Exhibit 10.22



InPhonic, Inc.



2004 Equity Incentive Plan





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TABLE OF CONTENTS



|   |  |                                                   |  |                                                                       |  |     
|-- |  | ------------------------------------------------- |  | --------------------------------------------------------------------- |  | ----
|   |  |                                                   |  |                                                                       |  | Page
|1. |  | Establishment, Purpose and Term of Plan           |  | 1                                                                    
|   |  | 1.1                                               |  | Establishment                                                         |  | 1   
|   |  | 1.2                                               |  | Purpose                                                               |  | 1   
|   |  | 1.3                                               |  | Term of Plan                                                          |  | 1   
|   |  |                                                  
|2. |  | Definitions and Construction                      |  | 1                                                                    
|   |  | 2.1                                               |  | Definitions                                                           |  | 1   
|   |  | 2.2                                               |  | Construction                                                          |  | 7   
|   |  |                                                  
|3. |  | Administration                                    |  | 8                                                                    
|   |  | 3.1                                               |  | Administration by the Committee                                       |  | 8   
|   |  | 3.2                                               |  | Authority of Officers                                                 |  | 8   
|   |  | 3.3                                               |  | Administration with Respect to Insiders                               |  | 8   
|   |  | 3.4                                               |  | Committee Complying with Section 162(m)                               |  | 8   
|   |  | 3.5                                               |  | Powers of the Committee                                               |  | 8   
|   |  | 3.6                                               |  | Indemnification                                                       |  | 9   
|   |  |                                                  
|4. |  | Shares Subject to Plan                            |  | 10                                                                   
|   |  | 4.1                                               |  | Maximum Number of Shares Issuable                                     |  | 10  
|   |  | 4.2                                               |  | Annual Increase in Maximum Number of Shares Issuable                  |  | 10  
|   |  | 4.3                                               |  | Share Accounting                                                      |  | 10  
|   |  | 4.4                                               |  | Adjustment for Unissued Predecessor Plan Shares                       |  | 11  
|   |  | 4.5                                               |  | Maximum Number of Shares Issuable Pursuant to Incentive Stock Options |  | 11  
|   |  | 4.6                                               |  | Adjustments for Changes in Capital Structure                          |  | 11  
|   |  |                                                  
|5. |  | Eligibility and Award Limitations                 |  | 12                                                                   
|   |  | 5.1                                               |  | Persons Eligible for Awards                                           |  | 12  
|   |  | 5.2                                               |  | Participation                                                         |  | 12  
|   |  | 5.3                                               |  | Incentive Stock Option Limitations                                    |  | 12  
|   |  |                                                  
|6. |  | Terms and Conditions of Options                   |  | 13                                                                   
|   |  | 6.1                                               |  | Exercise Price                                                        |  | 13  
|   |  | 6.2                                               |  | Exercisability and Term of Options                                    |  | 13  
|   |  | 6.3                                               |  | Payment of Exercise Price                                             |  | 13  
|   |  | 6.4                                               |  | Effect of Termination of Service                                      |  | 14  
|   |  | 6.5                                               |  | Transferability of Options                                            |  | 15  
|   |  |                                                  
|7. |  | Terms and Conditions of Stock Appreciation Rights |  | 16                                                                   
|   |  | 7.1                                               |  | Types of SARs Authorized                                              |  | 16  
|   |  | 7.2                                               |  | Exercise Price                                                        |  | 16  
|   |  | 7.3                                               |  | Exercisability and Term of SARs                                       |  | 16  
|   |  | 7.4                                               |  | Exercise of SARs                                                      |  | 17  
|   |  | 7.5                                               |  | Deemed Exercise of SARs                                               |  | 17  
|   |  | 7.6                                               |  | Effect of Termination of Service                                      |  | 17  
|   |  | 7.7                                               |  | Transferability of SARs                                               |  | 17  



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TABLE OF CONTENTS

(continued)



|    |  |                                                      |  |                                                                                      |  |   
|--- |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | --
|    |  |                                                      |  | Page                                                                                
|8.  |  | Terms and Conditions of Stock Awards                 |  | 18                                                                                  
|    |  | 8.1                                                  |  | Types of Stock Awards Authorized                                                     |  | 18
|    |  | 8.2                                                  |  | Purchase Price                                                                       |  | 18
|    |  | 8.3                                                  |  | Purchase Period                                                                      |  | 18
|    |  | 8.4                                                  |  | Payment of Purchase Price                                                            |  | 18
|    |  | 8.5                                                  |  | Vesting and Restrictions on Transfer                                                 |  | 18
|    |  | 8.6                                                  |  | Voting Rights; Dividends and Distributions                                           |  | 19
|    |  | 8.7                                                  |  | Effect of Termination of Service                                                     |  | 19
|    |  | 8.8                                                  |  | Nontransferability of Stock Award Rights                                             |  | 19
|    |  |                                                     
|9.  |  | Terms and Conditions of Restricted Stock Unit Awards |  | 19                                                                                  
|    |  | 9.1                                                  |  | Grant of Restricted Stock Unit Awards                                                |  | 19
|    |  | 9.2                                                  |  | Purchase Price                                                                       |  | 20
|    |  | 9.3                                                  |  | Vesting                                                                              |  | 20
|    |  | 9.4                                                  |  | Voting Rights, Dividend Equivalent Rights and Distributions                          |  | 20
|    |  | 9.5                                                  |  | Effect of Termination of Service                                                     |  | 20
|    |  | 9.6                                                  |  | Settlement of Restricted Stock Unit Awards                                           |  | 21
|    |  | 9.7                                                  |  | Nontransferability of Restricted Stock Unit Awards                                   |  | 21
|    |  |                                                     
|10. |  | Terms and Conditions of Performance Awards           |  | 21                                                                                  
|    |  | 10.1                                                 |  | Types of Performance Awards Authorized                                               |  | 21
|    |  | 10.2                                                 |  | Initial Value of Performance Shares and Performance Units                            |  | 21
|    |  | 10.3                                                 |  | Establishment of Performance Period, Performance Goals and Performance Award Formula |  | 22
|    |  | 10.4                                                 |  | Measurement of Performance Goals                                                     |  | 22
|    |  | 10.5                                                 |  | Settlement of Performance Awards                                                     |  | 24
|    |  | 10.6                                                 |  | Voting Rights; Dividend Equivalent Rights and Distributions                          |  | 26
|    |  | 10.7                                                 |  | Effect of Termination of Service                                                     |  | 26
|    |  | 10.8                                                 |  | Nontransferability of Performance Awards                                             |  | 26
|    |  |                                                     
|11. |  | Deferred Compensation Awards                         |  | 26                                                                                  
|    |  | 11.1                                                 |  | Establishment of Deferred Compensation Award Programs                                |  | 26
|    |  | 11.2                                                 |  | Terms and Conditions of Deferred Compensation Awards                                 |  | 27
|    |  |                                                     
|12. |  | Terms and Conditions of Nonemployee Director Awards  |  | 28                                                                                  
|    |  | 12.1                                                 |  | Automatic Grant of Nonemployee Director Options                                      |  | 28
|    |  | 12.2                                                 |  | Terms and Conditions of Nonemployee Director Options                                 |  | 29
|    |  | 12.3                                                 |  | Alternative Nonemployee Director Awards                                              |  | 31
|    |  |                                                     
|13. |  | Standard Forms of Award Agreement                    |  | 31                                                                                  
|    |  | 13.1                                                 |  | Award Agreements                                                                     |  | 31
|    |  | 13.2                                                 |  | Authority to Vary Terms                                                              |  | 31
|    |  |                                                     
|14. |  | Change in Control                                    |  | 32                                                                                  
|    |  | 14.1                                                 |  | Effect of Change in Control on Options and SARs                                      |  | 32
|    |  | 14.2                                                 |  | Effect of Change in Control on Stock Awards                                          |  | 32



