EX-10.1








Exhibit 10.1




METHODE ELECTRONICS, INC.




2004 STOCK PLAN





1. Preamble.



Methode Electronics, Inc., a Delaware corporation (the “Company”), hereby establishes the
Methode Electronics, Inc. 2004 Stock Plan (the “Plan”) as a means whereby the Company may, through
awards of (i) incentive stock options (“ISOs”) within the meaning of section 422 of the Code, (ii)
non-qualified stock options (“NSOs”), (iii) stock appreciation rights (“SARs”), (iv) restricted
stock (“Restricted Stock”) and (v) restricted stock units (“Restricted Stock Units”):




	 	(a)	 	provide selected officers, directors and employees with
additional incentive to promote the success of the Company’s business;






	 	(b)	 	encourage such persons to remain in the service of the Company;
and






	 	(c)	 	enable such persons to acquire proprietary interests in the
Company.





The provisions of this Plan do not apply to or affect any option, stock appreciation right or
restricted stock hereafter granted under any other stock plan of the Company, and all such options,
stock appreciation rights or restricted stock shall be governed by and subject to the applicable
provisions of the plan under which they will be granted.




2. Definitions and Rules of Construction.



2.01 “Affiliate” means any entity during any period that, in the opinion of the Committee, the
Company has a significant economic interest in the entity.



2.02 “Award” means the grant of Options, SARs, Restricted Stock and/or Restricted Stock Units
to a Participant.



2.03 “Award Date” means the date upon which an Option, SAR, Restricted Stock or Restricted
Stock Unit is awarded to a Participant under the Plan.




2.04 “Board” or “Board of Directors” means the board of directors of the Company.



2.05 “Cause” with respect to any Award shall have the meaning set forth in the agreement
evidencing the Award, or if no meaning is set forth in the agreement, “Cause” shall mean any
willful misconduct by the Participant which affects the business reputation of the Company or
willful failure by the Participant to perform his or her material responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement between the
Participant and the Company or any Affiliate or Subsidiary). The Participant shall be considered
to have been discharged for “Cause” if the Company determines, within 30 days after the
Participant’s resignation, that discharge for Cause was warranted.



2.06 “Change of Control” shall be deemed to have occurred on the first to occur of any of the
following:




	 	(i)	 	any “person” (as such term is used in Section
13(d) and 14(d)(2) of the Exchange Act, other than any Subsidiary, any
employee benefit plan of the Company or a Subsidiary is or becomes a
beneficial owner, directly or indirectly, of stock of the Company
representing 25% or more of the total voting power of the Company’s
then outstanding stock;






	 	(ii)	 	a tender offer (for which a filing has been
made with the SEC which purports to comply with the requirements of
Section 14(d) of the Exchange Act and the corresponding SEC rules) is
made for the stock of the Company. In case of a tender offer described
in this paragraph (ii), the “Change of Control” will be deemed to have
occurred upon the first to occur of (A) any time during the offer when
the person (using the definition in (i) above) making the offer owns or
has accepted for payment stock of the Company with 25% or more of the
total voting power of the Company’s outstanding stock or (B) three
business days before the offer is to terminate unless the offer is
withdrawn first, if the person making the offer could own, by the terms
of the offer plus any shares owned by this person, stock with 50% or
more of the total voting power of the Company’s outstanding stock when
the offer terminates; or






	 	(iii)	 	individuals who were the Board’s nominees for
election as directors of the Company immediately prior to a meeting of
the shareholders of the Company involving a contest for the election of
directors shall not constitute a majority of the Board following the
election.





2.07 “Code” means the Internal Revenue Code of 1986, as amended from time to time or any
successor thereto.




2.08 “Committee” means the Compensation Committee of the Board of Directors.




2.09 “Common Stock” means Common Stock of the Company, par value $.50 per share.



2.10 “Company” means Methode Electronics, Inc., a Delaware corporation, and any successor
thereto.



2.11 “Exchange Act” shall mean the Securities Exchange Act of 1934, as it exists now or from
time to time may hereafter be amended.



2.12 “Fair Market Value” means as of any date, the closing price for the Common Stock on that
date, or if no sales occurred on that date, the next trading day on which actual sales occurred (as
reported by the NASDAQ Stock Market System or any securities exchange or automated quotation system
of a registered securities association on which the Common Stock is then traded or quoted).



