exv10w1



 








Exhibit 10.1




BROOKS AUTOMATION, INC.




AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN 




(formerly known as the 2000 Combination Stock Option
Plan)




Section 1.     Purpose



     
The purpose of the Brooks Automation, Inc. Amended and Restated
2000 Equity Incentive Plan (the “Plan”) is to attract
and retain key employees, independent directors, consultants and
advisors. The Plan provides an incentive for these Participants
to assist Brooks Automation, Inc. (the “Company”) to
achieve long-range performance goals, and to enable them to
participate in the long-term growth of the Company.




Section 2.     Definitions



     
(a) “Affiliate” means any corporation or other entity
that stands in a relationship to the Company that would result
in the Company and such corporation or other entity being
treated as one employer under Section 414(b) or
Section 414(c) of the Code, except that in determining
eligibility for the grant of a Stock Option or SAR by reason of
service for an Affiliate, Sections 414(b) and 414(c) of the
Code shall be applied by substituting “at least 50%”
for “at least 80%” under Section 1563(a)(1),
(2) and (3) of the Code and Treas. Regs.
§ 1.414(c)-2; provided, that to the extent permitted
under Section 409A, “at least 20%” shall be used
in lieu of “at least 50%”; and further provided, that
the lower ownership threshold described in this definition (50%
or 20% as the case may be) shall apply only if the same
definition of affiliation is used consistently with respect to
all compensatory stock options or stock awards (whether under
the Plan or another plan). The Company may at any time by
amendment provide that different ownership thresholds
(consistent with Section 409A of the Code) apply.
Notwithstanding the foregoing provisions of this definition,
except as otherwise determined by the Committee a corporation or
other entity shall be treated as an Affiliate only if its
employees would be treated as employees of the Company for
purposes of the rules promulgated under the Securities Act of
1933, as amended, with respect to the use of
Form S-8.




     
(b) “Award” means any Option, Stock Appreciation
Right, Performance or Award Share, or Restricted Stock awarded
under the Plan.



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



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



     
(e) “Committee” means the Compensation Committee of
the Board, or such other Committee of not less than two
independent members of the Board appointed by the Board to
administer the Plan. If at any time the Compensation Committee
consists of members, one or more of whom do not qualify as
independent, non-employee or outside directors (for purposes of
applicable stock exchange rules, the requirements of
Rule 16b-3
promulgated under the Exchange Act, and the requirements of
Section 162(m) of the Code), it shall act in respect of the
Plan through a subcommittee of two or more members, all of whom
so qualify, and all references herein to the Committee shall be
deemed to refer to such subcommittee.



     
(f) “Common Stock” or “Stock” means the
Common Stock, par value $.01 per share, of the Company.



     
(g) “Company” means Brooks Automation, Inc.



     
(h) “Covered Transaction” means any of (i) a
consolidation, merger, or similar transaction or series of
related transactions, including a sale or other disposition of
stock, in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of
the Company’s then outstanding



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common stock by a single person or entity or by a group of
persons and/or entities acting in concert, (ii) a sale or
transfer of all or substantially all the Company’s assets,
or (iii) a dissolution or liquidation of the Company. Where
a Covered Transaction involves a tender offer that is reasonably
expected to be followed by a merger described in clause (i)
(as determined by the Committee), the Covered Transaction shall
be deemed to have occurred upon consummation of the tender offer.



     
(i) “Designated Beneficiary” means the beneficiary
designated by a Participant, in a manner determined by the
Committee, to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death. In the
absence of an effective designation by a Participant, Designated
Beneficiary shall mean the Participant’s estate.



     
(j) “Exchange Act” means the Securities Exchange Act
of 1934, as amended from time to time, or any successor statue.



     
(k) “Fair Market Value” means, (i) the closing
sales price, if any, on a national securities exchange or
automated quotation system on the date as of which Fair Market
Value is being determined or, if none, shall be the closing
sales price on the nearest trading date before that date; and
(ii) if the Common Stock is then traded on an exchange or
system which does not have sale price reporting, the mean
between the average of the “Bid” and the average of
the “Ask” prices, if any, as reported for the date as
of which Fair Market Value is being determined. Fair Market
Value shall be determined in a manner consistent with the
requirements under Section 409A of the Code.



