**Exhibit 10.3**

**SOLTA MEDICAL, INC.**

**2006 EQUITY INCENTIVE PLAN**

**(As Amended and Restated April 13, 2010 and Amended on April 6, 2011)**

1. Purposes of the Plan. The purposes of this Plan are: 

 

 

 

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, DeferredStock Units and Dividend Equivalents. 

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, inaccordance with Section 4 of the Plan. 

(b) “Applicable Laws” means the requirements relating to theadministration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreigncountry or jurisdiction where Awards are, or will be, granted under the Plan. 

(c) “Award” means,individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Deferred Stock Units or Dividend Equivalents. 

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable toeach Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 

(e)“Board” means the Board of Directors of the Company. 

(f) “Change in Control” 

(i) Before the April 13, 2010 amendment and restatement of the Plan, “Change in Control” means the occurrence of any ofthe following events: 

(1) 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’sthen outstanding voting securities; 

(2) The consummation of the sale or disposition by the Company of all or substantially allof the Company’s assets; 

(3) A change in the composition of the Board occurring within a two (2)-year period, as aresult 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 forelection, to the Board with the affirmative votes of at least a majority of the Incumbent 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 orthreatened proxy contest relating to the election of directors to the Company); or 

(4) The consummation of a merger orconsolidation 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 outstandingor 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 outstandingimmediately after such merger or consolidation. 

(ii) After the April 13, 2010 amendment and restatement of the Plan,“Change in Control” means the occurrence of any of the following events: 

(1) A change in the ownership of theCompany which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fiftypercent (50%) of the total voting power of the stock of the Company; or 

(2) If the Company has a class of securitiesregistered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whoseappointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection 2(f)(ii)(2), if any Person is considered to be in effective control of the Company,the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(3) Achange in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by suchperson or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition oracquisitions. For purposes of this subsection 2(f)(ii)(3), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 
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For purposes of this Section 2(f)(ii), persons will be considered to be acting as agroup if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it hasbeen and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. 

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to changethe jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before suchtransaction. 

(g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section ofthe Code herein will be a reference to any successor or amended section of the Code. 

(h) “Committee” means acommittee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof. 

(i) “Common Stock” means the common stock of the Company. 

(j)“Company” means Solta Medical, Inc., a Delaware corporation, or any successor thereto. 

(k)“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. 

(l) “Deferred Stock Unit” means a deferred stock unit Award granted to a Participant pursuant to Section 11. 

(m) “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” underSection 162(m) of the Code. 

(n) “Director” means a member of the Board. 

(o) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that inthe case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator fromtime to time. 

 
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(p) “Dividend Equivalent” means a credit, payable in cash or Shares, madeat the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Dividend Equivalents may be subject to the samevesting restrictions as the related Shares subject to an Award, at the discretion of the Administrator. 

(q)“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficientto constitute “employment” by the Company. 

(r) “Exchange Act” means the Securities Exchange Act of1934, as amended. 

(s) “Exchange Program” means a program under which (i) outstanding Awards aresurrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstandingAwards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program inits sole discretion. 

(t) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including withoutlimitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) asquoted on such exchange or system on the day of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low askedprices for the Common Stock on the day of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable; 

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registrationstatement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or 

(iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator. 

(u) “Fiscal Year” means the fiscal year of the Company. 

(v) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning ofSection 422 of the Code and the regulations promulgated thereunder. 

 
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(w) “Inside Director” means a Director who is an Employee. 

(x) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as anIncentive Stock Option. 

(y) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(z) “Option” meansa stock option granted pursuant to the Plan. 

(aa) “Optioned Stock” means the Common Stock subject to anAward. 

(bb) “Outside Director” means a Director who is not an Employee. 

(cc) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code. 

(dd) “Participant” means the holder of an outstanding Award. 

(ee) “Performance Goals” will have the meaning set forth in Section 13 of the Plan. 

(ff) “Performance Period” means any Fiscal Year or such longer or shorter period as determined by the Administrator inits sole discretion. 

(gg) “Performance Share” means an Award denominated in Shares which may be earned inwhole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 

(hh) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine and whichmay be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10. 

(ii)“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. Such restrictions may be basedon the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. 

(jj) “Plan” means this 2006 Equity Incentive Plan. 

(kk)“Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’ssecurities. 

(ll) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award underSection 7 of the Plan, or issued pursuant to the early exercise of an Option. 

 
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(mm) “Restricted Stock Unit” means a bookkeeping entry representing anamount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(nn) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion isbeing exercised with respect to the Plan. 

(oo) “Section 16(b)” means Section 16(b) of the ExchangeAct. 

(pp) “Service Provider” means an Employee, Director or Consultant. 

