**Exhibit 10.27**

**NETLOGIC MICROSYSTEMS, INC.**

**2008 NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN**

**JANUARY 16, 2008**

 

**NETLOGIC MICROSYSTEMS, INC.**

**NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN**

**1.    Purposes**

1.1    General Purpose. The Company, by means of the Plan, seeks to retain the services of persons not previously an employeeor director of the Company, or following a *bona fide* period of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning of Rule 4350(i)(1)(A)(iv) of the Nasdaq MarketplaceRules, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 

1.2    Available Awards. The purpose of the Plan is to provide a means by which eligible recipients of Awards may be given an opportunity to benefit from increases in value of the Common Stock through the grantingof the following Stock Awards: Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Stock Grants. 

**2.    Definitions**

As used in this Plan, the following terms shall have the following meanings: 

2.1    ***Accelerate***, ***Accelerated***, and ***Acceleration***means: (a) when used with respect toan Option or Stock Appreciation Right, that as of the time of reference the Option or Stock Appreciation Right will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms;(b) when used with respect to Restricted Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the Stock or Units shall expire with respect to some or all of the shares of Restricted Stock or Units then stillotherwise subject to the Risk of Forfeiture; and (c) when used with respect to Performance Units, that the applicable Performance Goals shall be deemed to have been met as to some or all of the Units. 

2.2    ***Acquisition***means a merger or consolidation of the Company with or into another person or the sale, transfer, orother disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions. 

2.3    ***Affiliate***means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common control with the Company.

2.4    ***Award***means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights,Performance Units, Restricted Stock, Restricted Stock Units or Stock Grants. 

2.5    ***Award Agreement***means an agreement between the Company and therecipient of an Award, setting forth the terms and conditions of the Award. 

2.6    ***Board***means theCompany Board of Directors. 

2.7    ***Change of Control***means the occurrence of any of the following afterthe date of the approval of the Plan by the Board: 

(a)  an Acquisition, unless securities possessing more than 50% of the totalcombined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of theCompany’s outstanding securities immediately prior to that transaction, or 

(b)  any person or group of persons (within themeaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquires beneficial ownership (determined pursuant to SEC Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the totalcombined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board does not recommend such stockholders accept, other than (i) the Company oran Affiliate, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwritertemporarily holding securities pursuant to an offering of such securities, or 

(c)  over a period of 36 consecutive months orless, there is a change in the composition of the Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be composedof individuals who either (i) have been Board members continuously since the beginning of that period, or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board membersdescribed in the preceding clause (i) who were still in office at the time that election or nomination was approved by the Board; or 

(d)  a majority of the Board votes in favor of a decision that a Change of Control has occurred. 

2.8    ***Code***means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued from time to time thereunder. 

2.9    ***Committee***means the Compensation Committee of the Board, which in general is responsible for the administrationof the Plan, as provided in Section 5 of the Plan. For any period during which no such committee is in existence, “Committee” shall mean the Independent Board, and all authority and responsibility assigned to the Committee under thePlan shall be exercised, if at all, by the Independent Board. 

2.10    ***Company***means NetLogicMicrosystems, Inc., a corporation organized under the laws of the State of Delaware. 

 

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2.11    ***Continuous Employment*** means the absence of any interruption ortermination of service as an employee, director or consultant of the Company or any Subsidiary. Continuous Employment shall not be considered interrupted during any period of (i) any leave of absence approved by the Company or(ii) transfers between locations of the Company or between the Company and any Parent, Subsidiary or successor of the Company. 

2.12    ***Effective Date***means the date on which this Plan has been approved by the Board, including the Independent Board. 

2.13    ***Exchange Act***means the Securities Exchange Act of 1934, as amended. 

2.14    ***Grant Date***means the date as of which an Option is granted, as determined under Section 6.1(a). 

2.15    ***Independent Board***means a majority of the independent directors on the Board. “***Independent***” has the meaning given under NASD MarketplaceRule 4200. 

2.16    ***Market Value***means the value of a share of Stock on a particular date determinedby such methods or procedures as may be established by the Committee. Unless otherwise determined by the Committee, the Market Value of Stock as of any date is the closing price for the Stock as reported on the applicable market of the NASDAQ StockMarket (or on any national securities exchange or other established market on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price wasreported. 