     
(l) “Incentive Stock Option” means an option to
purchase shares of Common Stock awarded to a Participant under
Section 6 which is intended to meet the requirements of
Section 422 of the Code or any successor provision.



     
(m) “Non-Qualified Stock Option” means an option to
purchase shares of Common Stock, awarded to a Participant under
Section 6, which does not meet the requirements of
Section 422 of the Code or any successor provision. Each
option granted under the Plan shall be deemed to be, by its
terms, a Non-Qualified Stock Option unless it is expressly
designated as an Incentive Stock Option.



     
(n) “Option” means a Nonqualified Stock Option or
Incentive Stock Option.



     
(o) “Participant” means a person eligible pursuant to
Section 3 hereof and selected by the Committee to receive
an Award under the Plan.



     
(p) “Performance Cycle” or “Cycle” means the
period of time selected by the Committee during which
performance is measured for the purpose of determining the
extent to which a Performance Award has been earned.



     
(q) “Performance Award” means an Award awarded to a
Participant under Section 8 that is subject to one or more
specified performance conditions, other than the mere passage of
time, the satisfaction of which is a condition for the grant,
exercisability, vesting or full enjoyment of an Award. The term
“specified performance condition” means, in the case
of Performance Awards other than Options or SARs, an objectively
determinable measure of performance relating to any or any
combination of the following (measured either absolutely or by
reference to an index or indices and determined either on a
combined basis or, as the context permits, on a divisional,
subsidiary, line of business, project or geographical basis or
in combinations thereof): sales; revenues; assets; expenses;
earnings before or after deduction for all or any portion of
interest, taxes, depreciation or amortization, whether or not on
a continuing operations or an aggregate or per share basis;
return on equity, investment, capital or assets; one or more
operating ratios; borrowing levels, leverage ratios or credit
rating; market share; capital expenditures; cash flow; stock
price; stockholder return; sales of particular products or
services; customer acquisition or retention; acquisitions and
divestitures (in whole or in part); joint



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ventures and strategic alliances; spin-offs, split-ups and the
like; reorganizations; or recapitalizations, restructurings,
financings (issuances of debt or equity) or refinancings. Such
criteria and any targets with respect thereto determined by the
Committee need not be based on an increase, a positive or
improved result or avoidance of loss. To the extent consistent
with the requirements for satisfying the performance-based
compensation exception under Section 162(m), the Committee
may provide in the case of any Award intended to qualify for
such exception that one or more of the criteria applicable to
such Award will be adjusted in an objectively determinable
manner to reflect events (for example, but without limitation,
acquisitions or dispositions) occurring during the performance
period that affect the applicable criteria.



     
(r) “Permanent Disability” has the meaning specified
in Section 22(e)(3) of the Code.



     
(s) “Restricted Period” means the period of time
selected by the Committee during which a share of Restricted
Stock may be forfeited to the Company.



     
(t) “Restricted Stock” means shares of Common Stock
subject to forfeiture, awarded to a Participant under
Section 9.



     
(u) “Stock Appreciation Right” or “SAR”
means a right to receive any excess in value of shares of Common
Stock over the exercise price, awarded to a Participant under
Section 7.



     
(v) “Stock Unit” means an award of Common Stock and/or
other rights granted as units that are valued in whole or in
part by reference to, or otherwise based on, the value of Common
Stock, awarded to a Participant under Section 10.






		
	Section 3.	
    Eligibility



     
All key employees, independent directors, consultants and
advisors of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company,
other than a person who has irrevocably elected not to be
eligible, are eligible to be selected by the Committee to be
Participants in the Plan.






