**EXHIBIT 10.4****DIGENE CORPORATION****AMENDED AND RESTATED EQUITY INCENTIVE PLAN****Article I****Purpose**     The purpose of the Equity Incentive Plan (the “Plan”) is to enable Digene Corporation (the“Company”) to offer Employees of the Company and its Subsidiaries equity interests in the Companyand options to acquire equity interests in the Company, thereby helping to attract, retain andreward such persons and strengthen the mutuality of interests between such persons and theCompany’s stockholders.**Article II****Definitions**     For purposes of the Plan, the following terms shall have the following meanings:     2.1 “Award” shall mean an award under the Plan of a Stock Option, Stock AppreciationRight, Restricted Stock Unit, Unrestricted Stock or Performance Shares.     2.2 “Board” shall mean the Board of Directors of the Company.     2.3 “Change of Control” shall mean (a) the reorganization, consolidation or merger ofthe Company or any of its Subsidiaries holding or controlling a majority of the assets relating tothe business of the Company, with or into any third party (other than a Subsidiary); (b) theassignment, sale, transfer, lease or other disposition of all or substantially all, but at least40%, of the assets of the Company and its Subsidiaries taken as a whole (measured by gross fairmarket value without regard to liabilities); or (c) the acquisition by any third party or group ofthird parties acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of theSecurities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended)of shares of voting stock of the Company, the result of which in the case of any transactiondescribed in clauses (a), (b) and (c) above is that immediately after the transaction thestockholders of the Company immediately before the transaction, other than the acquiror, own lessthan fifty percent (50%) of the combined voting power of the outstanding voting securities entitledto vote generally in the election of directors of the surviving or resulting corporation in atransaction specified in clause (a) above, the acquiror in a transaction specified in clause (b)above, or the Company or the acquiror in a transaction specified in clause (c) above.     2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.     2.5 “Committee” shall mean the Compensation Committee of the Board, or any othercommittee of the Board designated by the Board to administer this Plan, with any such Committeeconsisting of two or more members of the Board; provided, that if the Compensation Committee or anyother such committee does not meet the applicable independence requirements of Rule 16b-3(d)promulgated under the Securities Exchange Act of 1934, or NASDAQ, for Awards to Reporting Personsthe term “Committee” shall mean the Board and for purposes of all

 
Awards granted to the Chief Executive Officer of the Company under this Plan the term“Committee” shall mean the independent members of the Board.     2.6 “Common Stock” shall mean the Common Stock, par value $0.01 per share, of theCompany.     2.7 “Date of Grant” shall mean the date designated by the Committee as the date as ofwhich the Committee grants an Award, which shall not be earlier than the date on which theCommittee approves the granting of such Award.     2.8 “Disability” shall mean a disability that results in a Participant’s Terminationof Employment with the Company or a Subsidiary, as determined pursuant to standard Companyprocedures.     2.9 “Effective Date” shall mean the date on which the Plan was originally adopted bythe Board.     2.10 “Employee” shall mean any person engaged or proposed to be engaged as an officeror employee of the Company or one of its Subsidiaries; provided, however, that in the case of anIncentive Stock Option, the term “Employee” shall mean any employee of the Company or of a“subsidiary corporation” (within the meaning of Section 424(f) of the Code) of the Company.     2.11 “Fair Market Value” for purposes of the Plan, unless otherwise required by anyapplicable provision of the Code or any regulations issued thereunder, shall mean with respect tothe Common Stock on any day, (i) the closing sales price (or other exchange-designated daily salesprice) on the immediately preceding business day of a share of Common Stock as reported on theprincipal securities exchange on which shares of Common Stock are then listed or admitted totrading, or (ii) if not so reported, the closing sales price (or other Nasdaq-designated dailysales price) on the immediately preceding business day of a share of Common Stock as published inthe Nasdaq National Market Issues report in the Eastern Edition of The Wall Street Journal, or(iii) if not so reported, the average of the closing (or other designated) bid and asked prices onthe immediately preceding business day as reported on the Nasdaq National Market System, or (iv) ifnot so reported, as furnished by any member of the National Association of Securities Dealers, Inc.selected by the Committee. In the event that the price of a share of Common Stock shall not be soreported or furnished, the Fair Market Value of a share of Common Stock shall be determined by theCommittee in good faith. A “business day” is any day, other than Saturday or Sunday, on which therelevant market is open for trading.     2.12 “Incentive Stock Option” shall mean any Stock Option awarded under the Plan to anEmployee that is intended to be and designated as an “Incentive Stock Option” within the meaning ofSection 422 of the Code.     2.13 “Non-Qualified Stock Option” shall mean any Stock Option granted under the Planthat is not an Incentive Stock Option.     2.14 “Participant” shall mean an Employee to whom an Award has been granted.
2

 
     2.15 “Performance Goal” shall mean objective financial or operating goals and measuresestablished by the Committee in accordance with Section 162(m) of the Code. Such Performance Goalsfor any Performance Shares Award must be established in writing not later than ninety (90) daysafter the commencement of a Performance Period; provided that the outcome of each Performance Goalis substantially uncertain at the time the Performance Goal is established. Such Performance Goalsmay relate to identified business units, or the Company or any Subsidiary and be based upon suchperformance criteria or combination of factors as the Committee may deem appropriate, including,but not limited to, specified levels of earnings per share, return on investment, return onstockholders’ equity, sales, costs or other objective measures related to the Company’sperformance.     2.16 “Performance Period” shall mean the period of time selected by the Committeeduring which the achievement of Performance Goals is measured for purposes of determining theextent to which an applicable Performance Shares Award has been earned or will vest.     2.17 “Performance Shares” shall mean an Award, granted pursuant to Article VII of thisPlan, of the contingent right to receive a designated number of shares of Common Stock, payable inCommon Stock, cash, or a combination of both (depending on the medium of payment selected by theCommittee), at the end of a specified Performance Period if specified Performance Goals areachieved. Such rights are subject to forfeiture or reduction if the applicable Performance Goalsare not met within the applicable Performance Period.     2.18 “Performance Shares Award” shall mean an Award of Performance Shares.     2.19 “Performance Shares Award Commitment” shall mean the written commitment deliveredby the Company to the Participant evidencing a Performance Shares Award and setting forth suchterms and conditions of the Award as may be deemed appropriate by the Committee. The PerformanceShares Award Commitment shall be in a form approved by the Committee, and once executed, shall bedeemed amended from time to time to include such additional terms and conditions as the Committeemay specify after the execution in the exercise of its powers under the Plan.     2.20 “Restricted Stock Unit” shall mean an Award granted pursuant to Section 8.1hereof, subject to such restrictions as the Committee may determine, as evidenced in a RestrictedStock Unit Agreement. Shares of Common Stock issuable under a Restricted Stock Unit Award will beissued when, in accordance with the terms of the Restricted Stock Unit Agreement, they becometransferable and free of risk of forfeiture.     2.21 “Restricted Stock Unit Agreement” shall mean the agreement evidencing the grantof Restricted Stock Units to an Employee pursuant to this Plan.     2.22 “Restriction Period” shall have the meaning set forth in Section 8.2(c).     2.23 “Stock Appreciation Rights” shall mean an Award, granted pursuant to Article IXof this Plan, of the right to receive an amount equal to the excess of (i) the Fair Market Valueper share of Common Stock at the time of exercise, over (ii) a specified exercise price which shallnot be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant of theStock Appreciation Rights Award, multiplied by the number of shares of Common Stock with respect towhich the Stock Appreciation Rights shall have been exercised, payable in
3

