a582240810_1.htm


    


    Exhibit
10.1

    


    AMERICAN
STATES WATER COMPANY

    


    2003
NON-EMPLOYEE DIRECTORS STOCK PLAN

    


    Amended
and Restated Effective as of

    January
1, 2008

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      TABLE
      OF CONTENTS

              
	 	 
      	 
      	 
      
	 
      SECTION
      1.	
                GENERAL
      DESCRIPTION

              	
                1

              
	 
      SECTION
      2.	
                DEFINITIONS

              	
                1

              
	 
      SECTION
      3.	
                EFFECTIVE
      DATE; DURATION

              	
                3

              
	 
      SECTION
      4.	
                STOCK
      OPTION AWARDS

              	
                3

              
	 	
                4.1

              	
                Annual
      Award

              	
                3

              
	 	
                4.2

              	
                Maximum
      Number of Shares.

              	
                3

              
	 	
                4.3

              	
                Option
      Price.

              	
                3

              
	 	
                4.4

              	
                Option
      Period and Exercisability.

              	
                4

              
	 	
                4.5

              	
                Termination
      of Directorship.

              	
                4

              
	 	
                4.6

              	
                Option
      Agreements.

              	
                4

              
	 	
                4.7

              	
                Dividend
      Equivalent Credits to Option Dividend Equivalent Accounts.

              	
                4

              
	 
      SECTION
      5.	
                STOCK
      UNITS AWARDS

              	
                4

              
	 	
                5.1

              	
                2003
      Awards

              	
                4

              
	 	
                5.2

              	
                Annual
      Award

              	
                5

              
	 	
                5.3

              	
                Crediting
      of Dividend Equivalents to Stock Unit Accounts

              	
                5

              
	 	
                5.4

              	
                Units
      and Other Amounts Vest Immediately

              	
                5

              
	 	
                5.5

              	
                Distribution
      of Benefits

              	
                5

              
	 
      SECTION
      6.	
                CHANGES
      IN CAPITAL STRUCTURE

              	
                6

              
	 	
                6.1

              	
                Adjustments

              	
                6

              
	 	
                6.2

              	
                Corporate
      Transactions-Assumption or Termination of Awards

              	
                7

              
	 	
                6.3

              	
                Option
      Termination

              	
                7

              
	 
      SECTION
      7.	
                SHARES
      SUBJECT TO THE PLAN; SHARE LIMITS

              	
                7

              
	 	
                7.1

              	
                Shares
      Available for Issuance

              	
                7

              
	 	
                7.2

              	
                Share
      Limits; Cut Backs

              	
                7

              
	 	
                7.3

              	
                Fractional
      Shares; Minimum Issue

              	
                8

              
	 
      SECTION
      8.	
                ADMINISTRATION

              	
                8

              
	 	
                8.1

              	
                The
      Administrator

              	
                8

              
	 	
                8.2

              	
                Committee
      Action

              	
                8

              
	 	
                8.3

              	
                Rights
      and Duties; Delegation and Reliance; Decisions Binding

              	
                8

              
	 
      SECTION
      9.	
                AMENDMENT
      AND TERMINATION; STOCKHOLDER APPROVAL

              	
                9

              
	 	
                9.1

              	
                Amendment
      and Termination

              	
                9

              
	 	
                9.2

              	
                Stockholder
      Approval

              	
                9

              
	 
      SECTION
      10.	
                MISCELLANEOUS

              	
                9

              
	 	
                10.1

              	
                Limitation
      on Participants’ Rights

              	
                9

              
	 	
                10.2

              	
                Beneficiaries

              	
                9

              
	 	
                10.3

              	
                Non-Transferability

              	
                10

              
	 	
                10.4

              	
                Obligations
      Binding Upon Successors.

              	
                10

              
	 	
                10.5

              	
                Governing
      Law; Severability

              	
                10

              
	 	
                10.6

              	
                Compliance
      with Laws

              	
                11

              
	 	
                10.7

              	
                Limitations
      on Rights Associated with Units

              	
                11

              
	 	
                10.8

              	
                Plan
      Construction

              	
                11

              
	 	
                10.9

              	
                Headings
      Not Part of Plan

              	
                11

              
	 	 
      	 
      	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      AMERICAN
STATES WATER COMPANY

      2003
NON-EMPLOYEE DIRECTORS STOCK PLAN

      


      Section
1. General
Description

       

      The
American States Water Company 2003 Non-Employee Directors Stock Plan (the
“Plan”) provides for grants of stock units and stock options to non-employee
directors.  The purposes of the Plan are (a) to attract, motivate and
retain eligible directors of the Company by providing to them supplemental
stock-based compensation and (b) to encourage eligible directors to increase
their stock ownership in the Company.  The Plan is amended and
restated in its entirety effective as of January 1, 2008.

