Exhibit 4.9


 


VISX, INCORPORATED


 


1995 DIRECTOR OPTION AND STOCK DEFERRAL PLAN


 


AMENDED AND RESTATED AS OF NOVEMBER 7, 2004


 


1. PURPOSES OF THE PLAN. The purposes of this 1995
Director Option and Stock Deferral Plan are to attract and retain the best
available personnel for service as Outside Directors (as defined herein) of the
Company, to provide additional incentive to the Outside Directors of the
Company to serve as Directors, and to encourage their continued service on the
Board.


 


All options granted hereunder shall be nonstatutory stock
options. Outside Directors may also elect to convert their annual retainer into
deferred phantom stock hereunder.


 


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


 


(a) “BOARD” means the
Board of Directors of the Company.


 


(b) “CODE” means the
Internal Revenue Code of 1986, as amended.


 


(c) “COMMON STOCK” means
the Common Stock of the Company.


 


(d) “COMPANY” means VISX,
Incorporated, a Delaware corporation.


 


(e) “CONTINUOUS STATUS AS
A DIRECTOR” means the absence of any interruption or termination of service as
a Director.


 


(f) “DEFERRED PHANTOM
STOCK” means phantom units of Company Common Stock under the Outside Director
Stock Deferral Plan.


 


(g) “DIRECTOR” means a
member of the Board.


 


(h) “EMPLOYEE” means any
person, including officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company. The payment of a Director’s fee by the Company
shall not be sufficient in and of itself to constitute “employment” by the
Company.


 


(i) “EXCHANGE ACT” means
the Securities Exchange Act of 1934, as amended.


 


(j) “FAIR MARKET VALUE”
means, as of any date, the value of Common Stock determined as follows:


 


(i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the New York Stock Exchange, the Fair Market Value of a Share of
Common Stock shall be the closing sales


 

















 


price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the day of determination, as
reported in THE WALL STREET JOURNAL or such other source as the Board deems
reliable;


 


(ii) If the Common Stock
is quoted on any established stock exchange or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in THE
WALL STREET JOURNAL or such other source as the Board deems reliable, or;


 


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


 


(k) “NEW OUTSIDE DIRECTOR”
means an Outside Director who first becomes a Director at or after the Company’s
2003 annual meeting of stockholders.


 


(l) “OPTION” means a
stock option granted pursuant to the Plan.


 


(m) “OPTIONED STOCK”
means the Common Stock subject to an Option.


 


(n) “OPTIONEE” means an
Outside Director who receives an Option.


 


(o) “OUTSIDE DIRECTOR”
means a Director who is not an Employee.


 


(p) “OUTSIDE DIRECTOR
STOCK DEFERRAL PLAN” means the Outside Director Stock Deferral Plan attached
hereto as Appendix A.


 


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


 


(r) “PLAN” means this
VISX, Incorporated 1995 Director Option and Stock Deferral Plan, including the
Outside Director Stock Deferral Plan attached hereto as Appendix A.


 


(s) “QUALIFYING
RETIREMENT” means an Outside Director’s termination from the Board, including
pursuant to the Outside Director’s death or disability (as defined in Section 22(e)(3) of
the Code), if such termination follows (i) five full terms of Board
membership and attainment of age 62 or greater, or (ii) ten full terms of
Board membership.


 


(t) “SHARE” means a share
of the Common Stock, as adjusted in accordance with Section 10 of the
Plan.


 


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


 

















 


3. STOCK SUBJECT TO THE PLAN. Subject to the
provisions of Section 10 of the Plan, the maximum aggregate number of
Shares which may be optioned and sold under the Plan or deferred as Deferred
Phantom Stock into the Outside Director Stock Deferral Plan is seven hundred
and seventy-five thousand (775,000) Shares (the “Pool”) of Common Stock. The
Shares may be authorized but unissued, or reacquired Common Stock.


 


If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan; provided, however, that Shares that
have actually been issued under the Plan shall not be returned to the Plan and
shall not become available for future distribution under the Plan.


