EX-10.1






Exhibit 10.1



COHU, INC.

2005 EQUITY INCENTIVE PLAN




1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.



1.1 Establishment. The Cohu, Inc. 2005 Equity Incentive Plan (the “Plan”) was originally
established effective as of May 10, 2005, the date of its approval by the stockholders of the
Company (the “Effective Date ” ), and was subsequently amended and restated, subject to
stockholder approval, by the Board on March 17, 2006, April 18, 2006, March 20, 2009 and April 2,
2012.



1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company
Group and its stockholders by providing an incentive to attract, retain and reward persons
performing services for the Participating Company Group and by motivating such persons to
contribute to the growth and profitability of the Participating Company Group. The Plan seeks to
achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights,
Restricted Stock, Performance Shares, Performance Units, Restricted Stock Units, Deferred Stock and
Other Stock-Based Awards. After the Effective Date, the Company shall terminate, and no longer
issue any awards from under, the Company’s 1998 Stock Option Plan, 1996 Outside Directors Stock
Option Plan and 1996 Stock Option Plan.



1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by
the Board or the date on which all of the shares of Stock available for issuance under the Plan
have been issued and all restrictions on such shares under the terms of the Plan and the agreements
evidencing Awards granted under the Plan have lapsed. However, all Incentive Stock Options shall be
granted, if at all, within ten (10) years from the Effective Date.



2. DEFINITIONS AND CONSTRUCTION.



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



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



(b) “Award” means any Option, SAR, Restricted Stock, Performance Share, Performance Unit,
Restricted Stock Unit, Deferred Stock or Other Stock-Based Award granted under the Plan.



(c) “Award Agreement” means a written agreement between the Company and a Participant setting
forth the terms, conditions and restrictions of the Award granted to the Participant. An Award
Agreement may be an “Option Agreement,” a “SAR Agreement,” a “Restricted Stock Agreement,” a
“Performance Share Agreement,” a “Performance Unit Agreement,” a “Restricted Stock Unit Agreement,”
a “Deferred Stock Unit Agreement,” or an “Other Stock-Based Award Agreement.”



(d) “Board” means the Board of Directors of the Company. If one or more Committees have been
appointed by the Board to administer the Plan, “ Board ” also means such Committee(s).



(e) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



(f) “Committee” means the Compensation Committee or other committee of the Board duly
appointed to administer the Plan and having such powers as shall be specified by the Board. Unless
the powers of the Committee have been specifically limited, the Committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by
law.



(g) “Company” means Cohu, Inc., a Delaware corporation, or any successor corporation thereto.



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



(i) “Covered Employee” means an Employee who is, or could be, a “covered employee” within the
meaning of Section 162(m).



(j) “Deferred Stock” means a bookkeeping entry representing a right granted to a Participant
pursuant to Section 9.3 of the Plan to receive a share of Stock on a date determined in accordance
with the Plan and the Participant’s Award Agreement.



(k) “Director” means a member of the Board or of the board of directors of any other
Participating Company.



(l) “Disability” means the inability of the Participant, in the opinion of a qualified
physician acceptable to the Company, to perform the major duties of the Participant’s position with
the Participating Company Group because of the sickness or injury of the Participant.



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



(n) “Employee” means any person treated as an employee (including an Officer or a Director who
is also treated as an employee) in the records of a Participating Company and, with respect to any
Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of
the Code; provided, however, that neither service as a Director nor payment of a director’s fee
shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine
in good faith and in the exercise of its discretion whether an individual has become or has ceased
to be an Employee and the effective date of such individual’s employment or termination of
employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as
of the time of the Company’s determination, all such determinations by the Company shall be final,
binding and conclusive, notwithstanding that the Company or any court of law or governmental agency
subsequently makes a contrary determination.



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



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



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



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



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



(r) “Indexed Option” means an Option with an exercise price which either increases by a fixed
percentage over time or changes by reference to a published index, as determined by the Board and
set forth in the Option Agreement.



(s) “Insider” means an Officer, a Director of the Company or other person whose transactions
in Stock are subject to Section 16 of the Exchange Act.



(t) “Net-Exercise” means a procedure by which the Participant will be issued a number of
shares of Stock determined in accordance with a formula X + Y(A-B) / A, where:



X = the number of shares of Stock to be issued to the Participant upon exercise of the Option;



Y = the total number of shares with respect to which the Participant has elected to exercise
the Option;



A = the Fair Market Value of one (1) share of Stock;



B = the exercise price per share (as defined in the Participant’s Award Agreement).



(u) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award
Agreement) or which does not qualify as an Incentive Stock Option.



(v) “Officer” means any person designated by the Board as an officer of the Company.



(w) “Option” means a right to purchase Stock pursuant to the terms and conditions of the Plan.
An Option may be either an Incentive Stock Option, a Nonstatutory Stock Option or an Indexed
Option.