      


      Section
2. Definitions

       

      Whenever
the following terms are used in this Plan they shall have the meaning specified
below unless the context clearly indicates to the contrary:

      


      “Account or Accounts” means the
Participant’s Stock Unit Account or Option Dividend Equivalent Account, as the
context requires.

      


      “Award Units” means Stock Units
credited pursuant to Sections 5.1 and 5.2 and any Dividend Equivalents credited
thereon pursuant to Section 5.3.

      


      “Board” means the Board of
Directors of the Company.

      


      “Cause” has the same meaning as
determined under Section 304 of the California Corporations Code or any
successor thereof.

      


      “Code” means the Internal
Revenue Code of 1986, as amended.

      


      “Common Stock” means the Common
Stock of the Company, subject to adjustment pursuant to Section 6.

      


      “Committee” means the Board or
a Committee of the Board acting under delegated authority from the
Board.

      


      “Company” means American States
Water Company, a California corporation, and its successors and
assigns.

      


      “Dividend Equivalent” means
(a), with respect to a Participant’s Option Dividend Equivalent Account, the
amount of cash dividends or other cash distributions paid by the Company on that
number of shares of Common Stock that is equal to the number of shares subject
to each outstanding Option held by the Participant as of the applicable
measurement date for the dividend or other distribution, which amount shall be
allocated as Stock Units credited to the Participant’s Option Dividend
Equivalent Account pursuant to Section 4.7; and (b), with respect to a
Participant’s Stock Unit Account, the amount of cash dividends or other cash
distributions paid by the Company on that number of shares of Common Stock that
is equal to the number of Stock Units then credited to the Participant’s Stock
Unit Account as of the applicable measurement date for the dividend or other
distribution, which amount shall be allocated as additional Stock Units to the
Participant’s Stock Unit Account pursuant to Section 5.3.

      “Distribution Subaccount” means
a subaccount of a Non-Employee Director’s Option Dividend Equivalent Account
established to separately account for Dividend Equivalents credited in the form
of Stock Units with respect to each outstanding Option.

       

       

      
        
          
          

        

        
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      “Effective Date” means May 20,
2003, subject to shareholder approval at the 2004 annual meeting of
shareholders.

      


      “Eligible Non-Employee
Director” means each Non-Employee Director who first becomes a
Non-Employee Director on or after the date of the 2003 Annual Meeting and each
other Non-Employee Director who notifies the Company in writing of his or her
election to waive all benefits under the Retirement Plan in exchange for
participation in the Stock Unit Award feature under Section 5.2(a) of this
Plan.

      


      “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.

      


      “Fair Market Value” on any date
means (1) if the stock is listed or admitted to trade on a national securities
exchange, the closing price of the stock on the Composite Tape, as published in
the Western Edition of The Wall Street Journal, of the principal national
securities exchange on which the stock is so listed or admitted to trade, on
such date, or, if there is no trading of the stock on such date, then the
closing price of the stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares; (2) if the stock is
not listed or admitted to trade on a national securities exchange, the last
price for the stock on such date, as furnished by the National Association of
Securities Dealers, Inc. (“NASD”) through the NASDAQ National Market Reporting
System or a similar organization if the NASD is no longer reporting such
information; (3) if the stock is not listed or admitted to trade on a national
securities exchange and is not reported on the National Market Reporting System,
the mean between the bid and asked price for the stock on such date, as
furnished by the NASD or a similar organization; or (4) if the stock is not
listed or admitted to trade on a national securities exchange, is not reported
on the National Market Reporting System and if bid and asked prices for the
stock are not furnished by the NASD or a similar organization, the value as
established by the Committee at such time for purposes of this
Plan.

      


      “Grant Date” means the date on
which an Option is granted pursuant to Section 4.

      


      “Non-Employee Director” means a
member of the Board who is not an officer or employee of the Company or a
subsidiary.

      


      “Option or Nonqualified Stock
Option” means an option to purchase a number of shares of Common Stock
granted to Non-Employee Directors pursuant to Section 4.1.