 


4. ADMINISTRATION
AND INITIAL AND ANNUAL GRANT OF OPTIONS UNDER THE PLAN.


 


(a) PROCEDURE FOR
INITIAL AND ANNUAL GRANTS. Outside Directors shall receive initial and
annual grants as follows:


 


(i) No person shall have
any discretion to select which Outside Directors shall be granted Options or to
determine the number of Shares.


 


(ii) Each New Outside
Director shall be automatically granted an Option to purchase Twenty-Five
Thousand (25,000) Shares (a “First Option”) on the date on which such person
first becomes a Director, whether through election by the stockholders of the Company
or appointment by the Board to fill a vacancy; provided, however, that an
Employee Director who ceases to be an Employee but who remains a Director shall
not receive a First Option.


 


(iii) Each Outside
Director shall be automatically granted an Option to purchase Ten Thousand
(10,000) Shares (a “Subsequent Option”) on the date such Outside Director is
re-elected to the Board commencing with the Company’s 2003 annual meeting of
stockholders, if on such date he or she shall have served on the Board for at
least six (6) months.


 


(iv) The terms of a First
Option granted hereunder shall be as follows:


 


(A) the
term of the First Option shall be ten (10) years.


 


(B) the
First Option shall be exercisable only while the Outside Director remains a
Director of the Company, except as set forth in Section 9 hereof.


 


(C) the
exercise price per Share shall be 100% of the Fair Market Value per Share on
the date of grant of the First Option. In the event that the date of grant of
the First Option is not a trading day, the exercise price per Share shall be
the Fair Market Value on the next trading day immediately following the date of
grant of the First Option.


 

















 


(D) the
First Option shall vest as to 1/3 of the Shares subject to the First Option on
each anniversary of the date of grant, so as to be 100% vested on the third
anniversary of the date of grant, subject to continued service as an Outside
Director.


 


(v) The terms of a
Subsequent Option granted hereunder shall be as follows:


 


(A) the
term of the Subsequent Option shall be ten (10) years.


 


(B) the
Subsequent Option shall be exercisable only while the Outside Director remains
a Director of the Company, except as set forth in Section 9 hereof.


 


(C) the
exercise price per Share shall be 100% of the Fair Market Value per Share on
the date of grant of the Subsequent Option. In the event that the date of grant
of the Subsequent Option is not a trading day, the exercise price per Share
shall be the Fair Market Value on the next trading day immediately following
the date of grant of the Subsequent Option.


 


(D) the
Subsequent Option shall be 100% vested upon the date of grant.


 


(vi) In the event
that any Option granted under the Plan would cause the number of Shares subject
to outstanding Options plus the number of Shares previously purchased under
Options to exceed the Pool, then the remaining Shares available for Option
grant shall be granted under Options to the Outside Directors on a pro rata
basis. No further grants shall be made until such time, if any, as additional Shares
become available for grant under the Plan through action of the stockholders to
increase the number of Shares which may be issued under the Plan or through
cancellation or expiration of Options previously granted hereunder.


 


5. ELECTION TO RECEIVE ANNUAL RETAINER IN STOCK OPTIONS
OR DEFERRED PHANTOM STOCK.


 


(a) IRREVOCABLE
ELECTION. On the date of each annual meeting of stockholders of the Company
during the term of this Plan, commencing with the 2003 annual stockholders
meeting, each Outside Director may make an election to receive (an “Election”) (i) Options
in lieu of 50% or 100% of his or her annual cash retainer for the year
following the meeting or (ii) Deferred Phantom Stock in lieu of 50% or
100% of his or her annual cash retainer for the year following the meeting. The
Election must be in writing and delivered to the Secretary of the Company prior
to the date of such annual stockholders meeting. Any Election made by an
Outside Director pursuant to this Section 5 shall be irrevocable.


