformance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division,business unit, or an individual. The Committee, in its discretion, may, within the time prescribed by Section 162(m) of the Code, adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilutionor enlargement of the rights of Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (ii) in recognition of, or in anticipation of, any other unusualor nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. 

(w) “***Performance Period***” means the one or more periods of time, which may be of varying and overlapping durations,as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award. 

(x) “***Performance Share***” means a right granted to a Participant pursuant to Article 8, to receive cash, Stock, orother Awards, the payment of which is contingent upon achieving certain performance goals established by the Committee. 

(y)“***Plan***” means this Medivation, Inc. Amended and Restated 2004 Equity Incentive Award Plan, as it may be amended from time to time. 

(z) “***Qualified Performance-Based Compensation***” means any compensation that is intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4) (C) of the Code. 

(aa) “***Restricted Stock***” means Stock awarded to a Participantpursuant to Article 6 that is subject to certain restrictions and to risk of forfeiture. 

(bb) “***Restricted StockUnit***” means a right to receive a share of Stock during specified time periods pursuant to Article 8. 

(cc)“***Stock***” means the common stock of the Company and such other securities of the Company that may be substituted for Stock pursuant to Article 11. 

(dd) “***Stock Appreciation Right***” or “***SAR***” means a right granted pursuant to Article 7 toreceive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as set forth in the applicable Award Agreement.

(ee) “***Stock Payment***” means (a) a payment in the form of shares of Stock, or (b) an optionor other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8. 

(ff) “***Subsidiary***” means any corporation or other entity of which a majority of the outstanding voting stock orvoting power is beneficially owned directly or indirectly by the Company. 

 

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**ARTICLE 3**

**SHARES SUBJECT TO THE PLAN**

3.1 *Number of Shares*. 

(a) Subject to Article 11, the aggregate number of shares of Stock which may be issued or transferred pursuant to Awards under the Planshall be 7,500,000 shares.****

(b) To the extent that an Award terminates, expires, or lapses for any reason, anyshares of Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Any shares of Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shallbe treated as issued under this Plan and shall be deducted from the aggregate number of shares which may be issued under Section 3.1(a). In addition, for purposes of determining the number of shares of Stock issuable or transferred pursuant toSection 3.1(a), each share of Stock which is issued or transferred pursuant to a Full Value Award, shall be treated as if 1.4 shares of Stock had been so issued or transferred. To the extent permitted by applicable law or any exchange rule,shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Stock available for grant pursuant tothis Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. 

(c) Notwithstanding the provisions of this Section 3.1, no shares of Stock may again be optioned, granted or awarded if such actionwould cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under Code Section 422. 

3.2 *StockDistributed*. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. 

3.3 *Limitation on Number of Shares Subject to Awards*. Notwithstanding any provision in the Plan to the contrary, and subject to Article 11, themaximum number of shares of Stock with respect to one or more Awards that may be granted to any one Participant during a calendar year shall be 1,000,000 and the maximum amount that may be paid in cash during any calendar year with respect to anyPerformance-Based Award shall be $5,000,000. 

**ARTICLE 4**

**ELIGIBILITY AND PARTICIPATION**

4.1 *Eligibility*. 

(a) General. Persons eligible to participate in this Plan include Employees, consultants to the Company or any Subsidiary and all membersof the Board, as determined by the Committee. 

(b) Foreign Participants. In order to assure the viability of Awards grantedto Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Moreover, the Committee may approve suchsupplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; *provided,however*, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Sections 3.1 and 3.3 of the Plan. 

4.2 *Actual Participation*. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals,those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan. 

 

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**ARTICLE 5**

**STOCK OPTIONS**

5.1 *General*. The Committee is authorized to grant Options to Participants onthe following terms and conditions: 

(a) Exercise Price. The exercise price per share of Stock subject to an Option shall bedetermined by the Committee and set forth in the Award Agreement; *provided* that the exercise price for any Option shall not be less than par value of a share of Stock on the date of grant. If the exercise price of an Option is less than FairMarket Value on the date of grant, such Option shall be treated as a Full Value Award for purposes of the share counting provisions of Section 3.1(b). 

(b) Time And Conditions Of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, *provided* that the term of any Option granted under the Plan shallnot exceed ten years, and *provided further,* that in the case of a Non-Qualified Stock Option, such Option shall be exercisable for one year after the date of the Participant’s death. The Committee shall also determine the performance orother conditions, if any, that must be satisfied before all or part of an Option may be exercised. 

