Cell Therapeutics, Inc. 2003 Equity Incentive Plan



 EXHIBIT 10.1 
  
  
  
  
  
  
  
 CELL THERAPEUTICS, 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”	  	1
	 2.7  
	 	“Board” or “Board of Directors”	  	1
	 2.8  
	 	“Cash Position”	  	1
	 2.9  
	 	“Change in Control”	  	2
	 2.10
	 	“Code”	  	2
	 2.11
	 	“Committee”	  	2
	 2.12
	 	“Company”	  	2
	 2.13
	 	“Consultant”	  	2
	 2.14
	 	“Director”	  	2
	 2.15
	 	“Disability”	  	2
	 2.16
	 	“Earnings Per Share”	  	2
	 2.17
	 	“Employee”	  	2
	 2.18
	 	“Exercise Price”	  	2
	 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
	 	“Misconduct”	  	3
	 2.26
	 	“Net Income”	  	3
	 2.27
	 	“Nonemployee Director”	  	3
	 2.28
	 	“Nonqualified Stock Option”	  	3
	 2.29
	 	“Operating Cash Flow”	  	3
	 2.30
	 	“Operating Income”	  	3
	 2.31
	 	“Option”	  	4
	 2.32
	 	“Participant”	  	4
	 2.33
	 	“Performance Goals”	  	4
	 2.34
	 	“Period of Restriction”	  	4
	 2.35
	 	“Plan”	  	4
	 2.36
	 	“Restricted Stock”	  	4
	 2.37
	 	“Return on Assets”	  	4
	 2.38
	 	“Return on Equity”	  	4
	 2.39
	 	“Return on Sales”	  	4
	 2.40
	 	“Rule 16b-3”	  	4
	 2.41
	 	“Section 16 Person”	  	4
	 2.42
	 	“Shares”	  	4
	 2.43
	 	“Stock Appreciation Right” or “SAR”	  	4
	 2.44
	 	“Subsidiary”	  	4

  

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	 	 	 	  	Page


	 2.45
	 	“Tandem SAR”	  	4
	 2.46
	 	“Termination of Service”	  	5
	 2.47
	 	“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	  	5
	 3.4  
	 	Decisions Binding	  	5
			
	 SECTION 4
	 	SHARES SUBJECT TO THE PLAN	  	5
	 4.1  
	 	Number of Shares	  	5
	 4.2  
	 	Lapsed Awards	  	6
	 4.3  
	 	Adjustments in Awards and Authorized Shares	  	6
			
	 SECTION 5
	 	STOCK OPTIONS	  	6
	 5.1  
	 	Grant of Options	  	6
	 5.2  
	 	Award Agreement	  	6
	 5.3  
	 	Exercise Price	  	6
	 5.4  
	 	Expiration of Options	  	7
	 5.5  
	 	Exercisability of Options	  	7
	 5.6  
	 	Payment	  	7
	 5.7  
	 	Restrictions on Share Transferability	  	7
	 5.8  
	 	Certain Additional Provisions for Incentive Stock Options	  	7
			
	 SECTION 6
	 	STOCK APPRECIATION RIGHTS	  	8
	 6.1  
	 	Grant of SARs	  	8
	 6.2  
	 	Exercise of Tandem SARs	  	8
	 6.3  
	 	Exercise of Affiliated SARs	  	8
	 6.4  
	 	Exercise of Freestanding SARs	  	8
	 6.5  
	 	SAR Agreement	  	9
	 6.6  
	 	Expiration of SARs	  	9
	 6.7  
	 	Payment of SAR Amount	  	9
			
	 SECTION 7
	 	RESTRICTED STOCK	  	9
	 7.1  
	 	Grant of Restricted Stock	  	9
	 7.2  
	 	Restricted Stock Agreement	  	9
	 7.3  
	 	Transferability	  	9
	 7.4  
	 	Other Restrictions	  	9
	 7.5  
	 	Removal of Restrictions	  	10
	 7.6  
	 	Voting Rights	  	10
	 7.7  
	 	Dividends and Other Distributions	  	10
	 7.8  
	 	Return of Restricted Stock to Company	  	10
			
