Registrant's 2003 Equity Incentive Plan




 Exhibit 10.3 
  
 PALMSOURCE, INC. 
  
 2003 EQUITY INCENTIVE PLAN 
  
  










 TABLE OF CONTENTS 
  

	 	  	Page


	 SECTION 1 BACKGROUND AND PURPOSE
	  	1
			
	 1.1
	  	Background	  	1
	 1.2
	  	Purpose of the Plan	  	1
		
	 SECTION 2 DEFINITIONS
	  	1
			
	 2.1
	  	“1934 Act”	  	1
	 2.2
	  	“Affiliate”	  	1
	 2.3
	  	“Affiliated SAR”	  	1
	 2.4
	  	“Annual Revenue”	  	1
	 2.5
	  	“Award”	  	1
	 2.6
	  	“Award Agreement”	  	2
	 2.7
	  	“Board” or “Board of Directors”	  	2
	 2.8
	  	“Cash Position” means the Company’s level of cash and cash equivalents	  	2
	 2.9
	  	“Code”	  	2
	 2.10
	  	“Committee”	  	2
	 2.11
	  	“Company” means PalmSource, Inc	  	2
	 2.12
	  	“Consultant”	  	2
	 2.13
	  	“Director”	  	2
	 2.14
	  	“Disability”	  	2
	 2.15
	  	“Earnings Per Share”	  	2
	 2.16
	  	“Employee”	  	2
	 2.17
	  	“Exchange Program”	  	2
	 2.18
	  	“Exercise Price”	  	3
	 2.19
	  	“Fair Market Value”	  	3
	 2.20
	  	“Fiscal Year”	  	3
	 2.21
	  	“Freestanding SAR”	  	3
	 2.22
	  	“Grant Date”	  	3
	 2.23
	  	“Incentive Stock Option”	  	3
	 2.24
	  	“Individual Objectives”	  	3
	 2.25
	  	“Net Income”	  	3
	 2.26
	  	“Nonemployee Director”	  	3
	 2.27
	  	“Nonqualified Stock Option”	  	3
	 2.28
	  	“Operating Cash Flow”	  	3
	 2.29
	  	“Operating Income”	  	3
	 2.30
	  	“Option”	  	3
	 2.31
	  	“Participant”	  	3
	 2.32
	  	“Performance Goals”	  	4
	 2.33
	  	“Performance Share”	  	4
	 2.34
	  	“Performance Unit”	  	4
	 2.35
	  	“Period of Restriction”	  	4
	 2.36
	  	“Plan”	  	4
	 2.37
	  	“Registration Date”	  	4

  

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 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	Page


	 2.38
	  	“Restricted Stock”	  	4
	 2.39
	  	“ Return on Assets”	  	4
	 2.40
	  	“Return on Equity”	  	4
	 2.41
	  	“Return on Sales”	  	4
	 2.42
	  	“Rule 16b-3”	  	4
	 2.43
	  	“Section 16 Person”	  	4
	 2.44
	  	“Shares”	  	4
	 2.45
	  	“Stock Appreciation Right” or “SAR”	  	5
	 2.46
	  	“Subsidiary”	  	5
	 2.47
	  	“Tandem SAR”	  	5
	 2.48
	  	“Termination of Service”	  	5
	 2.49
	  	“Total Shareholder Return”	  	5
		
	 SECTION 3 ADMINISTRATION
	  	5
			
	 3.1
	  	The Committee	  	5
	 3.2
	  	Authority of the Committee	  	5
	 3.3
	  	Delegation by the Committee	  	6
	 3.4
	  	Decisions Binding	  	6
		