(qq) “Share” means a share of the Common Stock, as adjusted in accordance with Section 16 of the Plan. 

(rr) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant toSection 9 is designated as a Stock Appreciation Right. 

(ss) “Subsidiary” means a “subsidiarycorporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 

3.Stock Subject to the Plan. 

(a) Stock Subject to the Plan. Subject to theprovisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 13,672,181 Shares, which includes increases under Section 3(b) below for years prior to the April 13, 2010amendment and restatement of the Plan, plus (ii) any Shares subject to stock options or similar awards granted under the Company’s 1997 Stock Incentive Plan (the “1997 Plan”) that expire or otherwise terminate withouthaving been exercised in full and Shares issued pursuant to awards granted under the 1997 Plan that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to this clause (ii) equal to3,750,000 Shares (which includes Shares returned to the Plan pursuant to clause (ii) prior to the April 13, 2010 amendment and restatement of the Plan). The Shares may be authorized, but unissued, or reacquired Common Stock. 

(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan shall be increased on the firstday of each Fiscal Year in an amount equal to the least of (A) 1,800,000 Shares, (B) three and one-half percent (3.5%) of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (C) such number ofShares determined by the Board. 

 
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(c) Lapsed Awards. If an Award expires or becomes unexercisable without having beenexercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Deferred Stock Units, is forfeited to or repurchased by the Company due tofailure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan hasterminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available forfuture grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan;provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Deferred Stock Units are repurchased by the Company or are forfeited to the Company, such Shares willbecome available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent anAward under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided inSection 16, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code andthe Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b). 

(d) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan. 

(a) Procedure. 

(i) Multiple Administrative Bodies. DifferentCommittees with respect to different groups of Service Providers may administer the Plan. 

(ii) Section 162(m).To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committeeof two (2) or more “outside directors” within the meaning of Section 162(m) of the Code. 

(iii) Rule16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(iv) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) aCommittee, which committee will be constituted to satisfy Applicable Laws. 

(b) Powers of the Administrator. Subject tothe provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers to whom Awards may be granted hereunder; 

 
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(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms andconditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction orlimitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 

(vi) to determine the terms and conditions of any, and to institute any Exchange Program; 

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign lawsor for qualifying for favorable tax treatment under applicable foreign laws; 

(ix) to modify or amend each Award (subject toSection 21(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Awards; 

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 17; 

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; 

(xii) to determine whether Dividend Equivalents will be granted in connection with another Award; 

(xiii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to suchParticipant under an Award pursuant to such procedures as the Administrator may determine; and 

(xiv) to make all otherdeterminations deemed necessary or advisable for administering the Plan. 

(c) Effect ofAdministrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards. 

5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, PerformanceUnits, Performance Shares, Deferred Stock Units and Dividend Equivalents may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 

 
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6. Stock Options. 

(a) Limitations. 

(i) Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregateFair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Optionswill be treated as Nonstatutory Stock Options. For purposes of this Section 6(a)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of thetime the Option with respect to such Shares is granted. 

(ii) The Administrator will have complete discretion to determinethe number of Shares subject to an Option granted to any Participant, provided that during any Fiscal Year, no Participant will be granted an Option covering more than 1,500,000 Shares. Notwithstanding the limitation in the previous sentence, inconnection with his or her initial employment, an Employee may be granted Options covering up to an additional 3,000,000 Shares. 

(b) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or suchshorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) ofthe total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the AwardAgreement. 

(c) Option Exercise Price and Consideration. 

(i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determinedby the Administrator, subject to the following: 

(1) In the case of an Incentive Stock Option 

a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

b) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exerciseprice will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

 
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(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be noless than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(3) Notwithstanding theforegoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with,Section 424(a) of the Code. 

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, theAdministrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive StockOption, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note; (4) other Shares, provided that such Shareshave a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to theCompany, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program implemented by the Company in connection with the Plan; (6) such otherconsideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7) any combination of the foregoing methods of payment. 

(d) Exercise of Option. 

(i) Procedure for Exercise; Rights as aStockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercisedfor a fraction of a Share. 

An Option will be deemed exercised when the Company receives: (i) notice of exercise (insuch form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Fullpayment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requestedby the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote orreceive dividends or any other rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. Noadjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 16 of the Plan. 

 
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Exercising an Option in any manner will decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon theParticipant’s termination as a result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on thedate of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) monthsfollowing the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option willrevert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’sDisability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of suchOption as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by theAdministrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise hisor her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the AwardAgreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designatedbeneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personalrepresentative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the AwardAgreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

 
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7. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time totime, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. 