2.13 “Family Members” mean with respect to an individual, any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the individual’s household (other than a tenant or employee), a
trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the individual) control the management of assets, and any other entity in which
these persons (or the individual) own more than 50% of the voting interests.



2.14 “Good Reason” with respect to any Award shall have the meaning set forth in the agreement
evidencing the Award, or if no meaning is set forth in the agreement, shall mean any of the
following:




	 	(i)	 	any significant diminution in the Participant’s
title, authority, or responsibilities from and after a Change of
Control;






	 	(ii)	 	any reduction in the base compensation payable
to the Participant from and after a Change of Control; or






	 	(iii)	 	the relocation after a Change of Control of
the Company’s place of business at which the Participant is principally
located to a location that is greater than 50 miles from the site
immediately prior to the Change of Control.






2.15 “ISO” means an incentive stock option within the meaning of section 422 of the Code.



2.16 “NSO” means a non-qualified stock option which is not intended to qualify as an incentive
stock option under section 422 of the Code.



2.17 “Option” means the right of a Participant, whether granted as an ISO or an NSO, to
purchase a specified number of shares of Common Stock, subject to the terms and conditions of the
Plan.



2.18 “Option Price” means the price per share of Common Stock at which an Option may be
exercised.




2.19 “Participant” means an individual to whom an Award has been granted under the Plan.



2.20 “Plan” means the Methode Electronics, Inc. 2004 Stock Plan, as set forth herein and from
time to time amended.



2.21 “Restricted Stock” means the Common Stock awarded to a Participant pursuant to Section 8
of this Plan.



2.22 “Restricted Stock Unit” means a unit awarded to a Participant pursuant to Section 8 of
this Plan evidencing the right of a Participant to receive a fixed number of shares of Common Stock
at some future date.



2.23 “SAR” means a stock appreciation right issued to a Participant pursuant to Section 9 of
this Plan.




2.24 “SEC” means the Securities and Exchange Commission.



2.25 “Subsidiary” means any entity during any period which the Company owns or controls more
than 50% of (i) the outstanding capital stock, or (ii) the combined voting power of all classes of
stock.




2.26 Rules of Construction:




2.26.1 Governing Law and Venue. The construction and operation of this Plan
are governed by the laws of the State of Illinois without regard to any conflicts or choice
of law rules or principles that might otherwise refer construction or interpretation of this
Plan to the substantive law of another jurisdiction, and any litigation arising out of this
Plan shall be brought in the Circuit Court of the State of Illinois or the United States
District Court for the Eastern Division of the Northern District of Illinois.




2.26.2 Undefined Terms. Unless the context requires another meaning, any term
not specifically defined in this Plan is used in the sense given to it by the Code.




2.26.3 Headings. All headings in this Plan are for reference only and are not
to be utilized in construing the Plan.




2.26.4 Conformity with Section 422. Any ISOs issued under this Plan are
intended to qualify as incentive stock options described in section 422 of the Code, and all
provisions of the Plan relating to ISOs shall be construed in conformity with this
intention. Any NSOs issued under this Plan are not intended to qualify as incentive stock
options described in section 422 of the Code, and all provisions of the Plan relating to
NSOs shall be construed in conformity with this intention.




2.26.5 Gender. Unless clearly inappropriate, all nouns of whatever gender
refer indifferently to persons or objects of any gender.




2.26.6 Singular and Plural. Unless clearly inappropriate, singular terms refer
also to the plural and vice versa.




2.26.7 Severability. If any provision of this Plan is determined to be illegal
or invalid for any reason, the remaining provisions are to continue in full force and effect
and to be construed and enforced as if the illegal or invalid provision did not exist,
unless the continuance of the Plan in such circumstances is not consistent with its
purposes.




3. Stock Subject to the Plan.



Subject to adjustment as provided in Section 12 hereof, the aggregate number of shares of
Common Stock for which Awards may be issued under this Plan may not exceed 1,000,000 shares.
Reserved shares may be either authorized but unissued shares or treasury shares, in the Board’s
discretion. If any Award shall terminate, expire, be cancelled or forfeited as to any number of
shares of Common Stock, new Awards may thereafter be awarded with respect to such shares.
Notwithstanding the foregoing, the total number of shares of Common Stock with respect to which
Awards may be granted to any Participant in any calendar year shall not exceed 150,000 shares
(subject to adjustment as provided in Section 12 hereof).