 


(b) RETAINER OPTION
GRANTS. On the date of each annual meeting of stockholders of the Company,
each Outside Director who has made an Election to receive Stock Options in lieu
of 50% or 100% of his or her annual cash retainer shall


 

















 


automatically receive a Stock Option covering the number
of Shares determined by dividing (1) the product of (a) the amount of
the annual cash retainer covered by such Election, multiplied by (b) 3, by
(2) the Fair Market Value of a Share on that date, rounded to the nearest
whole Share, provided that sufficient Shares are available under the Plan for
the grant of such Stock Option (the “Retainer Option”).


 


(i) The terms of a Retainer Option granted hereunder
shall be as follows:


 


(A) the
term of the Retainer Option shall be ten (10) years.


 


(B) the
Retainer Option shall be exercisable only while the Outside Director remains a
Director of the Company, except as set forth in Section 9 hereof.


 


(C) the
exercise price per Share shall be 100% of the Fair Market Value per Share on
the date of grant of the Retainer Option. In the event that the date of grant
of the Retainer Option is not a trading day, the exercise price per Share shall
be the Fair Market Value on the next trading day immediately following the date
of grant of the Retainer Option.


 


(D) the
Retainer Option shall be fully vested as to 25% of the Shares subject to the
Retainer Option on the date of grant and shall vest with respect to an
additional 25% of such Shares every ninety (90) days following the date of
grant, so as to be 100% vested on the date that is 270 days following the date
of grant, subject to continued service as on Outside Director.


 


(c) DEFERRED
PHANTOM STOCK. On the date of each annual meeting of stockholders of the
Company, Outside Directors who has made an Election to receive Deferred Phantom
Stock in lieu of 50% or 100% of their annual cash retainer shall automatically
have their account under the Outside Director Stock Deferral Plan credited with
the number of Deferred Phantom Stock units determined by dividing (i) the
amount of the annual cash retainer covered by such Election by (ii) the
Fair Market Value of a Share on that date, rounded to the nearest whole Share,
provided that sufficient Shares are available under the Plan for the crediting
of such Deferred Phantom Stock units. The Deferred Phantom Stock units shall be
fully vested as to 25% of units on the date of grant and shall vest with
respect to an additional 25% of such units every ninety (90) days following the
date of grant, so as to be 100% vested on the date that is 270 days following
the date of grant, subject to continued service as on Outside Director. The
Deferred Phantom Stock units shall be held subject to the terms and conditions
of the Outside Director Stock Deferral Plan and the elections made thereunder.


 


6. ELIGIBILITY. Options and Deferred Phantom Stock
may be granted only to Outside Directors. An Outside Director who has been
granted an Option or Deferred Phantom Stock may, if he or she is otherwise
eligible, be granted additional Options or Deferred Phantom Stock in accordance
with the provisions of the Plan.


 

















 


The Plan shall not confer upon any Outside Director any
right with respect to continuation of service as a Director or nomination to
serve as a Director, nor shall it interfere in any way with any rights which
the Director or the Company may have to terminate his or her directorship at
any time.


 


7. TERM OF PLAN. The Plan shall become
effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 11 of
the Plan.


 


8. FORM OF CONSIDERATION. The
consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall consist of (i) cash, (ii) check,
(iii) other shares which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six (6) months
on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, (iv) delivery of a properly executed exercise
notice together with such other documentation as the Company and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, or
(v) any combination of the foregoing methods of payment.


 


9. EXERCISE OF OPTION.


 


(a) PROCEDURE FOR EXERCISE; RIGHTS AS A
STOCKHOLDER. Any Option granted hereunder shall be exercisable at such
times as are set forth in Sections 4 and 5 hereof.


 


An Option may not be exercised for a fraction of a Share.


 


An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may consist of any consideration and
method of payment allowable under Section 8 of the Plan. Until the
issuance (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate or electronic
notice covering the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate or electronic notice is issued, except as
provided in Section 11 of the Plan.


 


Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.


 

















 


(b) RULE 16b-3. Options and Deferred
Phantom Stock granted to Outside Directors must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act or any successor
thereto and shall contain such additional conditions or restrictions as may be
required thereunder to qualify Plan transactions, and other transactions by
Outside Directors that otherwise could be matched with Plan transactions, for
the maximum exemption from Section 16 of the Exchange Act.


