EX-10.1






Exhibit 10.1




AMERIGROUP CORPORATION

AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN




(Amended and Restated as of November 6, 2008)




Section 1. Purpose of Plan.



The name of this plan is the AMERIGROUP Corporation Amended and Restated 2005 Equity Incentive
Plan (the “Plan”). The purpose of the Plan is to provide additional incentive to those officers,
employees, and non-employee directors of the Company and its Subsidiaries and Affiliates (as
hereinafter defined) whose contributions are essential to the growth and success of the Company’s
business, in order to strengthen the commitment of such persons to the Company and its
Subsidiaries and Affiliates, motivate such persons to faithfully and diligently perform their
responsibilities and attract and retain competent and dedicated persons whose efforts will result
in the long-term growth and profitability of the Company and its Subsidiaries and Affiliates. To
accomplish such purposes, the Plan provides that the Company may grant Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Stock Bonuses and Other Awards. The Plan is intended to satisfy the requirements of section 162(m)
of the Code and shall be interpreted in a manner consistent with the requirements thereof.



Section 2. Definitions.



For purposes of the Plan, the following terms shall be defined as set forth below:



(a) “Administrator” means, except to the extent otherwise provided by the Board, the
Committee.



(b) “Affiliate” means any entity 50% or more of the voting power of the outstanding
voting securities of which is owned by the Company or its Subsidiaries or by any other Affiliate.



(c) “Award” means an award of Incentive Stock Options, Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus or Other Awards
under the Plan.



(d) “Award Agreement” means, with respect to any Award, the written agreement between
the Company and the Participant setting forth the terms and conditions of the Award.



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



(f) “Cause” means, unless a Participant is a party to a written employment agreement
with the Company, Subsidiary or Affiliate which contains a definition of “cause,” “termination for
cause,” or any other similar term or phrase, in which case “Cause” shall have the meaning set forth
in such agreement, conduct involving one or more of the following: (i) the substantial and
continuing failure of the Participant to render services to the Company or any Subsidiary or
Affiliate in accordance with the Participant’s obligations and position with the Company,
Subsidiary or Affiliate, after 30 days’ notice from the President of the Company or any Subsidiary
or Affiliate, such notice setting forth in reasonable detail the nature of such failure, and in the
event the Participant fails to cure such breach or failure within 30 days of notice from the
Company or any Subsidiary or Affiliate, if such breach or failure is capable of cure; (ii)
dishonesty, gross negligence, breach of fiduciary duty; (iii) the commission by the Participant of
an act of fraud or embezzlement, as found by a court of competent jurisdiction; (iv) the conviction
of the Participant of a felony; or a (v) material breach of the terms of an agreement with the
Company or any Subsidiary or Affiliate, provided that the Company or any Subsidiary or Affiliate
provides the Participant with adequate notice of such breach and the Participant fails to cure such
breach, if the breach is reasonably curable, within thirty (30) days after receipt of such notice.



(g) “Change in Capitalization” means any increase, reduction, or change or exchange of
Shares for a different number or kind of shares or other securities or property by reason of a
reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or
rights, stock dividend, stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise; or any other corporate action,
such as declaration of a special dividend, that affects the capitalization of the Company.



(h) “Change in Control” means the first to occur of any one of the events set forth in
the following paragraphs (provided, in respect of each Award that is subject to Section 409A of the
Code, such event also constitutes, within the meaning of section 409A(a)(2)(A)(v) of the Code, (x)
a change in the ownership of the Company, (y) a change in the effective control of the Company, or
(z) a change in the ownership of a substantial portion of the Company’s assets):



(i) any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any securities
acquired directly from the Company) representing 25% or more of the Company’s then
outstanding securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (A) of paragraph (iii);



(ii) the following individuals cease for any reason to constitute a majority of
the number of directors then serving: individuals who, on the Effective Date of the
Plan, constitute the Board of Directors and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board
of Directors or nomination for election by the Company’s stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the Effective Date of the Plan or whose
appointment, election or nomination for election was previously so approved or
recommended;



(iii) there is consummated a merger or consolidation of the Company with any
other corporation other than (A) a merger or consolidation which results in the
directors of the Company immediately prior to such merger or consolidation
continuing to constitute at least a majority of the board of directors of the
Company, the surviving entity or any parent thereof, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the Company)
representing 25% or more of the combined voting power of the Company’s then
outstanding securities; or



(iv) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity at least a majority of the board of directors of which
comprises individuals who were directors of the Company immediately prior to such
sale or disposition.