(x) “Other Stock-Based Award” means an Award granted or denominated in Stock or units of Stock
pursuant to Section 9.5 of the Plan.



(y) “Parent Corporation” means any present or future “parent corporation” of the Company, as
defined in Section 424(e) of the Code.



(z) “Participant” means any eligible person who has been granted one or more Awards.



(aa) “Participating Company” means the Company or any Parent Corporation or Subsidiary
Corporation or Affiliate.



(bb) “Participating Company Group” means, at any point in time, all corporations collectively
which are then Participating Companies.



(cc) “Performance-Based Award” means an Award granted to selected Covered Employees pursuant
to Sections 8 and 9, but which are subject to the terms and conditions set forth in Section 10. All
Performance-Based Awards are intended to qualify as qualified performance-based compensation under
Section 162(m).



(dd) “Performance Bonus Award” means the cash award set forth in Section 9.6



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(ee) “Performance Goal” means the criteria that the Committee uses to establish qualified
performance-based compensation under Section 162(m) and the formulas for determining whether such
performance targets have been obtained. Such Performance Goals may be based upon one or more
Performance Measures, subject to the following: Performance Measures shall have the same meanings
as used in the Company’s financial statements, or, if such terms are not used in the Company’s
financial statements, they shall have the meaning applied pursuant to generally accepted accounting
principles, or as used generally in the Company’s industry. Performance Measures shall be
calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for
financial reporting purposes or such division or other business unit as may be selected by the
Committee. For purposes of the Plan, the Performance Measures applicable to a Performance-Based
Award shall be calculated in accordance with U.S. generally accepted accounting principles, but
prior to the accrual or payment of any Performance-Based Award for the same Performance Period and
excluding the effect (whether positive or negative) of any change in accounting standards or any
extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the
establishment of the Performance Goals applicable to the Performance-Based Award. Performance
targets may include a minimum, maximum, target level and intermediate levels of performance, with
the final value of a Performance-Based Award determined under the applicable Performance-Based
Award formula by the level attained during the applicable Performance Period. A Performance target
may be stated as an absolute value or as a value determined relative to a standard selected by the
Committee.



(ff) “Performance Measures” may be one or more of the following, or a combination of the any
of the following, as determined by the Committee: (i) revenue; (ii) gross margin; (iii) operating
margin; (iv) operating income; (v) pre-tax profit; (vi) earnings before interest, taxes and
depreciation; (vii) net income; (viii) cash flow; (ix) expenses; (x) the market price of the Stock;
(xi) earnings per share; (xii) return on stockholder equity; (xiii) return on capital; (xiv) return
on net assets; (xv) economic value added; (xvi) number of customers; (xvii) market share; (xviii)
return on investment; (xix) profit after tax; (xx) customer satisfaction; (xxi) business
divestitures and acquisitions; (xxii) supplier awards from significant customers; (xxiii) new
product development and (xxiv) working capital.



(gg) “Performance Period” means a period established by the Committee pursuant to Section 10
of the Plan at the end of which one or more Performance Goals are to be measured.



(hh) “Performance Share” means a right granted to a Participant pursuant to Section 9.1, to
receive Stock, the payment of which is contingent upon achieving certain Performance Goals or other
performance based targets established by the Committee.



(ii) “Performance Unit” means a bookkeeping entry representing a right granted to a
Participant pursuant to Section 9.2 of the Plan to receive a payment equal to the value of a
Performance Unit, as determined by the Committee, based upon achieving certain Performance Goals or
other performance based targets.



(jj) “Prior Plan Award” means, any option or other award granted pursuant to the Company’s
1998 Stock Option Plan, 1996 Outside Directors Stock Option Plan, 1996 Stock Option Plan or 1994
Stock Option Plan which is outstanding on or after the Effective Date.



(kk) “Restricted Stock” means Stock granted to a Participant pursuant to Section 8 of the Plan
that is subject to certain conditions (including any applicable Vesting Conditions), and may be
subject to risk of forfeiture.



(ll) “Restricted Stock Unit” or “Stock Unit” means a bookkeeping entry representing a right
granted to a Participant pursuant to Section 9.4 of the Plan to receive the value associated with a
share of Stock on a date determined in accordance with the provisions of the Plan and the
Participant’s Award Agreement.



(mm) “Restriction Period” means the period established in accordance with Section 8 of the
Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.



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



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



	 	 	 	 	 
	 

	 	 
	 	 
	(pp)

	 	 
	 	“Section 162(m)” means Section 162(m) of the Code.
	 

	 	 
	 	 
	(qq)

	 	 
	 	“Securities Act” means the Securities Act of 1933, as amended.