	 SECTION 4 SHARES SUBJECT TO THE PLAN
	  	6
			
	 4.1
	  	Number of Shares	  	6
	 4.2
	  	Lapsed Awards	  	6
	 4.3
	  	Adjustments in Awards and Authorized Shares	  	6
		
	 SECTION 5 STOCK OPTIONS
	  	7
			
	 5.1
	  	Grant of Options	  	7
	 5.2
	  	Award Agreement	  	7
	 5.3
	  	Exercise Price	  	7
	 5.4
	  	Expiration of Options	  	7
	 5.5
	  	Exercisability of Options	  	8
	 5.6
	  	Payment	  	8
	 5.7
	  	Restrictions on Share Transferability	  	8
	 5.8
	  	Certain Additional Provisions for Incentive Stock Options	  	8
		
	 SECTION 6 STOCK APPRECIATION RIGHTS
	  	9
			
	 6.1
	  	Grant of SARs	  	9
	 6.2
	  	Exercise of Tandem SARs	  	9
	 6.3
	  	Exercise of Affiliated SARs	  	10
	 6.4
	  	Exercise of Freestanding SARs	  	10
	 6.5
	  	SAR Agreement	  	10
	 6.6
	  	Expiration of SARs	  	10
	 6.7
	  	Payment of SAR Amount	  	10
		
	 SECTION 7 RESTRICTED STOCK
	  	10

  

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 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	Page


	 7.1
	  	Grant of Restricted Stock	  	10
	 7.2
	  	Restricted Stock Agreement	  	10
	 7.3
	  	Transferability	  	10
	 7.4
	  	Other Restrictions	  	11
	 7.5
	  	Removal of Restrictions	  	11
	 7.6
	  	Voting Rights	  	11
	 7.7
	  	Dividends and Other Distributions	  	11
	 7.8
	  	Return of Restricted Stock to Company	  	12
		
	 SECTION 8 PERFORMANCE UNITS AND PERFORMANCE SHARES
	  	12
			
	 8.1
	  	Grant of Performance Units/Shares	  	12
	 8.2
	  	Value of Performance Units/Shares	  	12
	 8.3
	  	Performance Objectives and Other Terms	  	12
	 8.4
	  	Earning of Performance Units/Shares	  	12
	 8.5
	  	Form and Timing of Payment of Performance Units/Shares	  	13
	 8.6
	  	Cancellation of Performance Units/Shares	  	13
		
	 SECTION 9 NONEMPLOYEE DIRECTOR OPTIONS
	  	13
			
	 9.1
	  	Granting of Options	  	13
	 9.2
	  	Terms of Options	  	13
		
	 SECTION 10 MISCELLANEOUS
	  	14
			
	 10.1
	  	Deferrals	  	14
	 10.2
	  	No Effect on Employment or Service	  	14
	 10.3
	  	Participation	  	14
	 10.4
	  	Indemnification	  	14
	 10.5
	  	Successors	  	15
	 10.6
	  	Beneficiary Designations	  	15
	 10.7
	  	Limited Transferability of Awards	  	15
	 10.8
	  	No Rights as Stockholder	  	15
		
	 SECTION 11 AMENDMENT, TERMINATION, AND DURATION
	  	16
			
	 11.1
	  	Amendment, Suspension, or Termination	  	16
	 11.2
	  	Duration of the Plan	  	16
		
	 SECTION 12 TAX WITHHOLDING
	  	16
			
	 12.1
	  	Withholding Requirements	  	16
	 12.2
	  	Withholding Arrangements	  	16
		
	 SECTION 13 LEGAL CONSTRUCTION
	  	16
			
	 13.1
	  	Gender and Number	  	16
	 13.2
	  	Severability	  	16
	 13.3
	  	Requirements of Law	  	17
	 13.4
	  	Securities Law Compliance	  	17

  

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 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	Page


	 13.5
	  	Governing Law	  	17
	 13.6
	  	Captions	  	17
		
	 EXECUTION
	  	19

  
  

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 PALMSOURCE, INC. 
 2003 EQUITY INCENTIVE PLAN 
  
 PALMSOURCE, INC., hereby establishes the PalmSource, Inc. 2003 Equity Incentive Plan, effective as of
                                    , 2003. 
  