(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or
any successor thereto.



(j) “Committee” means the Compensation Committee of the Board or, to the extent so
provided by the Board, any other person, committee or entity the Board may appoint to administer
the Plan. The Compensation Committee of the Board may designate a subcommittee of its members to
serve as the Committee (to the extent the Board has not designated another person, committee or
entity as the Committee) to the extent necessary to cause the Committee to (i) consist solely of
persons who are “Non-employee Directors” as defined in Rule 16b-3 issued under the Exchange Act,
(ii) consist solely of persons who are “outside directors” as defined in section 162(m) of the
Code, or (iii) satisfy the applicable requirements of any stock exchange on which the Common Stock
may then be listed.



(k) “Common Stock” means the common stock, par value $0.01 per share, of the Company.



(l) “Company” means AMERIGROUP Corporation, a Delaware corporation (or any successor
corporation).



(m) “Disability” means (1) any physical or mental condition that would qualify a
Participant for a disability benefit under any long-term disability plan maintained by the Company
(or by the Subsidiary or Affiliate by which he is employed); (2) when used in connection with the
exercise of an Incentive Stock Option following termination of employment, disability within the
meaning of section 22(e)(3) of the Code; or (3) such other condition as may be determined in the
sole discretion of the Administrator to constitute Disability.



(n) “Eligible Recipient” means an employee, officer or director (including a
non-employee director) of the Company or of any Subsidiary or Affiliate.



(o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time.



(p) “Exercise Price” means the per share price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.



(q) “Fair Market Value” of a share of Common Stock as of a particular date shall mean
(1) the closing sale price reported for such share on the national securities exchange or national
market system on which such stock is principally traded on the last day preceding such date on
which a sale was reported, or (2) if the shares of Common Stock are not then listed on a national
securities exchange or national market system, or the value of such shares is not otherwise
determinable, such value as determined by the Administrator in good faith in its sole discretion.



(r) “Freestanding SAR” means an SAR that is granted independently of any Options, as
described Section 11 hereof.



(s) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships of the Participant; trusts for
the benefit of such immediate family members; or partnerships in which such immediate family
members are the only partners.



(t) “Incentive Stock Option” shall mean an Option that is an “incentive stock option”
within the meaning of section 422 of the Code, or any successor provision, and that is designated
by the Committee as an Incentive Stock Option.



(u) “Nonqualified Stock Option” means any Option that is not an Incentive Stock
Option, including any Option that provides (as of the time such Option is granted) that it will not
be treated as an Incentive Stock Option.



(v) “Option” means an Incentive Stock Option, a Nonqualified Stock Option, or either
or both of them, as the context requires.



(w) “Other Award” means an Award granted pursuant to Section 13 hereof.



(x) “Participant” means any Eligible Recipient selected by the Administrator, pursuant
to the Administrator’s authority in Section 3 hereof, to receive grants of Options or Stock
Appreciation Rights or awards of Restricted Stock, Restricted Stock Units, Stock Bonus or Other
Awards. A Participant who receives the grant of an Option is sometimes referred to herein as
“Optionee.”



(y) “Performance Goal” shall mean one or more of the following business criteria
applied to a Participant and/or a business unit or the Company and/or a Subsidiary on an absolute
or relative basis or in comparison to a peer group or other market measure: (1) Common Stock price;
(2) return on fair market value of stockholder equity; (3) earnings per share of Common Stock; (4)
net income (before or after taxes); (5) earnings before all or any interest, taxes, depreciation
and/or amortization (“EBIT”, “EBITA”, or “EBITDA”); (6) gross revenue; (7) return on assets; (8)
market share; (9) cost reduction goals; (10) earnings from continuing operations, levels of
expense, cost or liability; (11) membership goals; (12) total shareholder return; (13) return on
investment; (14) return on capital; (15) membership satisfaction; (16) new product development;
(17) new market penetration; (18) goals relating to acquisitions or divestitures; (19) economic
value added; and (20) any combination of, or a specified increase or decrease of one or more of the
foregoing over a specified period, in each case, as applicable, as determined in accordance with
generally accepted accounting principles.



(z) “Person” shall have the meaning given in section 3(a)(9) of the Exchange Act, as
modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.



(aa) “Restricted Stock Unit” means the right to receive a Share or the Fair Market
Value of a Share in cash granted pursuant to Section 9 hereof.



(bb) “Restricted Stock” means Shares subject to certain restrictions granted pursuant
to Section 8 hereof.