4. Administration.



The Committee shall administer the Plan. All determinations of the Committee are made by a
majority vote of its members. The Committee’s determinations are final and binding on all
Participants. In addition to any other powers set forth in this Plan, the Committee has the
following powers:




(a) to construe and interpret the Plan;




	 	(b)	 	to establish, amend and rescind appropriate rules and
regulations relating to the Plan;






	 	(c)	 	subject to the terms of the Plan, to select the individuals who
will receive Awards, the times when they will receive them, the form of
agreements which evidence such Awards, the number of Options, Restricted Stock,
Restricted Stock Units and/or SARs to be subject to each Award, the Option
Price, the vesting schedule (including any performance targets to be achieved
in connection with the vesting of any Award), the expiration date applicable to
each Award and other terms, provisions and restrictions of the Awards (which
need not be identical) and subject to Section 17 hereof, to amend or modify any
of the terms of outstanding Awards provided, however, that except as permitted
by Section 12.01, no outstanding Award may be repriced, whether through
cancellation of the Award and the grant of a new Award, or the amendment of the
Award, without the approval of the stockholders of the Company;






	 	(d)	 	to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter relating to the
Plan or to any Awards;






	 	(e)	 	generally, to administer the Plan, and to take all such steps
and make all such determinations in connection with the Plan and the Awards
granted thereunder as it may deem necessary or advisable; and






	 	(f)	 	to determine the form in which tax withholding under Section 15
of this Plan will be made (i.e., cash, Common Stock or a combination
thereof).





Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to any one or more of
its members and may delegate all or any part of its responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation may be revoked by the Committee at any
time.




5. Eligible Participants.



Present and future directors, officers and employees of the Company or any Subsidiary or
Affiliate shall be eligible to participate in the Plan. The Committee from time to time shall
select those officers, directors and employees of the Company and any Subsidiary or Affiliate of
the Company who shall be designated as Participants and shall designate in accordance with the
terms of the Plan the number, if any, of ISOs, NSOs, SARs, Restricted Stock Units and shares of
Restricted Stock or any combination thereof, to be awarded to each Participant.




6. Terms and Conditions of Non-Qualified Stock Options.



Subject to the terms of the Plan, the Committee, in its discretion, may award an NSO to any
Participant. Each NSO shall be evidenced by an agreement, in such form as is approved by the
Committee, and except as otherwise provided by the Committee in such agreement, each NSO shall be
subject to the following express terms and conditions, and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate:




6.01 Option Period. Each NSO will expire as of the earliest of:




	 	(i)	 	the date on which it is forfeited under the
provisions of Section 11.01;






(ii) 10 years from the Award Date;




	 	(iii)	 	in the case of a Participant who is an
employee of the Company, a Subsidiary or an Affiliate, three months
after the Participant’s termination of employment with the Company and
its Subsidiaries and Affiliates for any reason other than for Cause or
death or total and permanent disability;






	 	(iv)	 	in the case of a Participant who is a member of
the board of directors of the Company or a Subsidiary or Affiliate, but
not an employee of the Company, a Subsidiary or an Affiliate, three
months after the Participant’s termination as a member of the board for
any reason other than for Cause or death or total and permanent
disability;






	 	(v)	 	immediately upon the Participant’s termination
of employment with the Company and its Subsidiaries and Affiliates or
service on a board of directors of the Company or a Subsidiary or
Affiliate for Cause;






	 	(vi)	 	12 months after the Participant’s death or
total and permanent disability; or






	 	(vii)	 	any other date specified by the Committee when
the NSO is granted.





6.02 Option Price. At the time granted, the Committee shall determine the Option
Price of any NSO, and in the absence of such determination, the Option Price shall be 100% of the
Fair Market Value of the Common Stock subject to the NSO on the Award Date.



6.03 Vesting. Unless otherwise determined by the Committee and set forth in the
agreement evidencing an Award, NSO Awards shall vest in accordance with Section 11.01.



6.04 Other Option Provisions. The form of NSO authorized by the Plan may contain such
other provisions as the Committee may from time to time determine.




