exv10w1






Exhibit 10.1




ANNEX A




NUANCE COMMUNICATIONS, INC.

(FORMERLY KNOWN AS SCANSOFT, INC.)




2000 STOCK PLAN

(As proposed to be amended at the 2011 Annual Meeting of Stockholders)



     1. Purposes of the Plan. The purposes of this Plan are:




	 	•	 	to attract and retain the best available personnel for positions of substantial
responsibility,
	 
	 	•	 	to provide additional incentive to Employees, Directors and Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





     The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock
Purchase Rights, Stock Appreciation Rights, and Restricted Stock Units.



     2. Definitions. As used herein, the following definitions shall apply:




     (a) “Administrator” means the Board or any of its Committees as shall be administering the
Plan, in accordance with Section 4 of the Plan.




     (b) “Affiliated SAR” means a SAR that is granted in connection with a related Option, and
which automatically will be deemed to be exercised at the same time that the related Option is
exercised.




     (c) “Applicable Laws” means the requirements relating to the administration of equity-based
awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.




     (d) “Annual Revenue” means the Company’s or a business unit’s net sales for the Fiscal Year,
determined in accordance with generally accepted accounting principles; provided, however, that
prior to the Fiscal Year, the Committee shall determine whether any significant item(s) shall be
excluded or included from the calculation of Annual Revenue with respect to one or more
Participants.




     (e) “Award” means, individually or collectively, a grant under the Plan of Options, Stock
Purchase Rights, Stock Appreciation Rights, and Restricted Stock Units.




     (f) “Award Agreement” means the written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the
terms and conditions of the Plan.




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




     (h) “Cash Position” means the Company’s level of cash and cash equivalents.




     (i) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section
of the Code herein will be a reference to any successor or amended section of the Code.




     (j) “Committee” means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.




     (k) “Common Stock” means the common stock of the Company.



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     (l) “Company” means Nuance Communications, Inc. (formerly known as ScanSoft, Inc.) a
Delaware corporation. With respect to the definitions of the Performance Goals, the Committee may
determine that “Company” means Nuance Communications, Inc. and its consolidated subsidiaries.




     (m) “Consultant” means any person, including an advisor, engaged by the Company or a Parent
or Subsidiary to render services to such entity.




     (n) “Controllable Profits” means as to any Plan Year, a business unit’s Annual Revenue minus
(a) cost of sales, (b) research, development, and engineering expense, (c) marketing and sales
expense, (d) general and administrative expense, (e) extended receivables expense, and (f)
shipping requirement deviation expense.




     (o) “Customer Satisfaction MBOs” means as to any Participant for any Plan Year, the
objective and measurable individual goals set by a “management by objectives” process and
approved by the Committee, which goals relate to the satisfaction of external or internal
customer requirements.




     (p) “Director” means a member of the Board.




     (q) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the
Code.




     (r) “Earnings Per Share” means as to any Fiscal Year, the Company’s or a business unit’s Net
Income, divided by a weighted average number of common shares outstanding and dilutive common
equivalent shares deemed outstanding, determined in accordance with generally accepted accounting
principles.




     (s) “Employee” means any person, including Officers and Directors, employed by the Company
or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient to constitute “employment” by the Company.




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




     (u) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




     (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market
of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable;




     (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on the last market trading day
on the day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or




     (iii) In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.




     (v) “Fiscal Year” means the fiscal year of the Company.




     (w) “Freestanding SAR” means a SAR that is granted independent of any Option.




     (x) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.




     (y) “Individual Objectives” means as to a Participant, the objective and measurable goals
set by a “management by objectives” process and approved by the Committee (in its discretion).



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     (z) “Net Income” means as to any Fiscal Year, the income after taxes of the Company for the
Fiscal Year determined in accordance with generally accepted accounting principles, provided that
prior to the Fiscal Year, the Committee shall determine whether any significant item(s) shall be
included or excluded from the calculation of Net Income with respect to one or more Participants.




     (aa) “New Orders” means as to any Plan Year, the firm orders for a system, product, part, or
service that are being recorded for the first time as defined in the Company’s order Recognition
Policy.




     (bb) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is
not intended to qualify as an Incentive Stock Option.




     (cc) “Officer” means a person who is an officer of the Company within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.




     (dd) “Operating Cash Flow” means the Company’s or a business unit’s sum of Net Income plus
depreciation and amortization less capital expenditures plus changes in working capital comprised
of accounts receivable, inventories, other current assets, trade accounts payable, accrued
expenses, product warranty, advance payments from customers and long-term accrued expenses,
determined in accordance with generally acceptable accounting principles.