(cc) “Shares” means shares of Common Stock and any successor security.



(dd) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in
connection with a related Option, designated as an SAR, pursuant to Section 11 hereof.



(ee) “Stock Bonus” means the right to receive a Share granted pursuant to Section 10
or 13 hereof.



(ff) “Subsidiary” means any corporation (other than the Company), including any
business entity that is classified as an association pursuant to Treasury Regulation section
301.7701-3 (and is thus a corporation under Treasury Regulation section 301.7701-2(b)(2)), in an
unbroken chain of corporations beginning with the Company, if each of the corporations (other than
the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the chain.



(gg) “Tandem SAR” means an SAR that is granted in connection with a related Option
pursuant to Section 11 hereof, the exercise of which shall require forfeiture of the right to
purchase a Share under the related Option (and when a Share is purchased under the Option, the
Tandem SAR shall similarly be canceled).



Section 3. Administration.



(a) The Plan shall be administered by the Administrator. Pursuant to the terms of the Plan,
the Administrator shall have the discretionary power and authority, without limitation:



(i) to select those Eligible Recipients who shall be Participants;



(ii) to determine whether and to what extent Options or Stock Appreciation
Rights or awards of Restricted Stock, Restricted Stock Units, Stock Bonus or Other
Awards are to be granted hereunder to Participants;



(iii) to determine the number of Shares to be covered by each Award granted
hereunder;



(iv) to determine the terms and conditions, not inconsistent with the terms of
the Plan, of each Award granted hereunder;



(v) to determine the terms and conditions, not inconsistent with the terms of
the Plan, which shall govern all written instruments evidencing Options or Stock
Appreciation Rights or awards of Restricted Stock, Restricted Stock Units, Stock
Bonus or Other Awards granted hereunder;



(vi) to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall from time to time deem advisable; and



(vii) to interpret the terms and provisions of the Plan and any Award issued
under the Plan (and any Award Agreement relating thereto), and to otherwise
supervise the administration of the Plan.



(b) To the extent expressly permitted by any Award Agreement, the Administrator may, without
amendment to the Plan, (i) accelerate the date on which any Option or SAR granted under the Plan
becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after
termination of employment or otherwise adjust any of the terms of such Option or SAR, and (ii)
accelerate the lapse of restrictions, or waive any condition imposed hereunder, with respect to any
Restricted Stock, Restricted Stock Units, Stock Bonus or Other Awards or otherwise adjust any of
the terms applicable to any such Award; provided that no action under this Section 3(b) shall
adversely affect any outstanding Award without the consent of the holder thereof.



(c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be
final, conclusive and binding on all persons, including the Company and the Participants. No
member of the Board or the Committee, nor any officer or employee of the Company acting on behalf
of the Board or the Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all members of the Board
or the Committee and each and any officer or employee of the Company acting on their behalf shall,
to the extent permitted by law, be fully indemnified and protected by the Company in respect of any
such action, determination or interpretation.



(d) The Committee in its discretion may condition entitlement to an Award in whole or in part
on the attainment of one or more Performance Goals. The Committee shall establish any such
Performance Goal not later than 90 days after the commencement of the period of service to which
the Award relates (or if less, 25% of such period of service), and once granted, the Committee may
not have discretion to increase the amount payable under such Award, provided, however, that
whether or not an Award is intended to constitute qualified performance based compensation within
the meaning of section 162(m) of the Code, the Committee shall have the authority to make
appropriate adjustments in Performance Goals under an Award to reflect the impact of extraordinary
items not reflected in such Performance Goals. For purposes of the Plan, extraordinary items shall
be defined as (1) any profit or loss attributable to acquisitions or dispositions of stock or
assets, (2) any changes in accounting standards that may be required or permitted by the Financial
Accounting Standards Board or adopted by the Company after the goal is established, (3) all items
of gain, loss or expense for the year related to restructuring charges for the Company, (4) all
items of gain, loss or expense for the year determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business, (5) all items of
gain, loss or expense for the year related to discontinued operations that do not qualify as a
segment of a business as defined in APB Opinion No. 30, and (6) such other items as may be
prescribed by section 162(m) of the Code and the Treasury Regulations thereunder as may be in
effect from time to time, and any amendments, revisions or successor provisions and any changes
thereto.