(rr) “Service” means a Participant’s employment or service with the Participating Company
Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service
shall not be deemed to have terminated merely because of a change in the capacity in which the
Participant renders Service to the Participating Company Group or a change in the Participating
Company for which the Participant renders such Service, provided that there is no interruption or
termination of the Participant’s Service. Furthermore, a Participant’s Service with the
Participating Company Group shall not be deemed to have terminated if the Participant takes any
military leave, sick leave, or other bona fide leave of absence approved by the Company; provided,
however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such
leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right
to return to Service with the Participating Company Group is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a
leave of absence shall not be treated as Service for purposes of determining vesting under the
Participant’s Option Agreement. The Participant’s Service shall be deemed to have terminated either
upon an actual termination of Service or upon the corporation for which the Participant performs
Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its
discretion, shall determine whether the Participant’s Service has terminated and the effective date
of such termination.



(ss) “Stock” means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2.



(tt) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code.



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



(vv) “Vesting Conditions” mean those conditions established in accordance with the Plan prior
to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit
Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company
upon the Participant’s termination of Service.



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



3. ADMINISTRATION.



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



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



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



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



(b) to designate Options as Incentive Stock Options, Nonstatutory Stock Options or Indexed
Options;



(c) to determine the type(s) of Other Stock-Based Awards, and their terms and conditions that
may be granted under the Plan;



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



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



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



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



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



(i) to accelerate, continue, extend or defer the exercisability of any Award or any shares
acquired pursuant thereto, including with respect to the period following a Participant’s
termination of Service with the Participating Company Group;



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



(k) to authorize, in conjunction with any applicable Company deferred compensation plan, that
the receipt of cash or Stock subject to any Award under this Plan, may be deferred under the terms
and conditions of such Company deferred compensation plan; and



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



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



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



3.6 No Repricing. Without the affirmative vote of holders of a majority of the shares of Stock
cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum
representing a majority of all outstanding shares of Stock is present or represented by proxy, the
Board shall not approve a program providing for either (a) the cancellation of outstanding Options
and/or SARs and the grant in substitution therefore of any new Awards, including specifically any
new Options and/or SARs having a lower exercise price or (b) the amendment of outstanding Options
and/or SARs to reduce the exercise price thereof. This paragraph shall not be construed to apply to
“issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the
meaning of Section 424 of the Code.



3.7 No Restricted Stock Award Acceleration. Notwithstanding any provision of the Plan to the
contrary, no Restricted Stock Award may be granted which provides, or subsequently amended to
provide, for (i) any acceleration of vesting for any reason other than upon a Change in Control or
after the Participant’s death or Disability and (ii) vesting of one hundred percent (100%) of any
such Restricted Stock Award prior to the passage of three (3) years of Service (unless such
Restricted Stock Award will vest in accordance with the satisfaction of any Performance Goal).



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



4. SHARES SUBJECT TO PLAN.



4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2,
the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Six
Million Seven Hundred and Thirty Thousand Seven Hundred and Forty Seven (6,730,747). This share
reserve shall consist of authorized but unissued or reacquired shares of Stock or any combination
thereof. However, the share reserve, determined at any time, shall be reduced by the number of
shares subject to (i) the Prior Plan Awards and (ii) Awards (which as of March 14, 2012 totaled
4,123,040). If any outstanding Award, including any Prior Plan Award, for any reason expires or is
terminated or canceled without having been exercised or settled in full, or if shares of Stock
acquired pursuant to an Award subject to forfeiture or repurchase, including any Prior Plan Award,
are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated
portion of such Award, including any Prior Plan Award, or such forfeited or repurchased shares of
Stock shall again be available for grant under the Plan. Shares of Stock shall not be deemed to
have been granted pursuant to the Plan with respect to any portion of an Award that is settled in
cash. Notwithstanding anything to the contrary in this Section 4.1, the following shares of Stock
shall not be available for reissuance under the Plan: (i) shares of Stock with respect to which the
Participant has received the benefits of ownership (other than voting rights), either in the form
of dividends, shares sold pursuant to a Cashless Exercise described in Section 6.3(a) or otherwise;
(ii) shares of Stock which are withheld from any Award or payment under the Plan to satisfy tax
withholding obligations pursuant to Section 15.2; (iii) shares of Stock which are surrendered by
any Participant (through a Cashless Exercise, actual delivery of the shares or attestation of
ownership) to fulfill tax withholding obligations or to pay the applicable exercise price for any
Award; and (iv) shares of Stock subject to the grant of a SAR which are not issued upon settlement
of the SAR.



4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification or similar change in
the capital structure of the Company, appropriate adjustments shall be made in the number and class
of shares subject to the Plan and to any outstanding Awards, in the Section 162(m) Grant Limit set
forth in Section 5.4 and in the exercise price or purchaser price of any outstanding Awards. If a
majority of the shares which are of the same class as the shares that are subject to outstanding
Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event, as defined in Section 12.1) shares of another corporation (the “ New Shares
” ), the Board may unilaterally amend the outstanding Awards to provide that such Awards are
accurately reflected for New Shares. In the event of any such amendment, the number of shares
subject to, and the exercise price and/or purchase price per share of, the outstanding Awards (if
any) shall be adjusted in a fair and equitable manner as determined by the Board, in its
discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment
pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may
the exercise price and/or purchase price of any Award be decreased to an amount less than the par
value, if any, of the stock subject to the Award. The adjustments determined by the Board pursuant
to this Section 4.2 shall be final, binding and conclusive.