 SECTION 1 
 BACKGROUND AND PURPOSE 
  
 1.1 Background. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Performance Units, and Performance Shares. 
  
 1.2 Purpose of the Plan. The Plan is intended to attract, motivate,
and retain (a) employees of the Company and its Affiliates, (b) consultants who provide significant services to the Company and its Affiliates, and (c) directors of the Company who are employees of neither the Company nor any Affiliate. The Plan
also is designed to encourage stock ownership by Participants, thereby aligning their interests with those of the Company’s shareholders. 
  
 SECTION 2 
 DEFINITIONS 
  
 The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context: 
  
 2.1
“1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 
  
 2.2 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling,
controlled by, or under common control with the Company. 
  
 2.3
“Affiliated SAR” means an SAR that is granted in connection with a related Option, and which automatically will be deemed to be exercised at the same time that the related Option is exercised. 
  
 2.4 “Annual Revenue” means the Company’s or a business
unit’s net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the Committee shall determine whether any significant item(s) shall be excluded or
included from the calculation of Annual Revenue with respect to one or more Participants. 
  
 2.5 “Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Performance Units, or Performance Shares.

  










 2.6 “Award Agreement” means the written agreement setting forth the terms and provisions
applicable to each Award granted under the Plan. 
  
 2.7
“Board” or “Board of Directors” means the Board of Directors of the Company. 
  
 2.8 “Cash Position” means the Company’s level of cash and cash equivalents. 
  
 2.9 “Code” means the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation. 
  
 2.10 “Committee” means the Board or a committee appointed by the Board (pursuant to Section 3.1) to administer the Plan. 
  
 2.11 “Company” means PalmSource, Inc., a Delaware corporation, or any successor thereto. With respect to the definitions of the
Performance Goals, the Committee may determine that “Company” means PalmSource, Inc. and its consolidated subsidiaries. 
  
 2.12 “Consultant” means any consultant, independent contractor, or other person who provides significant services to the Company or its
Affiliates, but who is neither an Employee nor a Director. 
  
 2.13 “Director” means any individual who is a member of the Board of Directors of the Company. 
  
 2.14 “Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, provided that in the case of
Awards other than Incentive Stock Options, the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.

  
 2.15 “Earnings Per Share” means as to any
Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted
accounting principles. 
  
 2.16 “Employee” means
any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. 
  
 2.17 “Exchange Program” means a program under which (a) outstanding Awards are surrendered or cancelled in
exchange for Awards of the same type (which may have lower Exercise Prices or purchase prices), Awards of a different type, and/or cash, (b) the Exercise Price of an outstanding Option is reduced, and/or (c) the Exercise Price of an outstanding SAR
is reduced. The terms and conditions of any Exchange Program shall be determined by the Committee in its sole discretion. 
  

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 2.18 “Exercise Price” means the price at which a Share may be purchased by a Participant
pursuant to the exercise of an Option. 
  
 2.19 “Fair
Market Value” means the last quoted per share selling price for Shares on the relevant date, or if there were no sales on such date, the arithmetic mean of the highest and lowest quoted selling prices on the nearest day before and the
nearest day after the relevant date, as determined by the Committee. Notwithstanding the preceding, for federal, state, and local income tax reporting purposes, fair market value shall be determined by the Committee (or its delegate) in accordance
with uniform and nondiscriminatory standards adopted by it from time to time. 
  
 2.20 “Fiscal Year” means the fiscal year of the Company. 
  
 2.21 “Freestanding SAR” means a SAR that is granted independently of any Option. 
  
 2.22 “Grant Date” means, with respect to an Award, the date
that the Award was granted. 
  
 2.23 “Incentive Stock
Option” means an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code. 
  
 2.24 “Individual Objectives” means as to a Participant, the objective and measurable goals set by a
“management by objectives” process and approved by the Committee (in its discretion). 
  