(e) Subject to section 162(m) of the Code and except as required by Rule 16b-3 under the
Exchange Act with respect to grants of Awards to individuals who are subject to section 16 of the
Exchange Act, or as otherwise required for compliance with Rule 16b-3 under the Exchange Act or
other applicable law, the Committee may delegate all or any part of its authority under the Plan to
an employee, employees or committee of employees of the Company or any Affiliate.



Section 4. Shares Reserved for Issuance Under the Plan.



(a) The total number of Shares reserved and available for issuance under the Plan shall be (i)
the sum of (I) 3,750,000 Shares, plus (II) 4,499,000 Shares (the maximum number of shares
authorized for issuance under the Company’s 1994 Stock Plan), plus (III) 4,128,000 Shares (the
maximum number of shares authorized for issuance under the Company’s 2000 Equity Incentive Plan,
determined without regard to the Company’s 1994 Stock Plan), plus (IV) 3,300,000 (the maximum
number of shares authorized for issuance under the Company’s 2003 Equity Incentive Plan, determined
without regard to the Company’s 2000 Equity Incentive Plan or 1994 Stock Plan), minus (ii) the
number of Shares actually issued (whether before, on or after the Effective Date of this Plan)
under the Company’s 1994 Stock Plan, the Company’s 2000 Equity Incentive Plan or the Company’s 2003
Equity Incentive Plan. Such Shares may consist, in whole or in part, of authorized and unissued
Shares or treasury shares. All such Shares may be made subject to Incentive Stock Options. The
grant of any Restricted Stock Units or SARs that may be settled only in cash shall not reduce the
number of Shares with respect to which Awards may be granted pursuant to the Plan, and, upon
exercise of a SAR, only the number of Shares actually issued shall reduce the number of Shares with
respect to which Awards may be granted pursuant to the Plan.



(b) To the extent that (i) an Option expires or is otherwise cancelled or terminated without
being exercised as to the underlying Shares, (ii) any Shares subject to any award of Stock
Appreciation Rights, Restricted Stock, Restricted Stock Unit, Stock Bonus or Other Awards are
forfeited, such Shares shall again be available for issuance in connection with future Awards
granted under the Plan. Any Shares delivered to, or withheld by, the Company in payment of the
exercise price of an Option or in respect of taxes required to be withheld by the Company upon
exercise or settlement of an Option or other Award, shall not become available again for purposes
of the Plan.



(c) The aggregate number of Shares with respect to which Awards (including Awards payable in
cash but denominated in Common Stock, e.g., cash-settled Restricted Stock Units or SARs) may be
granted to any individual Participant during any calendar year shall not exceed 1,000,000. The
aggregate number of Shares that may be issued with respect to Restricted Stock (where such Share is
not later forfeited), stock-settled Restricted Stock Units, Stock Bonus Awards, or SARs shall not
exceed 1,000,000.



Section 5. Equitable Adjustments.



In the event of any Change in Capitalization, an equitable substitution or proportionate
adjustment shall be made in (i) the aggregate number and/or kind of shares of stock reserved for
issuance under the Plan, (ii) the kind, number and/or option price of shares of stock or other
property subject to outstanding Options and Stock Appreciation Rights granted under the Plan, and
(iii) the kind, number and/or purchase price of shares of stock or other property subject to
outstanding awards of Restricted Stock, Restricted Stock Units and Other Awards granted under the
Plan, in each case as may be determined by the Administrator, in its sole discretion. Such other
equitable substitutions or adjustments shall be made as may be determined by the Administrator, in
its sole discretion. Without limiting the generality of the foregoing, in connection with a Change
in Capitalization, the Administrator may provide, to the extent expressly permitted by any Award
Agreement, for the cancellation of any outstanding Awards in exchange for payment in cash or other
property of the Fair Market Value of the Shares covered by such Awards reduced, in the case of
Options, by the Exercise Price thereof, and in the case of Stock Appreciation Rights, by the grant
price thereof, or by any other applicable purchase price.



Section 6. Eligibility.



The Participants under the Plan shall be selected from time to time by the Administrator, in
its sole discretion, from among Eligible Recipients. The Administrator shall have the authority
to grant to any Eligible Recipient Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, a Stock Bonus or Other Awards,
provided that directors of the Company or any Subsidiary or Affiliate who are not also employees of
the Company or of any or Subsidiary may not be granted Incentive Stock Options.



Section 7. Options.