5. ELIGIBILITY AND AWARD LIMITATIONS.



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



5.2 Participation. Awards are granted solely at the discretion of the Board. Eligible persons
may be granted more than one (1) Award. However, eligibility in accordance with this Section shall
not entitle any person to be granted an Award, or, having been granted an Award, to be granted an
additional Award.



5.3 Incentive Stock Option Limitations.



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



(b) Fair Market Value Limitation. To the extent that options designated as Incentive Stock
Options (granted under all stock option plans of the Participating Company Group, including the
Plan) become exercisable by a Participant for the first time during any calendar year for stock
having a Fair Market Value greater than One Hundred Thousand dollars ($100,000), the portion of
such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes
of this Section, options designated as Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of stock shall be determined as of the
time the option with respect to such stock is granted. If the Code is amended to provide for a
different limitation from that set forth in this Section, such different limitation shall be deemed
incorporated herein effective as of the date and with respect to such Options as required or
permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in
part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this
Section, the Participant may designate which portion of such Option the Participant is exercising.
In the absence of such designation, the Participant shall be deemed to have exercised the Incentive
Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such
portion shall be separately identified.



5.4 Award Limits.



(a) Aggregate Limit on Restricted Stock, Performance Shares and Performance Units. Subject to
adjustment as provided in Section 4.2, in no event shall more than Three-Million Five-Hundred
Thousand (3,500,000) shares of Stock in the aggregate be issued under the Plan pursuant to the
exercise or settlement of Restricted Stock, Restricted Stock Units, Performance Shares and
Performance Units.



(b) Section 162(m) Award Limits. The following limits shall apply to the grant of any Award
if, at the time of grant, the Company is a “publicly held corporation” within the meaning of
Section 162(m).



(i) Options and SARs. Subject to adjustment as provided in Section 4.2, no Employee shall be
granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the
aggregate are for more than Five Hundred Thousand (500,000) shares of Stock, provided, however,
that the Company may make an additional one-time grant to any newly-hired Employee of an Option
and/or SAR for the purchase of up to an additional Two Hundred and Fifty Thousand (250,000) shares
of Stock. An Option which is canceled (or a Freestanding SAR as to which the exercise price is
reduced to reflect a reduction in the Fair Market Value of the Stock) in the same fiscal year of
the Company in which it was granted shall continue to be counted against such limit for such fiscal
year.



(ii) Restricted Stock and Restricted Stock Units. Subject to adjustment as provided in
Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more
Restricted Stock Awards or Restricted Stock Units, subject to Vesting Conditions based on the
attainment of Performance Goals, for more than Two Hundred Thousand (200,000) shares of Stock,
provided, however, that the Company may make an additional one-time grant to any newly-hired
Employee of a Restricted Stock Award or Restricted Stock Units of up to an additional One Hundred
Thousand (100,000) shares of Stock.



(iii) Performance Shares and Performance Units. Subject to adjustment as provided in Section
4.2, no Employee shall be granted (A) Performance Shares which could result in such Employee
receiving more than One Hundred Thousand (100,000) shares of Stock for each full fiscal year of the
Company contained in the Performance Period for such Award, or (B) Performance Units which could
result in such Employee receiving more than $1,000,000 for each full fiscal year of the Company
contained in the Performance Period for such Award. No Participant may be granted more than one
Performance Share or Performance Unit for the same Performance Period.



(iv) Performance Bonus Awards. No Employee shall be paid a Performance Bonus Award pursuant to
Section 9.6 which is greater than $1,000,000 for each full fiscal year of the Company contained in
the Performance Period for such award.



6. TERMS AND CONDITIONS OF OPTIONS.



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



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



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



6.3 Payment of Exercise Price.



(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
exercise price for the number of shares of Stock being purchased pursuant to any Option shall be
made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the
ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the
exercise price, (iii) by delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of
a sale or loan with respect to some or all of the shares being acquired upon the exercise of the
Option (including, without limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a “ Cashless Exercise ” ), (iv) by delivery of a properly executed notice of exercise
electing a Net-Exercise, (v) by such other consideration as may be approved by the Board from time
to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board
may at any time or from time to time, by approval of or by amendment to the standard forms of Award
Agreement described in Section 11, or by other means, grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of the exercise price or which otherwise
restrict one or more forms of consideration.



(b) Limitations on Forms of Consideration.