 
Common Stock, cash, or a combination of both (depending on the medium of payment selected bythe Committee) upon the exercise thereof.     2.24 “Stock Option” or “Option” shall mean any option to purchase shares ofCommon Stock granted pursuant to Article VI hereof.     2.25 “Subsidiary” shall mean any subsidiary of the Company, 50% or more of the votingstock of which is owned, directly or indirectly, by the Company, that is currently existing as ofthe Effective Date or formed or acquired by the Company while any Award is outstanding under thePlan.     2.26 “Termination of Employment” shall mean a termination of employment with theCompany and all of its Subsidiaries for reasons other than a military or personal leave of absencegranted by the Company or any Subsidiary.     2.27 “Unrestricted Stock” shall mean Common Stock granted under Section 8.3 hereof.     2.28 “Unrestricted Stock Agreement” shall mean the agreement evidencing the grant ofUnrestricted Stock to an Employee pursuant to this Plan.**Article III****Administration**     3.1 The Committee. The Plan shall be administered and interpreted by the Committee.     3.2 Awards. The Committee shall have full authority to grant, pursuant to the termsof the Plan, Stock Options, Stock Appreciation Rights, Restricted Stock Units, Unrestricted Stockor Performance Shares to persons eligible under Article V. In particular, the Committee shall havethe authority:          (a) to select the persons to whom Stock Options, Stock Appreciation Rights, Restricted StockUnits, Unrestricted Stock or Performance Shares may from time to time be granted;          (b) to determine whether and to what extent Incentive Stock Options, Non-Qualified StockOptions, Stock Appreciation Rights, Restricted Stock Units, Unrestricted Stock or PerformanceShares, or any combination thereof, are to be granted to one or more persons eligible to receiveAwards under Article V;          (c) to determine the number of shares of Common Stock to be covered by each Award grantedhereunder; and          (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of anyAward granted hereunder (including, but not limited to, the option price, the option term, andprovisions relating to any restriction or limitation, any vesting schedule or acceleration, anyperformance guidelines or criteria or any forfeiture restrictions or waiver provisions of theAward), and any conditions (in addition to those contained in this Plan) on the
4

 
exercisability of all or any part of an Option or Stock Appreciation Right, or on thetransferability or forfeitability of Restricted Stock Units. Notwithstanding any such conditions,the Committee may, in its discretion at any time, accelerate the time at which any Option or StockAppreciation Right may be exercised or the time at which the Common Stock underlying RestrictedStock Units may become transferable or nonforfeitable.     3.3 Guidelines. Subject to Article X hereof, the Committee shall have the authorityto adopt, alter and repeal such administrative rules, guidelines and practices governing the Planas it shall, from time to time, deem advisable; to interpret the terms and provisions of the Planand any Award granted under the Plan (and any agreements relating thereto); and to otherwisesupervise the administration of the Plan. The express grant in the Plan of any specific power tothe Committee shall not be construed as limiting any other power or authority of the Committee.The Committee may correct any defect, supply any omission or reconcile any inconsistency in thePlan or in any Award in the manner and to the extent it shall deem necessary or advisable to carryout the purposes of the Plan. Notwithstanding the foregoing, no action of the Committee under thisSection 3.3 shall impair the rights of any Participant without the Participant’s consent, unlessotherwise required by law.     A majority of the entire Committee shall constitute a quorum, and the action of a majority ofthe members present at any meeting at which a quorum is present shall be deemed the action of theCommittee. In addition, any decision or determination reduced to writing and signed by all of themembers of the Committee shall be fully as effective as if it had been made by a majority vote at ameeting duly called and held. Subject to the provisions of this Plan and the Company’s Bylaws, andto any terms and conditions prescribed by the Board, the Committee may make such additional rulesand regulations for the conduct of its business as it shall deem advisable. The Committee shallhold meetings at such times and places as it may determine.     3.4 Decisions Final. Any decision, interpretation or other action made or taken ingood faith by the Committee arising out of or in connection with the Plan shall be final, bindingand conclusive on the Company, all Participants and their respective heirs, executors,administrators, successors and assigns.**Article IV****Share Limitation**     4.1 Shares. The maximum aggregate number of shares of Common Stock that may be issuedunder the Plan is 5,600,000 (subject to increase or decrease pursuant to Section 4.3), which may beeither authorized and unissued shares of Common Stock or authorized and issued shares of CommonStock reacquired by the Company; provided that any grant of Performance Shares, Restricted StockUnits or Unrestricted Stock under the Plan on or after October 26, 2005 will be counted against themaximum aggregate number of shares issuable under the Plan as two shares of Common Stock for everyone share of Common Stock subject thereto. If any Option or Stock Appreciation Right granted underthe Plan shall expire, terminate or be canceled for any reason without having been exercised infull, the number of shares of Common Stock not purchased under such Option or Stock AppreciationRight shall again be available for the purposes of the Plan. Further, if any Performance Sharesare unearned or forfeited, or Restricted Stock Units are forfeited, the shares subject to theportion of such Award unearned or forfeited,
5