     (ee) “Operating Income” means the Company’s or a business unit’s income from operations but
excluding any unusual items, determined in accordance with generally accepted accounting
principles.




     (ff) “Option” means a stock option granted pursuant to the Plan.




     (gg) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted
under the Plan.




     (hh) “Optioned Stock” means the Shares subject to an Award.




     (ii) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.




     (jj) “Participant” means the holder of an outstanding Award, which shall include an
Optionee.




     (kk) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee
(in its discretion) to be applicable to a Participant with respect to an Award. As determined by
the Committee, the Performance Goals applicable to an Award may provide for a targeted level or
levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash
Position, (c) Controllable Profits, (d) Customer Satisfaction MBOs, (e) Earnings Per Share, (f)
Individual Objectives, (g) Net Income, (h) New Orders, (i) Operating Cash Flow, (j) Operating
Income, (k) Return on Assets, (l) Return on Equity, (m) Return on Sales, and (n) Total
Shareholder Return. The Performance Goals may differ from Participant to Participant and from
Award to Award.




     (ll) “Plan” means this 2000 Stock Plan, as amended and restated.




     (mm) “Restricted Stock” means Shares acquired pursuant to a grant of Stock Purchase Rights
under Section 9 of the Plan or pursuant to the early exercise of an Option.




     (nn) “Restricted Stock Purchase Agreement” means a written agreement between the Company and
the Participant evidencing the terms and restrictions applying to stock purchased under a Stock
Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.




     (oo) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 11.



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     (pp) “Return on Assets” means the percentage equal to the Company’s or a business unit’s
Operating Income before incentive compensation, divided by average net Company or business unit,
as applicable, assets, determined in accordance with generally accepted accounting principles.




     (qq) “Return on Equity” means the percentage equal to the Company’s Net Income divided by
average stockholder’s equity, determined in accordance with generally accepted accounting
principles.




     (rr) “Return on Sales” means the percentage equal to the Company’s or a business unit’s
Operating Income before incentive compensation, divided by the Company’s or the business unit’s,
as applicable, revenue, determined in accordance with generally accepted accounting principles.




     (ss) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in
effect when discretion is being exercised with respect to the Plan.




     (tt) “Section 16(b)” means Section 16(b) of the Exchange Act.




     (uu) “Service Provider” means an Employee, Director or Consultant.




     (vv) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of
the Plan.




     (ww) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with
an Option, which pursuant to Section 10 is designated as a SAR.




     (xx) “Stock Purchase Right” means the right to purchase Shares pursuant to Section 9 of the
Plan.




     (yy) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.




     (zz) “Tandem SAR” means an SAR that is granted in connection with a related Option, the
exercise of which will require forfeiture of the right to purchase an equal number of Shares
under the related Option (and when a Share is purchased under the Option, the SAR will be
canceled to the same extent).




     (aaa) “Total Shareholder Return” means the total return (change in share price plus
reinvestment of any dividends) of a Share.



     3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the
maximum aggregate number of Shares that may be issued under the Plan is 35,050,000 Shares (the
“Plan Maximum”). If any outstanding Award for any reason expires or is terminated or canceled
without having been exercised or settled in full, or if Shares acquired pursuant to an Award
subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares
allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall
again be available for grant under the Plan. Shares shall not be deemed to have been granted
pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to
the extent such Shares are withheld in satisfaction of tax withholding obligations. Upon payment in
Shares pursuant to the exercise of a Stock Appreciation Right, the number of Shares available for
grant under the Plan shall be reduced only by the number of Shares actually issued in such payment.
If the exercise price of an Option is paid by tender to the Company of Shares underlying the
Option, the number of Shares available for grant under the Plan shall be reduced by the net number
of Shares for which the Option is exercised. The Shares may be authorized, but unissued, or
reacquired Common Stock.



     4. Administration of the Plan.




     (a) Procedure.




     (i) Multiple Administrative Bodies. Different Committees with respect to different groups
of Service Providers may administer the Plan.



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     (ii) Section 162(m). To the extent that the Administrator determines it to be desirable
to qualify Awards granted hereunder as “performance-based compensation” within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the Code. For purposes of
qualifying grants of Awards as “performance-based compensation” under Section 162(m) of the
Code, the Committee, in its discretion, may set restrictions based upon the achievement of
Performance Goals. The Performance Goals shall be set by the Committee on or before the latest
date permissible to enable the Awards to qualify as “performance-based compensation” under
Section 162(m) of the Code. In granting Awards which are intended to qualify under Section
162(m) of the Code, the Committee shall follow any procedures determined by it from time to
time to be necessary or appropriate to ensure qualification of the Awards under Section 162(m)
of the Code (e.g., in determining the Performance Goals).