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



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



(iii) Net-Exercise. The Company reserves, at any and all times, the right, in the Company’s
sole and absolute discretion, to grant Incentive Stock Options, or to grant, or amend, any
Nonstatutory Options to provide that such Options may be exercised by the means of a Net-Exercise,
including with respect to one or more Participants specified by the Company notwithstanding that
such program or procedures may be available to other Participants. No Option will be granted (or
amended in the case of a Nonstatutory Stock Option) to permit a Net-Exercise prior to the
effectiveness of the Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123R.



6.4 Effect of Termination of Service. An Option shall be exercisable after a Participant’s
termination of Service to such extent and during such period as determined by the Board, in its
discretion, and set forth in the Award Agreement evidencing such Option.



6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be
exercisable only by the Participant or the Participant’s guardian or legal representative. Prior to
the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent
permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such
Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable
limitations, if any, described in the General Instructions to Form S-8 Registration Statement under
the Securities Act. Notwithstanding any of the foregoing, the Board may permit further
transferability of any Option, on a general or specific basis, and may impose conditions and
limitations on any permitted transferability.



7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.



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



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



7.2 Exercise Price and Other Terms. The Board, subject to the provisions of the Plan, will
have complete discretion to determine the terms and conditions of each SAR granted under the Plan;
provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the
exercise price per share under the related Option and (b) the exercise price per share subject to a
Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective
date of grant of the SAR.



7.3 Exercise of SARs. SARs will be exercisable on such terms and conditions as the Board, in
its sole and absolute discretion, will determine.



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



7.5 Expiration of SARs. Each SAR grant under the Plan will expire upon the date determined by
the Board, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the
foregoing, the requirements of Sections 6.2, 6.3, 6.4 and 6.5 also will apply to SARs to the extent
not replaced or superseded by the terms of any Award Agreement.



8. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.



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



8.1 Grant of Restricted Stock. The Board is authorized to make Awards of Restricted Stock to
any Participant selected by the Board in such amounts and subject to such terms and conditions as
determined by the Board.



8.2 Issuance and Restrictions. Restricted Stock Awards will be subject to such restrictions on
transferabilty and other restrictions as the Board may impose (including, without limitation,
limitations on the right to vote shares of Stock or the right to receive dividends on the Stock).
These restrictions may lapse separately or in combination at such times, pursuant to such
circumstances, in such installments, or otherwise, as the Board determines at the time of the grant
of the Award or thereafter. The minimum period for such restrictions shall be a period of three
(3) years. Notwithstanding the foregoing however, Restricted Stock Awards may become one hundred
percent (100%) vested earlier than after the passage of three (3) years upon (i) the occurrence of
a Change in Control, as provided in any applicable Award Agreement, or (ii) achievement of such the
Awards applicable Performance Goals.



8.3 Forfeiture. Except as otherwise determined by the Board at the time of grant of the Award
or thereafter, upon termination of Service during the applicable Restriction Period, Restricted
Stock that is at that time subject to restrictions will be forefeited; provided, however, that the
Board may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture
conditions will be waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions.



8.4 Voting Rights; Dividends and Distributions. Except as may be provided in any Award
Agreement, during the Restriction Period applicable to shares subject to a Restricted Stock Award,
the Participant shall have all of the rights of a stockholder of the Company holding shares of
Stock, including the right to vote such shares and to receive all dividends and other distributions
paid with respect to such shares. However, in the event of a dividend or distribution paid in
shares of Stock or any other adjustment made upon a change in the capital structure of the Company
as described in Section 4.2, then any and all new, substituted or additional securities or other
property (other than normal cash dividends) to which the Participant is entitled by reason of the
Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as
the shares subject to the Restricted Stock Award with respect to which such dividends or
distributions were paid or adjustments were made.



9. TERMS AND CONDITIONS OF OTHER TYPES OF AWARDS.



Other types of Awards, such as Performance Shares, Performance Units, Deferred Stock,
Restricted Stock Units, Other Stock-Based Awards and Performance Bonus Awards (collectively “
Other Types of Award ” ) shall be evidenced by Award Agreements specifying the type of Award and
the number of shares of Stock subject to the Award, in such form as the Board shall from time to
time establish. No Other Type of Award or purported Award shall be a valid and binding obligation
of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing
any Other Type of Award may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions:



9.1 Performance Shares. Any Participant selected by the Committee may be granted one or more
Performance Share awards which will be denominated in a number of shares of Stock and which may be
linked to any one or more of the Performance Goals or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or dates or over any
period or periods determined by the Committee. In making such determinations, the Committee will
consider (among other such factors as it deems relevant in light of the specific type of Award) the
contributions, responsibilities and other compensation of the particular Participant.



9.2 Performance Units. Any Participant selected by the Committee may be granted one or more
Performance Unit awards which will be denominated in units of value, which, without limitation, may
include the dollar value of shares of Stock, and which may be linked to any one or more of the
Performance Goals or other specific performance criteria determined appropriate by the Committee,
in each case on a specified date or dates or over any period or periods determined by the
Committee. In making such determinations, the Committee will consider (among other such factors as
it deems relevant in light of the specific type of Award) the contributions, responsibilities and
other compensation of the particular Participant.