(c) Payment. TheCommittee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, promissory note bearing interest at such rate as is a market rate of interest and which alsoprecludes the imputation of interest under the Code, shares of Stock held for longer than six months having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or otherproperty acceptable to the Committee (including through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker hasbeen directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, *provided* that payment of such proceeds is then made to the Company upon settlement of such sale), and themethods by which shares of Stock shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of theCompany within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k). 

(d) Evidence Of Grant. All Options shall be evidenced by a written Award Agreement between the Company and the Participant. The AwardAgreement shall include such additional provisions as may be specified by the Committee. 

5.2 *Incentive Stock Options*. IncentiveStock Options shall be granted only to Employees and the terms of any Incentive Stock Options granted pursuant to the Plan must comply with the following additional provisions of this Section 5.2: 

(a) Exercise Price. The exercise price per share of Stock shall be set by the Committee, *provided* that the exercise price for anyIncentive Stock Option shall not be less than 100% of the Fair Market Value on the date of grant. 

(b) Expiration Of Option.An Incentive Stock Option may not be exercised to any extent by anyone after the first to occur of the following events: 

(1) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement. 

(2) One yearafter the date of the Participant’s termination of employment or service on account of Disability or death, unless in the case of death a shorter or longer period is designated in the Award Agreement. Upon the Participant’s Disability ordeath, any Incentive Stock Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so pursuant to theParticipant’s last will and 

 

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testament, or, if the Participant fails to make testamentary disposition of such Incentive Stock Option or dies intestate, by the person or persons entitledto receive the Incentive Stock Option pursuant to the applicable laws of descent and distribution. 

(c) Individual DollarLimitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000 orsuch other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be consideredNon-Qualified Stock Options. 

(d) Ten Percent Owners. An Incentive Stock Option shall be granted to any individual who, atthe date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of Stock of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grantand the Option is exercisable for no more than five years from the date of grant. 

(e) Transfer Restriction. The Participantshall give the Company prompt notice of any disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (1) two years from the date of grant of such Incentive Stock Option or (2) one year after the transfer ofsuch shares of Stock to the Participant. 

(f) Expiration Of Incentive Stock Options. No Award of an Incentive Stock Optionmay be made pursuant to this Plan after the tenth anniversary of the Amendment and Restatement Effective Date. 

(g) Right ToExercise. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant. 

5.3 *EarlyExercisability*. The Committee may provide in the terms of a Participant’s Award Agreement that the Participant may, at any time before the Participant’s status as an Employee, member of the Board or consultant to the Companyterminates, exercise the Option(s) granted to such Participant in whole or in part prior to the full vesting of the Option(s); *provided, however*, shares of Stock acquired upon exercise of an Option which has not fully vested may be subject toany forfeiture, transfer or other restrictions as the Committee may determine in its sole discretion. 

**ARTICLE 6**

**RESTRICTED STOCK AWARDS**

6.1 *Grantof Restricted Stock*. The Committee is authorized to make Awards of Restricted Stock to any Participant selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of RestrictedStock shall be evidenced by a Restricted Stock Award Agreement. 

6.2 *Issuance and Restrictions*. Subject to Section 10.6,Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on theRestricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, subject to Section 10.6 as the Committee determines at the time of the grant of theAward or thereafter. 

6.3 *Forfeiture*. Except as otherwise determined by the Committee at the time of the grant of the Award orthereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; *provided, however*, that subject to Section 10.6, theCommittee may provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committeemay in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock. 

 

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6.4 *Certificates For Restricted Stock*. Restricted Stock granted pursuant to the Plan may beevidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, andrestrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse. 

**ARTICLE 7**

**STOCK APPRECIATION RIGHTS**

7.1 *Grant of Stock Appreciation Rights*. A Stock Appreciation Right may be granted to any Participant selected by the Committee. A StockAppreciation Right may be granted (a) in connection and simultaneously with the grant of an Option, (b) with respect to a previously granted Option, or (c) independent of an Option. A Stock Appreciation Right shall be subject to suchterms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement. 

7.2*Coupled Stock Appreciation Rights*. 

(a) A Coupled Stock Appreciation Right (“***CSAR***”) shall berelated to a particular Option and shall be exercisable only when and to the extent the related Option is exercisable. 