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TABLE OF CONTENTS

(continued)



|    |  |                                  |  |                                                             |  |     
|--- |  | -------------------------------- |  | ----------------------------------------------------------- |  | ----
|    |  |                                  |  |                                                             |  | Page
|    |  | 14.3                             |  | Effect of Change in Control on Restricted Stock Unit Awards |  | 33  
|    |  | 14.4                             |  | Effect of Change in Control on Performance Awards           |  | 33  
|    |  | 14.5                             |  | Effect of Change in Control on Deferred Compensation Awards |  | 33  
|    |  | 14.6                             |  | Effect of Change in Control on Nonemployee Director Awards  |  | 33  
|    |  |                                 
|15. |  | Compliance with Securities Law   |  | 33                                                         
|    |  |                                 
|16. |  | Tax Withholding                  |  | 34                                                         
|    |  | 16.1                             |  | Tax Withholding in General                                  |  | 34  
|    |  | 16.2                             |  | Withholding in Shares                                       |  | 34  
|    |  |                                 
|17. |  | Amendment or Termination of Plan |  | 34                                                         
|    |  |                                 
|18. |  | Miscellaneous Provisions         |  | 34                                                         
|    |  | 18.1                             |  | Repurchase Rights                                           |  | 34  
|    |  | 18.2                             |  | Provision of Information                                    |  | 35  
|    |  | 18.3                             |  | Rights as Employee, Consultant or Director                  |  | 35  
|    |  | 18.4                             |  | Rights as a Stockholder                                     |  | 35  
|    |  | 18.5                             |  | Fractional Shares                                           |  | 35  
|    |  | 18.6                             |  | Severability                                                |  | 35  
|    |  | 18.7                             |  | Beneficiary Designation                                     |  | 35  
|    |  | 18.8                             |  | Unfunded Obligation                                         |  | 35  
|    |  | 18.9                             |  | Choice of Law                                               |  | 36  



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InPhonic, Inc.

2004 Equity Incentive Plan



| | 1. | ESTABLISHMENT, PURPOSE AND TERM OF
PLAN.
| | -- | ----------------------------------------



1.1 Establishment. The InPhonic, Inc. 2004 Equity Incentive Plan (the Plan) is hereby established
effective as of October 1, 2004, the date of its approval by the stockholders of the Company (the Effective Date).



1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by
providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to
achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Stock Purchase Rights, Stock Bonuses, Restricted Stock Units, Performance Shares, Performance Units, Deferred Compensation Awards and Nonemployee
Director Awards.



1.3 Term of Plan. The
Plan shall continue in effect until its termination by the Committee; provided however, that all Awards shall be granted, if at all, within ten (10) years from the Effective Date.



| | 2. | DEFINITIONS AND CONSTRUCTION.
| | -- | -----------------------------



2.1 Definitions.Whenever used herein, the following terms shall have their respective meanings set
forth below:



(a)
Affiliate means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is
controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term control (including the term controlled by) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration
on Form S-8 under the Securities Act.



(b)
Award means any Option, SAR, Stock Purchase Right, Stock Bonus, Restricted Stock Unit, Performance Share, Performance Unit, Deferred Compensation Award or Nonemployee Director Award granted under the Plan.



(c) Award Agreement means a
written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.



(d) Board means the Board of Directors of the Company.



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(e) Cause means, unless such term or an equivalent term is
otherwise defined with respect to an Award by the Participants Award Agreement or by a written contract of employment or service, any of the following: (i) the Participants theft, dishonesty, willful misconduct, breach of fiduciary duty
for personal profit, or falsification of any Participating Company documents or records; (ii) the Participants material failure to abide by a Participating Companys code of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct); (iii) the Participants unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company
(including, without limitation, the Participants improper use or disclosure of a Participating Companys confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a
Participating Companys reputation or business; (v) the Participants repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such
failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured
pursuant to the terms of such agreement; or (vii) the Participants conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the
Participants ability to perform his or her duties with a Participating Company.



(f) Change in Control means, unless such term or an equivalent term is otherwise defined with respect to an
Award by the Participants Award Agreement or by a written contract of employment or service, the occurrence of any of the following:



(i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (1) a trustee or other
fiduciary holding stock of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the
stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the total combined voting
power of the Companys then-outstanding voting stock; or



(ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a Transaction) in which the stockholders of the Company immediately before the Transaction do not
retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event
described in Section 2.1(z)(iii), the entity to which the assets of the Company were transferred (the Transferee), as the case may be; or



(iii) a liquidation or dissolution of the Company.



For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case



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may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether
multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.



(g) Code means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.



(h) Committee means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board
has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.



(i) Company means InPhonic,
Inc., a Delaware corporation, or any successor corporation thereto.



(j) Consultant means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the
identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8
Registration Statement under the Securities Act.



(k) Deferred Compensation Award means an award of Options or Stock Units granted to a Participant pursuant to Section 11 of the Plan.



(l) Director means a member of the Board.



(m) Disability means the
permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.



(n) Dividend Equivalent means a credit, made at the discretion of the Committee or as otherwise provided by the
Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.



(o) Employee means any person treated as an employee (including an Officer
or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided,
however, that neither service as a member of the Board nor payment of a directors fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individuals employment or termination of employment, as the case may be. For purposes of an individuals rights, if any, under the terms of
the Plan as of the time of the Companys determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any,



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notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individuals status
as an Employee.



(p) Exchange
Act means the Securities Exchange Act of 1934, as amended.