2.17    ***Nonstatutory Option***means any Option that is not an Incentive Option. 

2.18    ***Option***means an option to purchase shares of Stock. 

2.19    ***Optionee***means a Participant to whom an Option shall have been granted under the Plan. 

2.20    ***Parent***means a parent corporation of the Company, whether now or hereafter existing, as defined bySection 424(e) of the Code. 

2.21    ***Participant***means any holder of an outstanding Award under thePlan. 

2.22    ***Performance Criteria***means the criteria that the Committee select for purposes ofestablishing the Performance Goal or Performance Goals for a Participant for a Performance Period. The Performance Criteria used to establish Performance Goals shall be determined by the Committee and may include one or more of the followingmeasures: pre- or after-tax net earnings, sales growth, operating earnings, operating cash flow, return on net assets, return on stockholders’ equity, return on assets, return on capital, Stock price growth, stockholder returns, gross or netprofit margin, earnings per share, price per share of Stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee will objectivelydefine the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Participant. 

 

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2.23    ***Performance Goals***means, for a Performance Period, the writtengoals established by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Companyperformance or the performance of a division, business unit, Subsidiary, or an individual. 

2.24    ***PerformancePeriod***means the one or more periods, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of one or more Performance Goals will be measured for purposes of determining a Participant’sright to, and the payment of, a Performance Unit. 

2.25    ***Performance Unit***means a right granted to aParticipant under Section 6.5, to receive cash, Stock or other Awards, the payment of which is contingent on achieving Performance Goals established by the Committee. 

2.26    ***Plan***means this 2008 New Employee Inducement Incentive Plan of the Company, as amended from time to time, andincluding any attachments or addenda hereto. 

2.27    ***Restricted Stock***means a grant or sale of shares ofStock to a Participant subject to a Risk of Forfeiture. 

2.28    ***Restricted Stock Units***means rights toreceive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture. 

2.29    ***Restriction Period***means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which the shares of Restricted Stock are subject to a Risk ofForfeiture described in the applicable Award Agreement. 

2.30    ***Risk of Forfeiture***means a limitation onthe right of the Participant to retain Restricted Stock or Restricted Stock Units, including a right in the Company to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence ofspecified events or conditions. 

2.31    ***Securities Act***means the Securities Act of 1933, as amended.

2.32    ***SEC***means the Securities and Exchange Commission. 

2.33    ***Stock***means common stock, par value $0.01 per share, of the Company, and such other securities as may besubstituted for Stock pursuant to Section 7. 

2.34    ***Stock Appreciation Right***means a right toreceive any excess in the Market Value of shares of Stock (except as otherwise provided in Section 6.2(c)) over a specified exercise price. 

2.35    ***Stock Grant***means the grant of shares of Stock not subject to restrictions or other forfeiture conditions. 

2.36    ***Subsidiary*** means a subsidiary corporation of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code. 

 

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2.37    ***Vesting Commencement Date***means, with respect to an Option orStock Appreciation Right, the date, determined by the Committee, on which the vesting of the Option or Stock Appreciation Right shall commence, which may be the Grant Date or a date prior to or after the Grant Date. 

**3.    Shares Subject to the Plan; Term of the Plan**

3.1    Number of Shares. Subject to Sections 7.1 and 13, the aggregate number of Shares that have been reserved for issuance pursuant to this Plan is 250,000 Shares. Shares that are:(a) subject to issuance upon vesting of an Award but cease to be subject to such Award for any reason other than the vesting of such Award; (b) subject to an Award granted hereunder but are forfeited; or (c) subject to an Award thatotherwise terminates or is settled without Shares being issued shall revert to and again become available for issuance under the Plan. The Shares used to pay the withholding taxes related to an Award shall not again become available for issuanceunder the Plan. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding but unvested Awards granted under this Plan. 

3.2    Term. Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at anytime in the period commencing on the Effective Date of approval of the Plan by the Board and ending immediately prior to the twentieth anniversary thereof. Awards granted pursuant to the Plan within that period shall not expire solely by reason ofthe termination of the Plan. 