 
as the case may be, shall again be available under the Plan; provided that, to the extent thata share of Common Stock that was subject to an Award that counted as two shares against the maximumaggregate number of shares issuable under the Plan is recycled back into the Plan, the Plan will becredited with two shares. Notwithstanding anything to the contrary in this Section 4.1, (i) shouldthe exercise price of a Stock Option be paid with shares of Common Stock or by reducing the numberof shares of Common Stock issuable upon such exercise, or (ii) should shares of Common Stockotherwise issuable under the Plan be paid in cash or withheld by the Company in satisfaction of thewithholding taxes incurred in connection with the exercise of a Stock Option or the vesting of anAward, then the number of shares of Common Stock available for issuance under the Plan shall bereduced by the gross number of shares for which the Stock Option is exercised or which vest underthe Award, and not by the net number of shares of Common Stock issued to the holder of such StockOption or Award.     4.2 Individual Limit. No Employee may be granted Awards covering more than 500,000shares of Common Stock (subject to increase or decrease pursuant to Section 4.3) during anycalendar year.     4.3 Changes. In the event of any increase or decrease in the number of issued sharesof Common Stock resulting from a merger, reorganization, consolidation, recapitalization, stockdividend, stock split or subdivision, such automatic substitution or adjustment shall be made inthe maximum aggregate number of shares which may be issued under this Plan, the maximum number ofshares with respect to which Awards may be granted to any individual during any year, the numberand exercise price of shares subject to outstanding Options and Stock Appreciation Rights, and thenumber of shares subject to other outstanding Awards, as the Committee determines shall cause anequitable adjustment under this Plan, in proportion to the effect of such change to the CommonStock generally; provided that the number of shares subject to any Award shall be rounded down tothe nearest whole number so that the number of shares subject to any Award shall always be a wholenumber. In the event of a change in the Common Stock as presently constituted, which change islimited to a change of all of the authorized shares with par value into the same number of shareswith a different par value or without par value, the shares resulting from any such change shall bedeemed to be the Common Stock within the meaning of this Plan.**Article V****Eligibility**     5.1 Awards to Employees. All officers and other Employees of the Company and itsSubsidiaries are eligible to be granted Incentive Stock Options, Non-Qualified Stock Options, StockAppreciation Rights, Restricted Stock Units, Unrestricted Stock or Performance Shares under thePlan. A Director who is an Employee of the Company or a Subsidiary shall be eligible to receiveAwards pursuant to this Article V.**Article VI****Stock Options**     6.1 Options. Each Stock Option granted under the Plan shall be either an IncentiveStock Option or a Non-Qualified Stock Option.
6

 
     6.2 Grants. The Committee shall have the authority to grant to any person eligibleunder Section 5.1 one or more Incentive Stock Options, Non-Qualified Stock Options, or both typesof Stock Options. To the extent that any Stock Option does not qualify as an Incentive StockOption (whether because of its provisions or the time or manner of its exercise or otherwise), suchStock Option or the portion thereof which does not qualify as an Incentive Stock Option shallconstitute a separate Non-Qualified Stock Option.     6.3 Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, noterm of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, norshall any discretion or authority granted under the Plan be exercised, so as to disqualify the Planunder Section 422 of the Code, or, without the consent of the Participants affected, to disqualifyany Incentive Stock Option under such Section 422 of the Code.     6.4 Terms of Options. Options granted under the Plan shall be subject to thefollowing terms and conditions and shall contain such additional terms and conditions, notinconsistent with the terms of the Plan, as the Committee shall deem desirable:          (a) Stock Option Certificate. Each Stock Option shall be evidenced by, and subject tothe terms of, a Stock Option Certificate evidencing the Stock Option grant. The Stock OptionCertificate shall specify whether the Option is an Incentive Stock Option or a Non-Qualified StockOption, the number of shares of Common Stock subject to the Stock Option, the option price, theoption term, and the other terms and conditions applicable to the Stock Option.          (b) Option Price. Subject to subsection (m) below, the option price per share ofCommon Stock purchasable upon exercise of a Stock Option shall be determined by the Committee atthe time of grant, but shall be not less than 100% of the Fair Market Value of the Common Stock onthe Date of Grant.          (c) Option Term. Subject to subsection (m) below, the term of each Stock Option shallbe fixed by the Committee at the time of grant, but no Stock Option granted prior to September 20,2005 shall be exercisable more than ten years after the date it is granted and no Stock Optiongranted on or after September 20, 2005 shall be exercisable more than seven years after the date itis granted.          (d) Exercisability. Stock Options shall be exercisable at such time or times andsubject to such terms and conditions as shall be determined by the Committee at the time of grant;provided, however, that the Committee may waive any installment exercise or waiting periodprovisions, in whole or in part, at any time after the Date of Grant, based on such factors as theCommittee shall deem appropriate in its sole discretion.          (e) Method of Exercise. Subject to such installment exercise and waiting periodprovisions as may be imposed by the Committee, Stock Options may be exercised in whole or in partat any time during the option term by delivering to the Company written notice of exercisespecifying the number of shares of Common Stock to be purchased and the option price therefor. Thenotice of exercise shall be accompanied by payment in full of the option price and, if requested,by the representation described in Section 12.2. Payment of the option price may be made (i) incash or by check payable to the Company, (ii) unless otherwise determined by the Committee on orafter the Date of Grant, in shares of Common Stock duly
7

 
owned by the Participant (and for which the Participant has good title free and clear of anyliens and encumbrances) or (iii) in the case of an Option that is not an Incentive Stock Option,unless otherwise determined by the Committee on or after the Date of Grant, by reduction in thenumber of shares of Common Stock issuable upon such exercise, based, in each case, on the FairMarket Value of the Common Stock on the date of exercise. Upon satisfaction of the conditionsprovided herein, a stock certificate representing the number of shares of Common Stock to which theParticipant is entitled shall be issued and delivered to the Participant, subject to Section 12.3.For the purpose of assisting a Participant to exercise an Option, the Company may, in thediscretion of the Board, make loans to the Participant or guarantee loans made by third parties tothe Participant, in either case on such terms and conditions as the Board may authorize. Nothingcontained in this Plan shall prevent or prohibit a Participant from exercising his or her Optionsunder a broker-facilitated cashless exercise transaction.          (f) Death. Unless otherwise determined by the Committee on or after the Date ofGrant, in the event of a Participant’s Termination of Employment by reason of death, any StockOption held by such Participant which was exercisable on the date of death may thereafter beexercised by the legal representative of the Participant’s estate until the earlier of one yearafter the date of death or the expiration of the stated term of such Stock Option, and any StockOption not exercisable on the date of death shall be forfeited.          (g) Disability. Unless otherwise determined by the Committee on or after the Date ofGrant, in the event of a Participant’s Termination of Employment by reason of Disability, any StockOption held by such Participant which was exercisable on the date of such Termination of Employmentmay thereafter be exercised by the Participant until the earlier of one year after such date or theexpiration of the stated term of such Stock Option, and any Stock Option not exercisable on thedate of such Termination of Employment shall be forfeited. If the Participant dies during suchone-year period, any unexercised Stock Options held by the Participant at the time of death maythereafter be exercised by the legal representative of the Participant’s estate until the earlierof one year after the date of the Participant’s death or the expiration of the stated term of suchStock Option. If an Incentive Stock Option is exercised after the expiration of the exerciseperiod that applies for purposes of Section 422 of the Code, such Stock Option will thereafter betreated as a Non-Qualified Stock Option.          (h) Termination of Employment. Subject to Section 12.4, in the event of aParticipant’s Termination of Employment by reason of retirement or for any reason other than deathor Disability, all Stock Options held by such Participant that were exercisable on the date of suchTermination of Employment may be exercised by the Participant at any time during the longer of: (i)the three (3) month period after his or her Termination of Employment; or (ii) in the case of anOption that is not an Incentive Stock Option and in the sole discretion of the Committee and aslong as such change does not have an adverse affect under Section 409A of the Code, if, at the timeof the Participant’s Termination of Employment, the Participant is engaged as a consultant by theCompany, the period during which the Participant is engaged as a consultant by the Company but notto exceed twelve (12) months after the Participant’s Termination of Employment; provided, however,that if the Committee shall determine that the Employee’s employment was terminated for conductthat in the judgment of the Committee involves dishonesty or action by the Employee that isdetrimental to the best interest of the Company, all Stock Options held by the Employee on the dateof such Termination of Employment shall be forfeited. Notwithstanding anything to the contrary inthis Subsection, but
8