 2.25 “Net Income” means as to any Fiscal Year, the income after taxes of the Company for the Fiscal Year determined in accordance with
generally accepted accounting principles, provided that prior to the Fiscal Year, the Committee shall determine whether any significant item(s) shall be included or excluded from the calculation of Net Income with respect to one or more
Participants. 
  
 2.26 “Nonemployee Director”
means a Director who is an employee of neither the Company nor of any Affiliate. 
  
 2.27 “Nonqualified Stock Option” means an option to purchase Shares which is not intended to be an Incentive Stock Option. 
  
 2.28 “Operating Cash Flow” means the Company’s or a business unit’s sum of Net Income plus
depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers
and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. 
  
 2.29 “Operating Income” means the Company’s or a business unit’s income from operations but excluding any unusual items,
determined in accordance with generally accepted accounting principles. 
  
 2.30 “Option” means an Incentive Stock Option or a Nonqualified Stock Option. 
  
 2.31 “Participant” means an Employee, Consultant, or Nonemployee Director who has an outstanding Award. 
  

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 2.32 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the
Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the
following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Individual Objectives, (e) Net Income, (f) Operating Cash Flow, (g) Operating Income, (h) Return on Assets, (i) Return on Equity, (j) Return on Sales, and (k)
Total Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. 
  
 2.33 “Performance Share” means an Award granted to a Participant pursuant to Section 8. 
  
 2.34 “Performance Unit” means an Award granted to a
Participant pursuant to Section 8. 
  
 2.35 “Period of
Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 7, such restrictions may be
based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Committee, in its discretion. 
  
 2.36 “Plan” means the PalmSource, Inc. 2003 Equity Incentive Plan, as set forth in this instrument and as
hereafter amended from time to time. 
  
 2.37
“Registration Date” means the effective date of the first registration statement which is filed by the Company and declared effective pursuant to Section 12(g) of the 1934 Act, with respect to any class of the Company’s
securities. 
  
 2.38 “Restricted Stock” means an
Award granted to a Participant pursuant to Section 7. 
  
 2.39
“Return on Assets” means the percentage equal to the Company’s or a business unit’s Operating Income before incentive compensation, divided by average net Company or business unit, as applicable, assets, determined in
accordance with generally accepted accounting principles. 
  
 2.40
“Return on Equity” means the percentage equal to the Company’s Net Income divided by average stockholder’s equity, determined in accordance with generally accepted accounting principles. 
  
 2.41 “Return on Sales” means the percentage equal to the
Company’s or a business unit’s Operating Income before incentive compensation, divided by the Company’s or the business unit’s, as applicable, revenue, determined in accordance with generally accepted accounting principles.

  
 2.42 “Rule 16b-3” means Rule 16b-3
promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation. 
  
 2.43 “Section 16 Person” means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act. 
  
 2.44 “Shares” means the shares of common stock of the
Company. 
  

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 2.45 “Stock Appreciation Right” or “SAR” means an Award, granted alone
or in connection with a related Option, that pursuant to Section 6 is designated as an SAR. 
  
 2.46 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 2.47 “Tandem SAR” means an SAR that is granted in connection with a related Option, the exercise of which shall require forfeiture of the
right to purchase an equal number of Shares under the related Option (and when a Share is purchased under the Option, the SAR shall be canceled to the same extent). 
  
 2.48 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer
relationship between the Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or the disaffiliation of an Affiliate, but excluding any such
termination where there is a simultaneous reemployment by the Company or an Affiliate; (b) in the case of a Consultant, a cessation of the service relationship between the Consultant and the Company or an Affiliate for any reason, including, but not
by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-engagement of the consultant by the Company or an Affiliate;
and (c) in the case of a Nonemployee Director, a cessation of the Director’s service on the Board for any reason, including, but not by way of limitation, a termination by resignation, death, Disability or non-reelection to the Board.