(b)A CSAR may be granted to a Participant for no more than the number of shares subject to the simultaneously or previously granted Option to which it is coupled. 

(c) A CSAR shall entitle the Participant (or other person entitled to exercise the Option pursuant to the Plan) to surrender to theCompany unexercised a portion of the Option to which the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive from the Company in exchange therefor an amount determined by multiplying the difference obtained bysubtracting the Option exercise price from the Fair Market Value of a share of Stock on the date of exercise of the CSAR by the number of shares of Stock with respect to which the CSAR shall have been exercised, subject to any limitations theCommittee may impose. 

7.3 *Independent Stock Appreciation Rights*. 

(a) An Independent Stock Appreciation Right (“***ISAR***”) shall be unrelated to any Option and shall have a term set bythe Committee. An ISAR shall be exercisable in such installments as the Committee may determine. An ISAR shall cover such number of shares of Stock as the Committee may determine. The exercise price per share of Stock subject to each ISAR shall beset by the Committee; *provided, however*, that, the Committee in its sole and absolute discretion may provide that the ISAR may be exercised subsequent to a termination of employment or service, as applicable, or following a Change of Controlof the Company, or because of the Participant’s retirement, death or disability, or otherwise. 

(b) An ISAR shallentitle the Participant (or other person entitled to exercise the ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amountdetermined by multiplying the difference obtained by subtracting the exercise price per share of the ISAR from the Fair Market Value of a share of Stock on the date of exercise of the ISAR by the number of shares of Stock with respect to which theISAR shall have been exercised, subject to any limitations the Committee may impose. 

7.4 *Payment and Limitations*. 

(a) Payment of the amounts determined under Section 7.2(c) and 7.3(b) above shall be in cash, in Stock (based on its Fair MarketValue as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee. 

(b) To the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it shall be made subject to satisfaction of all provisions of Article 5 above pertaining to Options. 

 

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(c) To the extent that the exercise price per share of an ISAR or CSAR is less than theFair Market Value of a share of Stock on the date of grant, then such Stock Appreciation Right shall be treated as a Full Value Award under the share counting provisions of Section 3.1(b). 

(d) No Stock Appreciation Right shall have a term of more than ten years. 

**ARTICLE 8**

**OTHER TYPES OF AWARDS**

8.1 *Performance Share Awards*. Any Participant selected by the Committee may be granted one or more Performance Share awards which may bedenominated in a number of shares of Stock or in a dollar value of shares of Stock and which may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case ona specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) thecontributions, responsibilities and other compensation of the particular Participant. 

8.2 *Dividend Equivalents*. 

(a) Any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on the shares of Stockthat are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalentsshall be converted to cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. 

(b) Dividend Equivalents granted with respect to Options or SARs that are intended to be Qualified Performance-Based Compensation shall bepayable, with respect to pre-exercise periods, regardless of whether such Option or SAR is subsequently exercised. 

8.3 *StockPayments*. Any Participant selected by the Committee may receive Stock Payments in the manner determined from time to time by the Committee. The number of shares shall be determined by the Committee and may be based upon the Performance Criteriaor other specific performance criteria determined appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter. 

8.4 *Restricted Stock Units*. Any Participant selected by the Committee may be granted an award of Restricted Stock Units in the manner determined from time to time by the Committee. The number of RestrictedStock Units shall be determined by the Committee and may be linked to the Performance Criteria or other specific performance criteria determined to be appropriate by the Committee, in each case on a specified date or dates or over any period orperiods determined by the Committee. Stock underlying a Restricted Stock Unit will not be issued until the Restricted Stock Unit has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided bythe Committee, a Participant awarded Restricted Stock Units shall have no rights as a Company stockholder with respect to such Restricted Stock Units until such time as the Restricted Stock Units have vested and the Stock underlying the RestrictedStock Units has been issued. 

8.5 *Term*. The term of any Award of Performance Shares, Dividend Equivalents, Stock Payments orRestricted Stock Units shall be set by the Committee in its discretion. 

8.6 *Exercise or Purchase Price*. The Committee may establishthe exercise or purchase price of any Award of Performance Shares, Restricted Stock Units or Stock Payments; *provided, however*, that such price shall not be less than the par value of a share of Stock, unless otherwise permitted by applicablestate law. 