     (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.




     (iv) Other Administration. Other than as provided above, the Plan shall be administered
by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable
Laws.




     (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of
a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:




     (i) to determine the Fair Market Value;




     (ii) to select the Service Providers to whom Awards may be granted hereunder;




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




     (iv) to approve forms of agreement for use under the Plan;




     (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any Award granted hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Awards may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions in
connection with the termination of a Participant’s status as a Service Provider, and any
restriction or limitation regarding any Award or the Shares relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall determine;




     (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;




     (vii) to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;




     (viii) to modify or amend each Award (subject to Section 17(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of Awards longer
than is otherwise provided for in the Plan;




     (ix) to allow Participants to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Award that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares withheld for this
purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable;



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     (x) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Award previously granted by the Administrator;




     (xi) to allow a Participant to defer the receipt of payment of cash or the delivery of
Shares that would otherwise be due to such Participant under an Award; or




     (xii) to make all other determinations deemed necessary or advisable for administering the
Plan.




     (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Participants and any other holders of Awards.



     5. Eligibility. Nonstatutory Stock Options, Stock Purchase Rights, Stock Appreciation Rights,
and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees.



     6. Limitations.



     (a) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is granted.



     (b) The following limitations shall apply to grants of Options and Stock Appreciation Rights:




     (i) No Service Provider shall be granted, in any Fiscal Year, Options or Stock Appreciation
Rights covering more than 1,000,000 Shares.




     (ii) In connection with his or her initial service, a Service Provider may be granted
Options or Stock Appreciation Rights covering up to an additional 1,000,000 Shares, which shall
not count against the limit set forth in subsection (i) above.




     (iii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 14.




     (iv) If an Option or Stock Appreciation Right is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction described in Section
14), the cancelled Option or Stock Appreciation Right will be counted against the limits set
forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option or
Stock Appreciation Right is reduced, the transaction will be treated as a cancellation of the
Option or Stock Appreciation Right and the grant of a new Option or Stock Appreciation Right.



     (c) The exercise price of any Option or SAR outstanding or to be granted in the future under
the Plan shall not be reduced or cancelled and re-granted at a lower exercise price (including
pursuant to any “6 month and 1 day” cancellation and re-grant scheme), regardless of whether or not
the Shares subject to the cancelled Options or SARs are put back into the available pool for grant.
In addition, the Administrator shall not replace underwater Options or SARs with restricted stock
or cash in an exchange, buy-back or other scheme. Moreover, the Administrator shall not replace any
Options or SARs with new options or stock appreciation rights having a lower exercise price or
accelerated vesting schedule in an exchange, buy-back or other scheme.



     7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall become effective upon its
adoption by the Board. It shall continue until August 15, 2018 unless terminated earlier under
Section 17 of the Plan.



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     8. Stock Options



     (a) Term of Option. The term of each Option shall be stated in the Award Agreement, but in no
event shall the term of an Option be more than seven (7) years from the date of grant. Moreover, in
the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided
in the Award Agreement.



     (b) Option Exercise Price and Consideration.




     (i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to
the exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the
date of grant. In the case of an Incentive Stock Option granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on the date of
grant.




     (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall determine any conditions
that must be satisfied before the Option may be exercised.




     (iii) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:




     (1) cash;




     (2) check;




     (3) other Shares which (A) in the case of Shares acquired upon exercise of an option, have
been owned by the Participant for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares
as to which said Option shall be exercised;




     (4) consideration received by the Company under a cashless exercise program implemented by
the Company in connection with the Plan;




     (5) a reduction in the amount of any Company liability to the Participant, including any
liability attributable to the Participant’s participation in any Company-sponsored deferred
compensation program or arrangement;




     (6) any combination of the foregoing methods of payment; or




     (7) such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.



     (c) Exercise of Option.




     (i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such conditions as
determined by the Administrator and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share.



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     (1) An Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in such form as the Administrator may specify from time to time)
from the person entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with any applicable withholding taxes). Full
payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option
shall be issued in the name of the Participant or, if requested by the Participant, in the name
of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised.
No adjustment will be made for a dividend or other right for which the record date is prior to
the date the Shares are issued, except as provided in Section 14 of the Plan.




     (2) Exercising an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of Shares
as to which the Option is exercised.




     (ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a
Service Provider, other than upon the Participant’s death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the Award Agreement to
the extent that the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In the absence of a
specified time in the Award Agreement, the Option shall remain exercisable for three (3) months
following the Participant’s termination. If, on the date of termination, the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.