9.3 Deferred Stock. Any Participant selected by the Board may be granted an award of Deferred
Stock in the manner determined from time to time by the Board. The number of shares of Deferred
Stock will be determined by the Board and may be linked to the Performance Goals or other specific
performance criteria determined to be appropriate by the Board, in each case on a specified date or
dates or over any period or periods determined by the Board. Stock underlying a Deferred Stock
award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule
or performance criteria set by the Committee, or upon such settlement date as may be elected by the
Participant. Unless otherwise provided by the Board, a Participant awarded Deferred Stock will have
no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award
has vested and the Stock underlying such Award has been issued. In addition, Deferred Stock may be
granted automatically with respect to such number of shares of Stock and upon such other terms and
conditions as established by the Board in lieu of:



(a) cash or shares of Stock otherwise issuable to such Participant upon the exercise or
settlement of a Restricted Stock Award or Performance Award; or



(b) any cash to be otherwise paid to the Participant in the form of salary, bonus,
commissions, or such other compensation program maintained by the Company.



9.4 Restricted Stock Units. The Board is authorized to make Awards of Restricted Stock Units
to any Participant selected by the Board in such amounts and subject to such terms and conditions
as determined by the Board. The number of Restricted Stock Units will be determined by the Board
and may be linked to the Performance Goals or other specific performance criteria determined to be
appropriate by the Board, in each case on a specified date or dates or over any period or periods
determined by the Board. At the time of grant, the Board will specify the date or dates on which
the Restricted Stock Units will become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate. At the time of grant, the Board will specify the
settlement date applicable to each grant of Restricted Stock Units which will be no earlier than
the vesting date or dates of the Award and may be determined at the election of the Participant. On
the settlement date, the Company will transfer to the Participant either (i) one unrestricted,
fully transferable share of Stock or (ii) cash equal to the value of one such share of Stock for
each Restricted Stock Unit scheduled to be paid out on such date and which was not previously
forfeited. The Board will specify the purchase price, if any, to be paid by the Participant to the
Company for such shares of Stock.



9.5 Other Stock-Based Awards. Any Participant selected by the Board may be granted one or more
awards that provide Participants with shares of Stock or the right to purchase shares of Stock or
that have a value derived from the value of, or an exercise or conversion privilege at a price
related to, or that are otherwise payable in shares of Stock and which may be linked to any one or
more of the Performance Goals or other specific performance criteria determined appropriate by the
Board, in each case on a specified date or dates or over any period or periods determined by the
Board. In making such determinations, the Board will consider (among such other factors as it deems
relevant in light of the specific type of award) the contributions, responsibilities and other
compensation to the particular Participant.



9.6 Performance Bonus Awards. Any Participant selected by the Committee may be granted one or
more Performance-Based Award in the form of a cash bonus payable upon the attainment of Performance
Goals that are established by the Committee, in each case on a specified date or dates or over any
period or periods determined by the Committee. Any such Performance Bonus Award paid to a Covered
Employee will be based upon objectively determinable bonus formulas established in accordance with
Section 10.



9.7 Term of Other Type Awards. Except as otherwise provided herein, the term of any Other Type
Award will be set by the Board in its sole and absolute discretion and set forth in any applicable
Award Agreement.



9.8 Exercise or Purchase Price. The Board may establish the exercise or purchase price, if
any, of any Other Type Award; provided, however, that such price will not be less than the par
value of a share of Stock on the date of grant, unless otherwise permitted by applicable law.



9.9 Exercise Upon Termination of Service. Any Other Type of Award will only be exercisable or
payable while the Participant is an Employee, Consultant or Director, as applicable; provided,
however, that the Board in its sole and absolute discretion may provide that any Other Type of
Award may be exercised or paid subsequent to a termination of Service, as applicable, or following
a Change in Control, or because of the Participant’s retirement, death or disability, or otherwise;
provided, however, that any such provision with respect to Performance Shares, Performance Units or
Performance Bonus Awards will be subject to the requirements of Section 162(m) that apply to such
award and/or compensation.



9.10 Form of Payment. Payments with respect to any Other Type of Award will be made in cash,
in Stock or a combination of both, as determined by the Board and as set forth in any applicable
Award Agreement.



9.11 Award Agreement. All Other Types of Awards will be subject to such additional terms and
conditions as determined by the Board and will be evidenced by a written Award Agreement.