  
 2.49 “Total Shareholder Return” means the
total return (change in share price plus reinvestment of any dividends) of a Share. 
  
 SECTION 3 
 ADMINISTRATION 
  
 3.1 The Committee. The Plan shall be administered by the Committee. If the Committee is not the Board then the
Committee shall consist of not less than two (2) Directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. If the Committee is not the Board then the Committee shall be comprised solely of
Directors who both are (a) “non-employee directors” under Rule 16b-3, and (b) ”outside directors” under Section 162(m) of the Code. 
  
 3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The
Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees, Consultants and Directors shall be granted
Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees and Directors who are
foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent 
  


 5 









 therewith, (f) effect, at any time and from time to time, an Exchange Program, and (g) interpret, amend or revoke any
such rules. 
  
 3.3 Delegation by the Committee. The
Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company; provided, however, that the Committee
may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Section 162(m) of the Code or Rule 16b-3. 
  
 3.4 Decisions Binding. All determinations and decisions made by the
Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law. 
  
 SECTION 4 
 SHARES SUBJECT TO THE PLAN 
  
 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the total number of Shares available for grant under the Plan shall not exceed 3,626,294 Shares, plus an annual increase to be added on
January 1st of each year beginning in the 2005 calendar year, equal to the lesser of (a) 1,000,000 Shares, (b) 5% of
the outstanding Shares on the immediately preceding date, or (c) an amount determined by the Board. The 3,626,294 Shares available for grant under the Plan shall include (x) Shares which have been reserved but not granted under the Company’s
2001 Stock Plan (the “2001 Plan”), as of the Registration Date, plus (y) Shares returned to the 2001 Plan as a result of termination of options or the repurchases of unvested Shares issued under the 2001 Plan, on or after the Registration
Date. Shares granted under the Plan may be either authorized but unissued Shares or treasury Shares. 
  
 4.2 Lapsed Awards. If an Award is settled in cash, or is cancelled, terminates, expires, or lapses for any reason (with the exception of the
termination of a Tandem SAR upon exercise of the related Option, or the termination of a related Option upon exercise of the corresponding Tandem SAR), any Shares subject to such Award again shall be available to be the subject of an Award.

  
 4.3 Adjustments in Awards and Authorized Shares. In the
event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Committee (in its sole discretion) to be
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and class of Shares
which may be delivered under the Plan, the number and class of Shares which may be added annually to the Shares reserved under the Plan, the number, class, and price of Shares subject to outstanding Awards, and the numerical limits of Sections 5.1,
6.1, 7.1, 8.1 and 9.1. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number. 
  

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 SECTION 5 
 STOCK OPTIONS 
  
 5.1 Grant of
Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Consultants and Directors at any time and from time to time as determined by the Committee in its sole discretion. The Committee, in its sole
discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options covering more than 600,000 Shares. Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted Options to purchase up to an additional 200,000 Shares. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof. 

 
 5.2 Award Agreement. Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to exercise the Option, and such other terms and conditions as the Committee, in its discretion,
shall determine. The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. 
  
 5.3 Exercise Price. Subject to the provisions of this Section 5.3, the Exercise Price for each Option shall be determined by the Committee in its
sole discretion. 
  
 5.3.1 Nonqualified Stock Options. In
the case of a Nonqualified Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value
of a Share on the Grant Date. 
  
 5.3.2 Incentive Stock
Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together
with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the
Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date. 
  
 5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in the event that the Company or an Affiliate consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees, Directors or Consultants on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with Section 424(a) of the Code, may determine that such substitute Options shall have an
exercise price less than one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. 
  
 5.4 Expiration of Options 
  
 5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events: 
  

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 (a) The date for termination of the Option set forth in the written Award Agreement, or 
  
 (b) If no date for the termination of the Option is set forth in the written
Award Agreement (other than reference to Section 5.4.1(c)), the expiration of three (3) months from the date of the Participant’s Termination of Service for any reason; or 
  
 (c) The expiration of ten (10) years from the Grant Date. 
  