8.7 *Exercise Upon Termination of Employment or Service*. An Award of Performance Shares, Dividend Equivalents, RestrictedStock Units and Stock Payments shall only be exercisable or payable while the Participant is an Employee, consultant to the Company or a member of the Board, as applicable; *provided,*

 

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*however*, that the Committee in its sole and absolute discretion may provide that an Award of Performance Shares, Dividend Equivalents, Stock Paymentsor Restricted Stock Units may be exercised or paid subsequent to a termination of employment or service, as applicable, upon or following a Change of Control of the Company, or because of the Participant’s retirement, death or disability, orotherwise. 

8.8 *Form of Payment*. Payments with respect to any Awards granted under this Article 8 shall be made in cash, in Stock ora combination of both, as determined by the Committee. 

8.9 *Award Agreement*. All Awards under this Article 8 shall be subject tosuch additional terms and conditions as determined by the Committee and shall be evidenced by a written Award Agreement. 

**ARTICLE 9**

**PERFORMANCE-BASED AWARDS**

9.1 *Purpose*. The purpose of this Article 9 is to provide the Committee the ability to qualify Awards other than Options and SARs and that are granted pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If theCommittee, in its discretion, decides to grant a Performance-Based Award to a Covered Employee, the provisions of this Article 9 shall control over any contrary provision contained in Articles 6 or 8; *provided, however*, that the Committee mayin its discretion grant Awards to Covered Employees that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 9. 

9.2 *Applicability*. This Article 9 shall apply only to those Covered Employees selected by the Committee to receive Performance-Based Awards. Thedesignation of a Covered Employee as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant for a particular PerformancePeriod shall not require designation of such Covered Employee as a Participant in any subsequent Performance Period and designation of one Covered Employee as a Participant shall not require designation of any other Covered Employees as aParticipant in such period or in any other period. 

9.3 *Procedures With Respect to Performance-Based Awards*. To the extent necessaryto comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Articles 6 and 8 which may be granted to one or more Covered Employees, no later than ninety(90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, inwriting, (i) designate one or more Covered Employees, (ii) select the Performance Criteria applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned forsuch Performance Period, and (iv) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following thecompletion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the Committee shall havethe right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for thePerformance Period. 

9.4 *Payment of Performance-Based Awards*. Unless otherwise provided in the applicable Award Agreement, aParticipant must be employed by the Company or a Subsidiary on the day a Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a Participant shall be eligible to receive payment pursuant to a Performance-BasedAward for a Performance Period only if the Performance Goals for such period are achieved. In determining the amount earned under a Performance-Based Award, the Committee may reduce or eliminate the amount of the Performance-Based Award earned forthe Performance Period, if in its sole and absolute discretion, such reduction or elimination is appropriate. 

 

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9.5 *Additional Limitations*. Notwithstanding any other provision of the Plan, any Award which isgranted to a Covered Employee and is intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of theCode) or any regulations or rulings issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extentnecessary to conform to such requirements. 

**ARTICLE 10**

**PROVISIONS APPLICABLE TO AWARDS**

10.1 *Stand-Alone and Tandem Awards*. Awards granted pursuantto the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at thesame time as or at a different time from the grant of such other Awards. 

10.2 *Award Agreement*. Awards under the Plan shall beevidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and theCompany’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. 

10.3 *Limits onTransfer*. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of suchParticipant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent anddistribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant,including but not limited to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or tosuch other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer may be subject to the condition that the Committee receive evidencesatisfactory to it that the transfer is being made for by gift for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s termination of employment or service with the Company or a Subsidiaryto assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities. A transfer of an Award under this Section 10.3 shall be permitted onlyif the Participant receives no consideration in connection with such transfer. 

10.4 *Beneficiaries*. NotwithstandingSection 10.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. Abeneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan andAward Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than theParticipant’s spouse as his beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has beendesignated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed orrevoked by a Participant at any time provided the change or revocation is filed with the Committee. 

10.5 *Stock Certificates*.Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice ofcounsel, that the issuance and delivery of such certificates is in 

 

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compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares ofStock are listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction,securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate to referencerestrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisablein order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including awindow-period limitation, as may be imposed in the discretion of the Committee. 