(q) Fair Market Value means, as of any date, the value of a share of Stock or other property as
determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:



(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or
regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted
on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as
the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock
was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.



(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening,
closing, high, low or average sale price of a share of Stock or the actual sale price of a share of Stock received by a Participant, on such date, the preceding trading day, the next succeeding trading day or an average determined over a period of
trading days. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan.



(iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.



(r) Incentive Stock Option means an Option intended to be (as set forth in the
Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.



(s) Insider means an Officer, Director or any other person whose transactions in Stock are subject to Section 16
of the Exchange Act.



(t)
Nonemployee Director means a Director who is not an Employee.



(u) Nonemployee Director Award means an Award, including a Nonemployee Director Option, granted to a Nonemployee
Director pursuant to Section 12 of the Plan.



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(v) Nonemployee Director Option
means an Option granted to a Nonemployee Director pursuant to Section 12.1 of the Plan. Nonemployee Director Options shall be Nonstatutory Stock Options.



(w) Nonstatutory Stock Option means an Option not intended to be (as set forth in the Award
Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.



(x) Officer means any person designated by the Board as an officer of the Company.



(y)
Option means the right to purchase Stock at a stated price for a specified period of time granted to a Participant pursuant to Section 6, 11 or 12 of the Plan. An Option may be either an Incentive Stock Option
or a Nonstatutory Stock Option.



(z)
Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions
by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the
assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).



(aa) Parent Corporation means any present or future parent
corporation of the Company, as defined in Section 424(e) of the Code.



(bb) Participant means any eligible person who has been granted one or more Awards.



(cc) Participating
Company means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.



(dd) Participating Company Group means, at any point in time, all entities
collectively which are then Participating Companies.



(ee) Performance Award means an Award of Performance Shares or Performance Units.



(ff) Performance Award Formula means, for any Performance Award, a formula or table
established by the Committee pursuant to Section 10.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of
the applicable Performance Period.



(gg)
Performance Goal means a performance goal established by the Committee pursuant to Section 10.3 of the Plan.



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(hh) Performance Period means a
period established by the Committee pursuant to Section 10.3 of the Plan at the end of which one or more Performance Goals are to be measured.



(ii) Performance Share means a bookkeeping entry representing a right granted to a
Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.



(jj) Performance Unit means a bookkeeping entry
representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.



(kk) Predecessor
Plan means the Companys Amended and Restated Stock Incentive Plan.



(ll) Restricted Stock Unit or Stock Unit means a
bookkeeping entry representing a right granted to a Participant pursuant to Section 9 or Section 11 of the Plan, respectively, to receive a share of Stock on a date determined in accordance with the provisions of Section 9 or Section 11, as
applicable, and the Participants Award Agreement.



(mm) Restriction Period means the period established in accordance with Section 8.5 of the Plan during which shares subject to a Stock Award are subject to Vesting
Conditions.



(nn)
Rule 16b-3 means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.



(oo) SAR or Stock
Appreciation Right means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 7 of the Plan to receive payment of an amount equal to the
excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.



(pp) Section 162(m) means Section 162(m) of the Code.



(qq) Securities
Act means the Securities Act of 1933, as amended.



(rr) Service means a Participants employment or service with the
Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participants Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such
Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participants Service. Furthermore, a Participants Service shall not be deemed
to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days, then on the one hundred eighty-first
(181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a



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Nonstatutory Stock Option, unless the Participants right to return to Service with the Participating Company Group is guaranteed by statute or
contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participants Award Agreement. A
Participants Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in
its discretion, shall determine whether the Participants Service has terminated and the effective date of such termination.



(ss) Stock means the common stock of the Company, as adjusted from time to
time in accordance with Section 4.6 of the Plan.



(tt) Stock Award means an Award of a Stock Bonus or a Stock Purchase Right.



(uu) Stock Bonus means Stock granted to a Participant pursuant to Section 8 of the
Plan.



(vv) Stock
Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8 of the Plan.



(ww) Subsidiary Corporation means any present or future subsidiary
corporation of the Company, as defined in Section 424(f) of the Code.



(xx) Ten Percent Owner means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.



(yy) Vesting Conditions mean those conditions established in accordance with Section
8.5 or Section 9.3 of the Plan prior to the satisfaction of which shares subject to a Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participants
termination of Service.



2.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. Use of the term or is not intended to be exclusive, unless the context clearly requires otherwise.



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| | 3. | ADMINISTRATION.
| | -- | ---------------



3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan
or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.



3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination
or election. The Board or Committee may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Awards, without further approval of the Board or the Committee, to any Employee, other than a
person who, at the time of such grant, is an Insider; provided, however, that (a) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to Section 4.1, (b) the
exercise price per share of each such Award which is an Option or Stock Appreciation Right shall be not less than the Fair Market Value per share of the Stock on the effective date of grant (or, if the Stock has not traded on such date, on the last
day preceding the effective date of grant on which the Stock was traded), and (c) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Board or the Committee and shall
conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Board or the Committee.



3.3 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of
equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.



3.4 Committee Complying with Section 162(m). If the Company is a publicly held
corporation within the meaning of Section 162(m), the Board may establish a Committee of outside directors within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in
the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).



3.5 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the
provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:



(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units
to be subject to each Award;



(b) to determine
the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;



(c) to determine the Fair Market Value of shares of Stock or other property;



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(d) to determine the terms, conditions and restrictions applicable to each Award (which
need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award,
(iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or
any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect
of the Participants termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;



(e) to determine whether an Award will be settled in shares
of Stock, cash, or in any combination thereof;



(f) to approve one or more forms of Award Agreement;



(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;



(h) to accelerate, continue, extend or defer the
exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participants termination of Service;



(i) without the consent of the affected Participant and notwithstanding the provisions of any Award
Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of
shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.6) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as
determined by the Committee;



(j) to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply
with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and



(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award
Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.



3.6 Indemnification. In addition to such other rights
of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to
whom authority to act for the Board, the



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Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys fees, actually and
necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with
the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.



| | 4. | SHARES SUBJECT TO PLAN.
| | -- | -----------------------



4.1 Maximum Number of Shares Issuable. Subject to
adjustment as provided in Sections 4.2, 4.3, 4.4 and 4.6, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be three million (3,000,000) and shall consist of authorized but unissued or reacquired shares of Stock
or any combination thereof.



4.2 Annual
Increase in Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.6, the maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased on
January 1, 2006 and on each subsequent January 1, through and including January 1, 2014, by a number of shares (the Annual Increase) equal to the smaller of (i) five percent (5%) of the number of shares of Stock
issued and outstanding on the immediately preceding December 31 or (ii) an amount determined by the Board.