 5.4.2 Committee Discretion. Subject to the limits of Section 5.4.1, the Committee, in its sole discretion, (a) shall
provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option (subject to Section 5.8.4 regarding Incentive Stock Options). 
  
 5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.

  
 5.6 Payment. Options shall be exercised by the
Participant’s delivery of a written notice of exercise to the Secretary of the Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

  
 Upon the exercise of any Option, the Exercise Price shall be
payable to the Company in full in cash or its equivalent. The Committee, in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total
Exercise Price, or (b) by any other means which the Committee, in its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. 
  
 As soon as practicable after receipt of a written notification of exercise
and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such Shares. 
  
 5.7 Restrictions on Share Transferability. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange
or system upon which Shares are then listed or traded, or any blue sky or state securities laws. 
  
 5.8 Certain Additional Provisions for Incentive Stock Options 
  
 5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000. 
  

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 5.8.2 Termination of Service. No Incentive Stock Option may be exercised more than three (3)
months after the Participant’s Termination of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and/or (b) the Award Agreement or the Committee permits later exercise. No
Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service on account of death or Disability, unless the Award Agreement or the Committee permit later exercise. 
  
 5.8.3 Company and Subsidiaries Only. Incentive Stock Options may be
granted only to persons who are employees of the Company or a Subsidiary on the Grant Date. 
  
 5.8.4 Expiration. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date; provided, however, that if the Option is granted to an Employee who, together with
persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, the
Option may not be exercised after the expiration of five (5) years from the Grant Date. 
  
 SECTION 6 
 STOCK APPRECIATION RIGHTS 
  
 6.1 Grant of SARs. Subject to the terms and conditions of the Plan, an SAR may be granted to Employees, Directors and
Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. 
  
 6.1.1 Number of Shares. The Committee shall have complete discretion
to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 200,000 Shares. 
  
 6.1.2 Exercise Price and Other Terms. The Committee, subject to the provisions of the Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under the Plan. However, the exercise price of a Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. The exercise
price of Tandem or Affiliated SARs shall equal the Exercise Price of the related Option. 
  
 6.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A
Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Option: (a) the Tandem SAR shall expire no later than the
expiration of the underlying Incentive Stock Option; (b) the value of the payout with respect to the Tandem SAR shall be for no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying Incentive Stock
Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR shall be exercisable only when the Fair Market Value of the Shares subject to the
Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. 
  

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 6.3 Exercise of Affiliated SARs. An Affiliated SAR shall be deemed to be exercised upon the
exercise of the related Option. The deemed exercise of an Affiliated SAR shall not necessitate a reduction in the number of Shares subject to the related Option. 
  
 6.4 Exercise of Freestanding SARs. Freestanding SARs shall be exercisable on such terms and conditions as the
Committee, in its sole discretion, shall determine. 
  
 6.5 SAR
Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, shall
determine. 
  
 6.6 Expiration of SARs. An SAR granted under
the Plan shall expire upon the date determined by the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4 also shall apply to SARs. 
  
 6.7 Payment of SAR Amount. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by multiplying: 
  
 (a) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times 
  
 (b) The number of Shares with respect to which the SAR is exercised. 
  
 At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some
combination thereof. 
  
 SECTION 7 
 RESTRICTED STOCK 
  
 7.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Employees, Directors and Consultants in such amounts as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Shares to be granted to each Participant,
provided that during any Fiscal Year, no Participant shall receive more than 600,000 Shares of Restricted Stock. 
  
 7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow
agent until the restrictions on such Shares have lapsed. 
  
 7.3
Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 
  

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 7.4 Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions
on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 7.4. 
  
 7.4.1 General Restrictions. The Committee may set restrictions based upon the achievement of specific performance objectives (Company-wide,
divisional, or individual), applicable federal or state securities laws, or any other basis determined by the Committee in its discretion. 
  
