exv10w11






Exhibit 10.11




AMERICAN SUPERCONDUCTOR CORPORATION




2007 STOCK INCENTIVE PLAN, AS AMENDED



1. Purpose




     The purpose of this 2007 Stock Incentive Plan, as amended (the “Plan”) of American
Superconductor Corporation, a Delaware corporation (the “Company”), is to advance the interests of
the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who are expected to make important contributions to the Company and by providing such
persons with equity ownership opportunities and performance-based incentives that are intended to
align their interests with those of the Company’s stockholders. Except where the context otherwise
requires, the term “Company” shall include any of the Company’s present or future parent or
subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture
(including, without limitation, joint venture or limited liability company) in which the Company
has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


2. Eligibility




     All of the Company’s employees, officers, consultants and advisors are eligible to receive
options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and
other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award
under the Plan is deemed a “Participant”.


3. Administration and Delegation




     (a) Administration by Board of Directors. The Plan will be administered by the Board.
The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may
construe and interpret the terms of the Plan and any Award agreements entered into under the Plan.
The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and
it shall be the sole and final judge of such expediency. All decisions by the Board shall be made
in the Board’s sole discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the
Plan made in good faith.



     (b) Appointment of Committees. To the extent permitted by applicable law, the Board
may delegate any or all of its powers under the Plan to one or more committees or subcommittees of
the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.



 









 





     (c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards (subject to any
limitations under the Plan) to employees or officers of the Company or any of its present or future
subsidiary corporations and to exercise such other powers under the Plan as the Board may
determine, provided that the Board shall fix the terms of the Awards to be granted by such officers
(including the exercise price of such Awards, which may include a formula by which the exercise
price will be determined) and the maximum number of shares subject to Awards that the officers may
grant; provided further, however, that no officer shall be authorized to grant Awards to any
“executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1
under the Exchange Act).


4. Stock Available for Awards.




     (a) Number of Shares.



          (1) Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be
made under the Plan for up to 6,000,000 shares of common stock, $0.01 par value per share, of the
Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.




          (2) Fungible Share Pool. For purposes of this Section 4(a), any Award (A) that is not
a Full-Value Award shall be counted against the number of shares available for the future grant of
Awards as one share for each share of Common Stock subject to such Award, and (B) that is a
Full-Value Award and is granted on or after August 6, 2009 shall be counted against the number of
shares available for the future grant of Awards as two shares for each share of Common Stock
subject to such Full-Value Award. “Full-Value Award” means any Restricted Stock Award (as defined
below) or Other Stock-Based Award (as defined below) with a per share price or per unit purchase
price lower than 100% of Fair Market Value (as defined below) on the date of grant. To the extent
a share that was subject to an Award that counted as one share is returned to the Plan pursuant to
Section 4(a)(3), the number of shares available for the future grant of Awards shall be credited
with one share. To the extent that a share that was subject to an Award that counts as two shares
is returned to the Plan pursuant to Section 4(a)(3), the number of shares available for the future
grant of Awards shall be credited with two shares.




          (3) Share Counting and Reacquired Shares. For purposes of counting the number of
shares available for the grant of Awards under the Plan, all shares of Common Stock covered by
independent SARs shall be counted against the number of shares available for the grant of Awards;
provided, however, that independent SARs that may be settled in cash only shall not
be so counted. If any Award (A) expires or is terminated, surrendered or canceled without having
been fully exercised or is forfeited in whole or in part (including as the result of shares of
Common Stock subject to such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right), or (B) results in any Common Stock not being issued
(including as a result of an independent SAR that was settleable either in cash or in stock
actually being settled in cash), the unused Common Stock covered by such Award shall again be
available for the grant of Awards; provided, however, in the case of Incentive
Stock Options (as hereinafter defined), the foregoing shall be subject to any limitations





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under the Code; and provided further, in the case of independent SARs, that the full number of
shares subject to any stock-settled SAR shall be counted against the number of shares available
under the Plan regardless of the number of shares actually used to settle such SAR upon exercise.
The following shares shall not be added back to the number of shares available for the future grant
of Awards: (i) shares of Common Stock tendered to the Company by a Participant to (A) purchase
shares of Common Stock upon the exercise of an Award, or (B) satisfy tax withholding obligations
(including shares retained from the Award creating the tax obligation); and (ii) shares of Common
Stock repurchased by the Company on the open market using the proceeds from the exercise of an
Award.