4.3 Share Accounting. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or
settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater than the Participants original purchase price, the shares of Stock
allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued 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 or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 16.2. Upon payment in shares of Stock pursuant to the
exercise of or settlement of an Award, including an SAR, the number of shares available for issuance 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, or attestation to the ownership, of shares of Stock owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the net number of shares for which the Option is exercised.



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4.4 Adjustment for Unissued Predecessor Plan Shares. The maximum aggregate number
of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased from time to time by:



(a) the number of shares of Stock subject to that portion of any option or other award outstanding pusuant to the Predecessor Plan as of
the date of its termination which, on or after such date, expires or is terminated or canceled for any reason without having been exercised or settled; and



(b) the number of shares of Stock acquired pursuant to the Predecessor Plan subject to forfeiture or repurchase by the Company at the
Participants purchase price which, on or after the date of termination of the Predecessor Paln, is so forfeited or repurchased;



provided, however, that the aggregate number of shares of Stock authorized for issuance under the Predecessor Plan that may become authorized for issuance under the Plan
pursuant to this Section 4.4 shall not exceed five million nine hundred forty-three thousand nine hundred ninety-two (5,943,992), subject to adjustment as provided in Section 4.6.



4.5 Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as
provided in Section 4.6, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options (the ISO Share Limit) shall not exceed twenty-three million four
hundred thousand (23,400,000). The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1,
subject to adjustment as provided in Sections 4.2, 4.3, 4.4 and 4.6.



4.6 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the
Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or
similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair
Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the Annual Increase set forth in Section 4.2, in the ISO Share Limit set forth in Section
4.5, in the maximum adjustment for unissued Predecessor Plan shares set forth in Section 4.4, in the maximum number of shares that may be made subject to Nonemployee Director Awards pursuant to Section 12, and in the exercise or purchase price per
share under any outstanding Award in order to prevent dilution or enlargement of Participants rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as effected
without receipt of consideration by the Company. If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event) shares of another corporation (the New Shares), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such
amendment, the number of shares subject to, and the exercise price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an
adjustment pursuant to this Section 4.6 shall be rounded down to the nearest whole number, and



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in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award.
The Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of
Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.6 shall be final, binding and conclusive.



| | 5. | ELIGIBILITY AND AWARD LIMITATIONS.
| | -- | ----------------------------------



5.1 Persons Eligible for Awards. Awards may be
granted only to Employees, Consultants and Directors. For purposes of the foregoing sentence, Employees, Consultants and Directors shall include prospective Employees, prospective Consultants and prospective
Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group; provided, however, that no Stock subject to any such Award shall vest, become exercisable or
be issued prior to the date on which such person commences Service. A Nonemployee Director Award may be granted only to a person who, at the time of grant, is a Nonemployee Director.



5.2 Participation. Awards other than Nonemployee Director Awards are granted solely at the discretion
of the Committee. Eligible persons may be granted more than one Award. However, excepting Nonemployee Director Awards, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award,
to be granted an additional Award.



5.3
Incentive Stock Option Limitations.



(a) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an
ISO-Qualifying Corporation). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An
Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying
Corporation, with an exercise price determined as of such date in accordance with Section 6.1.



(b) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock
option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the
portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be
deemed incorporated herein effective as of the



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date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part
and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be
deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified.



| | 6. | TERMS AND CONDITIONS OF OPTIONS.
| | -- | --------------------------------



Options shall be evidenced by Award Agreements specifying
the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and, except as otherwise set forth in Section 11 with respect to Options granted pursuant to a Deferred Compensation Award program or
Section 12 with respect to Nonemployee Director Options, shall comply with and be subject to the following terms and conditions:



6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however,
that (a) the exercise price per share of an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall
have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an
exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner that would qualify under the provisions of Section 424(a) of the Code.



6.2 Exercisability and Term of
Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement
evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be
exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on
which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless
earlier terminated in accordance with its provisions.



6.3 Payment of Exercise Price.



(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash
equivalent, (ii) by tender to



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the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii)
by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the
exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a Cashless
Exercise), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Committee may at any time or from time to time grant
Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.



(b) Limitations on Forms of Consideration.



(i) Tender of Stock. Notwithstanding the foregoing,
an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the
redemption of the Companys stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months or such other period, if any, necessary to avoid additional compensation expense for financial reporting purposes (and not used for another Option exercise by attestation during such period) or were not
acquired, directly or indirectly, from the Company.



(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Companys sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by
means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.



6.4 Effect of Termination of Service.



(a) Option Exercisability. Subject to earlier
termination of the Option as otherwise provided herein and unless otherwise provided by the Committee and set forth in the Award Agreement, an Option shall be exercisable after a Participants termination of Service only during the applicable
time period determined in accordance with this Section and thereafter shall terminate:



(i) Disability. If the Participants Service terminates because of the Disability of the Participant, the Option, to the
extent unexercised and exercisable on the date on which the Participants Service terminated, may be exercised by the Participant (or the Participants guardian or legal representative) at any time prior to the expiration of twelve (12)
months after the date on which the Participants Service terminated, but in any event no later than the date of expiration of the Options term as set forth in the Award Agreement evidencing such Option (the Option Expiration
Date).



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(ii) Death. If the Participants Service terminates because of the death of
the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participants Service terminated, may be exercised by the Participants legal representative or other person who acquired the right to exercise
the Option by reason of the Participants death at any time prior to the expiration of twelve (12) months after the date on which the Participants Service terminated, but in any event no later than the Option Expiration Date. The
Participants Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participants termination of Service.



(iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary,
if the Participants Service is terminated for Cause or if, following the Participants termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would
constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act.



(iv) Other Termination of Service. If the Participants Service terminates for any reason, except Disability, death or Cause,
the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participants Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on
which the Participants Service terminated, but in any event no later than the Option Expiration Date.



(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause, if
the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 15 below, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the
Company that the Option is exercisable, but in any event no later than the Option Expiration Date.



(c) Extension if Participant Subject to Section16(b). Notwithstanding the foregoing, other than termination of Service for
Cause, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable
until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participants
termination of Service, or (iii) the Option Expiration Date.



6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participants guardian or legal representative. Prior to the issuance
of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participants beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, a Nonstatutory Stock Option shall be assignable or transferable



15



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to the extent, if any, permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option.



| | 7. | TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
| | -- | --------------------------------------------------



Stock Appreciation Rights
shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company
unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:



7.1 Types of SARs Authorized. SARs may be granted in
tandem with all or any portion of a related Option (a Tandem SAR) or may be granted independently of any Option (a Freestanding SAR). A Tandem SAR may be granted either concurrently with the grant
of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.



7.2 Exercise Price. The exercise price for each SAR shall be established in the discretion of the Committee; provided, however,
that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share
of Stock on the effective date of grant of the SAR.