 7.4.2 Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as “performance-based compensation”
under Section 162(m) of the Code, the Committee, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the
Restricted Stock to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures
determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under Section 162(m) of the Code (e.g., in determining the Performance Goals). 
  
 7.4.3 Legend on Certificates. The Committee, in its discretion, may
legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend:

  
 “The sale or other transfer of the shares
of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the PalmSource, Inc. 2003 Equity Incentive Plan, and in a Restricted Stock Agreement. A
copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of PalmSource, Inc.” 
  
 7.5 Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the
restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 7.4.3 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant. 
  
 7.6 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Committee determines otherwise. 
  
 7.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to
receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 
  

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 7.8 Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. 
  
 SECTION 8 
 PERFORMANCE UNITS AND PERFORMANCE
SHARES 
  
 8.1 Grant of Performance Units/Shares.
Performance Units and Performance Shares may be granted to Employees, Directors and Consultants at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in
determining the number of Performance Units and Performance Shares granted to each Participant provided that during any Fiscal Year, (a) no Participant shall receive Performance Units having an initial value greater than $1,000,000, and (b) no
Participant shall receive more than 200,000 Performance Shares. 
  
 8.2 Value of Performance Units/Shares. Each Performance Unit shall have an initial value that is established by the Committee on or before the Grant Date. Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the Grant Date. 
  
 8.3 Performance
Objectives and Other Terms. The Committee shall set performance objectives in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the
Participants. The time period during which the performance objectives must be met shall be called the “Performance Period.” Each Award of Performance Units/Shares shall be evidenced by an Award Agreement that shall specify the Performance
Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 
  
 8.3.1 General Performance Objectives. The Committee may set performance objectives based upon the achievement of Company-wide, divisional, or
individual goals, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion. 
  
 8.3.2 Section 162(m) Performance Objectives. For purposes of qualifying grants of Performance Units/Shares as “performance-based
compensation” under Section 162(m) of the Code, the Committee, in its discretion, may determine that the performance objectives applicable to Performance Units/Shares shall be based on the achievement of Performance Goals. The Performance Goals
shall be set by the Committee on or before the latest date permissible to enable the Performance Units/Shares to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Performance Units/Shares which are
intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units/Shares under Section 162(m) of the
Code (e.g., in determining the Performance Goals). 
  
 8.4
Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved. 
  

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 After the grant of a Performance Unit/Share, the Committee, in its sole discretion, may reduce or waive
any performance objectives for such Performance Unit/Share. 
  
 8.5 Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. The Committee, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a
combination thereof. 
  
 8.6 Cancellation of Performance
Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares shall be forfeited to the Company, and again shall be available for grant under the Plan. 
  
 SECTION 9 
 NONEMPLOYEE DIRECTOR OPTIONS 
  
 9.1 Granting of Options. 
  
 9.1.1 Initial Grants. Each Nonemployee Director who first becomes a Nonemployee Director on or after the effective date of this Plan, automatically shall receive, as of the date that the individual first is appointed or elected as a
Nonemployee Director, an Option to purchase 20,000 Shares. 
  
 9.1.2 Ongoing Grants. Beginning in the 2004 Fiscal Year, each Nonemployee Director who both (a) is a Nonemployee Director on the last business day of a Fiscal Year, and (b) has served as a Nonemployee Director for the entire Fiscal
Year which includes such last business day, automatically shall receive, as of such last business day only, an Option to purchase 10,000 Shares. 
  
 9.2 Terms of Options. 
  
 9.2.1 Option Agreement. Each Option granted pursuant to this Section 9 shall be evidenced by a written Award Agreement between the Participant and
the Company. 
  
 9.2.2 Exercise Price. The Exercise Price
for the Shares subject to each Option granted pursuant to this Section 9 shall be 100% of the Fair Market Value of such Shares on the Grant Date. 
  