7. Terms and Conditions of Incentive Stock Options



Subject to the terms of the Plan, the Committee, in its discretion, may award an ISO to any
employee of the Company or a Subsidiary. Each ISO shall be evidenced by an agreement, in such form
as is approved by the Committee, and except as otherwise provided by the Committee, each ISO shall
be subject to the following express terms and conditions and to such other terms and conditions,
not inconsistent with the Plan, as the Committee may deem appropriate:




7.01 Option Period. Each ISO will expire as of the earliest of:




	 	(i)	 	the date on which it is forfeited under the
provisions of Section 11.01;






	 	(ii)	 	10 years from the Award Date, except as set
forth in Section 7.02 below;






	 	(iii)	 	immediately upon the Participant’s termination
of employment with the Company and its Subsidiaries for Cause;






	 	(iv)	 	three months after the Participant’s
termination of employment with the Company and its Subsidiaries for any
reason other than for Cause or death or total and permanent disability;






	 	(v)	 	12 months after the Participant’s death or
total and permanent disability; or






	 	(vi)	 	any other date (within the limits of the Code)
specified by the Committee when the ISO is granted.





Notwithstanding the foregoing provisions granting discretion to the Committee to determine the
terms and conditions of ISOs, such terms and conditions shall meet the requirements set forth in
section 422 of the Code or any successor thereto.



7.02 Option Price and Expiration. The Option Price of any ISO shall be determined by
the Committee at the time an ISO is granted, and shall be no less than 100% of the Fair Market
Value of the Common Stock subject to the ISO on the Award Date; provided, however, that if an ISO
is granted to a Participant who, immediately before the grant of the ISO, beneficially owns stock
representing more than 10% of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporations, the Option Price shall be at least 110% of the
Fair Market Value of the Common Stock subject to the ISO on the Award Date and in such cases, the
exercise period specified in the Option agreement shall not exceed five years from the Award Date.



7.03 Vesting. Unless otherwise determined by the Committee and set forth in the
agreement evidencing an Award, ISO Awards shall vest in accordance with Section 11.01.



7.04 Other Option Provisions. The form of ISO authorized by the Plan may contain such
other provisions as the Committee may, from time to time, determine; provided, however, that such
other provisions may not be inconsistent with any requirements imposed on incentive stock options
under Code section 422 and the regulations thereunder.



7.05 $100,000 Limitation. To the extent required by Code section 422, if the
aggregate Fair Market Value (determined as of the time of grant) of Common Stock with respect to
which ISOs are exercisable for the first time by a Participant during any calendar year (under this
Plan and all other plans of the Company and its Subsidiaries) exceeds $100,000, the Options or
portions thereof which exceed such limit (according to the order in which they were granted) shall
be treated as NSOs.




	 	8.	 	Terms and Conditions of Awards of Restricted Stock or Restricted Stock
Units.





Subject to the terms of the Plan, the Committee, in its discretion, may award Restricted Stock
or Restricted Stock Units to any Participant. Each Award of Restricted Stock or Restricted Stock
Units shall be evidenced by an agreement, in such form as is approved by the Committee, and all
shares of Common Stock awarded to Participants under the Plan as Restricted Stock and all
Restricted Stock Units shall be subject to the following express terms and conditions and to such
other terms and conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:




	 	(a)	 	Restricted Period. Restricted Stock Units and shares
of Restricted Stock awarded under this Section 8 may not be sold, assigned,
transferred, pledged or otherwise encumbered before they vest, other than as
permitted by Section 13 hereof.






	 	(b)	 	Vesting. Unless otherwise determined by the Committee
and set forth in the agreement evidencing an Award, Awards of Restricted Stock
and Restricted Stock Units under this Section 8 shall vest in accordance with
Section 11.02. Until a Participant’s shares of Restricted Stock vest, he may
receive cash dividends declared thereon, but all noncash dividends and
distributions with respect to shares of Restricted Stock shall be subject to
the same vesting and other restrictions applicable to the underlying shares of
Restricted Stock.






	 	(c)	 	Certificate Legend for Restricted Stock Awards. Each
certificate issued in respect of shares of Restricted Stock awarded under this
Section 8 shall be registered in the name of the Participant and shall bear the
following (or a similar) legend until such shares have vested:





“The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) relating to Restricted Stock contained in
Section 8 of the Methode Electronics, Inc. 2004 Stock Plan and an
Agreement entered into between the registered owner and Methode
Electronics, Inc. Copies of such Plan and Agreement are on file at
the principal office of Methode Electronics, Inc.”




	 	(d)	 	Restricted Stock Units. In the case of an Award of
Restricted Stock Units, no shares of Common Stock or other property shall be
issued at the time such Award is granted. Upon the lapse or waiver of
restrictions and the restricted period relating to Restricted Stock Units (or
at such other later time as may be determined by the Committee), shares of
Common Stock shall be issued to the holder of the Restricted Stock Units and
evidenced in such manner as the Committee may deem appropriate.