 
subject to the last sentence of this Subsection, a Stock Option shall not terminate upon aParticipant’s Termination of Employment if at the time thereof the Participant serves as a Directorof the Company or its successor. In such event, once the Participant ceases to be a Director ofthe Company or its successor, all Stock Options held by such Participant that were exercisable onthe date the Participant ceased to be a Director may be exercised by the Participant at any timeduring the three month period after the Participant ceases to be a Director. Notwithstandinganything to the contrary in this Subsection, no Stock Option may be exercised after the expirationof the stated term of such Stock Option.          (i) Change of Control. Notwithstanding the provisions of Section 4.3, in the event ofa Change of Control, all outstanding Stock Options shall immediately become fully exercisable, andupon payment by the Participant of the option price (and, if requested, delivery of therepresentation described in Section 12.2), a stock certificate representing the Common Stockcovered thereby shall be issued and delivered to the Participant. This Section 6.4(i) shall applyto any outstanding Stock Options which are Incentive Stock Options to the extent permitted by CodeSection 422(d), and any outstanding Incentive Stock Options in excess thereof shall, immediatelyupon the occurrence of such a Change of Control be treated for all purposes of the Plan asNon-Qualified Stock Options and shall be immediately exercisable as set forth in this Section6.4(i).          (j) Merger and Other Fundamental Transactions. In the event the Company is succeededby another company in a reorganization, merger, consolidation, acquisition of property or stock,separation or liquidation, the successor company shall assume all of the outstanding Optionsgranted under this Plan or shall substitute new options for them, which shall provide that eachParticipant, at the same cost, shall be entitled upon the exercise of each such option to receivesuch securities as the Board of Directors (or equivalent governing body) of the succeeding,resulting or other company shall determine to be equivalent, as nearly as practicable, to thenearest whole number and class of shares of stock or other securities to which the Participantwould have been entitled under the terms of the agreement governing the reorganization, merger,consolidation, acquisition of property or stock, separation or liquidation as if, immediately priorto such event, the Participant had been the holder of record of the number of shares of CommonStock which were then subject to the outstanding Option granted under this Plan.          (k) Non-Transferability of Options. No Stock Option shall be transferable by theParticipant otherwise than by will or by the laws of descent and distribution, to the extentconsistent with the terms of the Plan and the Option, and all Stock Options shall be exercisable,during the Participant’s lifetime, only by the Participant.          (l) Incentive Stock Option Limitations. To the extent that the aggregate Fair MarketValue (determined as of the Date of Grant) of the Common Stock with respect to which IncentiveStock Options are exercisable for the first time by the Participant during any calendar year underthe Plan and/or any other stock option plan of the Company or any subsidiary or parent corporation(each within the meaning of Section 424 of the Code) exceeds $100,000, such Options shall betreated as Options which are not Incentive Stock Options.          (m) Ten-Percent Stockholder Rule. Notwithstanding any other provision of the Plan tothe contrary, no Incentive Stock Option shall be granted to any person who,
9

 
immediately prior to the grant, owns stock possessing more than ten percent of the totalcombined voting power of all classes of stock of the Company or any subsidiary or parentcorporation (each within the meaning of Section 424 of the Code), unless the option price is atleast 110% of the Fair Market Value of the Common Stock on the Date of Grant and the Option, by itsterms, expires no later than five years after the Date of Grant.     Should the foregoing provisions not be necessary in order for the Stock Options to qualify asIncentive Stock Options, or should any additional provisions be required, the Committee may amendthe Plan accordingly, without the necessity of obtaining the approval of the stockholders of theCompany.     6.5 Rights as Stockholder. A Participant shall not be deemed to be the holder ofCommon Stock, or to have any of the rights of a holder of Common Stock, with respect to sharessubject to the Option, unless and until the Option is exercised and a stock certificaterepresenting such shares of Common Stock is issued to the Participant.**Article VII****Performance Shares**     7.1 Award of Performance Shares. The Committee shall have the authority to awardPerformance Shares to any person eligible under Section 5.1. The Committee shall determine theeligible Employees to whom, and the time or times at which, Performance Shares shall be awarded,the number of Performance Shares to be awarded to any Employee, the duration of the PerformancePeriod with respect to each Performance Shares Award, the medium of payment upon vesting and theother terms and conditions of the Performance Shares Award, including those set forth in Section7.2.     7.2 Terms and Conditions. Performance Shares awarded pursuant to this Article VIIshall be subject to the following terms and conditions and such other terms and conditions, notinconsistent with the terms of this Plan, as the Committee shall deem desirable:     (a) Performance Period. At the time of a Performance Shares Award, the Committee, inits sole discretion, shall establish a Performance Period of not less than (1) year nor more thanfive (5) years, commencing on the Date of Grant of the Performance Shares Award.     (b) Performance Goals. A Performance Shares Award will vest and be earned based onthe attainment of one or more identified Performance Goals determined by the Committee. ThePerformance Goals (although their measurement, including adjustments, if any, as permitted underSubsection 7.2(c), will not occur until after the expiration of the applicable Performance Period)must be met during the continuance of the Participant’s employment with the Company or anySubsidiary, prior to the expiration of the applicable Performance Period. Performance Goals mayvary among Participants and among Performance Shares Awards to a Participant.     (c) Revisions for Significant Events. When circumstances occur (including, but notlimited to, unusual or nonrecurring events, changes in tax laws or accounting principles orpractices) that cause any Performance Goal to be inappropriate in the judgment of the
10