(a) General. Options may be granted alone or in addition to other Awards granted
under the Plan. Any Option granted under the Plan shall be evidenced by an Award Agreement in such
form as the Administrator may from time to time approve. The provisions of each Option need not be
the same with respect to each Participant. Participants who are granted Options shall enter into
an Award Agreement with the Company, in such form as the Administrator shall determine, which Award
Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the
Option and provisions regarding exercisability of the Option granted thereunder. The Options
granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock
Options. To the extent that any Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Nonqualified Stock Option. More than one Option may be granted to the same
Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be
subject to the terms and conditions set forth in paragraphs (b)-(i) of this Section 7 and shall
contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable.



(b) Exercise Price. The per share Exercise Price of Shares purchasable under an
Option shall be determined by the Administrator in its sole discretion at the time of grant but
shall not be less than 100% of the Fair Market Value per Share on such date (or, in the case of
Incentive Stock Options, 110% of the Fair Market Value per Share on such date if, on such date, the
Eligible Recipient owns (or is deemed to own under the Code) stock possessing more than 10% (a “Ten
Percent Owner”) of the total combined voting power of all classes of Common Stock).



(c) Option Term. The term of each Option shall be fixed by the Administrator, but no
Option shall be exercisable more than ten years after the date such Option is granted. If the
Eligible Participant is a Ten Percent Owner, an Incentive Stock Option may not be exercisable after
the expiration of five years from the date such Incentive Stock Option is granted.



(d) Exercisability. Options shall be exercisable at such time or times and subject to
such terms and conditions, including the attainment of pre-established performance goals, as shall
be determined by the Administrator in the Award Agreement or after the time of grant, provided that
no action under this Section 7(d) following the time of grant shall adversely affect any
outstanding Option without the consent of the holder thereof. The Administrator may also provide
that any Option shall be exercisable only in installments, and the Administrator may waive such
installment exercise provisions at any time, in whole or in part, based on such factors as the
Administrator may determine in its sole discretion.



(e) Method of Exercise. Options may be exercised in whole or in part by giving
written notice of exercise to the Company specifying the number of Shares to be purchased, and,
except as otherwise authorized below and set forth in the Award Agreement, accompanied by payment
in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as
determined by the Administrator. As determined by the Administrator, in its sole discretion,
payment in whole or in part may also be made (i) by means of any cashless exercise procedure
approved by the Administrator, (ii) in the form of unrestricted Shares already owned by the
Optionee (and, if required by the Administrator, already owned by the Optionee for at least six
months) on the date of surrender to the extent the Shares have a Fair Market Value on the date of
surrender equal to the aggregate option price of the Shares as to which such Option shall be
exercised, provided that, in the case of an Incentive Stock Option, the right to make payment in
the form of already owned Shares may be authorized only at the time of grant, or (iii) any
combination of the foregoing. The Administrator, in its sole discretion, may also permit an Option
to be exercised by tendering an exercise notice in a form and manner acceptable to the
Administrator, in which case the Optionee will receive a number of Shares with a Fair Market Value
equal to the difference between the Exercise Price and the Fair Market Value of the Shares
underlying the Option on the date of exercise in full settlement of the Option or portion thereof
so exercised.



(f) Rights as Stockholder. An Optionee shall have no rights to dividends or any other
rights of a stockholder with respect to the Shares subject to the Option until the Optionee has
given written notice of exercise, has paid in full for such Shares, and has satisfied the
requirements of Section 16 hereof.



(g) Nontransferability of Options. The Optionee shall not be permitted to sell,
transfer, pledge or assign any Option other than by will and the laws of descent and distribution
and all Options shall be exercisable during the Participant’s lifetime only by the Participant, in
each case, except as set forth in the following two sentences. During an Optionee’s lifetime, the
Administrator may, in its discretion, permit the transfer, assignment or other encumbrance of an
outstanding Option if such Option is a Nonqualified Stock Option or an Incentive Stock Option that
the Administrator and the Participant intend to change to a Nonqualified Stock Option. Subject to
the approval of the Administrator and to any conditions that the Administrator may prescribe, an
Optionee may, upon providing written notice to the Company, elect to transfer any or all Options
described in the preceding sentence (i) to members of his or her Immediate Family, provided that no
such transfer by any Participant may be made in exchange for consideration, or (ii) by instrument
to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the Participant.