      


      “Option Dividend Equivalent
Account” means the bookkeeping account maintained by the Company on
behalf of each Participant that is credited with Dividend Equivalents in
accordance with Section 4.7, and includes each Distribution
Subaccount.

      


      “Participant” means any person
who has been granted an Option or Award Units under this Plan.

      


      “Plan” means the American
States Water Company 2003 Non-Employee Directors Stock Plan.

      


      “Retirement” means a retirement
or resignation by a Non-Employee Director who either (a) has attained age 65 and
has provided at least five years service as a member of the Board or (b) is
required to retire from service on the Board and not seek reelection or
nomination pursuant to the Company’s director retirement policy.

      “Retirement Plan” means the
Company’s Amended and Restated Retirement Plan for Non-Employee Directors of
American States Water Company.

      


      “Securities Act” means the
Securities Act of 1933, as amended.

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      “Stock” means a share of Common
Stock.

      


      “Stock Unit or Unit” means a
non-voting unit of measurement which is deemed for bookkeeping and payment
purposes to represent one outstanding share of Common Stock of the Company
solely for purposes of determining benefits under this Plan, established
pursuant to the grant of Award Units under Sections 5.1 and 5.2, or in respect
of Dividend Equivalents under Section 4.7 or Section 5.3, and payable solely in
a share of Stock, on a one-for-one basis.

      


      “Stock Unit Account” means the
bookkeeping account maintained by the Company on behalf of each Participant that
is credited with Award Units and Dividend Equivalents in accordance with Section
5.

      


      “2003 Annual
Meeting”  means the Company’s 2003 annual meeting of
stockholders.

       

      
        Section
3. Effective
Date; Duration

         

        The
effective date of the Plan is May 20, 2003, subject to approval of the Company’s
stockholders at their 2004 annual meeting.  No awards may be granted
under the Plan after May 19, 2013.  The Plan shall continue in
effect until all matters relating to Options, Stock Units and the administration
of the Plan have been completed and all payments of benefits have been
made.

        


        Section
4. Stock
Option Awards

         

        4.1 Annual
Award.  

         

        (a) On the
date of each annual meeting of stockholders in the years 2003 through 2006, each
Non-Employee Director in office immediately following the annual meeting shall
be granted, without further action by the Committee, a Nonqualified Stock Option
to purchase shares of Common Stock.  Each Non-Qualified Stock Option
granted pursuant to this Section 4.1(a) in 2003 and 2004 shall be an option
to purchase 1000 shares and each Nonqualified Stock Option granted pursuant to
this Section 4.1(a) in 2005 and 2006 shall be an option to purchase 3000
shares.

         

        (b) If any
person who was not a Non-Employee Director at the immediately preceding annual
meeting of stockholders at which a grant is made pursuant to Section 4.1(a)
becomes a Non-Employee Director within six months following such annual meeting,
then such Non-Employee Director shall be granted, without any further action by
the Committee, a Nonqualified Stock Option to purchase that number of shares of
Common Stock granted to Non-Employee Directors at the immediately preceding
annual meeting, the Grant Date of which shall be the date the person takes
office; provided, however, that no such grant shall be made after May 1,
2007.

         

        4.2 Maximum
Number of Shares.   Annual grants that would otherwise exceed
the maximum number of shares allotted for issuance under the Plan contained in
Section 7.1 shall be prorated within such limitation pursuant to Section
7.2.  

         

        4.3 Option
Price. The exercise price per share of the Stock covered by
each Option granted pursuant to this Section 4 shall be 100% of the Fair Market
Value of the Stock on the Grant Date.  The exercise price of any
Option granted under this Section 4 shall be paid in full at the time of each
purchase in cash, by electronic funds transfer, or by check or in shares of
Stock valued at their Fair Market Value on the date the Participant exercises
the Option, or partly in such shares and partly in cash, provided that any such
shares used in payment that were previously acquired by the Participant from the
Company upon exercise of an Option or otherwise shall have been owned by the
Participant at least six months prior to

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

          the date
of exercise.  The Company shall not be obligated to deliver shares of
Stock unless and until it receives full payment of the exercise price therefor
and any related conditions of the Option have been
satisfied.

        

      

      
         

        4.4 Option
Period and Exercisability.   Each Option granted under this
Section 4 and all rights or obligations thereunder shall expire 10 years after
the Grant Date and shall be subject to earlier termination as provided
below.  Each Option shall be fully exercisable upon the Grant
Date.