 
Committee, the Committee may make such changes as it deems equitable in recognition of anyunforeseen events or changes in circumstances or changed business or economic conditions, as longas any such changes are consistent with Section 162(m) of the Code.     (d) Performance Shares Award Commitment. Each Performance Shares Award shall beevidenced by, and subject to the terms of, a Performance Shares Award Commitment. The PerformanceShares Award Commitment shall specify the number of shares of Common Stock subject to thePerformance Shares Award, the medium of payment, the applicable Performance Period and the otherterms and conditions applicable to such Performance Shares Award.     (e) Changes. If any change is made in the Common Stock by reason of any merger,consolidation, reorganization, recapitalization, stock dividend, split up, combination of shares,exchange of shares, change in corporate structure, or otherwise, the Committee shall be entitled todetermine the impact of such event on outstanding Performance Shares Awards, and to makeadjustments to each Performance Shares Award to the extent necessary to provide that theParticipant receive, to the extent possible, equivalent rights under such Performance Shares Awardafter consummation of such event.     (f) Achievement of Performance Goals. Within a period of time determined by theCommittee, but not to exceed 90 days after the end of a Performance Period, the Committee willdetermine if the applicable Performance Goals were met with respect to applicable PerformanceShares Awards. If the Committee certifies in writing, after the expiration of the PerformancePeriod, that the Performance Goals specified in a Performance Shares Award Commitment and all othermaterial terms of the Award have been satisfied, the Performance Shares Award shall be vested andearned in accordance with such Committee certification.     (g) Payment of Performance Shares Awards. Payment of a vested, earned PerformanceShares Award shall be made either in shares of Common Stock, or in cash, or in some combinationthereof, as determined by the Committee. The medium of payment shall be set forth in theCommittee’s resolution granting the Performance Shares Award and in the Performance Shares AwardCommitment with the Participant. For an earned Performance Shares Award, or portion thereof, to besettled through the issuance of shares of Common Stock, the number of shares delivered shall beequal to the number of applicable Performance Shares earned. The holder may elect to reduce thisamount by the number of shares of Common Stock which have, on the date the Performance Shares Awardis settled, a Fair Market Value equal to the applicable federal, state and local withholding taxdue on the receipt of the Common Stock, in lieu of making a cash payment equal to the amount ofsuch withholding tax due. For an earned Performance Shares Award, or portion thereof, to besettled in cash, the amount of cash paid shall be equal to the number of applicable PerformanceShares earned multiplied by the Fair Market Value of a share of Common Stock on such date followingthe lapse of the Performance Period and the satisfaction of any other applicable conditionsestablished by the Committee at the time of grant, that the Participant first becomes entitled toreceive such payment. Such amount will be reduced by applicable federal, state and localwithholding tax due. For any earned Performance Shares Award paid in cash, the shares of CommonStock designated in the Performance Shares Award shall be deemed to have been issued for purposesof Section 4.1 hereof.
11

 
     (h) Non-Transferability of Performance Shares Awards. No Performance Shares Awardsshall be transferable by the Participant prior to the determination that such Performance SharesAward is vested and earned, otherwise than by will or by the laws of descent and distribution, tothe extent consistent with the terms of the Plan.     7.3 Death or Disability. Subject to the provisions of this Plan and the PerformanceShares Award Commitment, in the event of the death or Disability of a Participant, the Participantor the Participant’s estate, as the case may be, shall be entitled to receive, at the expiration ofthe Performance Period, a percentage of Performance Shares that is equal to the percentage of thePerformance Period that had elapsed as of the date of death or date on which such Disabilitycommenced (as determined by the Committee in its sole discretion); provided that the Committee, inits sole discretion, determines that the conditions specified in the Performance Shares AwardsCommitment have been satisfied. Payment of such portion of the Performance Shares Award shall bemade to the Participant or the Participant’s estate, as the case may be, in accordance with thisArticle VII.     7.4 Change of Control. At the time a Performance Shares Award is made by theCommittee, the Committee shall be entitled, notwithstanding the provisions of Section 4.3, toprovide for different terms and provisions in the event of a Change in Control, including, but notlimited to, the authority to provide for the settlement of a Performance Shares Award, regardlessof whether the applicable Performance Period has expired or whether the applicable PerformanceGoals have been met.     7.5 Termination of Employment. Subject to Sections 7.4 and 12.4, in the event of aParticipant’s Termination of Employment by reason of retirement or for any reason other than deathor Disability, all Performance Shares Awards held by such Participant that were earned on the dateof such Termination of Employment will be paid to the Participant; provided, however, that if theCommittee shall determine that the Employee’s employment was terminated for conduct that in thejudgment of the Committee involves dishonesty or action by the Employee that is detrimental to thebest interest of the Company, all earned but unpaid Performance Shares held by the Employee on thedate of such Termination of Employment shall be forfeited. Notwithstanding anything to thecontrary in this Subsection, a Performance Shares Award shall not terminate upon a Participant’sTermination of Employment if at the time thereof the Participant serves as a Director of theCompany or its successor, in which event the Performance Shares Awards shall terminate if theParticipant ceases to be a Director of the Company or its successor, and any earned PerformanceShares Award will be then paid in accordance with this Subsection.**Article VIII****Restricted Stock Units and Unrestricted Stock**     8.1 Awards of Restricted Stock Units. The Committee shall have the authority to grantto any person eligible under Section 5.1 one or more Restricted Stock Unit Awards. The Committeeshall determine the eligible Employees to whom, and the time or times at which, grants ofRestricted Stock Units will be made, the number of shares to be awarded, the time or times withinwhich such Awards may be subject to forfeiture, the vesting schedule and rights to
12