		
	Section 4.	
    Stock Available for Awards



     
(a) Subject to adjustment under subsection (b), Awards may
be made under the Plan to acquire not in excess of
9,000,000 shares of Company Common Stock. Subject to
adjustment under subsection (b), the maximum aggregate
number of shares of the Company’s Common Stock for which
option grants may be made to any person during any fiscal year
shall be 500,000 shares and the maximum aggregate number of
shares of the Company’s Common Stock for which other awards
may be made to any one person during any fiscal year shall be
250,000 shares. If any Award in respect of shares of Common
Stock expires or is terminated unexercised or is forfeited for
any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, including without
limitation the surrender of shares in payment for the Award or
any tax obligation thereon, the shares subject to such Award or
so surrendered, as the case may be, to the extent of such
expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan (the “Share Pool
Replenishment Rules”). Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or
treasury shares. No Incentive Stock Option may be granted after
the following dates: (x) January 6, 2010 with respect
to the 1,000,000 shares of the Company’s Common Stock
authorized for issuance hereunder approved by the stockholders
of the Company on February 24, 2000;
(y) December 13, 2011 with respect to the additional
5,000,000 shares of the Company’s Common Stock
authorized for issuance hereunder approved by the stockholders
of the Company on May 13, 2002, and
(z) January 25, 2016 with respect to the additional
3,000,000 shares of the Company’s Common Stock
authorized for issuance hereunder approved by the stockholders
of the Company on March 7, 2006. For



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purposes of determining whether any shares remain available for
Incentive Stock Option grants under the share totals described
in (x), (y) and (z) of the preceding sentence, the share pool
replenishment rules shall be applied separately to such totals
in accordance with such rules and procedures as the committee
may prescribe.



     
(b) In the event that the Committee determines that any stock
dividend, recapitalization, reorganization, merger,
consolidation, or other similar transaction affects the Common
Stock such that an adjustment is required in order to preserve
the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall equitably adjust any or
all of (i) the number and kind of shares in respect of
which Awards may be made under the Plan, (ii) the number
and kind of shares subject to outstanding Awards, and
(iii) the award, exercise or conversion price with respect
to any of the foregoing, and if considered by the Committee to
be appropriate, the Committee may make provision for a cash
payment with respect to an outstanding Award, provided that the
number of shares subject to any Award shall always be a whole
number.






		
	Section 5.	
    Administration



     
(a) The Plan shall be administered by the Committee. Except
where the full Board of Directors serves as the Committee, the
Committee shall serve at the pleasure of the Board, which may
from time to time appoint additional members of the Committee,
remove members and appoint new members in substitution for those
previously appointed, and fill vacancies however caused. A
majority of the Committee shall constitute a quorum and the acts
of a majority of the members present at any meeting at which a
quorum is present shall be deemed the action of the Committee.
To the extent permitted by applicable law, the Committee may
delegate (i) to one or more if its members such of its
duties, powers and responsibilities as it may determine;
(ii) to one or more officers of the Company the power to
grant rights or options to the extent permitted by
Section 157(c) of the General Corporation Law of the State
of Delaware; (iii) to one or more officers of the Company
the authority to allocate other Awards among such persons (other
than officers of the Company) eligible to receive Awards under
the Plan as such delegated officer or officers determine
consistent with such delegation, provided, that with respect to
any delegation described in this clause (iii), the
Committee (or a properly delegated member or members of the
Committee) shall have authorized the issuance of a specified
number of shares of stock under such Awards and shall have
specified the consideration, if any, to be paid therefor; and
(iv) to such employees or other persons as it determines
such ministerial tasks as it deems appropriate. In the event of
any delegation described in the preceding sentence, the term
“Committee” shall include the person or persons so
delegated to the extent of such delegation.



     
(b) Subject to the express provisions of this Plan and provided
that all actions taken shall be consistent with the purposes of
the Plan, the Committee shall have full and complete authority
and the sole discretion to: (i) determine those persons
eligible under Section 3; (ii) select those persons to
whom Awards shall be granted under the Plan;
(iii) determine the time or times when Awards shall be
granted; (iv) establish the terms and conditions upon which
Awards may be exercised; (v) alter any restrictions or
conditions upon any Awards; and (vi) adopt rules and
regulations, establish, define and/or interpret any other terms
and conditions, and make all other determinations (which may be
on a case-by-case basis) deemed necessary or desirable for the
administration of the Plan.



     
(c) The Terms of each type of Award need not be identical, and
the Committee need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the
Committee at the time of Award or at any time thereafter.



     
(d) In making its determinations hereunder, the Committee shall
take into account the nature of the services rendered or to be
rendered by the Participant, their present and potential
contributions to the success of the Company, and such other
factors as the Committee, in its discretion, shall deem relevant
in order to accomplish the purposes of the Plan.