         

        4.5 Termination of Directorship.


         

        (a) If a
Non-Employee Director’s services as a member of the Board terminate for any
reason other than Cause, then any Option granted pursuant to this Section 4 held
by such Participant shall remain exercisable for the period of time set forth in
the option agreement evidencing his or her Option.

         

        (b) If a
Non-Employee Director’s services as a member of the Board terminate for Cause,
all unexercised Options shall terminate on the date of termination of
services.

         

        4.6 Option
Agreements.   Each Option granted to a Non-Employee Director
shall be evidenced by an agreement in a form approved by the Committee and shall
contain the terms and conditions consistent with the Plan as approved by the
Committee relating to the Option.

         

        4.7 Dividend
Equivalent Credits to Option Dividend Equivalent Accounts.
  

         

        (a) As of each
dividend record date from the date of grant of an Option to the earlier of
(1) the third anniversary of the date of grant of such Option or
(2) the Participant’s termination of service for Cause, regardless of
whether the Option has been partially or fully exercised, a Participant’s Option
Dividend Equivalent Account shall be credited with Stock Units in an amount
equal to the Dividend Equivalents representing dividends payable as of such
dividend record date on a number of shares equal to the aggregate number of
shares originally subject to such Option divided by the then Fair Market Value
of a share of Common Stock on the dividend record date.  The Dividend
Equivalents attributable to each Option granted to a Participant shall be
credited to a separate Distribution Subaccount established for such
Participant.

         

        (b) Stock
Units credited to the Participant’s Distribution Subaccount with respect to an
Option shall become payable to the Participant upon the earlier to occur of
(1) the date of the Non-Employee Director’s termination of service as a
director of the Company or (2) three years from the Grant
Date.

         

        (c) Stock
Units credited to a Non-Employee Director’s Option Dividend Equivalent Account
shall at all times be fully vested and non-forfeitable and shall be distributed
in an equivalent whole number of shares of Stock.  Any fractional
share interests shall be accumulated and paid in cash on the distribution
date.

         

        Section
5. Stock
Units Awards

         

        5.1 2003
Awards

         

        (a) Continuing Eligible
Non-Employee Directors.  As of the date of the 2003 Annual
Meeting, the Stock Unit Account of each person who is continuing in office as an
Eligible Non-Employee Director immediately following such meeting shall be
credited with a number of Stock Units equal to (1) $15,000, multiplied by (2)
the lesser of (i) the Non-Employee Director’s years

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

    

     

    
       of prior
Board service or (ii) 10, divided by (3) the Fair Market Value of a share of
Common Stock on the last trading date prior to the 2003 Annual
Meeting.

       

      (b) New Non-Employee
Directors.  As of the date of the 2003 Annual Meeting, the
Stock Unit Account of each person who first becomes a Non-Employee Director at
the 2003 Annual Meeting shall be credited with a number of Stock Units equal to
(1) the amount of the then-current annual retainer divided by (2) the Fair
Market Value of a share of Common Stock on the last trading date prior to the
2003 Annual Meeting.

       

      5.2 Annual
Award.  

       

      (a) As of the
date of each annual meeting of stockholders commencing in 2004, the Stock Unit
Account of each Eligible Non-Employee Director in office immediately following
the annual meeting, shall be credited with a number of Stock Units equal
(1) the amount of the then-current annual retainer payable by the Company
for services rendered as a director for such year, divided by (2) the Fair
Market Value of Common Stock on the last trading date prior to such annual
meeting; provided, however, that in no event shall the Stock Unit Account of an
Eligible Non-Employee Director be credited with Stock Units with respect to more
than 10 years of service (including, for this purpose, the number of years of
service taken into account under Section 5.1(a)).

       

      (b) As of the
date of each annual meeting of the stockholders commencing in 2007, the Stock
Unit Account of each Eligible Non-Employee Director in office immediately
following the annual meeting shall be credited with a number of Stock Units
equal to (1) the amount of the then-current annual retainer payable by the
Company for services rendered as a director for such year, divided by
(2) the Fair Market Value of Common Stock on the last trading date prior to
such annual meeting.

       

      (c) Annual
grants that would otherwise exceed the maximum number of shares allotted for
issuance under the Plan contained in Section 7.1 shall be prorated within
such limitation pursuant to Section 7.2.