 


(c) TERMINATION OF
CONTINUOUS STATUS AS A DIRECTOR. In the event an Optionee’s Continuous Status as a
Director terminates (other than upon the Optionee’s death or total and
permanent disability (as defined in Section 22(e)(3) of the Code) or
Qualifying Retirement), the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it on the date of such termination
(but in no event later than the expiration of its ten (10) year term). To
the extent that the Optionee was not entitled to exercise an Option on the date
of such termination, and to the extent that the Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified herein,
the Option shall terminate.


 


(d) DISABILITY OF
OPTIONEE. In the event Optionee’s Continuous Status as a Director terminates as a
result of total and permanent disability (as defined in Section 22(e)(3) of
the Code), the Optionee may exercise his or her Option, but only within twelve
(12) months from the date of such termination, and only to the extent that the
Optionee was entitled to exercise it on the date of such termination (but in no
event later than the expiration of its ten (10) year term). To the extent
that the Optionee was not entitled to exercise an Option on the date of
termination, or if he or she does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.


 


(e) DEATH OF OPTIONEE. In the event of an
Optionee’s death, the Optionee’s estate or a person who acquired the right to
exercise the Option by bequest or inheritance may exercise the Option, but only
within twelve (12) months following the date of death, and only to the extent
that the Optionee was entitled to exercise it on the date of death (but in no
event later than the expiration of its ten (10) year term). To the extent
that the Optionee was not entitled to exercise an Option on the date of death,
and to the extent that the Optionee’s estate or a person who acquired the right
to exercise such Option does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.


 


(f) QUALIFYING
RETIREMENT OF OPTIONEE. Notwithstanding the provisions set forth in Section 9(d) of
the Plan, in the event of an Optionee’s Qualifying Retirement, the Optionee may
exercise his or her Option, but only within the lesser of (i) five years
from the date of the Qualifying Retirement, or (ii) the original ten (10) year
term of the Option following the date of termination, and only to the extent
that the Optionee was entitled to exercise it on the date of termination. To
the extent that the Optionee was not entitled to exercise an Option on the date
of termination, or if he or she does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.


 


10. NON-TRANSFERABILITY OF OPTIONS. Options hereunder may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by


 
















 


will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.


 


11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION, MERGER, ASSET SALE OR CHANGE OF CONTROL.


 


(a)
CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Option or share of Deferred Phantom Stock, the number of Shares which have been
authorized for issuance under the Plan but as to which no Options or Deferred
Phantom Stock units have yet been granted or credited or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number of Shares
issuable pursuant to the automatic grant provisions of Section 4 hereof
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option or the number of Deferred Phantom Stock units credited to
an account.


 


(b) DISSOLUTION OR
LIQUIDATION. In the event of the proposed dissolution or liquidation of the
Company, to the extent that an Option has not been previously exercised, it
will terminate immediately prior to the consummation of such proposed action.


 


(c) MERGER OR ASSET
SALE. Subject to Section 11(d), in the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option shall be substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation does not agree to assume the Option or to substitute an equivalent
option, each outstanding Option shall become fully vested and exercisable,
including as to Shares as to which it would not otherwise be exercisable. If an
Option becomes fully vested and exercisable in the event of a merger or sale of
assets, the Board shall notify the Optionee that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice, and
the Option shall terminate upon the expiration of such period. For the purposes
of this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase,
for each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares).


 


(d) CHANGE OF CONTROL. In
the event of a Change of Control (as defined below), each Outside Director (i) shall
fully vest in and have the right to exercise each


 

















 


Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable and (ii) shall
fully vest in each Deferred Phantom Stock unit.