     (b) Section 162(m) Per-Participant Award Limitation Under the Plan. Subject to
adjustment under Section 9, the maximum number of shares of Common Stock with respect to which
Awards may be granted to any Participant under the Plan shall be 1,000,000 per calendar year. For
purposes of the foregoing limit, the combination of an Option in tandem with an SAR (as each is
hereafter defined) shall be treated as a single Award. The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code or any
successor provision thereto, and the regulations thereunder (“Section 162(m)”).



     (c) Substitute Awards. In connection with a merger or consolidation of an entity with
the Company or the acquisition by the Company of property or stock of an entity, the Board may
grant Awards in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan.
Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) or
any sub-limits contained in the Plan, except as may be required by reason of Section 422 and
related provisions of the Code.


5. Stock Options




     (a) General. The Board may grant options to purchase Common Stock (each, an “Option”)
and determine the number of shares of Common Stock to be covered by each Option, the exercise price
of each Option and the conditions and limitations applicable to the exercise of each Option,
including conditions relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as
hereinafter defined) shall be designated a “Nonstatutory Stock Option”.



     (b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of the Company, any of the Company’s present or future parent or subsidiary
corporations as defined in Section 424(e) or (f) of the Code, and any other entities the employees
of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to
and shall be construed consistently with the requirements of Section 422 of the Code. The Company
shall have no liability to a Participant, or any other party, if an Option (or any part thereof)
that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action
taken by the Board, including without limitation the conversion of an Incentive Stock Option to a
Nonstatutory Stock Option.



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     (c) Exercise Price. The Board shall establish the exercise price of each Option and
specify such exercise price in the applicable option agreement. The exercise price shall be not
less than 100% of the Fair Market Value (as defined below) on the date the Option is granted;
provided that if the Board approves the grant of an Option with an exercise price to be determined
on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such
future date.



     (d) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement;
provided, however, that no Option will be granted for a term in excess of 10 years.



     (e) Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Board together with payment in full as specified in Section 5(f)
for the number of shares for which the Option is exercised.



     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:



          (1) in cash or by check, payable to the order of the Company;




          (2) except as the Board may otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax withholding or (ii)
delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;




          (3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at their
fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”),
provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock,
if acquired directly from the Company, was owned by the Participant at least six months prior to
such delivery and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements;




          (4) to the extent permitted by applicable law and by the Board and provided for in the option
agreement, by (i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as the Board may
determine; or




          (5) by any combination of the above permitted forms of payment.




     (g) Limitation on Repricing. Unless such action is approved by the Company’s
stockholders: (1) no outstanding Option granted under the Plan may be amended to provide an
exercise price per share that is lower than the then-current exercise price per share of such
outstanding Option (other than adjustments pursuant to Section 9) and (2) the Board may not cancel
any outstanding Option (whether or not granted under the Plan) and grant in substitution



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therefor new Awards under the Plan covering the same or a different number of shares of Common
Stock and having an exercise price per share lower than the then-current exercise price per share
of the cancelled Option.



6. Stock Appreciation Rights.




     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder,
upon exercise, to receive an amount in cash or Common Stock or a combination thereof (such form to
be determined by the Board) determined in whole or in part by reference to appreciation, from and
after the date of grant, in the fair market value of a share of Common Stock. SARs may be based
solely on appreciation in the fair market value of Common Stock or on a comparison of such
appreciation with some other measure of market growth such as (but not limited to) appreciation in
a recognized market index. The date as of which such appreciation or other measure is determined
shall be the exercise date unless another date is specified by the Board in the SAR Award.



     (b) Grants. SARs may be granted in tandem with, or independently of, Options granted
under the Plan.



          (1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i) the
SAR will be exercisable only at such time or times, and to the extent, that the related Option is
exercisable (except to the extent designated by the Board in connection with a Reorganization
Event) and will be exercisable in accordance with the procedure required for exercise of the
related Option; (ii) the SAR will terminate and no longer be exercisable upon the termination or
exercise of the related Option, except to the extent designated by the Board in connection with a
Reorganization Event and except that a SAR granted with respect to less than the full number of
shares covered by an Option will not be reduced until the number of shares as to which the related
Option has been exercised or has terminated exceeds the number of shares not covered by the SAR;
(iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR;
and (iv) the SAR will be transferable only with the related Option.




          (2) Independent SARs. A SAR not expressly granted in tandem with an Option will
become exercisable at such time or times, and on such conditions, as the Board may specify in the
SAR Award.




     (c) Exercise Price. The Board shall establish the exercise price of each SAR and
specify it in the applicable SAR agreement. The exercise price shall not be less than 100% of the
Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of
a SAR with an exercise price to be determined on a future date, the exercise price shall be not
less than 100% of the Fair Market Value on such future date.