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Section 6. Stock Options



     
(a) General. Subject to the provisions of the Plan, the
Committee may award Incentive Stock Options and Non-Qualified
Stock Options and determine the number of shares to be covered
by each Option, the option price therefore and the conditions
and limitations applicable to the exercise of the Option. Any
Option granted under this Plan shall be upon such terms and
conditions not inconsistent with this Plan as the Committee may
determine. At the time of grant of any Option, the Committee
shall specify whether the Option is intended to be an Incentive
Stock Option or a Non-Qualified Stock Option.



     
(b) Price. The price at which any shares of Stock may be
purchased pursuant to the exercise of an Option shall be
determined by the Committee but may not be less than the greater
of (i) the minimum legal consideration required under the
laws of the jurisdiction in which the Company is then organized
or (ii) the Fair Market Value of the Stock on the date of
grant of the Option.



     
(c) Re-pricing. The Committee shall not reprice an Option
once it has been granted under this Plan by reducing the
exercise price of the Option or canceling an Option and
regranting a new Option for a similar number of shares at a
lower price, except as expressly provided in Section 11(f),
(g) or (h).



     
(d) Period of Option. Each Option granted under this Plan
shall continue in effect for such period not exceeding seven
years as the Committee shall determine.



     
(e) Exercise of Options:






		
	 	     
    (i) Options may be exercised in whole or in part at such time
    and in such manner as the Committee may determine.
	 
	 	     
    (ii) The purchase price of shares of Stock upon exercise of an
    Option shall be paid by the Option holder in full upon exercise
    and may be paid as the Committee may determine in its sole
    discretion in any combination of: (i) cash or check
    acceptable to the Committee and payable to the order of the
    Company; (ii) delivery of shares of Common Stock (valued at
    Fair Market Value at the date of purchase of the Common Stock
    subject to the Option); or (iii) such other means as the
    Committee may permit; provided, however, that payment of
    the exercise price by delivery of shares of Common Stock of the
    Company owned by the Option holder may be made only if such
    payment does not result in a charge to earnings for financial
    accounting purposes, as determined by the Committee.
	 
	 	     
    (iii) With the consent of the Committee, payment of the exercise
    price may also be made by delivery of a properly executed
    exercise notice to the Company, together with a copy of
    irrevocable instructions to a broker to deliver promptly to the
    Company the payment to pay the exercise price. To facilitate
    such arrangements, the Company may enter into agreements for
    coordinating procedures with one or more securities brokerage
    firms. The date of delivery of such exercise notices shall be
    deemed the date of exercise.
	 
	 	     
    (iv) The Committee may impose such conditions with respect to
    the exercise of Options, including conditions relating to
    applicable federal or state securities laws, as it considers
    necessary or advisable, including making the Common Stock issued
    upon exercise subject to restrictions on vesting or
    transferability, or to risk of forfeiture, upon the happening of
    such events as the Committee may determine, any of which may be
    accelerated or waived in the Committee’s sole discretion.
	 
	 	     
    (v) No shares of Common Stock shall be issued upon exercise of
    any Option under this Plan until full payment in the form
    approved by the Committee has been made and all other legal
    requirements applicable to the issuance or transfer of such
    shares and such other requirements as are consistent with the
    Plan have been complied with to the satisfaction of the
    Committee.



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	Section 7.	
    Stock Appreciation Rights



     
(a) Subject to the provisions of the Plan, the Committee may
grant Awards under the Plan of Stock Appreciation Rights to
Participants.



     
(b) The base value from which appreciation is to be measured for
a Stock Appreciation Right shall be an amount (payable in cash
or stock) determined by the Committee, but in no event shall
such amount be less than the greater of (i) the Fair Market
Value of a share of Common Stock on the date the Stock
Appreciation Right is granted or (ii) the minimum amount
permitted by applicable laws, rules or policies of any
regulatory authority or stock exchange. Each Stock Appreciation
Right granted shall entitle a Participant upon exercise to an
amount equal to (i) excess of (A) the Fair Market
Value on the exercise date of one share of Common Stock over
(B) the base value from which appreciation is to be
measured, times (ii) the number of shares of Common Stock
covered by the exercisable portion of the Stock Appreciation
Right. Stock Appreciation Rights may be exercised from time to
time upon actual receipt by the Company of written notice of
exercise stating the portion of the Stock Appreciation Right
that is being exercised. No fractional shares will be issued in
payment for Stock Appreciation Rights. If there are fractional
shares, then such fractional shares shall be rounded down to the
next whole share.