(h) Termination of Employment or Service. Except as otherwise provided in an Award
Agreement, if a Participant’s employment with or service as a director of the Company or any
Subsidiary or Affiliate terminates for any other reason than Cause, (i) Options granted to such
Participant, to the extent that they are exercisable at the time of such termination, shall remain
exercisable for a period of not less than 90 days after such termination (one year in the case of
termination by reason of death or Disability), on which date they shall expire, and (ii) Options
granted to such Optionee, to the extent that they were not exercisable at the time of such
termination, shall expire on the date of such termination. In the event of the termination of an
Optionee’s employment for Cause, all outstanding Options granted to such Participant shall expire
on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable
after the expiration of its term.



(i) Limitation on Incentive Stock Options. To the extent that the aggregate Fair
Market Value of Shares with respect to which Incentive Stock Options are exercisable for the first
time by an Optionee during any calendar year under the Plan and any other stock option plan of the
Company shall exceed $100,000, such Options shall be treated as Nonqualified Stock Options. Such
Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is
granted.



Section 8. Restricted Stock.



(a) General. Awards of Restricted Stock may be issued either alone or in addition to
other Awards granted under the Plan and shall be evidenced by an Award Agreement. The
Administrator shall determine the Eligible Recipients to whom, and the time or times at which,
Awards of Restricted Stock shall be made; the number of Shares to be awarded; the price, if any, to
be paid by the Participant for the acquisition of Restricted Stock; and the Restricted Period (as
defined in Section 8(d)) applicable to awards of Restricted Stock. The provisions of the awards of
Restricted Stock need not be the same with respect to each Participant.



(b) Purchase Price. The price per Share, if any, that a Recipient must pay for Shares
purchasable under an award of Restricted Stock shall be determined by the Administrator in its sole
discretion at the time of grant.



(c) Awards and Certificates. The prospective recipient of an Award of Restricted
Stock shall not have any rights with respect to any such Award, unless and until such recipient has
executed an Award Agreement evidencing the Award and delivered a fully executed copy thereof to the
Company, within such period as the Administrator may specify after the award date. Each
Participant who is granted an award of Restricted Stock shall be issued a stock certificate in
respect of such shares of Restricted Stock, which certificate shall be registered in the name of
the Participant and shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to any such Award, provided that the Company may require that the stock
certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company
until the restrictions thereon shall have lapsed, and that, as a condition of any award of
Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating
to the Shares covered by such Award.



(d) Nontransferability. Any Award of Restricted Stock granted pursuant to this
Section 8 shall be subject to the restrictions on transferability set forth in this paragraph (d).
During such period as may be set by the Administrator in the Award Agreement (the “Restricted
Period”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate or assign
Shares of Restricted Stock awarded under the Plan except by will or the laws of descent and
distribution, provided that the Administrator may, in its sole discretion, provide for the lapse of
such restrictions in installments and may accelerate or waive such restrictions in whole or in part
based on such factors and such circumstances as the Administrator may determine in its sole
discretion. The Administrator may also impose such other restrictions and conditions, including
the achievement of Performance Goals, on Restricted Stock as it deems appropriate. In no event
shall the Restricted Period end with respect to a Restricted Stock Award prior to the satisfaction
by the Participant of any liability arising under Section 16 hereof. Any attempt to dispose of any
Restricted Stock in contravention of any such restrictions shall be null and void and without
effect.



(e) Rights as a Stockholder. Except as provided in Section 8(c) and (d), the
Participant shall possess all incidents of ownership with respect to Shares of Restricted Stock
during the Restricted Period, including the right to receive or reinvest dividends with respect to
such Shares (except that the Administrator may provide in its discretion that any dividends paid in
property other than cash shall be subject to the same restrictions as those that apply to the
underlying Restricted Stock) and to vote such Shares. Certificates for unrestricted Shares shall
be delivered to the Participant promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such awards of Restricted Stock except as the Administrator, in
its sole discretion, shall otherwise determine.



(f) Termination of Employment. The rights of Participants granted an Award of
Restricted Stock upon termination of employment with or service as a director of the Company or any
Subsidiary or Affiliate for any reason during the Restricted Period shall be set forth in the Award
Agreement governing such Award.



Section 9. Restricted Stock Units.



(a) Vesting. At the time of the grant of Restricted Stock Units, the Committee may
impose such restrictions or conditions to the vesting of such Restricted Stock Units as it, in its
sole discretion, deems appropriate, to be contained in the Award Agreement. The Committee may
divide such Restricted Stock Units into classes and assign different vesting conditions for each
class. Provided that all conditions to the vesting of a Restricted Stock Unit are satisfied, and
except as provided in Section 9(c), upon the satisfaction of all vesting conditions with respect to
a Restricted Stock Unit, such Restricted Stock Unit shall vest. The provisions of the awards of
Restricted Stock Units need not be the same with respect to each Participant.