9. Terms and Conditions of Stock Appreciation Rights.



The Committee may, in its discretion, grant an SAR to any Participant under the Plan. Each
SAR shall be evidenced by an agreement between the Company and the Participant, and may relate to
and be associated with all or any part of a specific ISO or NSO. An SAR shall entitle the
Participant to whom it is granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then exercisable portion of his
SAR and, if applicable, the related ISO or NSO, in whole or in part, and receive from the Company
in exchange, without any payment of cash (except for applicable employee withholding taxes), that
number of shares of Common Stock having an aggregate Fair Market Value on the date of surrender
equal to the product of (i) the excess of the Fair Market Value of a share of Common Stock on the
date of surrender over the Fair Market Value of the Common Stock on the date the SARs were issued,
or, if the SARs are related to an ISO or an NSO, the per share Option Price under such ISO or NSO
on the Award Date, and (ii) the number of shares of Common Stock subject to such SAR, and, if
applicable, the related ISO or NSO or portion thereof which is surrendered.



Except as otherwise determined by the Committee and set forth in the Agreement, an SAR granted
in conjunction with an ISO or NSO shall terminate on the same date as the related ISO or NSO and
shall be exercisable only if the Fair Market Value of a share of Common Stock exceeds the Option
Price for the related ISO or NSO, and then shall be exercisable to the extent, and only to the
extent, that the related ISO or NSO is exercisable. The Committee may at the time of granting any
SAR add such additional conditions and limitations to the SAR as it shall deem advisable,
including, but not limited to, limitations on the period or periods within which the SAR shall be
exercisable and the maximum amount of appreciation to be recognized with regard to such SAR. Any
ISO or NSO or portion thereof which is surrendered with an SAR shall no longer be exercisable. An
SAR that is not granted in conjunction with an ISO or NSO shall terminate on such date as is
specified by the Committee in the SAR agreement and shall vest in accordance with Section 11.02.
The Committee, in its sole discretion, may allow the Company to settle all or part of the Company’s
obligation arising out of the exercise of an SAR by the payment of cash equal to the aggregate Fair
Market Value of the shares of Common Stock which the Company would otherwise be obligated to
deliver.




10. Manner of Exercise of Options.



To exercise an Option in whole or in part, a Participant (or, after his death, his executor or
administrator) must give written notice to the Committee on a form acceptable to the Committee,
stating the number of shares with respect to which he intends to exercise the Option. The Company
will issue the shares with respect to which the Option is exercised upon payment in full of the
Option Price. The Committee may permit the Option Price to be paid in cash or shares of Common
Stock held by the Participant having an aggregate Fair Market Value, as determined on the date of
delivery, equal to the Option Price. The Committee may also permit the Option Price to be paid by
any other method permitted by law, including by delivery to the Committee from the Participant of
an election directing the Company to withhold the number of shares of Common Stock from the Common
Stock otherwise due upon exercise of the Option having an aggregate Fair Market Value on that date
equal to the Option Price. If a Participant pays the Option Price with shares of Common Stock
which were received by the Participant upon exercise of an ISO, and such Common Stock has not been
held by the Participant for at least the greater of:




(a) two years from the date the ISO was granted; or




	 	(b)	 	one year after the transfer of the shares of Common Stock to
the Participant;





the use of the shares shall constitute a disqualifying disposition and the ISO underlying the
shares used to pay the Option Price shall no longer satisfy all of the requirements of Code section
422.




11. Vesting.



11.01 Options. A Participant may not exercise an Option until it has become vested.
The portion of an Award of Options that is vested depends upon the period that has elapsed since
the Award Date. The following schedule applies to any Award of Options under this Plan unless the
Committee establishes a different vesting schedule on the Award Date as set forth in the Agreement
evidencing the Award:



	 	 	 	 	 
	Number of Months Since Award Date	 	Vested Percentage
	Fewer than 12 months
	 	 	0	%
	12 months
	 	 	50	%
	24 months or more
	 	 	100	%