 
acceleration thereof, and the other terms and conditions of the Awards in addition to thoseset forth in Section 8.2.     8.2 Terms and Conditions. Restricted Stock Units shall be subject to the followingterms and conditions and such other terms and conditions, not inconsistent with the terms of thePlan, as the Committee shall deem desirable:(a) Restricted Stock Unit Agreement. Each Restricted Stock Unit Award shall beevidenced by, and subject to the terms of, a Restricted Stock Unit Agreement executed by theCompany and the Participant. The Restricted Stock Unit Agreement shall specify the number ofshares of Common Stock subject to the Award, the time or times within which such Award is subjectto forfeiture and the other terms, conditions and restrictions applicable to such Award.(b) Stock Certificate. Subject to Section 12.3, when the restrictions applicable to aRestricted Stock Unit Award, or any portion thereof, lapse, a stock certificate representing thenumber of shares of Common Stock covered by such Restricted Stock Unit Award, or portion thereof,shall be issued and delivered to the Participant. A Participant shall not be deemed to be theholder of Common Stock, or to have any of the rights of a holder of Common Stock, with respect toshares underlying any Restricted Stock Unit Award, unless and until the forfeiture restrictionslapse and a stock certificate representing such shares of Common Stock is issued to theParticipant.(c) Restriction Period. Subject to the provisions of the Plan and the RestrictedStock Unit Agreement, Restricted Stock Units will be forfeited to the Company in the event of aParticipant’s Termination of Employment during a period (not to exceed five years) set by theCommittee commencing with the date of such Award (the “Restriction Period”). Subject to theprovisions of the Plan, the Committee, in its sole discretion, may provide for the lapse of suchrestrictions in installments and may waive such restrictions, in whole or in part, at any time,based on such factors as the Committee shall deem appropriate in its sole discretion.(d) Termination of Employment. Subject to Section 12.4, in the event of aParticipant’s Termination of Employment prior to the expiration of the Restriction Period, then heor she shall forfeit all of his or her Restricted Stock Units with respect to which the RestrictionPeriod has not yet expired; provided, however, that the terms of the Restricted Stock UnitAgreement, in the discretion of the Committee and pursuant to such terms and conditions as it mayimpose, may provide: (i) that, if such Employee’s employment is terminated for any reason otherthan conduct that in the judgment of the Committee involves dishonesty or action by the Employeethat is detrimental to the best interests of the Company, then the Restricted Stock Units or anyrelated compensation deferral or a portion thereof shall not be forfeited; (ii) that, if suchEmployee’s employment is terminated on account of Disability, then the Employee shall not forfeithis or her Restricted Stock Units or any related compensation deferral or a portion thereof; and(iii) that, if such Employee dies while employed by the Company or any of its Subsidiaries, thenhis or her Restricted Stock Units or any related compensation deferral or a portion thereof is notforfeited.(e) Changes. If any change is made in the Common Stock by reason of any merger,consolidation, reorganization, recapitalization, stock dividend, split up, combination of
13

 
shares, exchange of shares, change in corporate structure, or otherwise, then any shares orother securities of the Company or succeeding, resulting or other company to be received by theEmployee under the Restricted Stock Unit Agreement shall be subject to the same restrictionsapplicable to the Restricted Stock Units.          (f) Non-Transferability of Restricted Stock Unit Awards. No Restricted Stock Unitsshall be transferable by the Participant prior to vesting and/or lapse of the applicable forfeiturerestrictions otherwise than by will or by the laws of descent and distribution, to the extentconsistent with the terms of the Plan.     8.3 Unrestricted Stock. The Committee shall have the authority to grant to any personeligible under Section 5.1 one or more Unrestricted Stock Awards. Each Employee who is awardedUnrestricted Stock shall receive an Unrestricted Stock Agreement from the Company in a formspecified by the Committee and containing the terms and conditions of the award and such othermatters, consistent with this Plan, as the Committee, in its sole discretion, shall determine atthe time the Award is made. Such conditions may include, but shall not be limited to, the deferralof a percentage of the Employee’s annual cash compensation, not including dividends paid on theUnrestricted Stock, if any, to be applied toward the purchase of Unrestricted Stock upon such termsand conditions, including such discounts, as may be set forth in the Unrestricted Stock Agreement.Upon the issuance of Unrestricted Stock to an Employee hereunder, the Employee shall have theentire beneficial ownership and all the rights and privileges of a stockholder with respect to theUnrestricted Stock awarded to him or her, including the right to receive dividends and the right tovote such Unrestricted Stock. Subject to Section 12.3, each Employee who is awarded UnrestrictedStock may, but need not, be issued a stock certificate in respect of such shares of UnrestrictedStock.**Article IX****Stock Appreciation Rights**     9.1 Stock Appreciation Rights. The Committee shall have the authority to grant StockAppreciation Rights to any Participant eligible to receive Awards under this Plan. StockAppreciation Rights may, but need not, be granted in conjunction with a contemporaneous grant of aStock Option. If a Stock Appreciation Rights Award is granted in conjunction with a Stock OptionAward, the terms of the Stock Option Award shall apply to the Stock Appreciation Rights Award aswell, subject to any additional terms as contemplated by this Article IX.     9.2 Terms. Stock Appreciation Rights shall be subject to the following terms andconditions, and to such terms and conditions which may be set forth in the certificate evidencingthe Stock Appreciation Rights Award, which certificate may provide such other terms, conditions andprovisions, not inconsistent with the terms of this Plan, as the Committee may direct.          (a) Award. Stock Appreciation Rights shall entitle the Participant, subject to suchterms and conditions determined by the Committee, to receive upon exercise thereof payment in theform described in Section 9.2(c) equal to the excess of (i) the Fair Market Value per share ofCommon Stock at the time of exercise, over (ii) a specified exercise price which shall not be lessthan 100% of the Fair Market Value of the Common Stock on the Date of Grant
14

 
of the Stock Appreciation Rights Award, multiplied by the number of shares of Common Stockwith respect to which the Stock Appreciation Rights shall have been exercised.          (b) Vesting Period and Term. The period or periods of time within which the StockAppreciation Rights will vest and may be exercised, in whole or in part, shall, if the StockAppreciation Rights Award is granted in conjunction with a Stock Option Award, be co-extensive withthe vesting schedule of the Stock Option Award. If the Stock Appreciation Rights Award is grantedas a stand-alone Award, the Committee shall determine the vesting schedule, if any, and term of theStock Appreciation Rights Award. The Committee shall have the power to permit an acceleration ofpreviously established vesting periods, subject to the requirements set forth in this Plan, uponsuch circumstances and subject to such terms and conditions as the Committee deems appropriate.          (c) Exercise. Upon exercise of a Stock Appreciation Right, the Participant shall beentitled to receive payment in the form of shares of Common Stock (rounded down to the next wholenumber of shares so that no fractional shares of Common Stock are issued), cash, or any combinationthereof. The form of payment shall be determined by the Committee in its sole discretion. TheCompany shall be entitled to withhold tax required to be withheld from the payment upon exercise ofthe Stock Appreciation Rights Award. The exercise of Stock Appreciation Rights shall result in thetermination of the Stock Appreciation Rights with respect to the number of shares of Common Stockcovered by the exercise and, if granted in conjunction with a Stock Option Award, shall also resultin the termination of the related Stock Options with respect to the number of shares of CommonStock covered by the exercise.          (d) Other Terms. The provisions of Section 6.4(f) (Death), (g) (Disability), (h)(Termination of Employment), (i) (Change of Control), (j) (Merger and Other FundamentalTransactions), and (k) (Non-Transferability of Options) of this Plan shall apply to all StockAppreciation Rights Awards under this Plan, substituting the reference to “Option” with “StockAppreciation Rights” as applicable.     9.3 Rights as Stockholder. A Participant shall not be deemed to be the holder ofCommon Stock, or to have any of the rights of a holder of Common Stock, with respect to sharessubject to any Stock Appreciation Rights Award, unless and until the Stock Appreciation RightsAward is exercised and paid in shares of Common Stock, if applicable, and a stock certificaterepresenting such shares of Common Stock is issued by the Participant.     9.4 Effect of Share Reserve. The number of shares of Common Stock with respect towhich Stock Appreciation Rights are exercised (rather than the number of shares issued by theCompany upon such exercise) shall be deemed for the purpose of Section 4.1 of this Plan to havebeen issued upon such exercise, and shall not thereafter be available for issuance under this Plan.**Article X****Termination or Amendment**     10.1 Termination or Amendment of Plan. The Committee may at any time amend,discontinue or terminate the Plan or any part thereof (including any amendment deemed necessary toensure that the Company may comply with any regulatory requirement referred to in Article XII) oramend any Award previously granted, prospectively or retroactively (subject to
15