	 SECTION 8
	 	NONEMPLOYEE DIRECTOR OPTIONS	  	10
	 8.1  
	 	Granting of Options	  	10
	 8.2  
	 	Terms of Options	  	10
	 8.3  
	 	Elections by Nonemployee Directors	  	11
			
	 SECTION 9
	 	MISCELLANEOUS	  	11
	 9.1  
	 	Change in Control	  	11
	 9.2  
	 	Deferrals	  	12
	 9.3  
	 	No Effect on Employment or Service	  	12
	 9.4  
	 	Participation	  	12

  

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	 	 	 	  	Page


	 9.5  
	 	Limitations on Awards	  	13
	 9.6  
	 	Indemnification	  	13
	 9.7  
	 	Successors	  	13
	 9.8  
	 	Beneficiary Designations	  	13
	 9.9  
	 	Limited Transferability of Awards	  	13
	 9.10
	 	No Rights as Stockholder	  	13
			
	 SECTION 10
	 	AMENDMENT, TERMINATION, AND DURATION	  	13
	 10.1
	 	Amendment, Suspension, or Termination	  	13
	 10.2
	 	Duration of the Plan	  	14
			
	 SECTION 11
	 	TAX WITHHOLDING	  	14
	 11.1
	 	Withholding Requirements	  	14
	 11.2
	 	Withholding Arrangements	  	14
			
	 SECTION 12
	 	LEGAL CONSTRUCTION	  	14
	 12.1
	 	Gender and Number	  	14
	 12.2
	 	Severability	  	14
	 12.3
	 	Requirements of Law	  	14
	 12.4
	 	Securities Law Compliance	  	14
	 12.5
	 	Governing Law	  	14
	 12.6
	 	Captions	  	14

  
  

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 CELL THERAPEUTICS, INC. 
 2003 EQUITY INCENTIVE PLAN 
  
 CELL THERAPEUTICS, INC., hereby establishes the Cell Therapeutics, Inc. 2003 Equity Incentive Plan, effective as of June 20, 2003. 
  
 SECTION 1 
 BACKGROUND AND PURPOSE 
  
 1.1    Background.    The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, SARs and Restricted Stock. 
  
 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 or Restricted Stock. 
  
 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, cash equivalents and securities available-for-sale.

  

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 2.9    “Change in Control” means the occurrence of any of the
following events: 
  
 (a)    Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; 
  
 (b)    The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; 
  
 (c)    A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who
either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or 
  
 (d)    The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

  
 2.10    “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. 
  
 2.11    “Committee” means the Board or a committee appointed by the Board (pursuant to Section 3.1) to administer the Plan. 
  
 2.12    “Company” means Cell
Therapeutics, Inc., a Washington corporation, or any successor thereto. With respect to the definitions of the Performance Goals, the Committee may determine that “Company” means Cell Therapeutics, Inc. and its consolidated subsidiaries.

  
 2.13    “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. 
  
 2.14    “Director” means any individual who is a member of the Board of Directors of
the Company. 
  
 2.15    “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. 
  
 2.16    “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. 
  
 2.17    “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. 
  
 2.18    “Exercise Price” means the price at which a Share may be purchased by a
Participant pursuant to the exercise of an Option. 
  