7.3 Exercisability and Term of SARs.



(a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR
is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the
advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the
related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which
the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the
related Option was exercised.



(b)
Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set
forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR.



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7.4 Exercise of SARs. Upon the exercise (or deemed exercise pursuant to Section
7.5) of an SAR, the Participant (or the Participants legal representative or other person who acquired the right to exercise the SAR by reason of the Participants death) shall be entitled to receive payment of an amount for each share
with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made in cash, whole shares of Stock, or
any combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing such SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. The Award Agreement
evidencing any SAR may provide for deferred payment in a lump sum or in installments. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on
the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise provided in Section 7.5.



7.5 Deemed Exercise of SARs. If, on the date on which
an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which
has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.



7.6 Effect of Termination of Service. Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise
provided by the Committee in the Award Agreement evidencing the SAR, an SAR shall be exercisable after a Participants termination of Service only during the applicable time period determined in accordance with Section 6.4 (treating the SAR as
if it were an Option) and thereafter shall terminate.



7.7 Transferability of SARs. During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participants guardian or legal representative. Prior to the exercise of an SAR, the SAR shall not
be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participants beneficiary, except transfer by will or by the laws of descent
and distribution. Notwithstanding the foregoing, a Tandem SAR related to a Nonstatutory Stock Option and a Freestanding SAR shall be assignable or transferable to the extent, if any, permitted by the Committee, in its discretion, and set forth in
the Award Agreement evidencing such SAR.



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| | 8. | TERMS AND CONDITIONS OF STOCK AWARDS.
| | -- | -------------------------------------



Stock Awards shall be evidenced by Award
Agreements specifying whether the Award is a Stock Bonus or a Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No Stock Award or purported Stock Award shall
be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to
the following terms and conditions:



8.1
Types of Stock Awards Authorized. Stock Awards may be in the form of either a Stock Bonus or a Stock Purchase Right. Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the
attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow
procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).



8.2 Purchase Price. The purchase price for shares of Stock issuable under each Stock Purchase Right shall be established by the
Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Stock Bonus, the consideration for which shall be services actually rendered to a
Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its
benefit having a value not less than the par value of the shares of Stock subject to such Stock Award.



8.3 Purchase Period. A Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no
event exceed thirty (30) days from the effective date of the grant of the Stock Purchase Right; provided, however, that no Stock Purchase Right granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable
prior to the date on which such person commences Service.



8.4 Payment of Purchase Price.Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (a) in cash,
by check, or in cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iii) by any combination thereof. The Committee may at any time or from time to time
grant Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. Stock Bonuses shall be issued in consideration
for past services actually rendered to a Participating Company or for its benefit, provided that, if required by applicable state corporate law, the Participant shall furnish cash consideration in an amount not less than the par value of the shares
of Stock subject to the Stock Bonus.



8.5
Vesting and Restrictions on Transfer. Shares issued pursuant to any Stock Award may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria,
including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a
Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event, as defined in Section 2.1(z), or as provided in
Section 8.8. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock



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acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.



8.6 Voting Rights; Dividends and Distributions.
Except as provided in this Section, Section 8.5 and any Award Agreement, during any Restriction Period applicable to shares subject to a Stock Award, the Participant shall have all of the rights of a stockholder of the Company holding shares of
Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a
change in the capital structure of the Company as described in Section 4.6, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the
Participants Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Stock Award with respect to which such dividends or distributions were paid or adjustments were made.



8.7 Effect of Termination of Service. Unless
otherwise provided by the Committee in the Award Agreement evidencing a Stock Award, if a Participants Service terminates for any reason, whether voluntary or involuntary (including the Participants death or disability), then (a) the
Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participants
termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Stock Bonus which remain subject to Vesting Conditions as of the date of the Participants termination of Service.
The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.



8.8 Nontransferability of Stock Award Rights. Prior
to the issuance of shares of Stock pursuant to a Stock Award, rights to acquire such shares shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the
Participant or the Participants beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by
such Participant or the Participants guardian or legal representative.



| | 9. | TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
AWARDS.
| | -- | -----------------------------------------------------



Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. No Restricted
Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of
the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:



9.1 Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall
determine, including, without



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limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the
Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).



9.2 Purchase Price.No monetary payment (other
than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the
foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the
shares of Stock issued upon settlement of the Restricted Stock Unit Award.



9.3 Vesting. Restricted Stock Units may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including,
without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.



9.4 Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to date on which Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of
payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the
number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and
conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in
shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.6, appropriate adjustments shall be made in the Participants Restricted Stock Unit Award so that it represents the
right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the
Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.



9.5 Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in the
Award Agreement evidencing a Restricted Stock Unit Award, if a



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Participants Service terminates for any reason, whether voluntary or involuntary (including the Participants death or disability), then the
Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participants termination of Service.



9.6 Settlement of Restricted Stock Unit Awards. The
Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participants Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award
Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such
date, subject to the withholding of applicable taxes. If permitted by the Committee and set forth in the Award Agreement, the Participant may elect in accordance with terms specified in the Award Agreement to defer receipt of all or any portion of
the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Unit Award by payment to the
Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.



9.7 Nontransferability of Restricted Stock Unit
Awards. Prior to the settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant
or the Participants beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime
only by such Participant or the Participants guardian or legal representative.



| | 10. | TERMS AND CONDITIONS OF PERFORMANCE AWARDS.
| | --- | -------------------------------------------



Performance Awards shall be
evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:



10.1 Types of Performance Awards Authorized.
Performance Awards may be in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award
Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.



10.2 Initial Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a
Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of one (1) share of Stock, subject to



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adjustment as provided in Section 4.6, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial value of one
hundred dollars ($100). The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the
Committee are attained within the applicable Performance Period established by the Committee.



10.3 Establishment of Performance Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the
Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award
Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to performance-based compensation, the Committee shall
establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25%
of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a covered
employee within the meaning of Section 162(m) (a Covered Employee) shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award,
including the Performance Period, Performance Goal(s) and Performance Award Formula.



10.4 Measurement of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be
attained (Performance Targets) with respect to one or more measures of business or financial performance (each, a Performance Measure), subject to the following:



(a) Performance Measures. Performance Measures
shall have the same meanings as used in the Companys financial statements, or, if such terms are not used in the Companys financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or
as used generally in the Companys industry. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as
may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any
Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the
establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order
to prevent the dilution or enlargement of the Participants rights with respect to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee:



(i) revenue;



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(ii) sales;



(iii) expenses;



(iv) operating income;



(v) gross margin;



(vi) operating margin;



(vii) earnings before any one or more of: stock-based compensation expense, interest, taxes and depreciation, and amortization;



(viii) pre-tax profit;



(ix) net operating income;



(x) net income;



(xi) economic value added;



(xii) free cash flow;



(xiii) operating cash flow;



(xiv) the market price of the Stock;



(xv) earnings per share;



(xvi) return on stockholder equity;



(xvii) return on capital;



(xviii) return on assets;



(xix) return on investment;



(xx) balance of cash, cash equivalents and marketable
securities;



(xxi) market share;



(xxii) number of customers;



(xxiii) customer satisfaction;



(xxiv) product development; and



(xxv) completion of a joint venture or other corporate
transaction.