**4.    Administration**

In all events the Plan shall be administered by the Independent Board or Committee in compliance with rule 4350(i)(1)(A)(iv) (and any successor thereto) of the National Association of Securities Dealers, Inc.(“NASD”). The grant of any Award under the Plan must be approved by a majority of the members of the Board (each of whom is an “independent director” as defined in the rules of the NASD) or by the Company’s independentcompensation committee (as intended under the rules of the NASD). The Plan shall be administered by the Committee, *provided, however*, that at any time and on any one or more occasions the Board may itself exercise any of the powers andresponsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. Subject to the provisions of the Plan,the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan, including the new employee to receive the Award andthe form of Award. All Awards of Stock or which otherwise entitle the Award recipient to acquire any shares of Stock shall be made from the authorized but unissued shares of Stock of the Company. The Committee, or the Independent Board, shalldetermine in its sole discretion how many shares of Stock to issue under this Plan in the aggregate. In making its determinations, the Committee may take into account the nature of the services to be rendered by the new employees, their present andpotential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee also shall have complete authority tointerpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award 

 

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Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan including, but notlimited to, the cancellation, amendment, renewal, or reclassification of outstanding Options and other Awards, subject to the provisions of Section 13, and to correct any defect, supply any omission or reconcile any inconsistency in the Plan,any Award and any Award Agreement. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award madepursuant to hereto. 

**5.    Authorization of Grants**

5.1    Eligibility. Persons eligible for Stock Awards shall consist of Employees whose potential contribution, in the judgment of the Committee, will benefit the future success of theCompany and/or an Affiliate. Offers of Stock Awards may be made prior to the commencement of employment with the Company or an Affiliate, but Stock Awards may be granted only effective on or after the commencement of such employment to persons notpreviously an Employee or Director of the Company, or following a *bona fide* period of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning of Rule 4350(i)(1)(A)(iv) ofthe NASD Marketplace Rules (or applicable replacement rules or regulations). In addition, notwithstanding any other provision of the Plan to the contrary, all Stock Awards must be granted either by the Independent Board or the Committee. 

5.2    General Terms of Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan(including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. Noprospective Participant shall have any rights with respect to an Award, unless and until such Participant has executed an Award agreement evidencing the Award, delivered a fully executed copy thereof to the Company, and otherwise complied with theapplicable terms and conditions of such Award. 

5.3    Effect of Termination of Employment, Disability or Death.

(a)  Termination of Employment, Etc. Unless the Committee shall provide otherwise with respect to any Award, if theParticipant’s employment or other association with the Company or its Affiliates ends for any reason other than by total disability or death, including because of the Participant’s employer ceasing to be an Affiliate, (a) anyoutstanding Option or Stock Appreciation Right of the Participant shall cease to be exercisable in any respect not later than 90 days following that event and, for the period it remains exercisable following that event, shall be exercisable only tothe extent exercisable at the date of that event, and (b) any other outstanding Award of the Participant shall be forfeited or otherwise subject to return to or repurchase by the Company on the terms specified in the applicable Award Agreement.Military or sick leave or other personal leave approved by an authorized representative of the Company shall not be deemed a termination of employment or other association, *provided* that it does not exceed the longer of 90 days or the periodduring which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract. 

 

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(b)  Disability of Participant. If a Participant’s employment or other associationwith the Company and its Affiliates ends due to disability (as defined in Section 22(e)(3) of the Code), and such Participant was in Continuous Employment from the Grant Date until the date of termination of service, any outstanding Option orStock Appreciation Right may be exercised at any time within six months following the date of termination of service, but only to the extent of the accrued right to exercise at the time of termination of service, subject to the condition that noOption or Stock Appreciation Right shall be exercised after its expiration in accordance with its terms. 