(b) Benefit Upon Vesting. Upon the vesting of a Restricted Stock Unit, the
Participant shall be entitled to receive, within 30 days of the date on which such Restricted Stock
Unit vests, an amount in cash or Common Stock with a Fair Market Value equal to the sum of (1) the
Fair Market Value of a Share of Common Stock on the date on which such Restricted Stock Unit vests
and (2) the aggregate amount of cash dividends paid with respect to a Share of Common Stock during
the period commencing on the date on which the Restricted Stock Unit was granted and terminating on
the date on which such Share vests.



(c) Termination of Employment. The rights of Participants granted a Restricted Stock
Unit upon termination of employment with or service as a director of the Company or any Subsidiary
or Affiliate for any reason before the Restricted Stock Unit vests shall be set forth in the Award
Agreement governing such Award.



Section 10. Stock Bonus Awards.



In the event that the Committee grants a Stock Bonus, a certificate for the shares of Common
Stock constituting such Stock Bonus shall be issued in the name of the Participant to whom such
grant was made and delivered to such Participant as soon as practicable after the date on which
such Stock Bonus is payable.



Section 11. Stock Appreciation Rights.



(a) Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be
granted to Participants at any time and from time to time as shall be determined by the
Administrator in its sole discretion. The Administrator may grant Freestanding SARs, Tandem SARs,
or any combination of these forms of SAR. The Administrator shall have complete discretion in
determining the number of SARs granted to each Participant (subject to Section 4 hereof) and,
consistent with the provisions of the Plan, in determining the terms and conditions pertaining to
such SARs. The provisions of the awards of SARs need not be the same with respect to each
Participant.



(b) Grant Price. The grant price of a Freestanding SAR shall equal the Fair Market
Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs shall equal the
Exercise Price of the related Option.



(c) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for
which its related Option is then exercisable. Notwithstanding any other provision of this Plan to
the contrary, with respect to a Tandem SAR granted in connection with an Incentive Stock Option:
(i) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock
Option; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Exercise Price of the underlying Incentive
Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock
Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when
the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise
Price of the Incentive Stock Option.



(d) Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever
terms and conditions the Administrator, in its sole discretion, imposes upon them.



(e) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
specify the grant price, the term of the SAR, and such other provisions as the Administrator shall
determine.



(f) Term of SARs. The term of an SAR granted under the Plan shall be determined by
the Administrator, in its sole discretion; provided, however, that such term shall not exceed ten
(10) years.



(g) Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled
to receive payment from the Company in an amount determined by multiplying:



(i) the difference between the Fair Market Value of a Share on the date of
exercise over the grant price; by



(ii) the number of Shares with respect to which the SAR is exercised.



At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of
equivalent value, or in some combination thereof. The Administrator’s determination regarding the
form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.



Section 12. Effect of Change in Control.



Except as otherwise provided in an Award Agreement, all outstanding Shares of Restricted Stock
and Restricted Stock Units granted to a Participant which have not theretofore vested shall
immediately vest and all restrictions on such Shares and Units shall immediately lapse, and each
Option and Stock Appreciation Right granted to a Participant and outstanding at such time shall
become fully and immediately exercisable, if (i) there is a Change in Control and (ii) the
Participant’s employment with or service as a director of the Company or any Subsidiary or
Affiliate is terminated by such entity for any reason other than for Cause within 2 years following
the Change in Control, or the Participant terminates employment with (or other service to) the
Company or any Subsidiary or Affiliate within 2 years following the Change in Control and after
there is a material adverse change in the nature or status of the Participant’s duties or
responsibilities from those in effect immediately prior to the Change in Control.



Section 13. Other Awards.



Other forms of Awards (“Other Awards”) valued in whole or in part by reference to, or
otherwise based on, Common Stock may be granted either alone or in addition to other Awards under
the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete
authority to determine the persons to whom and the time or times at which such Other Awards shall
be granted, the number of Shares to be granted pursuant to such Other Awards and all other
conditions of such Other Awards.



Section 14. Amendment and Termination.