 9.2.3 Exercisability. 
  
 (a) Each Option granted pursuant to Section 9.1.1 shall become exercisable as to twenty-five percent (25%) of the Shares on the first anniversary of the
Grant Date, and as to an additional twenty-five percent (25%) of the Shares on each succeeding anniversary until 100% of the Shares subject to such Option have become exercisable. 
  
 (b) Each Option granted pursuant to Section 9.1.2 shall become exercisable as to one-hundred percent (100%) of the Shares
on the first anniversary of the Grant Date. 
  

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 Notwithstanding the preceding, once a Participant ceases to be a Director, his or her Options which are not then
exercisable shall never become exercisable and shall be immediately forfeited, except to the limited extent provided in Section 9.2.5. 
  
 9.2.4 Expiration of Options. Each Option granted pursuant to this Section 9 shall terminate upon the first to occur of the following events:

  
 (a) The expiration of ten (10) years from the Grant Date; or

  
 (b) The expiration of three (3) months from the date of the
Participant’s Termination of Service for any reason other than the Participant’s death or Disability; or 
  
 (c) The expiration of one (1) year from the date of the Participant’s Termination of Service by reason of Disability. 
  
 9.2.5 Death of Participant. Notwithstanding the provisions of Section
9.2.4, if a Participant dies prior to the expiration of his or her Options in accordance with Section 9.2.4, then (a) one hundred percent (100%) of the Shares covered by his or her Options shall immediately become one hundred percent (100%)
exercisable, and (b) his or her Options shall terminate one (1) year after the date of his or her death. 
  
 9.2.6 Not Incentive Stock Options. Options granted pursuant to this Section 9 shall not be designated as Incentive Stock Options. 
  
 9.2.7 Other Terms. All provisions of the Plan not inconsistent with
this Section 9 shall apply to Options granted to Nonemployee Directors pursuant to this Section 9. 
  
 SECTION 10 
 MISCELLANEOUS 
  
 10.1 Deferrals. The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of
cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion. 
  
 10.2 No Effect on Employment or Service. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any
one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. 
  
 10.3 Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award. 
  
 10.4 Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a 
  

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 party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award
Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or
hold them harmless. 
  
 10.5 Successors. All obligations of
the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business or assets of the Company. 
  
 10.6 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each
such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the
Participant’s estate. 
  
 10.7 Limited Transferability of
Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 10.6. All
rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, the Participant may, in a manner specified by the Committee, (a) transfer a Nonqualified
Stock Option to a Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights, and (b) transfer a
Nonqualified Stock Option by bona fide gift and not for any consideration, to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the
Participant’s immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family, or (iv) a foundation in which the
Participant an/or member(s) of the Participant’s immediate family control the management of the foundation’s assets. 
  
 10.8 No Rights as Stockholder. Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any
of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary). 
  

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 SECTION 11 
 AMENDMENT, TERMINATION, AND DURATION 
  
 11.1 Amendment, Suspension, or Termination. The Board or Committee, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of
the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

  
 11.2 Duration of the Plan. The Plan shall be effective
as of                 , 2003, and subject to Section 11.1 (regarding the Board’s and the Committee’s right to amend or terminate the Plan), shall remain
in effect until the earlier of July 31, 2013 or ten (10) years following the date the Plan is approved by the stockholders of the Company. 
  
 SECTION 12 
 TAX WITHHOLDING 
  
 12.1 Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the
Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 
  
 12.2 Withholding Arrangements. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to
the amount required to be withheld. The amount of the withholding requirement shall be deemed to include any amount which the Committee agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be
determined as of the date that the taxes are required to be withheld. 
  
 SECTION 13 
 LEGAL CONSTRUCTION 
  
 13.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural
shall include the singular and the singular shall include the plural. 
  
 13.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. 
  

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 13.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
  
 13.4 Securities Law Compliance. With respect to Section 16 Persons, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the
Committee. 
  
 13.5 Governing Law. The Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of the State of California. 
  
 13.6 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

  
  

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