(c)  Death ofParticipant. In the event of the death during the Option period, or period during Stock Appreciation Right may be exercised, of a Participant who is at the time of his or her death an employee, director or consultant and who was in ContinuousEmployment as such from the Grant Date until the date of death, the Option or Stock Appreciation Right of the Participant may be exercised at any time within 12 months following the date of death by such Participant’s estate or by a person whoacquired the right to exercise the Option or Stock Appreciation Right by bequest, inheritance or otherwise as a result of the Participant’s death, but only to the extent of the accrued right to exercise at the time of death, subject to thecondition that no Option or Stock Appreciation Right shall be exercised after its expiration in accordance with its terms. 

5.4    Transferability of Awards. Except as otherwise provided in this Section 5.4, Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legalrepresentative. However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such Award may be transferred by the recipient through a gift or domestic relations order insettlement of marital property rights to any of the following donees or transferees and may be reacquired by the Participant from any of such donors or transferees: 

(a)  any “***family member***,” which includes any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee); 

(b)  a trust in which family members have more than fifty percent (50%) of the beneficial interests; 

(c)  a foundation in which “family members” (or the Participant) control the management of assets; and 

(d)  any other entity in which “family members” (or the Participant) own more than fifty percent (50%) of the voting interests.

*provided*, that (x) any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless firstapproved by the Committee, acting in its sole discretion; (y) the Award Agreement pursuant to which such Awards are granted, and any 

 

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amendments thereto, must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section 5.4; and(z) subsequent transfers of transferred Awards shall be prohibited except in accordance with this Section 5.4. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediatelyprior to transfer, *provided*that the term hereof or in the Award Agreement shall continue to be applied with respect to the original Participant, following which any Options or Stock Appreciation Rights shall be exercisable by the transfereeonly to the extent, and for the periods specified in the Award Agreement or Section 5.3, as applicable. 

**6.    Specific Termsof Awards**

6.1    Options. 

(a)  Date of Grant. The granting of an Option shall take place at the time that legally effective action to grant the award is taken by the Committee or the Independent Board. 

(b)  Exercise Price. The price at which shares of Stock may be acquired under each Option shall be determined by the Committee in itssole discretion. 

(c)  Option Period. No Option may be exercised on or after the tenth anniversary of the Grant Date.

(d)  Exercisability. An Option may be immediately exercisable or become exercisable in such installments, cumulative ornon-cumulative, as the Committee may determine. Unless the Committee specifically determines otherwise at the time of the grant of the Option, each Option shall vest and become exercisable, cumulatively, as to one-fourth of the shares at the firstanniversary of the Vesting Commencement Date and as to one thirty-sixth of the remaining shares subject to the Option at the end of each successive month thereafter until all of the shares subject to the Option have vested, subject to theOptionee’s Continuous Employment. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time. 

(e)  Method of Exercise. An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 14,specifying the number of shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of theshares to be purchased or, if the Committee had so authorized on the grant of the Option or (and subject to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company) by delivery to the Companyof: 

(i)  shares of Stock having a Market Value equal to the exercise price of the shares to be purchased provided that suchshares either: (1) have been owned by the Optionee for more than six months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fullypaid with respect to such shares); or (2) were obtained by the Optionee in the public market; 

 

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(ii)  unless prohibited by applicable law, the Optionee’s executed promissory note in theprincipal amount equal to the exercise price of the shares to be purchased and otherwise in such form as the Committee shall have approved; 

(iii)  by waiver of compensation due or accrued to the Optionee for services rendered. 

If the Stock is traded on an established market,payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than tothe Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within 30 days thereafter but subject to the remaining provisions of the Plan, theCompany shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable. 

6.2    Stock Appreciation Rights. 

(a)  Tandem or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an Option (at or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and unrelated toan Option. Stock Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the related Option shall terminate to the extent that the tandem Stock Appreciation Rights are exercised.

(b)  Exercise Price. Stock Appreciation Rights shall have such exercise price as the Committee may determine, except thatin the case of Stock Appreciation Rights in tandem with Options, the exercise price of the Stock Appreciation Rights shall equal the exercise price of the related Option. 

(c)  Other Terms. Except as the Committee may deem inappropriate or inapplicable in the circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially similar to thoseapplicable to a Nonstatutory Option. In addition, a Stock Appreciation Right related to an Option which can only be exercised during limited periods following a Change of Control may entitle the Participant to receive an amount based upon thehighest price paid or offered for Stock in any transaction relating to the Change of Control or paid during the 30-day period immediately preceding the occurrence of the Change of Control in any transaction reported in the stock market in which theStock is normally traded. 