       

      5.3 Crediting
of Dividend Equivalents to Stock Unit Accounts.  

       

      (a) As of each
dividend record date, an Eligible Non-Employee Director’s Stock Unit Account
shall be credited with additional Stock Units in an amount equal to the Dividend
Equivalents representing dividends payable as of such dividend record date on a
number of shares equal to the aggregate number of Units credited to the
Participant’s Stock Unit Account divided by the Fair Market Value of a share of
Common Stock on the dividend record date.

       

      (b) Stock
Units credited in respect of Dividend Equivalents shall be paid in Stock at the
same time and the same manner as the Stock Units to which they
relate.

       

      5.4 Units and
Other Amounts Vest Immediately.  All Units or
other amounts credited to an Eligible Non-Employee Director’s Stock Unit Account
shall be at all times fully vested and not subject to a risk of
forfeiture.

       

      5.5 Distribution
of Benefits.

       

      (a)
Notwithstanding anything herein to the contrary, the portion of a Non-Employee
Director’s Stock Unit Account attributable to Stock Units granted pursuant to
Section 5.1 or 

      5.2(a)
(and any Dividend Equivalents attributable to such Stock Units) shall be
distributed in accordance with this Section 5.5(a).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      (1) Commencement of Benefits
Distribution.  Subject to the terms of this Section 5.5(a)
and Section 6, each Eligible Non-Employee Director shall be entitled to
receive a distribution of his or her Stock Unit Account in the form of shares of
Stock upon his or her termination of service as a director of the
Company.

       

      (2) Manner of
Distribution.  Upon an Eligible Non-Employee Director’s
termination of service as a director of the Company, the Company shall, subject
to Section 7.2, deliver to the Participant (or his or her Beneficiary, as
applicable) a number of shares of Stock equal to the number of Stock Units (as
adjusted pursuant to Section 6, if applicable) to which the Participant is
then entitled under the terms of Section 5.5(a).  Such
distribution shall be made in a lump sum as soon as administratively
practicable, but no later than 30 days, following the Participant’s termination
of service.

       

      (b) Notwithstanding
anything herein to the contrary, the portion of a Non-Employee Director’s Stock
Unit Account attributable to Stock Units granted pursuant to Section 5.2(b)
(and any Dividend Equivalents attributable to such Stock Units) shall be
distributed in accordance with this Section 5.5(b).

       

      (1) Commencement of Benefits
Distribution.  With respect to each grant of Stock Units to a
Non-Employee Director, the Non-Employee Director shall be entitled to receive
one-third of such Stock Units (including Dividend Equivalents applicable to such
Stock Units) on each of the first, second and third anniversaries of such grant
in the form of shares of Stock.  Notwithstanding the foregoing, if a
Non-Employee Director terminates service as a director of the Company prior to
the complete distribution of his or her Stock Unit Account, such Non-Employee
Director shall be entitled to receive a distribution of his or her Stock Unit
Account in the form of shares of Stock.

       

      (2) Manner of
Distribution.  Upon the first, second, and third anniversaries
of the date of grant of Stock Units to a Non-Employee Director (or if earlier,
the Non-Employee Director’s termination of service as a director of the
Company), the Company shall, subject to Section 7.2, deliver to the
Participant (or his or her Beneficiary, as applicable) a number of shares of
Stock equal to the number of Stock Units (as adjusted pursuant to
Section 6, if applicable) to which the Participant is then entitled under
the terms of Section 5.5(b).  Such distribution shall be made in
a lump sum as soon as administratively practicable, but no later than 30 days,
following the applicable anniversary of the grant (or, if earlier, the
Participant’s termination of service).

       

      Section
6. Changes
in Capital Structure.

       

      
        6.1                      Adjustments.  Upon (or, as may
be necessary to effect the adjustment, immediately prior to):  any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend) or reverse stock split; any merger, combination,
consolidation, or other reorganization; any spin-off, split-up, or similar
extraordinary dividend distribution in respect of the Common Stock; or any
exchange of Common Stock or other securities of the Corporation, or any similar,
unusual or extraordinary corporate transaction in respect of the Common Stock;
then the Committee shall equitably and proportionately adjust (1) the
number and type of shares of Common Stock (or other securities) that thereafter
may be made the subject of awards (including the specific share limits, maximums
and numbers of shares set forth elsewhere in this Plan), (2) the number,
amount and type of shares of Common Stock (or other securities or property)
subject to any outstanding awards, (3) the grant, purchase, or exercise
price of any outstanding awards, and/or (4) the securities, cash or other
property deliverable upon exercise or payment of any outstanding awards, in each
case to the extent appropriate to preclude the enlargement or dilution of rights
and benefits under such awards.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        It is
intended that, if possible, any adjustments contemplated by the preceding
paragraph be made in a manner that satisfies applicable legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of
the Code, Section 409A of the Code and Section 162(m) of the Code) and
accounting (so as to not trigger any charge to earnings with respect to such
adjustment) requirements.