9.12 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no
voting rights with respect to shares of Stock represented by any Other Type of Award until the date
of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). However, the Board, in its
discretion, may provide in the Award Agreement evidencing any Other Type of Award that the
Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash
dividends on Stock having a record date prior to the date on which such shares of Stock underlying
any such award are settled or forfeited. Such Dividend Equivalents, if any, shall be credited to
the Participant in the form of additional whole shares of Stock, or such cash equivalent, depending
on the type of award, as of the date of payment of such cash dividends on Stock. The number of
additional shares of Stock (rounded to the nearest whole number) to be so credited shall be
determined by dividing (a) the amount of cash dividends paid on such date with respect to the
number of shares of Stock represented by the shares of Stock underlying such award previously
credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Dividend
Equivalents may be paid currently or may be accumulated and paid to the extent that such award
becomes nonforfeitable, as determined by the Board. Settlement of Dividend Equivalents may be made
in cash, shares of Stock, or a combination thereof as determined by the Board, and may be paid on
the same basis as settlement of the related award. In the event of a dividend or distribution paid
in shares of Stock or any other adjustment made upon a change in the capital structure of the
Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s
Other Type of Awards so that it represents the right to receive upon settlement any and all new,
substituted or additional securities or other property (other than normal cash dividends) to which
the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the
award, and all such new, substituted or additional securities or other property shall be
immediately subject to the same Performance Goals as are applicable to the Award.



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



10. TERMS AND CONDITIONS OF ANY PERFORMANCE-BASED AWARD.



10.1 Purpose. The purpose of this Section 10 is to provide the Committee the ability to
qualify Awards (other than Options and SARs) that are granted pursuant to Sections 8 and 9 as
qualified performance-based compensation under Section 162(m). If the Committee, in its discretion,
decides to grant a Performance-Based Award subject to Performance Goals to a Covered Employee, the
provisions of this Section 10 will control over any contrary provision in the Plan; provided,
however, that the Committee may in its discretion grant Awards to such Covered Employees that are
based on Performance Goals or other specific criteria or goals but that do not satisfy the
requirements of this Section 10.



10.2 Applicability. This Section 10 will apply to those Covered Employees which are selected
by the Committee to receive any Award subject to Performance Goals. The designation of a Covered
Employee as being subject to Section 162(m) will not in any manner entitle the Covered Employee to
receive an Award under the Plan. Moreover, designation of a Covered Employee subject to Section
162(m) for a particular Performance Period will not require designation of such Covered Employee in
any subsequent Performance Period and designation of one Covered Employee will not require
designation of any other Covered Employee in such period or in any other period.



10.3 Procedures with Respect to Performance Based Awards. To the extent necessary to comply
with the performance-based compensation of Section 162(m), with respect to any Award granted
subject to Performance Goals, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of service (or such other
time as may be required or permitted by Section 162(m)), the Committee will, in writing, (a)
designate one or more Participants who are Covered Employees, (b) select the Performance Goals
applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such
Awards, as applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned
by each Covered Employee for such Performance Period. Following the completion of each Performance
Period, the Committee will certify in writing whether the applicable Performance Goals have been
achieved for such Performance Period. In determining the amounts earned by a Covered Employee, the
Committee will have the right to reduce or eliminate (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the Committee may deem
relevant to the assessment of individual or corporate performance for the Performance Period.



10.4 Payment of Performance Based Awards. Unless otherwise provided in the applicable Award
Agreement, a Covered Employee must be employed by the Participating Company Group on the day a
Performance-Based Award for such Performance Period is paid to the Covered Employee. Furthermore, a
Covered Employee will be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are achieved.



10.5 Additional Limitations. Notwithstanding any other provision of the Plan, any Award which
is granted to a Covered Employee and is intended to constitute qualified performance based
compensation under Section 162(m) will be subject to any additional limitations set forth in the
Code (including any amendment to Section 162(m) or any regulations and ruling issued thereunder
that are requirements for qualification as qualified performance-based compensation as described in
Section 162(m), and the Plan will be deemed amended to the extent necessary to conform to such
requirements.



11. STANDARD FORMS OF AWARD AGREEMENT.



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



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



12. CHANGE IN CONTROL.



12.1 Definitions.



(a) An “Ownership Change Event” shall be deemed to have occurred if any of the following
occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or
series of related transactions by the stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company
(other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a
liquidation or dissolution of the Company.



(b) A “Change in Control” shall mean an Ownership Change Event or a series of related
Ownership Change Events (collectively, a “ Transaction ” ) in which the stockholders of the
Company immediately before the Transaction do not retain immediately after the Transaction, in
substantially the same proportions as their ownership of shares of the Company’s voting stock
immediately before the Transaction, direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding voting securities of the
Company or, in the case of an Ownership Change Event described in Section 12.1(a)(iii), the entity
to which the assets of the Company were transferred (the “ Transferee ” ), as the case may be. For
purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more
corporations or other business entities which own the Company or the Transferee, as the case may
be, either directly or through one or more subsidiary corporations or other business entities. The
Board shall have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive.