     
(c) The Company may impose, in its sole discretion, such
conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit. A Stock Appreciation
Right shall expire on a date designated by the Committee that is
not later than seven years after the date of grant of the Stock
Appreciation Right.






		
	Section 8.	
    Performance Awards



     
(a) Subject to the provisions of the Plan, the Committee may
grant Awards of Performance Awards and determine the number of
such shares for each Performance Cycle and the duration of each
Performance Cycle. There may be more than one Performance Cycle
in existence at any one time, and the duration of Performance
Cycles may differ from each other. The payment value of
Performance Awards shall be equal to the product of (A) the
number of shares granted times (B) the Fair Market Value of
the Common Stock on the date the Performance Awards are earned
or, in the discretion of the Committee, on the date the
Committee determines that the Performance Awards have been
earned.



     
(b) The Committee shall establish performance goals for each
Performance Cycle for the purpose of determining the extent to
which Performance Awards awarded for such Performance Cycle are
earned, on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select. During
any Performance Cycle, the Committee may adjust the performance
goals for such Performance Cycle as it deems equitable in
recognition of unusual or non-recurring events affecting the
Company, changes in applicable tax laws or accounting
principles, or such other factors as the Committee may determine.



     
(c) As soon as practicable after the end of a Performance Cycle,
the Committee shall determine the number of Performance Awards
which have been earned on the basis of the Participant’s
satisfaction of established performance goals. The payment
values of earned Performance Awards shall be distributed to the
Participant or, if the Participant has died, to the
Participant’s Designated Beneficiary, as soon as
practicable after the Committee’s determination. The
Committee shall determine, at or after the time the Award is
granted, whether payment values will be settled in whole or in
part in cash or other property, including Common Stock.



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	Section 9.	
    Restricted Stock



     
(a) Subject to the provisions of the Plan, the Committee may
grant an Award of Restricted Stock and determine the duration of
the Restricted Period during which, and the conditions under
which, the shares of Restricted Stock may be forfeited to the
Company and the other terms and conditions of such Awards.
Shares of Restricted Stock may be issued for no cash
consideration or such minimum consideration as may be required
by applicable law.



     
(b) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as
permitted by the Committee, during the Restricted Period. Shares
of Restricted Stock shall be evidenced in such manner as the
Committee may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of
the Participant and unless otherwise determined by the
Committee, deposited by the Participant, together with a stock
power endorsed in blank, with the Company. At the expiration of
the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died,
to the Participant’s Designated Beneficiary.






		
	Section 10.	
    Stock Units



     
(a) Subject to the provisions of the Plan, the Committee may
grant Awards of Stock Units subject to such terms, restrictions,
conditions, performance criteria, vesting requirements and
payment rules as the Committee shall determine.



     
(b) Shares of Common Stock awarded in connection with an Award
of Stock Units shall be issued for no cash consideration or such
minimum consideration as may be required by applicable law.






		
	Section 11.	
    General Provisions Applicable to Awards



     
(a) Documentation. Each Award under the Plan shall be
evidenced by a written document delivered to the Participant
specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions
of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable tax
and regulatory laws and accounting principles. The date of Award
hereunder shall be the date upon which such Award is voted by
the Committee, unless such vote provides otherwise.



     
(b) Committee Discretion. Each type of Award may be made
alone, in addition to or in relation to any other type of Award.
Except as otherwise provided by the Plan or a particular Award,
any determination with respect to an Award may be made by the
Committee at the time of award or at any time thereafter.



     
(c) Settlement. The Committee shall determine whether
Awards are settled in whole or in part in cash, Common Stock,
other securities of the Company, Awards or other property.



     
(d) Additional Provisions For Awards: The following
additional conditions shall apply to all Awards, as applicable:






		
	 	     
    (i) Incentive Stock Options shall be granted only to employees
    of the Company or of a “parent corporation” or
    “subsidiary corporation” (as those terms are defined
    in Section 424 of the Code) with respect to the Company;
	 
	 	     
    (ii) Each Award shall, by its terms, be transferable by the
    Participant only by will or the laws of descent and
    distribution, and shall be exercisable only by such Participant
    during his lifetime; and
	 
	 	     
    (iii) The terms and conditions of Incentive Stock Options shall
    be subject to and comply with Section 422 of the Code, or
    any successor provision, and any regulations thereunder.