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 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 closing bid on the relevant date. If there are neither bids nor sales on the relevant date, then the Fair Market Value shall mean the arithmetic mean of the highest
and lowest quoted selling prices on the last market trading day before 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    “Misconduct”
means, at any time within (a) the term of an Option granted hereunder, (b) within one (1) year after a Participant’s Termination of Service, or (c) within one (1) year after exercise of any portion of an Option granted hereunder, whichever is
the latest, the commission of any act in competition with any activity of the Company (or any Affiliate) or any act contrary or harmful to the interests of the Company (or any Affiliate), including, but not limited to: (a) conviction of a felony or
crime involving moral turpitude or dishonesty, (b) violation of Company (or any Affiliate) policies, (c) accepting employment with or serving as a consultant, advisor or in any other capacity to an entity that is in competition with or acting
against the interests of the Company (or any Affiliate), including employing or recruiting any present, former or future employee of the Company (or any Affiliate), (d) misuse of any trade or business secrets or confidential, secret, privileged, or
non-public information relating to the Company’s (or any Affiliate’s) business or breach of the Company’s Confidentiality Agreement, or (e) participating in a hostile takeover attempt of the Company. The foregoing definition shall not
be deemed to be inclusive of all acts or omissions that the Company (or any Affiliate) may consider as Misconduct for purposes of the Plan. 
  
 2.26    “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. 
  
 2.27    “Nonemployee Director” means a Director who is an employee of neither the Company nor of any Affiliate. 
  
 2.28    “Nonqualified Stock Option” means an option to purchase Shares which is not intended to be an Incentive Stock
Option. 
  
 2.29    “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. 
  
 2.30    “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. 
  

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 2.31    “Option” means an Incentive Stock Option or a Nonqualified
Stock Option. 
  
 2.32    “Participant” means an Employee, Consultant, or Nonemployee Director who has an outstanding Award. 
  
 2.33    “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. 
  
 2.34    “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.

  
 2.35    “Plan” means the
Cell Therapeutics, Inc. 2003 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time. 
  
 2.36    “Restricted Stock” means an Award granted to a Participant pursuant to Section 7. 
  
 2.37    “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. 
  
 2.38    “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. 
  
 2.39    “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. 
  
 2.40    “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation. 
  
 2.41    “Section 16 Person” means a
person who, with respect to the Shares, is subject to Section 16 of the 1934 Act. 
  
 2.42    “Shares” means the shares of common stock of the Company. 
  
 2.43    “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. 
  
 2.44    “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. 
  
 2.45    “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). 
  

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 2.46    “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. 
  
 2.47    “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 therewith, and (f) 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 (a) all or any part of its authority and powers under the Plan to one or more Directors, and (b) more
limited authority and powers under the Plan to one or more 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 (a) 1,150,000 Shares, plus (b) any Shares which have been reserved but not granted
under the Company’s 1994 Equity Incentive Plan as of the date of stockholder approval of the Plan; provided, however, that no more than 345,000 Shares shall be added to the Plan pursuant to subsection (b) above. Shares granted under the Plan
may be either authorized but unissued Shares or treasury Shares. 
  

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 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 8.1 and 9.5. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

  
 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 may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof, and the Committee,
in its sole discretion and subject to Section 9.5, shall determine the number of Shares subject to each Option. 
  
 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, 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 

  

 6 









	 	 
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: 
  
 (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)), (a) the expiration of twelve (12) months from the date of the Participant’s Termination of Service if such Termination of Service is a result of death or Disability, or (b) three (3) months from the date of the
Participant’s Termination of Service for any other 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 (such previously acquired Shares must have been held for the requisite
period necessary to avoid a charge to the Company’s earnings for the financial reporting purposes, unless otherwise determined by the Committee), 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, subject to the limitation in Section 9.5. 
  
 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. 
  
 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. 
  

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 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 and subject to Section 9.5,
shall determine the number of Shares to be granted to each Participant. 
  
 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. 
  
 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. 
  

 9 








 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. 
  
 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

 NONEMPLOYEE DIRECTOR OPTIONS 
  
 The provisions of this Section 8 are applicable only to Options granted to Nonemployee Directors. The provisions of Section 5 are applicable to Options
granted to Employees and Consultants (and to the extent provided in Section 8.2.6, to Options granted to Nonemployee Directors). 
  