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(b) Performance Targets. Performance Targets may include a minimum,
maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target
may be stated as an absolute value or as a value determined relative to an index, budget or other standard selected by the Committee.



10.5 Settlement of Performance Awards.



(a) Determination of Final Value. As soon as practicable following the completion of the Performance Period applicable to a
Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance
with the applicable Performance Award Formula.



(b) Discretionary Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the
Performance Award Formula applicable to a Performance Award granted to any Participant who is not a Covered Employee to reflect such Participants individual performance in his or her position with the Company or such other factors as the
Committee may determine. If permitted under a Covered Employees Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the
Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award
Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participants Performance Award.



(c) Effect of Leaves of Absence. Unless otherwise required by law, payment of the final value, if any, of a Performance
Award held by a Participant who has taken in excess of thirty (30) days in leaves of absence during a Performance Period shall be prorated on the basis of the number of days of the Participants Service during the Performance Period during
which the Participant was not on a leave of absence.



(d) Notice to Participants. As soon as practicable following the Committees determination and certification in accordance with Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of
the Committee.



(e) Payment in
Settlement of Performance Awards. As soon as practicable following the Committees determination and certification in accordance with Sections 10.5(a) and (b), payment shall be made to each eligible Participant (or such
Participants legal representative or other person who acquired the right to receive such payment by reason of the Participants death) of the final value of the Participants Performance Award. Payment of such amount shall be made in
cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. An Award Agreement may provide



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for deferred payment in a lump sum or in installments. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to,
provide for the payment during the deferral period of Dividend Equivalents or interest.



(f) Provisions Applicable to Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall
be determined by dividing the final value of the Performance Award by the value of a share of Stock determined by the method specified in the Award Agreement. Such methods may include, without limitation, the closing market price on a specified date
(such as the settlement date) or an average of market prices over a series of trading days. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting
Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above.



10.6 Voting Rights; Dividend Equivalent Rights and
Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend
Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited. Such Dividend Equivalents, if any, shall be credited to the Participant in the form
of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number of additional Performance Shares (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of
cash dividends paid on such date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalents may be
paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as
determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5. Dividend Equivalents shall not be paid with respect to Performance Units. In the event of a dividend or
distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.6, appropriate adjustments shall be made in the Participants Performance Share Award so that it
represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon
settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.



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10.7 Effect of Termination of Service. Unless otherwise provided by the Committee
and set forth in the Award Agreement evidencing a Performance Award, the effect of a Participants termination of Service on the Performance Award shall be as follows:



(a) Death or Disability. If the Participants Service terminates because of the death or
Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participants Performance Award shall be determined by the extent to which the applicable Performance
Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of days of the Participants Service during the Performance Period. Payment shall be made following the end of the Performance
Period in any manner permitted by Section 10.5.



(b) Other Termination of Service. If the Participants Service terminates for any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be
forfeited in its entirety; provided, however, that in the event of an involuntary termination of the Participants Service, the Committee, in its sole discretion, may waive the automatic forfeiture of all or any portion of any such Award.



10.8 Nontransferability of Performance
Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of
the Participant or the Participants beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her
lifetime only by such Participant or the Participants guardian or legal representative.



| | 11. | DEFERRED COMPENSATION AWARDS.
| | --- | -----------------------------



11.1 Establishment of Deferred Compensation Award Programs. This Section 11 shall not be effective
unless and until the Committee determines to establish a program pursuant to this Section. The Committee, in its discretion and upon such terms and conditions as it may determine, may establish one or more programs pursuant to the Plan under which:



(a) Elective Cash Compensation
Reduction Awards. Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to reduce such
Participants compensation otherwise payable in cash (subject to any minimum or maximum reductions imposed by the Committee) and to be granted automatically at such time or times as specified by the Committee one or more Awards of Stock Units
or Nonstatutory Stock Options with respect to such numbers of shares of Stock as determined in accordance with the rules of the program established by the Committee and having such other terms and conditions as established by the Committee.



(b) Stock Issuance Deferral
Awards. Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to be granted automatically an Award of
Stock Units with respect to such number of shares of Stock and upon such other terms and conditions as established by the Committee in lieu of:



(i) shares of Stock otherwise issuable to such Participant upon the exercise of an Option;



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(ii) cash or shares of Stock otherwise issuable to such Participant upon the exercise of
an SAR; or



(iii) cash or shares of Stock
otherwise issuable to such Participant upon the settlement of a Performance Award.



11.2 Terms and Conditions of Deferred Compensation Awards. Deferred Compensation Awards granted pursuant to this Section 11 shall
be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No such Deferred Compensation Award or purported Deferred Compensation Award shall be a valid and binding obligation of the Company unless evidenced by
a fully executed Award Agreement. Award Agreements evidencing Deferred Compensation Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:



(a) Terms and Conditions of Options. Except as
provided below, Options granted pursuant to Section 11 shall comply with and be subject to the terms and conditions of Section 6.



(i) Exercise Price. The exercise price for each Option granted pursuant to Section 11 shall be established at the discretion of
the Committee; provided, however the exercise price per share shall be not less than twenty-five percent (25%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option.



(ii) Effect of Termination of Service. Subject to
earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee and set forth in the Award Agreement, an Option granted pursuant to Section 11 shall be exercisable after a Participants termination
of Service during the applicable time period determined in accordance with Section 6.4, other than Section 6.4(a)(iii) (related to termination for Cause), and thereafter shall terminate.



(b) Terms and Conditions of Stock Units. Except as provided below, Stock Units granted
pursuant to Section 11 shall comply with and be subject to the terms and conditions of Section 9.



(i) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares
of Stock represented by Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, a Participant shall be entitled to
receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to date on which Stock Units held by such Participant are settled. Such Dividend Equivalents shall be paid by crediting the Participant
with additional whole Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (A) the amount of cash
dividends paid



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on such date with respect to the number of shares of Stock represented by the Stock Units previously credited to the Participant by (B) the Fair Market Value
per share of Stock on such date. Such additional Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Stock Units originally subject
to the Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.6, appropriate adjustments shall be made in the
Participants Stock Unit Award so that it represent the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by
reason of the shares of Stock issuable upon settlement of the Award.