10.6 *Full Value Award Vesting Limitations*.Notwithstanding any other provision of this Plan to the contrary, Full Value Awards made to Employees or Consultants shall become vested over a period of not less than three years (or, in the case of vesting based upon the attainment of PerformanceGoals or other performance-based objectives, over a period of not less than one year) following the date the Award is made; *provided, however,* that, notwithstanding the foregoing, Full Value Awards may fully vest upon the death or Disabilityof the Participant, and upon a Change in Control. 

**ARTICLE 11**

**CHANGES IN CAPITAL STRUCTURE**

11.1 *Adjustments*. In the event of anystock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other extraordinary distribution (other than normal cash dividends) of Company assets to stockholders (including extraordinarydividends), or any other change affecting the shares of Stock or the share price of the Stock, the Committee shall make such proportionate adjustments to reflect such change with respect to (i) the aggregate number and type of shares that maybe issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets orcriteria with respect thereto); and (iii) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent with therequirements of Section 162(m) of the Code. The form and manner of any such adjustments shall be determined in the sole discretion of the Committee. 

11.2 *Effect of a Change of Control*. In the event of a Change of Control, then all of a Participant’s unvested Awards shall become fully exercisable and/or payable as applicable, and all forfeiturerestrictions on such Awards shall lapse, immediately prior to such Change of Control. Upon, or in anticipation of, a Change of Control, the Committee may cause any and all Awards outstanding hereunder to terminate at a specific time in the futureand shall give each Participant the right to exercise such Awards during a period of time as the Committee, in its sole and absolute discretion, shall determine. 

11.3 *Outstanding Awards—Certain Mergers*. Subject to any required action by the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation(except a merger or consolidation as a result of which the holders of shares of Stock receive securities of another corporation), each Award outstanding on the date of such merger or consolidation shall pertain to and apply to the securities that aholder of the number of shares of Stock subject to such Award would have received in such merger or consolidation. 

11.4 *OutstandingAwards—Other Changes*. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 11, the Committee may, in its absolute discretion, make suchadjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution orenlargement of rights. 

 

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11.5 *No Other Rights*. Except as expressly provided in the Plan, no Participant shall have anyrights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation ofthe Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of anyclass, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award. 

**ARTICLE 12**

**ADMINISTRATION**

12.1 *Committee*. Unless and until the Board delegates administration to a Committee as set forth below, the Plan shall be administered by theBoard. The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. Ifadministration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrativepowers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may beadopted from time to time by the Board. The Committee shall consist solely of two or more members of the Board each of whom is both an “outside director,” within the meaning of Section 162(m) of the Code, and a Non-Employee Director.Within the scope of such authority, the Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not “outside directors,” within the meaning of Section 162(m) of the Code the authority togrant awards under the Plan to eligible persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognitionof income resulting from such award or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one or more members of the Board who are not Non-EmployeeDirectors, the authority to grant awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board may abolish the Committee at any time and/or revest in the Board the administration of the Plan.Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board. 

12.2 *Action by the Committee*. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meetingat which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report orother information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by theCompany to assist in the administration of the Plan. 

12.3 *Authority of Committee*. Subject to any specific designation in the Plan,the Committee has the exclusive power, authority and discretion to: 

(a) Designate Participants to receive Awards;

(b) Determine the type or types of Awards to be granted to each Participant; 

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grantprice, or purchase price, any reload provision, any restrictions or 

 

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limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waiversthereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; *provided, however*, that the Committee shall not have theauthority to accelerate the vesting or waive the forfeiture of any Performance-Based Awards; 

(e) Determine whether, to whatextent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; 

(g) Decide all other matters that must be determined in connection with an Award; 

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisableto administer the Plan. 

12.4 *Decisions Binding*. The Committee’s interpretation of the Plan, any Awards granted pursuant to thePlan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 

**ARTICLE 13**

**EFFECTIVE AND EXPIRATION DATE**

13.1 *Effective Date*. This amended and restated Plan will be effective on the Amendment and Restatement Effective Date. Awards in excess of thenumber of shares of Stock applicable under the Original Effective Date of the Plan may be granted or awarded prior to the Amendment and Restatement Effective Date, provided that such Awards shall not be exercisable, shall not vest and therestrictions thereon shall not lapse prior to the Amendment and Restatement Effective Date, and provided further that if such approval has not been obtained within twelve-months of the approval of the Board of the Amended and Restated Plan, all suchAwards shall thereupon be canceled and become null and void. 