 8.1    Granting of Options. 
  
 8.1.1    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, a fully vested Option to purchase 15,000 Shares (with such grant increased
to 20,000 Shares for the then current Chairman of the Board), or such lesser amount of Shares as is allowed pursuant to Section 9.5. 
  
 8.1.2    Ongoing Grants.    On each annual anniversary of each Non-Employee Director’s
immediately preceding election or appointment to the Board, such Non-Employee Director shall automatically be granted a fully vested Option to purchase 10,000 Shares (with such grant increased to 15,000 Shares for the then current Chairman of the
Board), or such lesser amount of Shares as is allowed pursuant to Section 9.5, provided that such Non-Employee Director is still a member of the Board. 
  
 8.2    Terms of Options. 
  
 8.2.1    Option Agreement.    Each Option granted pursuant to this Section 8 shall be
evidenced by a written Award Agreement between the Participant and the Company. 
  
 8.2.2    Exercise Price.    The Exercise Price for the Shares subject to each Option
granted pursuant to this Section 8 shall be 100% of the Fair Market Value of such Shares on the Grant Date. 
  
 8.2.3    Expiration of Options.    Each Option granted pursuant to this Section 8 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 
  

 10 








 (c)    The expiration of one (1) year from the date of the
Participant’s Termination of Service by reason of Disability. 
  
 8.2.4    Death of Participant.    Notwithstanding the provisions of Section 8.2.3, if a Participant dies prior to the expiration of his or her Options in accordance with
Section 8.2.3, then his or her Options shall terminate one (1) year after the date of his or her death. 
  
 8.2.5    Not Incentive Stock Options.    Options granted pursuant to this Section 8 shall
not be designated as Incentive Stock Options. 
  
 8.2.6    Other Terms.    All provisions of the Plan not inconsistent with this Section 8 shall apply to Options granted to Nonemployee Directors pursuant to this Section 8. 
  
 8.2.7    Substitute
Options.    Notwithstanding the provisions of Section 8.2.2, 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 Nonemployee Directors 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, shall determine the exercise price of such substitute Options. 
  
 8.3    Elections by Nonemployee Directors.    Pursuant to such procedures as the Committee (in its
discretion) may adopt from time to time, each Nonemployee Director may elect to forego receipt of all or a portion of the annual retainer, committee fees and meeting fees otherwise due to the Nonemployee Director in exchange for Restricted Stock or
Options. The number of Shares of Restricted Stock received by any Nonemployee Director shall equal the amount of foregone compensation divided by the Fair Market Value of a Share on the date the compensation otherwise would have been paid to the
Nonemployee Director, rounded up to the nearest whole number of Shares. The number of Options granted shall be determined by dividing the cash amount foregone by an option pricing model determined by the Committee (e.g., Black-Scholes), rounded up
to the nearest whole number of Shares. The procedures adopted by the Committee for elections under this Section 8.3 shall be designed to ensure that any such election by a Nonemployee Director will not disqualify him or her as a “non-employee
director” under Rule 16b-3. 
  
 SECTION 9 

MISCELLANEOUS 
  
 9.1    Change in Control. 
  
 9.1.1    Generally.    In the event of a Change in Control, and except as the Committee (as
constituted immediately prior to such Change in Control) may otherwise determine in its sole discretion, (i) all Awards granted hereunder shall become fully exercisable as of the date of the Change in Control, whether or not then exercisable; and
(ii) all restrictions and conditions on any Award then outstanding shall lapse as of the date of the Change in Control. 
  
 9.1.2    Options and SARs.    If the Committee determines that Options and SARs will be
assumed or an equivalent option or right substituted by the successor corporation or a parent or Subsidiary of the successor corporation, then 
  
 (a)    in the event that the successor corporation refuses to assume or substitute for the Option or SAR, then the
Options and SARs held by such Participant shall become one hundred percent (100%) exercisable. If an Option or SAR becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Company shall
notify the Participant in writing or 

  

 11 









	 	 
electronically that the Option or SAR shall be fully vested and exercisable (subject to the consummation of the Change in Control) for a period of fifteen
(15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. 