     (d) Duration of SARs. Each SAR shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable SAR agreement; provided,
however, that no SAR will be granted with a term in excess of 10 years.



     (e) Exercise of SARs. SARs may be exercised by delivery to the Company of a written
notice of exercise signed by the proper person or by any other form of notice (including



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electronic notice) approved by the Board, together with any other documents required by the
Board.




     (f) Limitation on Repricing. Unless such action is approved by the Company’s
stockholders: (1) no outstanding SAR granted under the Plan may be amended to provide a exercise
price per share that is lower than the then-current exercise price per share of such outstanding
SAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstanding
SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the
Plan covering the same or a different number of shares of Common Stock and having a exercise price
per share lower than the then-current exercise price per share of the cancelled SAR.


7. Restricted Stock; Restricted Stock Units.




     (a) General. The Board may grant Awards entitling recipients to acquire shares of
Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price (or to require forfeiture of such
shares if issued at no cost) from the recipient in the event that conditions specified by the Board
in the applicable Award are not satisfied prior to the end of the applicable restriction period or
periods established by the Board for such Award. Instead of granting Awards for Restricted Stock,
the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to be
delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted
Stock Units are each referred to herein as a “Restricted Stock Award”).



     (b) Terms and Conditions. The Board shall determine the terms and conditions of a
Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any.



     (c) Additional Provisions Relating to Restricted Stock.



          (1) Dividends. Unless otherwise provided by the Board, if any dividends or
distributions are paid in shares, or consist of a dividend or distribution to holders of Common
Stock, the shares, cash or other property will be subject to the same restrictions on
transferability and forfeitability as the shares of Restricted Stock with respect to which they
were paid. Each dividend payment will be made no later than the end of the calendar year in which
the dividends are paid to shareholders of that class of stock or, if later, the 15th day of the
third month following the date the dividends are paid to shareholders of that class of stock.




          (2) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death (the “Designated Beneficiary”). In the absence






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of an effective designation by a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.




          (3) Additional Provisions Relating to Restricted Stock Units.




               (a) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e.,
settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to
receive from the Company one share of Common Stock or an amount of cash equal to the Fair Market
Value of one share of Common Stock, as provided in the applicable Award agreement. The Board may,
in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a
mandatory basis or at the election of the Participant.



               (b) Voting Rights. A Participant shall have no voting rights with respect to any
Restricted Stock Units.



               (c) Dividend Equivalents. To the extent provided by the Board, in its sole
discretion, a grant of Restricted Stock Units may provide Participants with the right to receive an
amount equal to any dividends or other distributions declared and paid on an equal number of
outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid
currently or credited to an account for the Participants, may be settled in cash and/or shares of
Common Stock and may be subject to the same restrictions on transfer and forfeitability as the
Restricted Stock Units with respect to which paid, as determined by the Board in its sole
discretion, subject in each case to such terms and conditions as the Board shall establish, in each
case to be set forth in the applicable Award agreement.


8. Other Stock-Based Awards.




          Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part
by reference to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock-Based Awards”). Such Other Stock-Based Awards
shall also be available as a form of payment in the settlement of other Awards granted under the
Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other
Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.
Subject to the provisions of the Plan, the Board shall determine the conditions of each Other
Stock-Based Awards, including any purchase price applicable thereto.



9. Adjustments for Changes in Common Stock and Certain Other Events.




     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or
other similar change in capitalization or event, or any dividend or distribution to holders of
Common Stock other than an ordinary cash dividend, (i) the number and class of securities available
under this Plan, (ii) the sub-limits and share counting rules set forth in Section 4(a) and Section
4(b), (iii) the number and class of securities and exercise price per share of each outstanding
Option, (iv) the share- and per-share provisions and the exercise price of each SAR, (v) the number
of shares subject to and the repurchase price per share subject to each outstanding Restricted
Stock Award and (vi) the share- and per-share-related provisions and the purchase price, if any, of
each outstanding Other Stock-Based Award, shall be equitably adjusted by the



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Company (or substituted Awards may be made, if applicable). Without limiting the generality
of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock
dividend and the exercise price of and the number of shares subject to an outstanding Option are
adjusted as of the date of the distribution of the dividend (rather than as of the record date for
such dividend), then an optionee who exercises an Option between the record date and the
distribution date for such stock dividend shall be entitled to receive, on the distribution date,
the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.




     (b) Reorganization Events.



          (1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation
of the Company with or into another entity as a result of which all of the Common Stock of the
Company is converted into or exchanged for the right to receive cash, securities or other property
or is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities or
other property pursuant to a share exchange transaction or (c) any liquidation or dissolution of
the Company.