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(e) Termination of Employment. Except as provided herein,
the Committee shall determine the effect on an Award of the
disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during
which, the Participant’s legal representative, guardian or
Designated Beneficiary may receive payment of an Award or
exercise rights thereunder.



     
(f) Consolidation or Mergers. With respect to Awards
granted prior to March 7, 2006, if the Company is to be
consolidated with or acquired by another entity in a merger,
sale of all or substantially all of the Company’s assets or
otherwise (an “Acquisition”), the Committee or the
board of directors of any entity assuming the obligations of the
Company hereunder shall, as to outstanding Awards, make
appropriate provision for the continuation of such Awards by
substituting on an equitable basis for the shares then subject
to such Awards the consideration payable with respect to the
outstanding shares of Common Stock in connection with the
Acquisition and by adjusting on an equitable basis the exercise
price of such Awards to reflect such Acquisition.



     
(g) Recapitalization or Reorganization. With respect to
Awards granted prior to March 7, 2006, in the event of a
recapitalization or reorganization of the Company (other than an
Acquisition) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding
shares of Common Stock, a Participant upon exercising rights
under an Award shall be entitled to receive what he would have
received if he had exercised prior to such recapitalization or
reorganization.



     
(h) Mergers, etc. With respect to Awards granted on or
after March 7, 2006, except as otherwise provided in an
Award, the following provisions shall apply in the event of a
Covered Transaction:






		
	 	     
    (i) Assumption or Substitution. If the Covered
    Transaction is one in which there is an acquiring or surviving
    entity, the Committee may provide for the assumption of some or
    all outstanding Awards or for the grant of new awards in
    substitution therefor by the acquiror or survivor or an
    affiliate of the acquiror or survivor.
	 
	 	     
    (ii) Cash-Out of Awards. If the Covered Transaction is
    one in which holders of Stock will receive upon consummation a
    payment (whether cash, non-cash or a combination of the
    foregoing), the Committee may provide for payment (a
    “cash-out”), with respect to some or all Awards (or
    portion of Awards), equal in the case of each affected Award to
    the excess, if any, of (A) the fair market value of one share of
    Stock (as determined by the Committee in its reasonable
    discretion) times the number of shares of Stock subject to the
    Award or portion of the Award, over (B) the aggregate
    exercise or purchase price, if any, under the Award or portion
    of the Award (in the case of a Stock Appreciation Right, the
    aggregate base price above which appreciation is measured), in
    each case on such payment terms (which need not be the same as
    the terms of payment to holders of Stock) and other terms, and
    subject to such conditions, as the Committee determines.
	 
	 	     
    (iii) Other Actions. If the Covered Transaction (whether
    or not there is an acquiring or surviving entity) is one in
    which there is no assumption, substitution or cash-out, each
    Award requiring exercise will cease to be exercisable after such
    payment or other consideration, if any, as the Committee deems
    equitable in the circumstances, as of the effective time of the
    Covered Transaction.
	 
	 	     
    (iv) Termination of Awards Upon Consummation of Covered
    Transaction. Each Award (unless assumed pursuant to
    Section 11(h)(i) above), other than outstanding shares of
    Restricted Stock (which shall be treated in the same manner as
    other shares of Stock, subject to Section 11(h)(v) below),
    will terminate upon consummation of the Covered Transaction.
	 
	 	     
    (v) Additional Limitations. Any share of Stock delivered
    pursuant to Section 11(h)(ii) or Section 11(h)(iii)
    above with respect to an Award may, in the discretion of the
    Committee, contain such restrictions, if any, as the Committee
    deems appropriate to reflect any performance or other vesting



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    conditions to which the Award was subject. In the case of
    Restricted Stock, the Committee may require that any amounts
    delivered, exchanged or otherwise paid in respect of such Stock
    in connection with the Covered Transaction be placed in escrow
    or otherwise made subject to such restrictions as the Committee
    deems appropriate to carry out the intent of the Plan.