  
 (b)    For the purposes of this Section 9.1, the Option or SAR shall be considered assumed if, following the Change in
Control, the option or right confers the right to purchase or receive, for each Share subject to the Option or SAR immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the
Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Committee or the Board may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option or SAR, for each Share subject to the Option or SAR, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received
by holders of Shares in the Change in Control, as determined on the date of the Change in Control. 
  
 (c)    With respect to Options and SARs that are assumed or substituted for, if within twelve (12) months following
the Change in Control the Participant incurs a Termination of Service due to involuntary termination by the successor corporation or one of its affiliates for a reason other than Misconduct, then the Options and SARs held by such Participant shall
become one hundred percent (100%) exercisable. 
  
 9.1.3    Restricted Stock.    If the Committee determines that any Company repurchase or reacquisition right with respect to outstanding Shares of Restricted Stock held by the Participant will
be assigned to the successor corporation, then 
  
 (a)    in the event that the successor corporation refuses to accept the assignment of any such Company repurchase or reacquisition right, such Company repurchase or reacquisition right will lapse and the Participant
will become one hundred percent (100%) vested in such Shares of Restricted Stock immediately prior to the Change in Control. 
  
 (b)    If the Company repurchase or reacquisition right with respect to a Share of Restricted Stock is assigned to the
successor corporation and, within twelve (12) months following the Change in Control, the Participant incurs a Termination of Service due to involuntary termination by the successor corporation or one of its affiliates for a reason other than
Misconduct, then such Participant’s Shares of Restricted Stock (or the property for which the Restricted Stock was converted upon the Change in Control) will immediately have any Company repurchase or reacquisition right lapse and the
Participant will become one hundred percent (100%) vested in such Shares of Restricted Stock (or the property for which the Restricted Stock was converted upon the Change in Control). 
  
 9.2    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. 
  
 9.3    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. 
  
 9.4    Participation.    No Employee or Consultant 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. 
  

 12 








 9.5    Limitations on Awards.    No Participant may be
granted Awards in any one fiscal year that, in the aggregate, cover more than 500,000 Shares. 
  
 9.6    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 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. 
  
 9.7    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. 
  
 9.8    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. 
  
 9.9    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 9.6. 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. 
  
 9.10    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). 
  
 SECTION 10 
 AMENDMENT, TERMINATION, AND DURATION 
  
 10.1    Amendment, Suspension, or Termination.    The Board, 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 

  

 13 








 
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. 
  
 Notwithstanding the foregoing, the Board may not, without stockholder consent, reduce the exercise price of any outstanding Option or cancel and re-grant
Options at a lower exercise price. 
  
 10.2    Duration of the Plan.    The Plan shall be effective as of June 20, 2003, and subject to Section 10.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in
effect thereafter. However, without further stockholder approval, no Incentive Stock Option may be granted under the Plan after May 7, 2013. 
  
 SECTION 11 
 TAX WITHHOLDING

  
 11.1    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). 
  
 11.2    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 minimum 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 12 
 LEGAL CONSTRUCTION 
  
 12.1    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. 
  
 12.2    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. 
  
 12.3    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. 
  
 12.4    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. 
  
 12.5    Governing Law.    The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Washington. 
  
 12.6    Captions.    Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan. 
  
  

 14 








 EXECUTION 
  

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this restated Plan on the date indicated below. 
  

	 	 	 	 	 CELL THERAPEUTICS, INC.

	 	 	 	 	 
				
	Dated: June 20, 2003	 	 	 	 By:
	 	 /s/    JAMES A. BIANCO


					
	 	 	 	 	 	 	 Title:
	 	 President and Chief Executive Officer



  
  
  

 15