 
Article IV); provided, however, that, (i) unless otherwise required by law, the rights of aParticipant with respect to Awards granted prior to such amendment, discontinuance or terminationmay not be impaired without the consent of such Participant; (ii) except as otherwise provided inSection 4.3 hereof, the Committee shall not reduce the exercise price of Stock Options previouslyawarded to any Participant, whether through amendment, cancellation and replacement grant, or anyother means, without prior stockholder approval; and (iii) the Company will seek the approval ofthe Company’s stockholders for any amendment if such approval is necessary to comply with the Code,Federal or state securities laws or any other applicable laws or regulations, including theMarketplace Rules of the National Association of Securities Dealers, Inc.**Article XI****Unfunded Plan**     11.1 Unfunded Plan. The Plan is intended to constitute an “unfunded” plan forincentive compensation. With respect to any payment not yet made to a Participant by the Company,nothing contained herein shall give any such Participant any rights that are greater than those ofa general creditor of the Company.**Article XII****General Provisions**     12.1 Nonassignment. Except as otherwise provided in the Plan, any Award grantedhereunder and the rights and privileges conferred thereby shall not be sold, transferred, assigned,pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not besubject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge,hypothecate or otherwise dispose of an Award, right or privilege contrary to the provisions hereof,or upon the levy of any attachment or similar process thereon, such Award and the rights andprivileges conferred hereby shall immediately terminate and the Award shall immediately beforfeited to the Company.     12.2 Legend. The Committee may require each person acquiring shares pursuant to anAward to represent to the Company in writing that the Participant is acquiring the shares without aview to distribution thereof. The stock certificates representing such shares may include anylegend which the Committee deems appropriate to reflect any restrictions on transfer.     All certificates representing shares of Common Stock delivered under the Plan shall be subjectto such stock transfer orders and other restrictions as the Committee may deem advisable under therules, regulations and other requirements of the Securities and Exchange Commission, any stockexchange or stock market upon which the Common Stock is then listed or traded, any applicableFederal or state securities law, and any applicable corporate law, and the Committee may cause alegend or legends to be put on any such certificates to make appropriate reference to suchrestrictions.     12.3 Uncertificated Shares. Each Employee who exercises an Option to acquire CommonStock, is issued Common Stock upon exercise of a Stock Appreciation Rights Award, is issued CommonStock upon the vesting of a Performance Shares Award or lapse of forfeiture
16

 
restrictions under a Restricted Stock Unit Award or is issued Unrestricted Stock may, but neednot, be issued a stock certificate in respect of the Common Stock so acquired. A “book entry”(i.e., a computerized or manual entry) shall be made in the records of the Company toevidence the issuance of shares of Common Stock to an Employee where no certificate is issued inthe name of the Employee. Such Company records, absent manifest error, shall be binding onEmployees. In all instances where the date of issuance of shares may be deemed significant but nocertificate is issued in accordance with this Section 12.3, the date of the book entry shall be therelevant date for such purposes.     12.4 Forfeiture for Competition. If a Participant in this Plan provides services to acompetitor of the Company or any of its subsidiaries, whether as an employee, officer, director,independent contractor, consultant, agent or otherwise, such services being of a nature that canreasonably be expected to involve the skills and experience used or developed by the Participantwhile an Employee, and the Committee determines, in its sole discretion, that the provision of suchservices constitutes a breach of the Participant’s non-compete agreement with the Company, thenthat Participant’s rights to any Awards hereunder shall automatically be forfeited.     12.5 Other Plans. Nothing contained in the Plan shall prevent the Board from adoptingother or additional compensation arrangements, subject to stockholder approval if such approval isrequired; and such arrangements may be either generally applicable or applicable only in specificcases.     12.6 No Right to Employment. Neither the Plan nor the grant of any Award hereundershall give any Participant or other Employee any right with respect to continuance of employment bythe Company or any Subsidiary, nor shall the Plan impose any limitation on the right of the Companyor any Subsidiary by which a Participant is employed to terminate such Participant’s employment atany time.     12.7 Withholding of Taxes. The Company shall have the right to reduce the number ofshares of Common Stock otherwise deliverable pursuant to an Award under this Plan by an amount thatwould have a fair market value equal to the minimum amount of all Federal, state and local taxesrequired to be withheld, or to deduct the amount of such taxes from any cash payment otherwise tobe made to the Participant. In connection with such withholding, the Committee may make sucharrangements as are consistent with the Plan as it may deem appropriate.     12.8 Listing and Other Conditions.          (a) If the Common Stock is listed on a national securities exchange or The Nasdaq StockMarket, the issuance of any shares of Common Stock pursuant to an Award shall be conditioned uponsuch shares being listed on such exchange or The Nasdaq Stock Market. The Company shall have noobligation to issue any shares of Common Stock unless and until such shares are so listed, and theright to exercise any Option or Stock Appreciation Right or vest in any Restricted Stock Unit shallbe suspended until such listing has been effected.          (b) If at any time counsel to the Company shall be of the opinion that any sale or delivery ofshares of Common Stock pursuant to an Award is or may in the circumstances be unlawful or result inthe imposition of excise taxes under the statutes, rules or regulations of any
17