Notwithstanding the above schedule, unless otherwise determined by the Committee and set forth
in the agreement evidencing an Award, a Participant’s Awards shall become fully vested if a
Participant’s employment with the Company and its Subsidiaries and Affiliates or service on the
board of directors of the Company, a Subsidiary or an Affiliate is terminated due to: (i)
retirement on or after his sixty-fifth birthday; (ii) retirement on or after his fifty-fifth
birthday with consent of the Company; (iii) retirement at any age on account of total and permanent
disability as determined by the Company; or (iv) death. Unless the Committee otherwise provides in
the applicable agreement evidencing an Award or the preceding sentence of this Section or Section
11.03 applies, if a Participant’s employment with or service to the Company, a Subsidiary or an
Affiliate terminates for any other reason, any Awards that are not yet vested are immediately and
automatically forfeited; provided, however, in such special circumstances as the Committee deems
appropriate, the Committee may take such action as it deems equitable in the circumstances or in
the best interests of the Company, including, without limitation, fully vesting an Award or waiving
or modifying any other limitation or requirement under the Award.



A Participant’s employment shall not be considered to be terminated hereunder by reason of a
transfer of his employment from the Company to a Subsidiary or Affiliate, or vice versa, or a leave
of absence approved by the Participant’s employer. A Participant’s employment shall be considered
to be terminated hereunder if, as a result of a sale or other transaction, the Participant’s
employer ceases to be a Subsidiary or Affiliate (and the Participant’s employer is or becomes an
entity that is separate from the Company and its Subsidiaries and Affiliates).



11.02 Restricted Stock, Restricted Stock Units and SARs. The Committee shall
establish the vesting schedule to apply to any Award of Restricted Stock, Restricted Stock Units or
SAR that is not associated with an ISO or NSO granted under the Plan to a Participant, and in the
absence of such a vesting schedule set forth in the Agreement evidencing the Award, such Award
shall vest in accordance with Section 11.01.



11.03 Effect of “Change of Control”. Notwithstanding Sections 11.01 and 11.02 above,
if within 12 months following a “Change of Control” the employment of a Participant with the
Company and its Subsidiaries and Affiliates is terminated without Cause or the Participant resigns
for Good Reason, any Award issued to the Participant shall be fully vested, and in the case of an
Award other than an Award of Restricted Stock or Restricted Stock Units, fully exercisable for 90
days following the date on which the Participant’s service with the Company and its Subsidiaries
and Affiliates is terminated, but not beyond the date the Award would otherwise expire but for the
Participant’s termination of employment.




12. Adjustments to Reflect Changes in Capital Structure.



12.01 Adjustments. If there is any change in the corporate structure or shares of the
Company, the Committee may make any appropriate adjustments, including, but not limited to, such
adjustments deemed necessary to prevent accretion, or to protect against dilution, in the number
and kind of shares of Common Stock with respect to which Awards may be granted under this Plan
(including the maximum number of shares of Common Stock with respect to which Awards may be granted
under this Plan in the aggregate and individually to any Participant during any calendar year as
specified in Section 3) and, with respect to outstanding Awards, in the number and kind of shares
covered thereby and in the applicable Option Price. For the purposes of this Section 12, a change
in the corporate structure or shares of the Company includes, without limitation, any change
resulting from a recapitalization, stock split, stock dividend, consolidation, rights offering,
separation, reorganization, or liquidation (including a partial liquidation) and any transaction in
which shares of Common Stock are changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or another corporation.



12.02 Cashouts. In the event of an extraordinary dividend or other distribution,
merger, reorganization, consolidation, combination, sale of assets, split up, exchange, or spin
off, or other extraordinary corporate transaction, the Committee may, in such manner and to such
extent (if any) as it deems appropriate and equitable, make provision for a cash payment or for the
substitution or exchange of any or all outstanding Awards for the cash, securities or property
deliverable to the holder of any or all outstanding Awards based upon the distribution or
consideration payable to holders of Common Stock upon or in respect of such event; provided,
however, in each case, that with respect to any ISO no such adjustment may be made that would cause
the Plan to violate section 422 of the Code (or any successor provision).




13. Nontransferability of Awards.



13.01 ISOs. ISOs are not transferable, voluntarily or involuntarily, other than by
will or by the laws of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code. During a Participant’s lifetime, his ISOs may be exercised only by him.