          (2) Consequences of a Reorganization Event on Awards Other than Restricted Stock
Awards. In connection with a Reorganization Event, the Board may take any one or more of the
following actions as to all or any (or any portion of) outstanding Awards other than Restricted
Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or
substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof), (ii) upon written notice to a Participant, provide that the
Participant’s unexercised Awards will terminate immediately prior to the consummation of such
Reorganization Event unless exercised by the Participant within a specified period following the
date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or
deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or
upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash payment for each share
surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash
payment to a Participant equal to the excess, if any, of (A) the Acquisition Price times the
number of shares of Common Stock subject to the Participant’s Awards (to the extent the exercise
price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such
outstanding Awards and any applicable tax withholdings, in exchange for the termination of such
Awards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards
shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise
price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In
taking any of the actions permitted under this Section 9(b), the Board shall not be obligated by
the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type,
identically.




          For purposes of clause (i) above, an Option shall be considered assumed if, following
consummation of the Reorganization Event, the Option confers the right to purchase, for each share
of Common Stock subject to the Option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property) received






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as a result of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of
the acquiring or succeeding corporation, provide for the consideration to be received upon the
exercise of Options to consist solely of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) equivalent in value (as determined by the Board) to the per share
consideration received by holders of outstanding shares of Common Stock as a result of the
Reorganization Event.




          (3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon the
occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the
repurchase and other rights of the Company under each outstanding Restricted Stock Award shall
inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise,
apply to the cash, securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as
they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a
Reorganization Event involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or
any other agreement between a Participant and the Company, all restrictions and conditions on all
Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.



10. General Provisions Applicable to Awards




     (a) Transferability of Awards. Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case
of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the
life of the Participant, shall be exercisable only by the Participant; provided,
however, that the Board may permit or provide in an Award for the gratuitous transfer of
the Award by the Participant to or for the benefit of any immediate family member, family trust or
other entity established for the benefit of the Participant and/or an immediate family member
thereof if, with respect to such proposed transferee, the Company would be eligible to use a Form
S-8 for the registration of the sale of the Common Stock subject to such Award under the Securities
Act of 1933, as amended; provided, further, that the Company shall not be required to recognize any
such transfer until such time as the Participant and such permitted transferee shall, as a
condition to such transfer, deliver to the Company a written instrument in form and substance
satisfactory to the Company confirming that such transferee shall be bound by all of the terms and
conditions of the Award. References to a Participant, to the extent relevant in the context, shall
include references to authorized transferees.



     (b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition
to those set forth in the Plan.



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     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be
made alone or in addition or in relation to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.



     (d) Termination of Status. The Board shall determine the effect on an Award of the
disability, death, termination or other cessation of employment, authorized leave of absence or
other change in the employment or other status of a Participant and the extent to which, and the
period during which, the Participant, or the Participant’s legal representative, conservator,
guardian or Designated Beneficiary, may exercise rights under the Award.



     (e) Withholding. The Participant must satisfy all applicable federal, state, and
local or other income and employment tax withholding obligations before the Company will deliver
stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company
may decide to satisfy the withholding obligations through additional withholding on salary or
wages. If the Company elects not to or cannot withhold from other compensation, the Participant
must pay the Company the full amount, if any, required for withholding or have a broker tender to
the Company cash equal to the withholding obligations. Payment of withholding obligations is due
before the Company will issue any shares on exercise or release from forfeiture of an Award or, if
the Company so requires, at the same time as is payment of the exercise price unless the Company
determines otherwise. If provided for in an Award or approved by the Board in its sole discretion,
a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation, valued at their Fair
Market Value; provided, however, except as otherwise provided by the Board, that
the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed
the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.



     (f) Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including but not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required
unless (i) the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant’s rights under the Plan or (ii) the change is
permitted under Section 9 hereof.



     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any
shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously
delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market rules and regulations,
and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.



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     (h) Acceleration. The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or conditions, or
otherwise realizable in full or in part, as the case may be.



     (i) Performance Awards.



          (1) Grants. Restricted Stock Awards and Other Stock-Based Awards under the Plan may
be made subject to the achievement of performance goals pursuant to this Section 10(i)
(“Performance Awards”).




          (2) Committee. Grants of Performance Awards to any Covered Employee intended to
qualify as “performance-based compensation” under Section 162(m) (“Performance-Based Compensation”)
shall be made only by a Committee (or subcommittee of a Committee) comprised solely of two or more
directors eligible to serve on a committee making Awards qualifying as “performance-based
compensation” under Section 162(m). In the case of such Awards granted to Covered Employees,
references to the Board or to a Committee shall be deemed to be references to such Committee or
subcommittee. “Covered Employee” shall mean any person who is, or whom the Committee, in its
discretion, determines may be, a “covered employee” under Section 162(m)(3) of the Code.