     
(i) Modification of Incentive Stock Options.
Notwithstanding the foregoing, any adjustments made pursuant to
subparagraphs (f) or (g) with respect to
Incentive Stock Options shall be made only after the Committee,
after consulting with counsel for the Company, determines
whether such adjustments would constitute a
“modification” of such Incentive Stock Options (as
that term is defined in Section 424 of the Code) or would
cause any adverse tax consequences for the holders of such
Incentive Stock Options. If the Committee determines that such
adjustments made with respect to Incentive Stock Options would
constitute a modification of such Incentive Stock Options, it
may refrain from making such adjustments.



     
(j) Withholding. The Participant shall pay to the
Company, or make provision satisfactory to the Committee for
payment of, any taxes required by law to be withheld in respect
of Awards under the Plan no later than the date of the event
creating the tax liability. In the Committee’s discretion,
such tax obligations may be paid in whole or in part in shares
of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value
on the date of delivery. The Company and its Affiliates may, to
the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.



     
(k) Amendment of Award. The Committee may amend, modify
or terminate any outstanding Award, including substituting
therefor another Award of the same or a different type, changing
the date of exercise or realization, provided that the
Participant’s consent to such action shall be required
unless the Committee determines that the action, taking into
account any related action, would not materially and adversely
affect the Participant.






		
	Section 12.	
    Miscellaneous



     
(a) No Right To Employment. No person shall have any
claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to
continued employment. The Company expressly reserves the right
at any time to dismiss a Participant free from any liability or
claim under the Plan, except as expressly provided in the
applicable Award.



     
(b) No Rights As Shareholder. Subject to the provisions
of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a shareholder with respect
to any shares of Common Stock to be distributed under the Plan
until he or she becomes the holder thereof. A Participant to
whom Common Stock is awarded shall be considered the holder of
the Stock at the time of the Award except as otherwise provided
in the applicable Award.



     
(c) Term of Plan. This Plan shall terminate on
January 25, 2016, and no Award shall be granted under this
Plan thereafter, but such termination shall not affect the
validity of Awards granted prior to the date of termination.



     
(d) Amendment of Plan. The Board or Committee, if so
authorized by the Board, may amend, suspend or terminate the
Plan or any portion thereof at any time.



     
(e) Foreign Participants. Subject to the limitations set
forth in Section 4 herein, the Committee may grant Awards
to Participants who reside or are employed outside the United
States on such terms and conditions as determined in the sole
discretion of the Committee are necessary or advisable to
achieve the purposes of the Plan or to comply with foreign laws,
including the establishment of subplans under this Plan.



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Any subplans or other modifications to Plan terms, conditions or
procedures established under this Section, shall be attached as
Appendices.



     
(f) Governing Law. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of the
State of Delaware.



     
(g) Indemnity. Neither the Board nor the Committee, nor
any members of either, nor any employees of the Company or any
parent, subsidiary, or other affiliate, shall be liable for any
act, omission, interpretation, construction or determination
made in good faith in connection with their responsibilities
with respect to this Plan, and the Company hereby agrees to
indemnify the members of the Board, the members of the
Committee, and the employees of the Company and its parent or
subsidiaries in respect of any claim, loss, damage, or expense
(including reasonable counsel fees) arising from any such act,
omission, interpretation, construction or determination to the
full extent permitted by law.



     
(h) Section 409A. The Committee shall administer the
Plan with a view toward ensuring that Awards under the Plan that
are subject to Section 409A of the Code comply with the
requirements thereof and that Options and SARs under the Plan be
exempt from the requirements of Section 409A of the Code,
but neither the Committee nor any member of the Board, nor the
Company, nor any other person acting hereunder on behalf of the
Company, the Committee or the Board shall be liable to a
Participant or any Designated Beneficiary by reason of the
acceleration of any income, or the imposition of any additional
tax, with respect to an Award, whether by reason of a failure to
satisfy the requirements of Section 409A of the Code or
otherwise.



     
Dates of Approval by Board of Directors or Compensation
Committee: January 6, 2000, January 23, 2001, and
December 13, 2001, May 20, 2002, September 13,
2002, February 26, 2003, February 25, 2004 and
January 25, 2006.



     
Dates of Approval by Stockholders: February 24, 2000,
February 28, 2001, May 13, 2002, April 27, 2004
and March 7, 2006.



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