6.3    Restricted Stock. 

(a)   Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property orservices, or any combination thereof, as is determined by the Committee. 

(b)  Issuance of Certificates. Each Participantreceiving a Restricted Stock Award, subject to subsection (c) below, shall be issued a stock certificate in respect of such shares of Restricted Stock, or if issued in uncertificated form, shall be registered in the name 

 

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of the Participant on the books of the Company’s transfer agent and registrar. Such certificate or uncertificated shares shall be registered in the nameof such Participant, and, if applicable, the certificate or the books of the Company’s transfer agent and registrar shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially inthe following form: 

The transferability of this certificate and the shares represented by this certificate are subject tothe terms and conditions of the NetLogic Microsystems, Inc. 2008 New Employee Inducement Incentive Plan and an Award Agreement entered into by the registered owner and NetLogic Microsystems, Inc. Copies of such Plan and Agreement are on file in theoffices of NetLogic Microsystems, Inc. 

(c)  Escrow of Shares. The Committee may require that the stock certificatesevidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank,relating to the Stock covered by such Award. 

(d)  Restrictions and Restriction Period. During the Restriction Periodapplicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company or Affiliate performance orotherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deemsappropriate. 

(e)  Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in thePlan or the applicable Award Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including theright to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock. The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred and, if the Committee sodetermines, reinvested in additional Restricted Stock to the extent shares for reinvestment were authorized at the time of grant. 

(f)  Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretoforeso delivered. 

6.4    Restricted Stock Units. 

(a)  Character. Each Restricted Stock Unit shall entitle the recipient to a share of Stock at a close of such Restriction Period as theCommittee may establish and subject to a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and provide for in theapplicable Award Agreement. Any such Risk of Forfeiture may be 

 

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waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate. 

(b)  Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made in a single lump sum following the close of theapplicable Restriction Period unless the applicable Award Agreement provides for a later settlement date in compliance with Section 409A of the Code. At the discretion of the Committee, Participants may be entitled to receive paymentsequivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction Period and then only if the underlying Stock shall have been earned. Unless theCommittee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other earnings. 

6.5    Performance Units. 

(a)  Character. Each Performance Unit shall entitle therecipient to the value of a specified number of shares of Stock, over the initial value for such number of shares, if any, established by the Committee at the time of grant, at the close of a specified Performance Period to the extent specifiedPerformance Goals shall have been achieved. 

(b)  Earning of Performance Units. The Committee shall set Performance Goalsin its discretion which, depending on the extent to which they are met within the applicable Performance Period, will determine the number and value of Performance Units that will be paid out to the Participant. After the applicable PerformancePeriod has ended, the holder of Performance Units shall be entitled to receive payout on the number and value of Performance Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which thecorresponding Performance Goals have been achieved. 

(c)  Form and Timing of Payment. Payment of earned Performance Unitsshall be made in a single lump sum following the close of the applicable Performance Period. At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Stock which have been earned inconnection with grants of Performance Units which have been earned, but not yet distributed to Participants. Subject to compliance with Section 409A of the Code, the Committee may permit or, if it so provides at grant require, a Participant todefer such Participant’s receipt of the payment of cash or the delivery of Stock that would otherwise be due to such Participant by virtue of the satisfaction of any requirements or goals with respect to Performance Units. If any such deferralelection is required or permitted, the Committee shall establish rules and procedures for such payment deferrals. 

6.6    Stock Grants. Stock Grants shall be awarded solely in recognition of significant contributions to the success of the Company or its Affiliates, in lieu of compensation otherwise already due and in suchother limited circumstances as the Committee deems appropriate. Stock Grants shall be made without forfeiture conditions of any kind. 

6.7    Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan, granted to a Participant who is, at the time of 

 

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grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary orappropriate in order that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affectedby foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the UnitedStates. The Committee may establish supplements to, or amendments, restatements, or alternative versions of, the Plan for the purpose of granting and administrating any such modified Award. 