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such otherterms and conditions as the Administrator, in its sole discretion, will determine. Notwithstanding the foregoing sentence, for Restricted Stock intended to qualify as “performance-based compensation” within the meaning ofSection 162(m) of the Code, during any Fiscal Year, no Participant will receive more than an aggregate of 300,000 Shares of Restricted Stock. Notwithstanding the foregoing limitation, in connection with his or her initial employment, forRestricted Stock intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, an Employee may be granted an aggregate of up to an additional 600,000 Shares of Restricted Stock. Unless theAdministrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. 

(c) 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 ofthe applicable Period of Restriction. 

(d) Other Restrictions. The Administrator, in its sole discretion, may imposesuch other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. 

(e) Removal ofRestrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period ofRestriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder mayexercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 

(g) Dividends andOther Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator providesotherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for whichrestrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 

 
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(i) Section 162(m) Performance Restrictions. For purposes of qualifying grantsof Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set bythe Administrator on or before the Determination Date. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessaryor appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals). 

8. Restricted Stock Units. 

(a) Grant. Restricted Stock Units may begranted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in an Award Agreement of the terms,conditions, and restrictions related to the grant, including the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator. Notwithstanding anything to thecontrary in this subsection (a), for Restricted Stock Units intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, during any Fiscal Year of the Company, no Participant willreceive more than an aggregate of 100,000 Restricted Stock Units. Notwithstanding the limitation in the previous sentence, for Restricted Stock Units intended to qualify as “performance-based compensation” within the meaning ofSection 162(m) of the Code, in connection with his or her initial employment, an Employee may be granted an aggregate of up to an additional 300,000 Restricted Stock Units. 

(b) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on theextent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individualgoals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as determined by the Administrator. Notwithstanding theforegoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s)determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. 

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units shall be forfeited to theCompany. 

(f) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Unitsas “performance-based compensation” under Section 162(m) of the Code, 

 
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the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the DeterminationDate. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification ofthe Award under Section 162(m) of the Code (e.g., in determining the Performance Goals). 

9. Stock AppreciationRights. 

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a StockAppreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. 

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant; provided, however, that no Participant will begranted, in any Fiscal Year, Stock Appreciation Rights covering more than 1,500,000 Shares. Notwithstanding the limitation in the previous sentence, in connection with his or her initial employment, an Employee may be granted Stock AppreciationRights covering up to an additional 3,000,000 Shares. 

(c) Exercise Price and Other Terms. The per Share exercise pricefor the Shares to be issued pursuant to exercise of a Stock Appreciation Right shall be determined by the Administrator and shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise,subject to Section 6(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that willspecify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the datedetermined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) also will apply to Stock Appreciation Rights. 

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled toreceive payment from the Company in an amount determined by multiplying: 

(i) The difference between the Fair Market Value ofa Share on the date of exercise over the exercise price; times 

(ii) The number of Shares with respect to which the StockAppreciation Right is exercised. 

 
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At the discretion of the Administrator, the payment upon Stock Appreciation Right exercisemay be in cash, in Shares of equivalent value, or in some combination thereof. 

10. Performance Units and PerformanceShares. 

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to ServiceProviders at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to eachParticipant; provided that during any Fiscal Year, for Performance Units or Performance Shares intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, (i) no Participant willreceive Performance Units having an initial value greater than $1,000,000, and (ii) no Participant will receive more than 300,000 Performance Shares. Notwithstanding the foregoing limitation, for Performance Shares intended to qualify as“performance-based compensation” within the meaning of Section 162(m) of the Code, in connection with his or her initial employment, an Employee may be granted up to an additional 600,000 Performance Shares and additional PerformanceUnits having an initial value of up to $0. 

(b) Value of Performance Units/Shares. Each Performance Unit will have aninitial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions(including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the ServiceProviders. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administratormay set performance objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 

(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shareswill be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vestingprovisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. 

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon aspracticable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value ofthe earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 

 
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(f) Cancellation of Performance Units/Shares. On the date set forth in the AwardAgreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 

(g) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as “performance-based compensation” under Section 162(m) of the Code,the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which areintended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code(e.g., in determining the Performance Goals). 

11. Deferred Stock Units. 

(a) General. Deferred Stock Units will consist of a Restricted Stock, Restricted Stock Unit, Performance Share or Performance UnitAward that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Units will remain subject to the claims ofthe Company’s general creditors until distributed to the Participant. 

(b) CodeSection 162(m). Deferred Stock Units intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code will be subject to the annual Code Section 162(m) limits applicable to theunderlying Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit Award as set forth in Section 7(b), 8(a), 9(b), or 10(a), as applicable. 

12. Grants to Outside Directors.

(a) Types of Awards. OutsideDirectors are eligible to receive any type of Award offered under this Plan except Incentive Stock Options. Awards pursuant to this Section 12 may be made pursuant to policy adopted by the Board, or made from time to time as determined in thediscretion of the Board. 