        Without
limiting the generality of Section 8.3, any good faith determination by the
Committee pursuant to this Section 6.1 shall be conclusive and binding on
all persons.

        


        6.2                      Corporate
Transactions-Assumption or Termination of Awards.  Upon the
occurrence of any of the following:  any merger, combination,
consolidation, or other reorganization; any exchange of Common Stock or other
securities of the Corporation; a sale of all or substantially all the business,
stock or assets of the Corporation; a dissolution of the Corporation; or any
other event in which the Corporation does not survive (or does not survive as a
public company in respect of its Common Stock); then the Committee may make
provision for a cash payment in settlement of, or for the assumption,
substitution or exchange of any or all outstanding share-based awards or the
cash, securities or property deliverable to the holder of any or all outstanding
share-based awards, based upon, to the extent relevant under the circumstances,
the distribution or consideration payable to holders of the Common Stock upon or
in respect of such event.  

         

        The
Committee may adopt such valuation methodologies for outstanding awards as it
deems reasonable in the event of a cash or property settlement and, in the case
of options or similar rights, but without limitation on other methodologies, may
base such settlement solely upon the excess if any of the per share amount
payable upon or in respect of such event over the exercise or base price of the
award.

        In any of
the events referred to in this Section 6.2, the Committee may take such
action contemplated by this Section 6.2 prior to such event (as opposed to
on the occurrence of such event) to the extent that the Committee deems the
action necessary to permit the participant to realize the benefits intended to
be conveyed with respect to the underlying shares.

        


        Without
limiting the generality of Section 8.3, any good faith determination by the
Committee pursuant to its authority under this Section 6.2 shall be
conclusive and binding on all persons.

        


        6.3                      Option
Termination.  To the extent
that any vested Option is not exercised prior to (i) a dissolution of the
Company or (ii) a merger or other corporate event, and no provision is made
for the assumption, conversion, substitution or exchange of the Option, the
Option shall terminate upon the occurrence of such
event.  

         

        Section
7.                                Shares
Subject To The Plan; Share Limits  

         

        7.1           Shares
Available for Issuance.   Subject to adjustment under Section
6, the aggregate number of shares of Stock that may be issued or delivered under
the Plan shall not exceed 250,000 shares.  Stock delivered by the
Company under the Plan shall be shares of authorized and unissued shares of
Stock and/or previously issued Stock held as treasury shares and shall be fully
paid and non-assessable when issued.  Shares issuable on exercise of
Options or payment of Stock Units shall be reserved for issue, and to the extent
that awards terminate or expire without payment in shares, the shares will be
available for subsequent grants or accretions. Subject to adjustment under
Section 6, the aggregate number of Stock Units that may be issued or delivered
under the Plan is 118,000.  

         

        7.2           Share
Limits; Cut Backs.   If any grant of an Option or the award or
crediting of Stock Units would cause the sum of the shares of Stock previously
issued and shares issuable under outstanding awards under the Plan to exceed the
maximum number of shares authorized under the Plan, the Company shall prorate
among the Non-Employee Directors the grant of new Options or award of Stock
Units and allocate the number of remaining shares available for issuance first
to the grant of Options and second toward the award of Award
Units.  If and for so long as no available share authorization
remains, no additional Options shall be granted or Stock Units credited and cash
shall be paid in lieu of dividend equivalents under Sections 4.7 and 5.3 for
such duration. 

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        7.3           Fractional
Shares; Minimum Issue.   Fractional share interests may be
accumulated but shall not be issued.  Cash will be paid or transferred
in lieu of any fractional share interests that remain upon a final distribution
under the Plan.  No fewer than 100 shares may be purchased on exercise
of an Option at any one time unless the number purchased is the total number at
the time available for purchase under the Option.  

         

        Section
8.                                Administration

         

        8.1           The
Administrator.

         

        The
Administrator of this Plan shall be the Board as a whole or a Committee as
appointed from time to time by the Board to serve as administrator of this
Plan.  The participating members of any Committee so acting shall
include, as to decisions in respect of participants who are subject to Section
16 of the Exchange Act, only those members who are Non-Employee Directors (as
defined in Rule 16b-3 promulgated under the Exchange Act).  Members of
the Committee shall not receive any additional compensation for administration
of this Plan.