(ii) Settlement of Stock Unit Awards. A Participant electing to receive an Award of Stock Units pursuant to this Section 11, shall specify at the time of such election a settlement date with respect to such
Award. The Company shall issue to the Participant on the settlement date elected by the Participant, or as soon thereafter as practicable, a number of whole shares of Stock equal to the number of vested Stock Units subject to the Stock Unit Award.
Such shares of Stock shall be fully vested, and the Participant shall not be required to pay any additional consideration (other than applicable tax withholding) to acquire such shares.



| | 12. | TERMS AND CONDITIONS OF NONEMPLOYEE DIRECTOR
AWARDS.
| | --- | ----------------------------------------------------



Nonemployee Director Awards shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. Such Award Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions.



12.1 Automatic Grant of Nonemployee Director Options.



(a) Initial Option. Subject to the execution by the Nonemployee Director of an appropriate
Award Agreement, each person who first becomes a Nonemployee Director on or after the Effective Date shall be granted automatically and without further action of the Committee on the date such person first becomes a Nonemployee Director an Option
(an Initial Option) to purchase a number of shares of Stock established from time to time by resolution of the Committee, but in any event not in excess of thirty thousand (30,000) shares of Stock.



(b) Annual Option. Subject to the execution by
the Nonemployee Director of an appropriate Award Agreement, each Nonemployee Director (including any Director who previously did not qualify as a Nonemployee Director but who subsequently becomes a Nonemployee Director) shall be granted
automatically and without further action of the Committee on the date of each annual meeting of the stockholders of the Company (the Annual Meeting), commencing with the Annual Meeting held in 2005 and continuing for each
Annual Meeting held thereafter during the term of the Plan, immediately following which such person remains a Nonemployee Director, an Option (an Annual Option) to purchase a number



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of shares of Stock established from time to time by resolution of the Committee, but in any event not in excess of ten thousand (10,000) shares of Stock,
increased by a number of shares of Stock determined in accordance with Section 12.1(c) below; provided, however, that a Nonemployee Director granted an Initial Option on, or within a period of six (6) months prior to, the date of an Annual Meeting
shall not be granted an Annual Option pursuant to this Section 12.1(b) with respect to the same Annual Meeting.



(c) Enhancement of Annual Option for Committee Service. The number of shares of Stock subject to an Annual Option granted to
a Nonemployee Director shall be increased on the basis of the Nonemployee Directors Board committee assignments for the fiscal year of the Company in which the Annual Option is granted as follows:



(i) for each Board committee on which the Nonemployee
Director serves other than as the chairman of the committee, a number of shares of Stock established from time to time by resolution of the Committee, but in any event not in excess of two thousand (2,000) shares of Stock; and



(ii) for each Board committee on which the Nonemployee
Director serves as the chairman of the committee, a number of shares of Stock established from time to time by resolution of the Committee, but in any event not in excess of four thousand (4,000) shares of Stock.



(d) Right to Decline Nonemployee Director
Option. Notwithstanding the foregoing, any person may elect not to receive a Nonemployee Director Option by delivering written notice of such election to the Board no later than the day prior to the date such Nonemployee Director Option
would otherwise be granted. A person so declining the grant of a Nonemployee Director Option shall receive no payment or other consideration in lieu of such declined Nonemployee Director Option. A person who has declined a Nonemployee Director
Option may revoke such election by delivering written notice of such revocation to the Board no later than the day prior to the date such Nonemployee Director Option would be granted pursuant to Section 12.1(a) or (b), as the case may be.



12.2 Terms and Conditions of Nonemployee
Director Options. Except as provided by this Section, Nonemployee Directors Options shall comply with and be subject to the terms and conditions of Section 6.



(a) Exercise Price. The exercise price per share of Stock subject to a Nonemployee Director
Option shall be the Fair Market Value of a share of Stock on the date of grant of the Nonemployee Director Option.



(b) Exercisability and Term of Nonemployee Director Options. Except as otherwise provided in the Plan or in the Award
Agreement evidencing a Nonemployee Director Option and provided that the Participants Service has not terminated prior to the relevant date, each Nonemployee Director Option shall vest and become exercisable as set forth below and shall
terminate and cease to be exercisable on the tenth (10th) anniversary of the date of grant of the Nonemployee Director Option, unless earlier terminated in accordance with the terms of the Plan or the Award Agreement evidencing such Option.



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(i) Initial Options. Each Initial Option shall vest and become exercisable in
three (3) substantially equal installments on each of the first three (3) anniversaries of the date of grant of the Option, provided that the Participants Service has not terminated prior to the applicable date.



(ii) Annual Options. Each Annual Option shall become
fully vested and exercisable on the earlier of (A) the first anniversary of the date of grant of the Option or (B) the day immediately preceding the date of the Annual Meeting next following the date of grant of the Option, provided the
Participants Service has not terminated prior to the applicable date.



(c) Effect of Termination of Service.



(i) Option Exercisability. Subject to earlier termination of the Nonemployee Director Option as otherwise provided herein, a
Nonemployee Director Option shall be exercisable after the Participants termination of Service only during the applicable time period determined in accordance with this Section and thereafter shall terminate:



(1) Disability. If the Participants
Service terminates because of the Disability of the Participant, the Nonemployee Director Option, to the extent unexercised and exercisable on the date on which the Participants Service terminated, may be exercised by the Participant (or the
Participants guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participants Service terminated, but in any event no later than the Option Expiration Date.



(2) Death. If the Participants
Service terminates because of the death of the Participant, the Nonemployee Director Option, to the extent unexercised and exercisable on the date on which the Participants Service terminated, may be exercised by the Participants legal
representative or other person who acquired the right to exercise the Nonemployee Director Option by reason of the Participants death at any time prior to the expiration of twelve (12) months after the date on which the Participants
Service terminated, but in any event no later than the Option Expiration Date. The Participants Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participants
termination of Service.



(3) Other
Termination of Service. If the Participants Service terminates for any reason, except Disability or death, the Nonemployee Director Option, to the extent unexercised and exercisable by the Participant on the date on which the
Participants Service terminated, may be exercised by the Participant at any time prior to the expiration of twelve (12) months after the date on which the Participants Service terminated, but in any event no later than the Option
Expiration Date.



(ii) Extension if
Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of a Nonemployee Director Option within the applicable time periods set forth in Section 12.2(c)(i) is prevented by the provisions of Section 15 below, the Nonemployee
Director Option shall remain exercisable until three (3)



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months after the date the Participant is notified by the Company that the Nonemployee Director Option is exercisable, but in any event no later than the
Option Expiration Date.



(iii) Extension
if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 12.2(c)(i) of shares acquired upon the exercise of the Nonemployee Director Option would subject the
Participant to suit under Section 16(b) of the Exchange Act, the Nonemployee Director Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would
no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participants termination of Service, or (iii) the Option Expiration Date.