     (iii) Disability of Participant. If a Participant ceases to be a Service Provider as a
result of the Participant’s Disability, the Participant may exercise his or her Option within
such period of time as is specified in the Award Agreement to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the
Option shall remain exercisable for twelve (12) months following the Participant’s termination.
If, on the date of termination, the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall revert to the
Plan.




     (iv) Death of Participant. If a Participant dies while a Service Provider, the Option may
be exercised following the Participant’s death within such period of time as is specified in the
Award Agreement (but in no event may the Option be exercised later than the expiration of the
term of such Option as set forth in the Award Agreement), by the Participant’s estate or by a
person who acquires the right to exercise the Option by bequest or inheritance, but only to the
extent that the Option is vested on the date of death. In the absence of a specified time in the
Award Agreement, the Option shall remain exercisable for twelve (12) months following the
Participant’s termination. If, at the time of death, the Participant is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator of the
Participant’s estate or, if none, by the person(s) entitled to exercise the Option under the
Participant’s will or the laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.



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     9. Stock Purchase Rights.



     (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or
in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan.
After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing or electronically, of the terms, conditions and restrictions
related to the offer, including the number of Shares that the offeree shall be entitled to purchase
(subject to the limits set forth in Section 3), the price to be paid, and the time within which the
offeree must accept such offer. The offer shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator. The following limitations shall
apply to grants of Stock Purchase Rights:




     (i) No Service Provider shall be granted, in any Fiscal Year, Stock Purchase Rights covering
more than 750,000 Shares.




     (ii) The foregoing limitation shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 14.




     (iii) If a Stock Purchase Right is cancelled in the same fiscal year of the Company in which
it was granted (other than in connection with a transaction described in Section 14), the
cancelled Stock Purchase Right will be counted against the limit set forth in subsection (i)
above.



     (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock
Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser’s service with the Company for any reason (including death
or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate
determined by the Administrator.



     (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by the Administrator
in its sole discretion.



     (d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall
have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her
purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.



     10. Stock Appreciation Rights



     (a) Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in
its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs,
or any combination thereof.



     (b) Number of Shares. The Administrator will have complete discretion to determine the number
of SARs granted to any Service Provider.



     (c) Exercise Price and Other Terms. The Administrator, subject to the provisions of the Plan,
will determine the terms and conditions of SARs granted under the Plan; provided, that, the
exercise price of a SAR is at least 100% of the Fair Market Value of the Shares subject to the SAR;
provided, further, the exercise price of Tandem or Affiliated SARs will equal the exercise price of
the related Option.



     (d) 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. 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 will
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 will be
exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option
exceeds the Exercise Price of the Incentive Stock Option.



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     (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the
exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a
reduction in the number of Shares subject to the related Option.



     (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and
conditions as the Administrator, in its sole discretion, will determine.



     (g) SAR Agreement. Each SAR grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the SAR, the conditions of exercise, and such other terms and
conditions as the Administrator, in its sole discretion, will determine.



     (h) Expiration of SARs. An SAR granted under the Plan will expire upon the date determined by
the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding
the foregoing, the rules of Section 8(c) also will apply to SARs.



     (i) Payment of SAR Amount. Upon exercise of a SAR, a Participant will 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
exercise price; times




     (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.



     11. Restricted Stock Units.



     (a) Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service
Providers at any time and from time to time, as will be determined by the Administrator, in its
sole discretion. The Administrator will have complete discretion in determining the number of
Restricted Stock Units granted to each Participant, subject to the limits set forth in Section 3 of
the Plan. The following limitations shall apply to grants of Restricted Stock Units:




     (i) No Service Provider shall be granted, in any Fiscal Year, Restricted Stock Units
covering more than 750,000 Shares.




     (ii) The foregoing limitation shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 14.




     (iii) If a Restricted Stock Unit is cancelled in the same fiscal year of the Company in
which it was granted (other than in connection with a transaction described in Section 14), the
cancelled Restricted Stock Unit will be counted against the limit set forth in subsection (i)
above.



     (b) Value of Restricted Stock Units. Each Restricted Stock Unit will have an initial value
that is established by the Administrator on or before the date of grant.