12.2 Effect of Change in Control on Options and SARs.



(a) Accelerated Vesting. Notwithstanding any other provision of the Plan to the contrary, the
Board, in its sole discretion, may provide in any Award Agreement or, in the event of a Change in
Control, may take such actions as it deems appropriate to provide for the acceleration of the
exercisability and vesting in connection with such Change in Control of any or all outstanding
Options and SARs and shares acquired upon the exercise of such Options and SARs upon such
conditions and to such extent as the Board shall determine.



(b) Assumption or Substitution. In the event of a Change in Control, the Acquiring Corporation
may, without the consent of the Participant, either assume the Company’s rights and obligations
under outstanding Options and SARs or substitute for outstanding Options and SARs substantially
equivalent options and stock appreciation rights for the Acquiring Corporation’s stock. In the
event that the Acquiring Corporation elects not to assume or substitute for outstanding Options and
SARs in connection with a Change in Control, or if the Acquiring Corporation is not a “publicly
held corporation” within the meaning of Section 162(m), the exercisability and vesting of each such
outstanding Option, SAR and any shares acquired upon the exercise thereof held by a Participant
whose Service has not terminated prior to such date shall be accelerated, effective as of the date
ten (10) days prior to the date of the Change in Control. The exercise or vesting of any Option,
SAR and any shares acquired upon the exercise thereof that was permissible solely by reason of this
Section 12.2 and the provisions of such applicable Award Agreement shall be conditioned upon the
consummation of the Change in Control. Any Options and SARs which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised
as of the date of the Change in Control shall terminate and cease to be outstanding effective as of
the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of
an Option prior to the Change in Control and any consideration received pursuant to the Change in
Control with respect to such shares shall continue to be subject to all applicable provisions of
the applicable Award Agreement evidencing such Option or SAR except as otherwise provided in such
applicable Award Agreement. Furthermore, notwithstanding the foregoing, if the corporation the
stock of which is subject to the outstanding Options and SARs immediately prior to an Ownership
Change Event described in Section 12.1(a)(i) constituting a Change in Control is the surviving or
continuing corporation and immediately after such Ownership Change Event less than fifty percent
(50%) of the total combined voting power of its voting stock is held by another corporation or by
other corporations that are members of an affiliated group within the meaning of Section 1504(a) of
the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options
and SARs shall not terminate unless the Board otherwise provides in its discretion.



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



12.3 Effect of Change in Control on Restricted Stock and Other Type of Awards. The Board may,
in its discretion, provide in any Award Agreement evidencing a Restricted Stock or Other Type of
Award that, in the event of a Change in Control, the lapsing of any applicable Vesting Condition,
Restriction Period or Performance Goal applicable to the shares subject to such Award held by a
Participant whose Service has not terminated prior to the Change in Control shall be accelerated
and/or waived effective immediately prior to the consummation of the Change in Control to such
extent as specified in such Award Agreement. Any acceleration, waiver or the lapsing of any
restriction that was permissible solely by reason of this Section 12.3 and the provisions of such
Award Agreement shall be conditioned upon the consummation of the Change in Control.



13. PROVISION OF INFORMATION.



Each Participant shall be given access to information concerning the Company equivalent to
that information generally made available to the Company’s common stockholders.



14. COMPLIANCE WITH SECURITIES LAW.



The grant of Options and the issuance of shares of Stock upon exercise of Options shall
be subject to compliance with all applicable requirements of federal, state and foreign law with
respect to such securities. Options may not be exercised if the issuance of shares of Stock upon
exercise would constitute a violation of any applicable federal, state or foreign securities laws
or other law or regulations or the requirements of any stock exchange or market system upon which
the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with
respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel
to the Company, the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the Securities Act. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares hereunder shall relieve the Company of any liability in respect of the failure to issue or
sell such shares as to which such requisite authority shall not have been obtained. As a condition
to the exercise of any Option, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.



15. TAX WITHHOLDING.



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



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



16. TERMINATION OR AMENDMENT OF PLAN.



The Board may terminate or amend the Plan at any time. However, subject to changes in
applicable law, regulations or rules that would permit otherwise, without the approval of the
Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of
Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2),
(b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other
amendment of the Plan that would require approval of the Company’s stockholders under any
applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then
outstanding Option unless expressly provided by the Board. In any event, no termination or
amendment of the Plan may adversely affect any then outstanding Option without the consent of the
Participant, unless such termination or amendment is required to enable an Option designated as an
Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any
applicable law, regulation or rule.



17. STOCKHOLDER APPROVAL.



The Plan or any increase in the maximum aggregate number of shares of Stock issuable
thereunder as provided in Section 4.1 (the “ Authorized Shares ” ) shall be approved by the
stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board.
Options granted prior to stockholder approval of the Plan or in excess of the Authorized Shares
previously approved by the stockholders shall become exercisable no earlier than the date of
stockholder approval of the Plan or such increase in the Authorized Shares, as the case may be.




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