12.3 Alternative Nonemployee Director Awards. In lieu of the automatic grant of any Initial Option or
Annual Option to any one or more Nonemployee Directors, the Committee, in its discretion, may substitute one or more Stock Appreciation Rights Awards, Stock Awards or Restricted Stock Unit Awards, or any combination thereof, provided that all such
Awards granted in lieu of a Nonemployee Director Option shall have an aggregate fair value not in excess of the fair value of the type of Nonemployee Director Option to be replaced (determined on the basis of the maximum number of shares authorized
for such type of Nonemployee Director Option pursuant to Section 12.1). For the purposes of this Section, fair value shall be determined in a manner that complies with the requirements of Statement of Financial Accounting Standards No. 123, as
amended from time to time, or any successor standard thereto. Any such alternative Nonemployee Director Award shall be subject to substantially the same terms and conditions (including time of grant, exercise price and effect of termination of
Service in the case of an SAR, and vesting) as the Nonemployee Director Option it replaces and shall otherwise be subject to the appropriate terms and conditions, as determined by the committee, applicable to such Award as set forth in Section 7,
Section 8 or Section 9.



| | 13. | STANDARD FORMS OF AWARD AGREEMENT.
| | --- | ----------------------------------



13.1 Award Agreements. Each Award shall comply with
and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of
Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.



13.2 Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of
Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended
standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.



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| | 14. | CHANGE IN CONTROL.
| | --- | ------------------



14.1 Effect of Change in Control on Options and SARs.



(a) Accelerated Vesting. The Committee may, in its sole discretion, provide in any Award
Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all outstanding Options and SARs
and shares acquired upon the exercise of such Options and SARs upon such conditions, including termination of the Participants Service prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.



(b) Assumption or Substitution.
In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the Acquiror), may, without the consent of any Participant, either assume
or continue the Companys rights and obligations under outstanding Options and SARs or substitute for outstanding Options and SARs substantially equivalent options and SARs (as the case may be) for the Acquirors stock. Any Options or SARs
which are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control.



(c)
Cash-Out. The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option or SAR outstanding immediately prior to the Change in
Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee and agreed to by the Aquiror) of Stock subject to such canceled Option or SAR in (i) cash, (ii) stock
of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the
consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option or SAR (the Spread). In the event such determination is made by the Committee, the Spread (reduced by
applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portion of their canceled Options and SARs as soon as practicable following the date of the Change in Control and in respect of the unvested portion of
their canceled Options and SARs in accordance with the vesting schedule applicable to such Awards as in effect prior to the Change in Control.



14.2 Effect of Change in Control on Stock Awards. The Committee may, in its discretion, provide in any Award Agreement evidencing a
Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Stock Award held by a Participant whose Service has not terminated prior to the Change in Control shall be
accelerated effective immediately prior to the consummation of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of the Restriction Period that was permissible solely by reason of this Section
14.2 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.



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14.3 Effect of Change in Control on Restricted Stock Unit Awards. The Committee
may, in its discretion, provide in any Award Agreement evidencing a Restricted Stock Unit Award that, in the event of a Change in Control, the Restricted Stock Unit Award held by a Participant whose Service has not terminated prior to such date
shall become vested and shall be settled effective as of the date of the Change in Control to such extent as specified in such Award Agreement.



14.4 Effect of Change in Control on Performance Awards. The Committee may, in its discretion, provide in any Award Agreement
evidencing a Performance Award that, in the event of a Change in Control, the Performance Award held by a Participant whose Service has not terminated prior to the Change in Control or whose Service terminated by reason of the Participants
death or Disability shall become vested and payable effective as of the date of the Change in Control to such extent as specified in such Award Agreement.



14.5 Effect of Change in Control on Deferred Compensation Awards. The Committee may, in its discretion, provide in any Award
Agreement evidencing a Deferred Compensation Award that, in the event of a Change in Control, the Options or Stock Units pursuant to such Award shall become vested and, in the case of Stock Units, shall be settled effective as of the date of the
Change in Control to such extent as specified in such Award Agreement. Except as provided in the preceding sentence, each Option pursuant to a Deferred Compensation Award shall be subject to the applicable provisions this Section 14.



14.6 Effect of Change in Control on Nonemployee Director
Awards.Any unexercisable or unvested portion of each outstanding Nonemployee Director Award and any shares acquired upon pursuant thereto shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the
Change in Control but conditioned upon the consummation of the Change in Control. Except as provided in the preceding sentence, each Nonemployee Director Award shall be subject to the applicable provisions this Section 14.



| | 15. | COMPLIANCE WITH SECURITIES LAW.
| | --- | -------------------------------



The grant of Awards and the issuance of shares of Stock
pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be
listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable
pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act.
The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Companys legal 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. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.



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| | 16. | TAX WITHHOLDING.
| | --- | ----------------



16.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to
require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be
withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award
Agreement, or to make any payment in cash under the Plan until the Participating Company Groups tax withholding obligations have been satisfied by the Participant.



16.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from
the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or
any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the
applicable minimum statutory withholding rates.



| | 17. | AMENDMENT OR TERMINATION OF PLAN.
| | --- | ---------------------------------



The Committee may amend, suspend or terminate the Plan at
any time. However, without the approval of the Companys stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.6),
(b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Companys stockholders under any applicable law, regulation or rule, including the
rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no amendment,
suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule.



| | 18. | MISCELLANEOUS PROVISIONS.
| | --- | -------------------------



18.1 Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase
options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is
then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall
promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.



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18.2 Provision of Information. Each Participant shall be given access to
information concerning the Company equivalent to that information generally made available to the Companys common stockholders.



18.3 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be
selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere
with or limit in any way any right of a Participating Company to terminate the Participants Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award
shall in no event be understood or interpreted to mean that the Company is the Employees employer or that the Employee has an employment relationship with the Company.



18.4 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any
shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.6 or another provision of the Plan.



18.5 Fractional Shares. The Company shall not be required to issue fractional shares upon the
exercise or settlement of any Award.



18.6
Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the
validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.



18.7 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written
designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participants death before he or she receives any or all of such benefit. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participants lifetime. If a married Participant designates a
beneficiary other than the Participants spouse, the effectiveness of such designation may be subject to the consent of the Participants spouse. If a Participant dies without an effective designation of a beneficiary who is living at the
time of the Participants death, the Company will pay any remaining unpaid benefits to the Participants legal representative.



18.8 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to
Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate
any monies from its general funds, or to create any trusts, or



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establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including
trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship
between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participants creditors in any assets of any Participating Company. The Participants shall
have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.



18.9 Choice of Law. Except to the extent governed by applicable federal law, the validity,
interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.



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