(b) Eligibility. Awards pursuant to this Section 12 shall be granted only to OutsideDirectors. 

(c) Vesting, Exercisability and Settlement. Awards to Outside Directors shall vest, become exercisable andbe settled as determined by the Board. 

13. Performance-Based Compensation Under Code Section 162(m). 

(a) General. If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-basedcompensation” under Code Section 162(m), the provisions of this Section 13 will control over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are not intended toqualify as “performance-based compensation” under Section 162(m) of the Code to such Participants that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of thisSection 12. 

 
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(b) Performance Goals. The granting and/or vesting of Awards of Restricted Stock,Restricted Stock Units, Performance Shares, Performance Units, Deferred Stock Units, Dividend Equivalents, and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteriawithin the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement (“Performance Goals”) including attainment of research and development milestones, business divestitures and acquisitions,cash flow, cash position, collaboration arrangements, collaboration progression, earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), earnings per Share, expense reduction, financing events, grossmargin, growth with respect to any of the foregoing measures, growth in bookings, growth in revenues, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, internal rate of return, market share, netincome, net profit, net sales, new product development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income, operating margin, pre-tax profit, product approvals, product sales,productivity, profit, projects in development, regulatory filings, return on assets, return on capital, return on stockholder equity, return on investment, return on sales, revenue, revenue growth, sales growth, sales results, stock price increase,time to market, total stockholder return, and working capital. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index. ThePerformance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of anyPerformance Goal with respect to any Participant. 

(c) Procedures. To the extent necessary to comply with theperformance-based compensation provisions of Code Section 162(m), with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety(90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code Section 162(m)), the Administrator will, in writing: (i) designate one or more Participants to whom an Awardwill be made, (ii) select the Performance Goals applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (iv) specifythe relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writingwhether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at agiven level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive paymentpursuant to an Award for a Performance Period only if the Performance Goals for such period are achieved. 

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

 
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14. Leaves of Absence/Transfer Between Locations. Unless the Administrator providesotherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers betweenlocations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute orcontract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months and one (1) day following the commencement of such leave any Incentive Stock Option held by the Participantwill cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option. 

15. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned,hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Awardtransferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. 

16.Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that anydividend 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, orexchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefitsintended to be made available under the Plan, shall adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits inSections 3, 6, 7, 8, 9, and 10 of the Plan and the number of Shares issuable pursuant to Awards to be granted under Section 12 of the Plan. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effectivedate of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 

(c) Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award beassumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction. 

 
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In the event that the successor corporation does not assume or substitute for the Award, theParticipant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on RestrictedStock, Restricted Stock Units, Deferred Stock Units and Dividend Equivalents will lapse, and, with respect to Awards with performance-based vesting, all Performance Goals or other vesting criteria will be deemed achieved at one hundred percent(100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing orelectronically that the Option or Stock Appreciation Right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon theexpiration of such period. 

For the purposes of this subsection (c), an Award will be considered assumed if, following theChange in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change inControl by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);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 Administrator may, with the consent of the successor corporation, provide for theconsideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, Performance Share, or Deferred Stock Unit, for each Share subject to such Award, to be solelycommon stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. 

Notwithstanding anything in this Section 16(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if theCompany or its successor modifies any of such Performance Goals without the Participant’s consent; provided, however, a modification to such Performance Goals only to reflect the successor corporation’s post-Change in Control corporatestructure will not be deemed to invalidate an otherwise valid Award assumption. 

(d) Outside Director Awards. Withrespect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, asapplicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or StockAppreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units, Deferred Stock Units and Dividend Equivalentswill lapse, and, with respect to Performance Units and Performance Shares, all Performance Goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

 
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17. Tax. 

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or requirea Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it mayspecify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shareshaving a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The FairMarket Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 

(c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of CodeSection 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. ThePlan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of theAdministrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of CodeSection 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 

18. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Providerwith the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 

19. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes thedetermination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. 

20. Term of Plan. Subject to Section 24 of the Plan, the Plan will become effective upon its adoption by the Board. It willcontinue in effect for a term of ten (10) years from the date adopted by the Board unless terminated earlier under Section 21 of the Plan. 

21. Amendment and Termination of the Plan. 

(a) Amendment andTermination. The Board may at any time amend, alter, suspend or terminate the Plan. 

 
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(b) Stockholder Approval. The Company will obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws. 

(c) Effect of Amendment orTermination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signedby the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

22. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Lawsand will be further subject to the approval of counsel for the Company with respect to such compliance. 

(b) InvestmentRepresentations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 

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

24. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) monthsafter the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

 
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