 
applicable jurisdiction, the Company shall have no obligation to make such sale or delivery,or to make any application or to effect or to maintain any qualification or registration under theSecurities Act of 1933, as amended, or otherwise with respect to shares of Common Stock or Awards,and the right to exercise any Option or Stock Appreciation Right or vest in any Restricted StockUnit shall be suspended until, in the opinion of such counsel, such sale or delivery shall belawful or shall not result in the imposition of excise taxes.          (c) Upon termination of any period of suspension under this Section 12.8, any Award affectedby such suspension which shall not then have expired or terminated shall be reinstated as to allshares available before such suspension and as to shares which would otherwise have becomeavailable during the period of such suspension, but no such suspension shall extend the term of anyOption or Stock Appreciation Right.     12.9 Governing Law. The Plan and actions taken in connection herewith shall begoverned and construed in accordance with the laws of the State of Delaware, without regard to theconflict of laws principles thereof.     12.10 Construction. Wherever any words are used in the Plan in the masculine genderthey shall be construed as though they were also used in the feminine gender in all cases wherethey would so apply, and wherever any words are used herein in the singular form they shall beconstrued as though they were also used in the plural form in all cases where they would so apply.     12.11 Liability of the Board and the Committee. No member of the Board or theCommittee nor any Employee of the Company or any of its subsidiaries shall be liable for any act oraction hereunder, whether of omission or commission, by any other member or Employee or by anyagent to whom duties in connection with the administration of the Plan have been delegated or,except in circumstances involving bad faith, gross negligence or fraud, for anything done oromitted to be done by himself.     12.12 Other Benefits. No payment pursuant to an Award shall be deemed compensationfor purposes of computing benefits under any retirement plan of the Company or any Subsidiary noraffect any benefits under any other benefit plan now or hereafter in effect under which theavailability or amount of benefits is related to the level of compensation.     12.13 Costs. The Company shall bear all expenses incurred in administering the Plan,including expenses related to the issuance of Common Stock pursuant to Awards.     12.14 Severability. If any part of the Plan shall be determined to be invalid or voidin any respect, such determination shall not affect, impair, invalidate or nullify the remainingprovisions of the Plan which shall continue in full force and effect.     12.15 Successors. The Plan shall be binding upon and inure to the benefit of anysuccessor or successors of the Company.     12.16 Headings. Article and section headings contained in the Plan are included forconvenience only and are not to be used in construing or interpreting the Plan.
18

 
**Article XIII****Term of Plan**     13.1 Effective Date. The Plan shall be effective as of the Effective Date, but thegrant of any Award hereunder is subject to the express condition that the Plan be approved by thestockholders of the Company within 12 months after the Effective Date.     13.2 Termination Date. Unless sooner terminated, the Plan shall terminate on October25, 2011, and no Awards may be granted thereafter. Termination of the Plan shall not affect Awardsgranted before such date.**As originally adopted by the Board by unanimous written consent dated September 14, 1999 andapproved by the stockholders at the Annual Meeting held on October 28, 1999.****As revised by the Board by unanimous written consent dated September 21, 2000 and approved by thestockholders at the Annual Meeting held on October 26, 2000 — the first sentence of Section 4.1 wasamended to increase the maximum aggregate number of shares of Common Stock that may be issued underthe Plan from 1,000,000 to 2,000,000.****As revised by the Board at its October 26, 2000 meeting to clarify the “Change of Control”definition.****As revised by the Board by unanimous written consent dated September 5, 2001 and approved by thestockholders at the Annual Meeting held on October 25, 2001 — the first sentence of Section 4.1 wasamended to increase the maximum aggregate number of shares of Common Stock that may be issued underthe Plan from 2,000,000 to 3,000,000.****As revised by the Board at its meeting held February 19, 2002 – sentence was added to the end ofSection 6.4(h), “Termination of Employment”, regarding termination of options if optionee continuesas a Director.****As revised by the Board at its meeting held September 12, 2002 and approved by the stockholders atthe Annual Meeting held on October 24, 2002 — the first sentence of Section 4.1 was amended toincrease the maximum aggregate number of shares of Common Stock that may be issued under the Planfrom 3,000,000 to 4,000,000.****As revised by the Board at its meeting held September 5, 2003 and approved by the stockholders atthe Annual Meeting held on October 30, 2003 – the first sentence of Section 4.1 was amended toincrease the maximum aggregate number of shares of Common Stock that may be issued under the Planfrom 4,000,000 to 4,900,000.****As revised by the Board at its meeting held October 30, 2003 to remove the provisions vesting soleauthority in the Board to grant Awards to Reporting Persons and to amend the definition ofCommittee.****As revised by the Board at its meeting held September 9, 2004 and approved by the stockholders atthe Annual Meeting held on October 27, 2004 to include provisions providing for the grant ofPerformance Shares under the Plan.****As revised by the Compensation Committee by unanimous written consent, dated March 2, 2005, to addExhibit A to provide for additional restrictions and requirements related to the issuance of stockoption awards to eligible French Employees.****As revised by the Board by unanimous written consent dated September 20, 2005 to requirestockholder approval of any reduction of the exercise price of outstanding Stock Options, to limitthe term of Stock Options granted on or after September 20, 2005 to a maximum of seven years, torequire that the exercise**
19

 
**price of any Stock Options granted under the Plan be no less than 100% of the Fair Market Value ofthe Common Stock on the date of grant, to clarify that the number of shares of common stockavailable for issuance under the Plan will be reduced by the gross, not net, number of shares ofcommon stock subject to Awards, and to make certain technical amendments to the Plan to comply withSection 409A of the Code.****As revised by the Board by unanimous written consent dated September 20, 2005 and approved by thestockholders at the Annual Meeting held on October 26, 2005 to amend Section 4.1 to increase themaximum aggregate number of shares of Common Stock that may be issued under the Plan from 4,900,000to 5,100,000 and to provide that any grant of Performance Shares, Restricted Stock Units orUnrestricted Stock under the Plan on or after October 26, 2005 will be counted against the Plan’sshare reserve as two shares for every one share subject to such Award and to amend Section 6.4(h)to extend the period during which vested Stock Options may be exercised following an optionee’stermination of employment if the optionee is engaged as a consultant by the Company following hisor her termination.****As revised by the Compensation Committee at its meeting on January 25, 2006 to include provisionsregarding the restriction on transferability of Performance Shares Awards and Restricted Stock UnitAwards, and to modify all references in the Plan to Restricted Stock Awards to be and refer toRestricted Stock Unit Awards, to more properly reflect the actual nature of the Awards.****As revised by the Compensation Committee at its meeting on July 26, 2006, to amend and restateExhibit A — Equity Incentive Awards to Employees Working in France to add restricted stock units tothe types of awards that can be granted to eligible French Employees.****As revised by the Board at its meeting held on September 7, 2006 and approved by the stockholdersat the Annual Meeting held on October 25, 2006 to (i) amend Section 4.1 to increase the maximumaggregate number of shares of Common Stock that may be issued under the Plan from 5,100,000 to5,600,000; (ii) add Article IX to the Plan to allow for grants and awards of Stock AppreciationRights under the Plan; (iii) amend Section 12.2 to extend the termination date of the Plan toOctober 25, 2011; and (iv) approve the Plan for purposes of Section 162(m) of the Internal RevenueCode.****As revised by the Board at its meeting held on October 26, 2006 to change the name of the Plan tothe Amended and Restated Equity Incentive Plan and to make conforming changes throughout the Planto incorporate the amendments and additions to the Plan.****As revised by the Board by unanimous written consent dated November 2, 2006 to amend Section 4.3 tomake any antidilution adjustment automatic.**
20