**7.    Adjustment Provisions**

7.1    Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of the Effective Date. Subject to Section 7.2, if subsequent to thatdate the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or ifadditional shares or new or different shares or other securities are distributed with respect to shares of Stock, through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization,reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the numbers and kinds of shares or othersecurities subject to the then outstanding Awards, (ii) the exercise price for each share or other unit of any other securities subject to then outstanding Options and Stock Appreciation Rights (without change in the aggregate purchase price asto which such Options or Rights remain exercisable), (iii) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right, (iv) and the number of shares reserved forissuance under the Plan pursuant to Section 3. 

7.2    Treatment in Certain Acquisitions. 

(a)  Subject to any provisions of then outstanding Awards granting greater rights to the holders thereof, in the event of a Change of Controlor an Acquisition that constitutes a Change of Control in which outstanding Awards are not Accelerated in full, any then outstanding Awards shall nevertheless Accelerate in full if not assumed or replaced by comparable Awards referencing sharesof the capital stock of the successor or acquiring entity or the entity in control of such successor or acquiring entity, and thereafter (or after a reasonable period following the Acquisition, as determined by the Committee) terminate. As to anyone or more outstanding Awards which are not otherwise Accelerated in full by reason of such Acquisition, the Committee may also, either in advance of an Acquisition or at the time thereof and upon such terms as it may deem appropriate, provide forthe Acceleration of such outstanding Awards in the event that the employment of the Participants should subsequently terminate following the Acquisition. Each outstanding Award that is assumed in connection with an Acquisition, or is otherwise tocontinue in effect subsequent to the Acquisition, will be appropriately adjusted, immediately after the Acquisition, as to the number and class of securities and other relevant terms in accordance with Section 7.1. 

 

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(b)  For the purposes of this Section 7.2, an Award shall be considered assumed orreplaced by a comparable Award if, following the Acquisition, the Award confers the right to purchase, for each share of Stock subject to the Award immediately prior to the Acquisition, the consideration (whether stock, cash or other securities orproperty) received in the Acquisition by holders of Stock on the effective date of the Acquisition (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares ofStock); *provided, however*, that if such consideration received in the Acquisition was not solely common stock of the successor corporation or its Parent or Subsidiary, the Committee may, with the consent of the successor corporation, providefor the consideration to be received upon the exercise of the Award for each share of Stock subject to the Award to be solely common stock of the successor corporation or its Parent or Subsidiary equal in fair market value to the per shareconsideration received by holders of Stock in the Acquisition. 

7.3    Dissolution or Liquidation. Upondissolution or liquidation of the Company, other than as part of an Acquisition or similar transaction, each outstanding Option and Stock Appreciation Right shall terminate, but the Optionee or Stock Appreciation Right holder shall have the right,immediately prior to the dissolution or liquidation, to exercise the Option or Stock Appreciation Right to the extent exercisable on the date of dissolution or liquidation. Upon dissolution or liquidation of the Company, other than as part of anAcquisition or similar transaction, each other outstanding Award shall be forfeited. 

7.4    Adjustment of AwardsUpon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any corporate action not specifically covered by the preceding sections, including, but not limited to, an extraordinary cash distribution on Stock, a corporateseparation or other reorganization or liquidation, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The Committee may makeadjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this Section 7.4) affecting the Company or the financialstatements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan. 

7.5    Related Matters. Any adjustment in Awards madepursuant to this Section 7 shall be determined and made, if at all, by the Committee and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture,applicable repurchase prices for Restricted Stock, and Performance Goals and other financial objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are notsubstantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 7. No fraction of a share shall be purchasable or deliverable upon exercise, but in the event anyadjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number of shares. No adjustment of an Option exerciseprice per share pursuant to this Section 7 shall result in an exercise price which is less than the par value of the Stock. 

 

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**8.    Settlement of Awards**

8.1    In General. Options and Restricted Stock shall be settled in accordance with their terms. All other Awards may besettled in cash, Stock, or other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary Award Agreement. The Committee may not require settlement of any Award in Stock pursuant to theimmediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other provision of the Plan. 