        


        8.2           Committee
Action.

         

        A member
of the Committee shall not vote or act upon any matter which relates solely to
himself or herself as a Participant in this Plan.  Action of the
Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or (assuming compliance with Section 8.1) by
unanimous written consent of its members.

        


        8.3           Rights
and Duties; Delegation and Reliance; Decisions Binding.

         

        Subject to
the limitations of this Plan, the Committee shall be charged with the general
administration of this Plan and the responsibility for carrying out its
provisions, and shall have powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:

        


        (a)           To
construe and interpret this Plan;

         

        (b)           To
resolve any questions concerning the amount of benefits payable to a Participant
(except that no member of the Committee shall participate in a decision relating
solely to his or her own benefits);

         

        (c)           To
make adjustments under Section 6 and all other determinations required by this
Plan;

         

        (d)           To
maintain all the necessary records for the administration of this Plan;
and

         

        (e)           To
make and publish forms, rules and procedures for the administration of this
Plan.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        The
determination of the Committee made in good faith as to any disputed question or
controversy and the Committee’s determination of benefits payable to
Participants, including decisions as to adjustments under Section 6, shall be
conclusive and binding for all purposes of this Plan.  In performing
its duties, the Committee shall be entitled to rely on information, opinions,
reports or statements prepared or presented by:  (i) officers or
employees of the Company whom the Committee believes to be reliable and
competent as to such matters; and (ii) counsel (who may be employees of the
Company), independent accountants and other persons as to matters which the
Committee believes to be within such persons’ professional or expert
competence.  The Committee shall be fully protected with respect to
any action taken or omitted by it in good faith pursuant to the advice of such
persons.  The Committee may delegate ministerial, bookkeeping and
other non-discretionary functions to individuals who are officers or employees
of the Company.

        


        Section
9.                                Amendment
and Termination; Stockholder Approval

         

        9.1           Amendment
and Termination.  Subject to Section 9.2, the Board shall have
the right to amend this Plan in whole or in part from time to time or may at any
time suspend or terminate this Plan; provided, however, that, except
as contemplated by Section 6, no amendment or termination shall cancel or
otherwise adversely affect in any way, without his or her written consent, any
Participant’s rights with respect to Stock Units credited to his or her Accounts
or Options granted; and provided further that neither
Section 4 nor any other provision of the Plan or an award shall be amended to
permit the reduction (by amendment, substitution, cancellation and regrant or
other means) of the exercise price of any Option without prior stockholder
approval.  Any amendments authorized hereby shall be stated in an
instrument in writing, and all Participants shall be bound by such
amendment.  Changes contemplated by Section 6 shall not be deemed to
constitute changes or amendments for purposes of this Section 9.1.

         

        9.2           Stockholder
Approval.  The Plan, any grant, election, action, crediting or
vesting prior to stockholder approval, shall be subject to approval of the Plan
by the stockholders of the Company and, to the extent required under applicable
law or listing agency rule, required by the provisions of Section 9.1, or deemed
necessary or advisable by the Board, any amendment to the Plan shall be subject
to stockholder approval.  

         

        Section
10.                                Miscellaneous

         

        10.1           Limitation
on Participants’ Rights.  Participation in this Plan shall not
give any person the right to continue to serve as a member of the Board or any
rights or interests other than as expressly provided herein.  This
Plan shall create only a contractual obligation on the part of the Company as to
such amounts and shall not be construed as creating a trust or fiduciary
relationship between the Company, the Board, the Committee, and any Participant
or other person.  This Plan, in and of itself, has no
assets.  Participants shall have only the rights of a general
unsecured creditor of the Company with respect to amounts credited and benefits
payable, if any, on their Accounts, and rights no greater than the right to
receive the Common Stock (or equivalent value as a general unsecured creditor)
with respect to Accounts.  Participants shall not be entitled to
receive actual dividends or to vote Shares until after delivery of a certificate
representing the Shares.