     (c) Performance Objectives and Other Terms. The Administrator will set performance objectives
or other vesting provisions (including, without limitation, continued status as a Service Provider)
in its discretion which, depending on the extent to which they are met, will determine the number
or value of Restricted Stock Units that will be paid out to the Service Providers. The time period
during which the performance objectives or other vesting provisions must be met will be called the
“Performance Period.” Each award of Restricted Stock Units will be evidenced by an Award Agreement
that will specify the Performance Period, and such other terms and conditions as the Administrator,
in its sole discretion, will determine. The Administrator may set performance objectives based upon
the achievement of Company-wide, divisional, or individual goals, applicable federal or state
securities laws, or any other basis determined by the Administrator in its discretion.



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     (d) Earning of Restricted Stock Units. After the applicable Performance Period has ended, the
holder of Restricted Stock Units will be entitled to receive a payout of the number of Restricted
Stock Units earned by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance objectives or other vesting provisions have
been achieved. After the grant of a Restricted Stock Units, the Administrator, in its sole
discretion, may reduce or waive any performance objectives or other vesting provisions for such
Restricted Stock Unit.



     (e) Form and Timing of Payment of Restricted Stock Units. Payment of earned Restricted Stock
Units will be made as soon as practicable after the expiration of the applicable Performance
Period. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in the
form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned
Restricted Stock Units at the close of the applicable Performance Period) or in a combination
thereof.



     (f) Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all
unearned or unvested Restricted Stock Units will be forfeited to the Company, and again will be
available for grant under the Plan.



     12. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence. A Service Provider will not cease
to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, then three months following the
91st day of such leave any Incentive Stock Option held by the Participant will cease to be treated
as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.



     13. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Participant, only by the Participant. If the Administrator makes an Award transferable, such
Award shall contain such additional terms and conditions as the Administrator deems appropriate.



     14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.



     (a) Changes in Capitalization. Subject to any required action by the stockholders of the
Company, the number and class of Shares that may be delivered under the Plan and/or the number,
class, and price of Shares covered by each outstanding Award, and the numerical Share limits in
Sections 3, 6, 9 and 11 of the Plan, shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or any other increase or decrease in the number of
issued Shares effected without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares subject to an Award.



     (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Administrator shall notify each Participant as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in its discretion may provide for a
Participant to have the right to exercise his or her Award until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Award
would not otherwise be exercisable. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an Award shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an Award will
terminate immediately prior to the consummation of such proposed action.



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     (c) Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, each outstanding Award
shall be assumed or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the successor corporation
refuses to assume or substitute for the Award, the Participant will fully vest in and have the
right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including
Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on
Restricted Stock will lapse, and, with respect to Restricted Stock Units, all Performance Goals or
other vesting criteria will be deemed achieved at target levels and all other terms and conditions
met. In addition, if an Option or Stock Appreciation Right becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator
will notify the Participant in writing or electronically that the Option or Stock Appreciation
Right will be fully vested and exercisable for a period of 15 days from the date of such notice,
and the Option or Stock Appreciation Right will terminate upon the expiration of such period.



     For the purposes of this paragraph, the Award shall be considered assumed if, following the
merger or sale of assets, the Award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon
the exercise of which the Administrator determines to pay cash or a Restricted Stock Unit which the
Administrator can determine to pay in cash, the fair market value of the consideration received in
the merger or sale of assets by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets is not solely common stock of
the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of an Option or Stock
Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such
Award (or in the case of Restricted Stock Units, the number of implied shares determined by
dividing the value of the Restricted Stock Units by the per Share consideration received by holders
of Common Stock in the merger or sale of assets), to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per Share consideration received by
holders of Common Stock in the merger or sale of assets.



     Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed
if the Company or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to reflect the successor
corporation’s corporate structure post-merger or post-sale of assets will not be deemed to
invalidate an otherwise valid Award assumption.



     15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a
Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor will they interfere in any way with the Participant’s right or the
Company’s right to terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.



     16. Date of Grant. The date of grant of an Award shall be, for all purposes, the date on
which the Administrator makes the determination granting such Award, or such other later date as is
determined by the Administrator. Notice of the determination shall be provided to each Participant
within a reasonable time after the date of such grant.



     17. Amendment and Termination of the Plan.



     (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate
the Plan.



     (b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Law. Notwithstanding the
foregoing, the Company shall also obtain stockholder approval of any Plan amendment or any
exchange, buy-back or other scheme which would purport to reprice or otherwise cancel and replace
any Option or SAR as described in Section 6(c) of the Plan.



     (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination
of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between
the Participant and the Administrator, which agreement must be in writing and signed by the
Participant and the Company. Termination of the Plan shall



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not affect the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of such termination.




     18. Conditions Upon Issuance of Shares.



     (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for the Company with
respect to such compliance.



     (b) Investment Representations. As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required.



     19. Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     20. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval
shall be obtained in the manner and to the degree required under Applicable Laws.




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