13.02 Awards Other Than ISOs. All Awards granted pursuant to this Plan other than
ISOs are transferable by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code, or in the Committee’s discretion after vesting.
With the approval of the Committee, a Participant may transfer an Award (other than an ISO) for no
consideration to or for the benefit of one or more Family Members of the Participant subject to
such limits as the Committee may establish, and the transferee shall remain subject to all the
terms and conditions applicable to the Award prior to such transfer. The transfer of an Award
pursuant to this Section 13 shall include a transfer of the right set forth in Section 17 hereof to
consent to an amendment or revision of the Plan and, in the discretion of the Committee, shall also
include transfer of ancillary rights associated with the Award. For purposes of this Section 13,
“Family Members” mean with respect to a Participant, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant’s household (other than a tenant or employee), a
trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than 50% of the voting interests. The provisions of
this Section 13 shall not apply to any Common Stock issued pursuant to an Award for which all
restrictions have lapsed and is fully vested.




14. Rights as Stockholder.



No Common Stock may be delivered upon the exercise of any Option until full payment has been
made. A Participant has no rights whatsoever as a stockholder with respect to any shares covered
by an Option until the date of the issuance of a stock certificate for the shares except as
otherwise determined by the Committee and set forth in the Agreement.




15. Withholding Taxes.



The Committee may, in its discretion and subject to such rules as it may adopt, permit or
require a Participant to pay all or a portion of the federal, state and local taxes, including FICA
and Medicare withholding tax, arising in connection with any Awards by (i) having the Company
withhold shares of Common Stock at the minimum rate legally required, (ii) tendering back shares of
Common Stock received in connection with such Award or (iii) delivering other previously acquired
shares of Common Stock having a Fair Market Value approximately equal to the amount to be withheld.




16. No Right to Employment.



Participation in the Plan will not give any Participant a right to be retained as an employee
or director of the Company or its parent or Subsidiaries, or any right or claim to any benefit
under the Plan, unless the right or claim has specifically accrued under the Plan.




17. Amendment of the Plan.



The Board of Directors may from time to time amend or revise the terms of this Plan in whole
or in part, subject to the following limitations:




	 	(a)	 	no amendment may, in the absence of written consent to the
change by the affected Participant (or, if the Participant is not then living,
the affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; provided, however, no such consent shall be
required if the Committee determines in its sole and absolute discretion that
the amendment or revision (i) is required or advisable in order for the
Company, the Plan or the Award to satisfy applicable law, to meet the
requirements of any accounting standard or to avoid any adverse accounting
treatment, or (ii) in connection with any transaction or event described in
Section 12, is in the best interests of the Company or its shareholders. The
Committee may, but need not, take the tax consequences to affected Participants
into consideration in acting under the preceding sentence.






	 	(b)	 	no amendment may increase the limitations on the number of
 shares set forth in Section 3, unless any such amendment is approved by the
Company’s stockholders; and






	 	(c)	 	no amendment may be made to the provisions of Section 4(c)
relating to repricing unless such amendment is approved by the Company’s
stockholders;





provided; however, that adjustments pursuant to Section 12.01 shall not be subject to the foregoing
limitations of this Section 17.




18. Conditions Upon Issuance of Shares.



An Option shall not be exercisable and a share of Common Stock shall not be issued pursuant to
the exercise of an Option, and Restricted Stock or Restricted Stock Units shall not be awarded
until and unless the Award of Restricted Stock or Restricted Stock Units, exercise of such Option
and the issuance and delivery of such share pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange or national securities association upon which the shares of Common Stock may then be
listed or quoted, and shall be further subject to the approval of counsel for the Company with
respect to such compliance.



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




19. Substitution or Assumption of Awards by the Company.



The Company, from time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company or otherwise, by
either (a) granting an Award under the Plan in substitution of such other company’s award, or (b)
assuming such award as if it had been granted under the Plan if the terms of such assumed award
could be applied to an Award granted under the Plan. Such substitution or assumption shall be
permissible if the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of the Plan to such
grant. In the event the Company assumes an award granted by another company, the terms and
conditions of such award shall remain unchanged (except that the exercise price and the number and
nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant
to section 424(a) of the Code). In the event the Company elects to grant a new Award rather than
assuming an existing option, such new Award may be granted with a similarly adjusted exercise
price.




20. Effective Date and Termination of Plan.



20.01 Effective Date. This Plan is effective as of the date of its approval by the
stockholders of the Company.



20.02 Termination of the Plan. The Plan will terminate 10 years after the date it is
approved by the Board of Directors; provided, however, that the Board of Directors may terminate
the Plan at any time prior thereto with respect to any shares that are not then subject to Awards.
Termination of the Plan will not affect the rights and obligations of any Participant with respect
to Awards granted before termination.