         

        10.2           Beneficiaries.

         

        (a)           Beneficiary
Designation.  Upon forms provided by the Company each
Non-Employee Director may designate in writing the Beneficiary or Beneficiaries
(as defined in Section 10.2(b)) whom such Non-Employee Director desires to
receive any amounts payable under the Plan after his or her
death.  Beneficiary designation forms shall be effective on the date
that the form is received by the Corporate Secretary.  A Non-Employee
Director may from time to time change his or her designated Beneficiary or
Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing
a new designation in writing with the Corporate Secretary.  However,
if a married Non-Employee Director wishes to designate a person other than his
or her spouse as Beneficiary, such designation shall be consented to in writing
by the spouse.  The Non-Employee Director may change any election
designating a Beneficiary or Beneficiaries without any requirement of further
spousal consent if the spouse’s consent so provides.  Notwithstanding
the foregoing, spousal consent shall not be necessary if it is established that
the required consent cannot be obtained because the spouse cannot be located or
because of other circumstances prescribed by the Committee.  The
Company and the Committee may rely on the Non-Employee Director’s designation of
a Beneficiary or Beneficiaries last filed in accordance with the terms of the
Plan.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        (b)           Definition of
Beneficiary.  A Participant’s “Beneficiary” or “Beneficiaries”
shall be the person, persons, trust or trusts (or similar entity) designated by
the Participant or, in the absence of a designation, entitled by will or the
laws of descent and distribution to receive the Participant’s benefits under
this Plan in the event of the Participant’s death, and shall mean the
Participant’s executor or administrator if no other Beneficiary is identified
and able to act under the circumstances.

         

        10.3           Non-Transferability.  A
Participant’s rights and interests under the Plan in respect of Options and
Stock Units, including amounts payable or Stock deliverable under or in respect
thereof, may not be assigned, pledged, or transferred except:

         

        (a)           in
the event of a Participant’s death, to a designated beneficiary as provided in
Section 10.2(b) above, or in the absence of such designation, by will or the
laws of descent and distribution; or

         

        (b)           in
the case of Options, with the consent of the Committee
evidenced in writing or by duly adopted resolution, to certain persons or
entities related to the Participant, including but not limited to members of the
Participant’s immediate family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the
Participant’s immediate family and/or charitable institutions, pursuant to such
conditions and procedures as the Committee may establish.  Any
permitted transfer shall be subject to the condition that the Committee receive
evidence satisfactory to it that the transfer is being made for essentially
estate and/or tax planning purposes or a gratuitous or donative basis and
without consideration (other than nominal consideration or in exchange for an
interest in a qualified transferee) and only if such transfer would not
adversely affect the Company’s eligibility to use Form S-8 to register under the
Securities Act of 1933, as amended, the offering of shares issuable under the
Plan by the Company.

         

        The above
exercise and transfer restrictions shall not apply to transfers to the Company
or transfers pursuant to a court order.

         

        10.4           Obligations
Binding Upon Successors. 

         

        Obligations
of the Company under this Plan shall be binding upon successors of the
Company.

        


        10.5           Governing
Law; Severability.

         

        The
validity of this Plan and any agreements entered into under the Plan or any of
its provisions shall be construed, administered and governed in all respects
under the laws of the State of California.  If any provisions of this
Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        


        10.6           Compliance
with Laws.

         

        This Plan
and the offer, issuance and delivery of shares of Common Stock and/or the
payment of benefits under this Plan are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law) and to such approvals by any
listing, agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith.  Any securities delivered under this Plan shall be subject
to prior registration or such restrictions as the Company may deem necessary or
desirable to assure compliance with all applicable legal requirements, and the
person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as it may reasonably request
to assure such compliance.

        


        10.7           Limitations
on Rights Associated with Units.  A Non-Employee Director’s
Accounts shall be a memorandum account on the books of the
Company.  The Units credited to a Non-Employee Director’s Accounts
shall be used solely as a device for the determination of the number of shares
of Stock to be distributed to the Participant in accordance with this Plan
following his or her termination of service as a director of the
Company.  The Units shall not be treated as property or as a trust
fund of any kind.  No Participant shall be entitled to any voting or
other stockholder rights with respect to Units credited under this
Plan.  The number of Units credited to a Participant’s Accounts shall
be subject to adjustment in accordance with Section 6 and the terms of this
Plan.

         

        10.8           Plan
Construction.

         

        It is the
intent of the Company that transactions pursuant to this Plan satisfy and be
interpreted in a manner that satisfies the applicable conditions for exemption
under Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”) so that, to
the extent consistent therewith, the crediting of Units and the payment of Stock
as well as grants of Options will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Exchange Act and will not be
subjected to avoidable liability thereunder.

        


        10.9           Headings
Not Part of Plan.

         

        Headings
and subheadings in this Plan are inserted for reference only and are not to be
considered in the construction of the provisions hereof.

         

        11