13.2 *Expiration Date*. The Plan will expire on, and no Award may begranted pursuant to the Plan after, the tenth anniversary of the Amendment and Restatement Effective Date. Any Awards that are outstanding on the tenth anniversary of the Amendment and Restatement Effective Date shall remain in force according tothe terms of the Plan and the applicable Award Agreement. Each Award Agreement shall provide that it will expire on the tenth anniversary of the date of grant of the Award to which it relates. 

**ARTICLE 14**

**AMENDMENT, MODIFICATION, AND TERMINATION**

14.1 *Amendment, Modification, and Termination*. With the approval of the Board, at any time and from time to time, the Committee may terminate,amend or modify the Plan; *provided, however*, that (a) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment insuch a manner and to such a degree as required, and (b) stockholder approval is required for any amendment to the Plan that (i) increases the number of shares available under the Plan (other than any adjustment as provided by Article 11),(ii) permits the Committee to extend the exercise period for an Option beyond ten years from the date of grant or (iii) results in a material 

 

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increase in benefits or a change in eligibility requirements. Notwithstanding any provision in this Plan to the contrary, absent approval of the stockholdersof the Company, no Option or SAR may be amended to reduce the per share exercise price or base price of the shares subject to such Option or SAR below the per share exercise price as of the date the Option or SAR is granted and, except as permittedby Article 11, no Option or SAR may be granted in exchange for, or in connection with, the cancellation or surrender of an Option or SAR having a higher per share exercise price. 

14.2 *Awards Previously Granted*. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Awardpreviously granted pursuant to the Plan without the prior written consent of the Participant. 

**ARTICLE 15**

**GENERAL PROVISIONS**

15.1 *No Rightsto Awards*. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.

15.2 *No Stockholders Rights*. No Award gives the Participant any of the rights of a stockholder of the Company unless and untilshares of Stock are in fact issued to such person in connection with such Award. 

15.3 *Withholding*. The Company or any Subsidiaryshall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required bylaw to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Companywithhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Stockwhich may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award within six months after such shares of Stock were acquired by the Participant from theCompany) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have aFair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that areapplicable to such supplemental taxable income. 

15.4 *No Right to Employment or Services*. Nothing in the Plan or any Award Agreementshall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Companyor any Subsidiary. 

15.5 *Unfunded Status of Awards*. The Plan is intended to be an “unfunded” plan for incentivecompensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of theCompany or any Subsidiary. 

15.6 *Indemnification*. To the extent allowable pursuant to applicable law, each member of the Committeeor of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, orproceeding to which he or she may be a party or in which he or she may be involved by 

 

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reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in suchaction, suit, or proceeding against him or her, *provided* he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoingright of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power thatthe Company may have to indemnify them or hold them harmless. 

15.7 *Relationship to Other Benefits*. No payment pursuant to the Planshall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly providedin writing in such other plan or an agreement thereunder. 

15.8 *Expenses*. The expenses of administering the Plan shall be borne bythe Company and its Subsidiaries. 

15.9 *Titles and Headings*. The titles and headings of the Sections in the Plan are for convenienceof reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

15.10*Fractional Shares*. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by roundingup or down as appropriate. 

15.11 *Limitations Applicable to Section 16 Persons*. Notwithstanding any other provision of thePlan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of theExchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemedamended to the extent necessary to conform to such applicable exemptive rule. 

15.12 *Government And Other Regulations*. Theobligation of the Company to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation toregister pursuant to the Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act of1933, as amended, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 

15.13 *Governing Law*. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware. 

15.14 *Appendices*. The Committee may approve such supplements to, or amendments, or appendices to, the Plan as it may consider necessary orappropriate for purposes of compliance with applicable laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; *provided, however*, that no such supplements, amendments or appendices shallincrease the share limitations contained in Sections 3.1 and 3.3 of the Plan. 

15.15 *Section 409A*. To the extent that theCommittee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extentapplicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and 

 

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other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Amendment andRestatement Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Amendment and Restatement Effective Date the Committee determines that any Award may be subject to Section 409A of the Codeand related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Amendment and Restatement Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreementor adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409Aof the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. 

*    *    *    *    * 

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Medivation, Inc. on March 22, 2007. 

*    *    *    *    * 

I hereby certify that the foregoing Plan was approved by the stockholders of Medivation, Inc. on May 30, 2007. 

Executed on this 30th day of May, 2007. 

 

/s/ Michael W. Hall
Corporate Secretary
 

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