 


A “Change of Control” means the occurrence of any
of the following events:


 


(i) any “person,”
as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other
than the Company, a subsidiary of the Company or a Company employee benefit plan,
including any trustee of such plan acting as trustee, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent (20%) or
more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors; or


 


(ii) a
merger or consolidation of the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented by
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve an agreement for the sale or disposition by the Company of all
or substantially all the Company’s assets; or


 


(iii) a
change in the composition of the Board, as a result of which fewer than a
majority of the directors are Incumbent Directors. “Incumbent Directors” shall
mean directors who either (A) are Directors as of the date this amendment
to the Plan is approved by the Board, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors AND whose election or nomination was not in connection with
any transaction described in (i) or (ii) above or in connection with
an actual or threatened proxy contest relating to the election of directors of
the Company.


 


12. AMENDMENT AND TERMINATION OF THE PLAN.


 


(a) AMENDMENT AND
TERMINATION. Except as set forth in Section 4, the Board may at any
time amend, alter, suspend, or discontinue the Plan, but no amendment,
alteration, suspension, or discontinuation shall be made which would impair the
rights of any Optionee or Outside Director Stock Deferral Plan participant
under any grant theretofore made, without his or her consent, provided that the
Board may not amend the Plan to permit the repricing, including by way of
exchange, of any Option without stockholder approval. In addition, to the
extent necessary and desirable to comply with Rule 16b-3 under the
Exchange Act (or any other applicable law or regulation), the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such
a degree as required.


 


(b) EFFECT OF
AMENDMENT OR TERMINATION. Any such adverse amendment without consent or
termination of the Plan shall not affect Options or Deferred Phantom Stock
units already granted or credited and such Options and Deferred


 

















 


Phantom Stock units shall remain in full force and effect
as if this Plan had not been amended or terminated.


 


13. TIME OF GRANTING OPTIONS. The date of
grant of an Option shall, for all purposes, be the date determined in
accordance with Section 4 hereof.


 


14. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, state securities laws, and the requirements
of any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.


 


As a condition to the exercise of an Option, the
Company may require the person exercising such Option to represent and warrant
at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares,
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.


 


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


 


15. RESERVATION OF SHARES. The Company,
during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the
Plan.


 


16. OPTION AGREEMENT. Options shall be
evidenced by written option agreements in such form as the Board shall approve.


 

















 


APPENDIX A TO THE 1995 DIRECTOR PLAN


 


VISX, INCORPORATED


 


OUTSIDE DIRECTOR STOCK DEFERRAL PLAN


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  PURPOSES OF THE PLAN

  	
  1

  
	
  2.

  	
  DEFINITIONS

  	
  1

  
	
  3.

  	
  STOCK SUBJECT TO THE PLAN

  	
  3

  
	
  4.

  	
  ADMINISTRATION AND INITIAL AND ANNUAL GRANT OF OPTIONS
  UNDER THE PLAN

  	
  3

  
	
  5.

  	
  ELECTION TO RECEIVE ANNUAL RETAINER IN STOCK OPTIONS OR
  DEFERRED PHANTOM STOCK

  	
  4

  
	
  6.

  	
  ELIGIBILITY

  	
  5

  
	
  7.

  	
  TERM OF PLAN

  	
  6

  
	
  8.

  	
  FORM OF CONSIDERATION

  	
  6

  
	
  9.

  	
  EXERCISE OF OPTION

  	
  6

  
	
  10.

  	
   

  	
  NON-TRANSFERABILITY OF OPTIONS

  	
  7

  
	
  11. 

  	
   

  	
  ADJUSTMENTS UPON CHANGES IN
  CAPITALIZATION, DISSOLUTION, MERGER, ASSET SALE OR CHANGE OF CONTROL

  	
  8

  
	
  12.

  	
   

  	
  AMENDMENT AND TERMINATION OF THE PLAN

  	
  9

  
	
  13.

  	
   

  	
  TIME OF GRANTING OPTIONS

  	
  10

  
	
  14.

  	
   

  	
  CONDITIONS UPON ISSUANCE OF SHARES

  	
  10

  
	
  15.

  	
   

  	
  RESERVATION OF SHARES

  	
  10

  
	
  16.

  	
   

  	
  OPTION AGREEMENT

  	
  10