The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or
discontinuation shall be made that would impair the rights of a Participant under any Award
theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the
Board shall obtain approval of the Company’s stockholders for any amendment that would require such
approval in order to satisfy the requirements of section 162(m) of the Code, section 422 of the
Code, stock exchange rules or other applicable law. The Administrator may amend the terms of any
Award theretofore granted, prospectively or retroactively, but, subject to Section 4 of Plan, no
such amendment shall impair the rights of any Participant without his or her consent.
Notwithstanding any provision in the Plan to the contrary, without the prior approval of the
Company’s stockholders, no Option under the Plan shall be re-priced or shall be granted in
connection with the cancellation of a previously granted Option under the Plan if the exercise
price of the later granted Option is less than the exercise price of the earlier granted Option.
Neither the Plan nor any outstanding Award Agreement shall be amended in any way that could cause
an outstanding Award that is not subject to the tax described in section 409A(a)(1)(A)(i) of the
Code to be subject to such tax.



Section 15. Unfunded Status of Plan.



The Plan is intended to constitute an “unfunded” plan for incentive compensation. With
respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general creditor of the
Company.



Section 16. Withholding Taxes.



(a) Whenever cash is to be paid pursuant to an Award, the Company shall have the right to
deduct therefrom an amount sufficient to satisfy any federal, state and local tax withholding
requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local tax withholding requirements related thereto.
With the approval of the Administrator, a Participant may satisfy the foregoing requirement by
electing to have the Company withhold from delivery Shares or by delivering Shares already owned by
the Participant for at least six months, in each case, having a value equal to the minimum amount
of tax required to be withheld. Such Shares shall be valued at their Fair Market Value on the date
of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled
in cash. Such an election may be made with respect to all or any portion of the Shares to be
delivered pursuant to an Award.



(b) If the Participant makes a disposition, within the meaning of section 424(c) of the Code
and regulations promulgated thereunder, of any Share or Shares issued to such Participant pursuant
to such Participant’s exercise of an Incentive Stock Option, and such disposition occurs within the
two-year period commencing on the day after the date of grant or within the one-year period
commencing on the day after the date of exercise, such Participant shall, within ten (10) days of
such disposition, notify the Company thereof and thereafter immediately deliver to the Company any
amount of federal, state or local income taxes and other amounts which the Company informs the
Participant the Company is required to withhold.



Section 17. General Provisions.



(a) Shares shall not be issued pursuant to the exercise of any Award granted hereunder unless
the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act and the requirements of any stock exchange upon which the Common
Stock may then be listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of 1933, as amended, of any interests in the Plan or
any shares of Common Stock to be issued hereunder or to effect similar compliance under any state
laws.



(b) All certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Administrator may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock may then be listed, and any applicable federal or state
securities law, and the Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The Administrator may require, as
a condition of the issuance and delivery of certificates evidencing Shares pursuant to the terms
hereof, that the recipient of such Shares make such agreements and representations as the
Administrator, in its sole discretion, deems necessary or desirable.



(c) Nothing contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval, if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any Eligible Recipient any right to continued employment or
service with the Company or any Subsidiary or Affiliate, as the case may be, nor shall it interfere
in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment
or service of any of its Eligible Recipients at any time.



(d) No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan.
The Administrator shall determine whether cash, other Awards, or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.



(e) Notwithstanding any provision of the Plan, to the extent that any Award would be subject
to Section 409A of the Code, no such Award may be granted if it would fail to comply with the
requirements set forth in Section 409A of the Code. To the extent the Committee determines that
the Plan or any Award is subject to Section 409A of the Code and fails to comply with the
requirements of Section 409A of the Code, notwithstanding anything to the contrary contained in the
Plan or any Award Agreement, the Committee reserves the right to amend or terminate the Plan and/or
amend, restructure, terminate or replace the Award, without the consent of the Participant, to
cause the Award to either not be subject to Section 409A of the Code or to comply with the
applicable provisions of Section 409A of the Code. In addition, for each Award subject to Section
409A of the Code, a termination of employment or service with the Company, the Subsidiaries and the
Affiliates shall be deemed to have occurred under the Plan with respect to such Award on the first
day on which the Participant has experienced a “separation from service” within the meaning of
Section 409A of the Code.



(f) If any provision of the Plan is held to be invalid or unenforceable, the other provisions
of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision
had not been included in the Plan.



(g) The Plan and all Awards shall be governed by the laws of the State of Delaware without
regard to its principles of conflict of laws.



Section 18. Effective Date of Plan.



The Plan was originally effective as of February 10, 2005 (the “Effective Date”), and as
amended and restated herein is effective as of November 6, 2008.



Section 19. Term of Plan.



No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the
Effective Date of the Plan, but Awards theretofore granted may extend beyond that date.