          (3) Performance Measures. For any Award that is intended to qualify as
Performance-Based Compensation, the Committee shall specify that the degree of granting, vesting
and/or payout shall be subject to the achievement of one or more objective performance measures
established by the Committee, which shall be based on the relative or absolute attainment of
specified levels of one or any combination of the following: net income, earnings before or after
discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before
or after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow or
cash position, gross margins, stock price, market share, return on sales, assets, equity or
investment, improvement of financial ratings, achievement of balance sheet or income statement
objectives or total shareholder return, and may be absolute in their terms or measured against or
in relationship to other companies comparably, similarly or otherwise situated. The Committee may
specify that such performance measures shall be adjusted to exclude any one or more of (i)
extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the
cumulative effects of changes in accounting principles, (iv) the writedown of any asset, and (v)
charges for restructuring and rationalization programs. Such performance measures: (i) may vary
by Participant and may be different for different Awards; (ii) may be particular to a Participant
or the department, branch, line of business, subsidiary or other unit in which the Participant
works and may cover such period as may be specified by the Committee; and (iii) shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with the requirements
of, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may
be based on these or such other performance measures as the Board may determine.




          (4) Adjustments. Notwithstanding any provision of the Plan, with respect to any
Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may
adjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, and
the Committee may not waive the achievement of the applicable






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performance measures except in the case of the death or disability of the Participant or a
change in control of the Company.




          (5) Other. The Committee shall have the power to impose such other restrictions on
Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all
requirements for Performance-Based Compensation.



11. Miscellaneous




     (a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as expressly provided in the
applicable Award.



     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed with respect to an Award until becoming the record holder
of such shares.



     (c) Effective Date and Term of Plan. The Plan shall become effective on the date the
Plan is approved by the Company’s stockholders (the “Effective Date”). No Awards shall be granted
under the Plan after the expiration of 10 years from the Effective Date, but Awards previously
granted may extend beyond that date.



     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time provided that (i) to the extent required by Section 162(m), no Award
granted to a Participant that is intended to comply with Section 162(m) after the date of such
amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and
until such amendment shall have been approved by the Company’s stockholders if required by Section
162(m) (including the vote required under Section 162(m)); (ii) no amendment that would require
stockholder approval under the rules of the NASDAQ Stock Market (“NASDAQ”) may be made effective
unless and until such amendment shall have been approved by the Company’s stockholders; and (iii)
if the NASDAQ amends its corporate governance rules so that such rules no longer require
stockholder approval of “material amendments” to equity compensation plans, then, from and after
the effective date of such amendment to the NASDAQ rules, no amendment to the Plan (A) materially
increasing the number of shares authorized under the Plan (other than pursuant to Section 4(c) or
9), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially
expanding the class of participants eligible to participate in the Plan shall be effective unless
stockholder approval is obtained. In addition, if at any time the approval of the Company’s
stockholders is required as to any other modification or amendment under Section 422 of the Code or
any successor provision with respect to Incentive Stock Options, the Board may not effect such
modification or amendment without such approval. Unless otherwise specified in the amendment, any
amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding
on the holders of, all Awards outstanding under the Plan at the time the



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amendment is adopted, provided the Board determines that such amendment does not materially
and adversely affect the rights of Participants under the Plan. No Award shall be made that is
conditioned upon stockholder approval of any amendment to the Plan.




     (e) Provisions for Foreign Participants. The Board may modify Awards granted to
Participants who are foreign nationals or employed outside the United States or establish subplans
or procedures under the Plan to recognize differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other
matters.



     (f) Compliance with Code Section 409A. No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the Board, at the time of
grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code. The Company shall have no liability to a Participant, or any other party, if an Award that
is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for
any action taken by the Board.



     (g) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, without regard to
any applicable conflicts of law principles.



	 	 	 

	 

	 	First adopted by the Board of Directors on May 15, 2007 and approved by
the stockholders on August 3, 2007
	 
	 	 
	 

	 	Plan, as amended, approved by the Board of Directors on October 30, 2008
	 
	 	 
	 

	 	Plan, as amended, adopted by the Board of Directors on May 12, 2009, and
approved by the stockholders on August 6, 2009.
	 
	 	 
	 

	 	Plan, as amended, approved by the Board of Directors on May 12, 2010







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