8.2    Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares ofStock covered by an Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than theSecurities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and ExchangeCommission, one of the following conditions shall have been satisfied: 

(a)  the shares are at the time of the issue of suchshares effectively registered under the Securities Act; or 

(b)  the Company shall have determined, on such basis as it deemsappropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does notrequire registration under the Securities Act or any applicable State securities laws. 

The Company shall make all reasonable efforts to bring about theoccurrence of said events 

8.3    Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant toAwards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, or by laws, of the Company. 

8.4    Investment Representations. The Company shall be under no obligation to issue any shares covered by any Award unlessthe shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act, or the Participant shall have made such written representations to the Company (upon which the Company believes it mayreasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of the Securities Act and any applicable state securities laws andotherwise in compliance with all applicable laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale inconnection with, the distribution of any such shares. 

8.5    Registration. If the Company shall deem itnecessary or desirable to register under the Securities Act or other applicable statutes any shares of Stock issued or to be issued 

 

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pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act or other applicable statutes, thenthe Company shall take such action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the Plan, such information in writing for use in any registration statement,prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers and directors from that holder against all losses, claims, damage andliabilities arising from use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements thereinnot misleading in the light of the circumstances under which they were made. In addition, the Company may require of any such person that he or she agree that, without the prior written consent of the Company or the managing underwriter in anypublic offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the 180-day period commencing on theeffective date of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section 8.5, if in connection with any underwritten public offering ofsecurities of the Company the managing underwriter of such offering requires that the Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive than the provisions set forth in the precedingsentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to,the same lock-up terms as those to which the Company’s directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement inform and substance equivalent to that which is required to be executed by the Company’s directors and officers. 

8.6    Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representation made in accordance withSection 8.4 in addition to any other applicable restriction under the Plan, the terms of the Award and, if applicable, to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to suchshares of Stock. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and otherrequirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to suchrestrictions. 

8.7    Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awardsgranted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law(whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional onsatisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award. However, in such cases 

 

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Participants may elect, subject to the approval of the Committee, to satisfy an applicable withholding requirement, in whole or in part, by having theCompany withhold shares to satisfy their tax obligations. Participants may only elect to have shares withheld having a Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on thetransaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee deems appropriate. 

**9.    Reservation of Stock**

The Company shall at all times during the term of thePlan and any outstanding Awards granted hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees and expensesnecessarily incurred by the Company in connection therewith. 

**10.    Limitation of Rights in Stock; No Special Service Rights**

A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject toan Award, unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent, or if uncertificated shares are to be issued, until such shares have been registered in the name of the Participant on the booksof the transfer agent and registrar of the Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the certificate ofincorporation and the bylaws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other association with theCompany (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of law or certificate of incorporation or by laws to thecontrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

**11.    Unfunded Status of Plan**

The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its solediscretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Options, Stock Appreciation Rights and other Awards hereunder,*provided, however*, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. 

 

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**12.    Nonexclusivity of the Plan**

The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentivearrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 

**13.    Termination and Amendment of the Plan**

The Independent Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable. Unless the Independent Board otherwise expressly provides, no amendment of the Plan shallaffect the terms of any Award outstanding on the date of such amendment. In any case, no termination or amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient undersuch Award. 

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award asamended is consistent with the terms of the Plan, but no such amendment shall impair the rights of the recipient of such Award without his or her consent. 

**14.    Notices and Other Communications**

Any notice, demand, request or other communication hereunder toany party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified orovernight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to theattention of its Chief Financial Officer, or to such other address or telecopier number or electronic mail address, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and othercommunications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; (iii) in the case of facsimile transmission, whenconfirmed by facsimile machine report; and (iv) in the case of electronic mail, when directed to an electronic mail address at which the receiving party has consented to receive notice, *provided*, that such consent is deemed revoked ifthe sender is unable to deliver by electronic transmission two consecutive notices and such inability becomes known to the secretary or assistant secretary of the Company or to the transfer agent, or other person responsible for giving notice.

**15.    Governing Law**

The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with California law, without regard to the conflicts of laws principles of such state. 

 

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