exv10w1






Exhibit 10.1




AMKOR TECHNOLOGY, INC.




1998 STOCK PLAN




(Amended and Restated February 4, 2008)




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




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility,
	 
	 	•	 	to provide additional incentive to Employees, Directors and Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





          Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options,
as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted
under the Plan.




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



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




          (b) “Applicable Laws” means the requirements relating to the administration of stock
option plans 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 foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.




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




          (d) “Code” means the Internal Revenue Code of 1986, as amended.




          (e) “Committee” means a committee of Directors appointed by the Board in accordance
with Section 4 of the Plan.




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




          (g) “Company” means Amkor Technology, Inc., a Delaware corporation.




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




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




          (j) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.




 









 








          (k) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.




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




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




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the date of
determination (unless the date of determination is not a market trading day, in which case the Fair
Market Value shall be the closing sales price on the last market trading day prior to such date 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 of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or



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



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




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




          (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




          (q) “Notice of Grant” means a written or electronic notice evidencing certain terms
and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part
of the Option Agreement.




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




          (s) “Option” means a stock option granted pursuant to the Plan.




          (t) “Option Agreement” means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.




          (u) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase
Right.




          (v) “Optionee” means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.




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




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




          (y) “Plan” means this 1998 Stock Plan.




          (z) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of
Stock Purchase Rights under Section 11 of the Plan.




          (aa) “Restricted Stock Purchase Agreement” means a written agreement between the
Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a
Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the Notice of Grant.




          (bb) “Retirement” means an Optionee’s ceasing to be a Service Provider on or after the
date when the sum of (i) the Optionee’s age (rounded down to the nearest whole month), plus
(ii) the number of years (rounded down to the nearest whole month) that the Optionee has provided
services to the Company equals or is greater than seventy-five (75).




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




          (dd) “Section 16(b)” means Section 16(b) of the Exchange Act.




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




          (ff) “Share” means a share of the Common Stock, as adjusted in accordance with
Section 13 of the Plan.




          (gg) “Stock Purchase Right” means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.




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




     3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the maximum aggregate number of Shares which may be optioned and sold under the Plan is 5,000,000
Shares, plus an annual increase to be added as of January 1st of each year during the
term of the Plan equal to the lesser of (i) the number of Shares needed to restore the maximum
aggregate number of Shares which may be optioned and sold under the Plan to 5,000,000, or (ii) a
lesser amount determined by the Administrator. The Shares may be authorized, but unissued, or
reacquired Common Stock.



          If an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been issued
under the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and
shall not become available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.




     4. Administration of the Plan.



          (a) Procedure.




               (i) Multiple Administrative Bodies. The Plan may be administered by different
Committees with respect to different groups of Service Providers.



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



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



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



          (b) Powers of the Administrator. Subject to the 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 shall have the authority, in its discretion:




               (i) to determine the Fair Market Value;



               (ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted
hereunder;



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               (iii) to determine the number of shares of Common Stock to be covered by each Option and Stock
Purchase Right granted hereunder;



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



               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any
Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase
Right or the shares of Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;



               (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;



               (vii) 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 qualifying for preferred
tax treatment under foreign tax laws;



               (viii) to modify or amend each Option or Stock Purchase Right (subject to Section 14(c) of the
Plan), including the discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan. Notwithstanding the previous clause,
without stockholder approval, the Administrator may not (1) modify or amend an Option or Stock
Purchase Right to reduce the exercise price of such Option or Stock Purchase Right after it has
been granted (except for adjustments made pursuant to Section 14), (2) cancel any outstanding
Option or Stock Purchase Right and immediately replace it with a new Option or Stock Purchase Right
with a lower exercise price, (3) cancel any outstanding Option or Stock Purchase Right and
immediately replace it with a new Option or Stock Purchase Right, or (4) cancel any outstanding
Option in exchange for cash;



               (ix) to allow Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares withheld for this
purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable;



               (x) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Option or Stock Purchase Right previously granted by the Administrator;



               (xi) to make all other determinations deemed necessary or advisable for administering the
Plan.



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          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations shall be final and binding on all Optionees and any other holders of Options or
Stock Purchase Rights.




     5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees.



     6. Limitations.



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




          (b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any
right with respect to continuing the Optionee’s relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to
terminate such relationship at any time, with or without cause.




          (c) The following limitations shall apply to grants of Options:




               (i) No Service Provider shall be granted, in any fiscal year of the Company, Options to
purchase more than 2,000,000 Shares.



               (ii) In connection with his or her initial service, a Service Provider may be granted Options
to purchase up to an additional 2,000,000 Shares which shall not count against the limit set forth
in subsection (i) above.



               (iii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 13.



               (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted
(other than in connection with a transaction described in Section 13), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.



     7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 15 of the Plan.



     8. Term of Option. The term of each Option shall be stated in the Option Agreement.
In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant
or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an



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Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock
Option shall be five (5) years from the date of grant or such shorter term as may be provided in
the Option Agreement.



     9. Option Exercise Price and Consideration.



          (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be determined by the Administrator, subject to the following:




               (i) 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 shall be no less than 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 exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.



               (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.



               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of
less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or
other corporate transaction.



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




          (c) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:




               (i) cash;



               (ii) check;



               (iii) promissory note;



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               (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;



               (v) consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;



               (vi) a reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored deferred
compensation program or arrangement;



               (vii) any combination of the foregoing methods of payment; or



               (viii) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws.



     10. Exercise of Option.



          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall 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 Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.




               An Option shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.
Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
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 or
receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment 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 13 of the Plan.



               Exercising an Option in any manner shall 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.



          (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). In the absence of a specified time in
the




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Option Agreement, the Option shall remain exercisable for three (3) months following the
Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.




          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period
of time as is specified in the Option 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 such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.




          (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may
be exercised within such period of time as is specified in the Option Agreement (but in no event
later than the expiration of the term of such Option as set forth in the Notice of Grant), by the
Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of death. In the absence
of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee’s termination. If, at the time of death, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. The Option may be exercised by the executor or administrator of
the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the
Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.




          (e) Retirement of Optionee. For purposes of Option grants made after February 4,
2000, if an Optionee ceases to be a Service Provider as the result of the Optionee’s Retirement,
the Option may be exercised for twelve (12) months following the Optionee’s termination. If, at
the time of Retirement, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan. For grants
made after April 4, 2001, if an Optionee ceases to be a service provider as a result of the
Optionee’s Retirement, the Options will continue to vest for an additional twelve (12) months
following the Optionee’s termination. He/she will have thirty (30) days following the initial
twelve (12) month period to exercise his/her Options.




          (f) Buyout Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that such offer is made.




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     11. Stock Purchase Rights.



          (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of Shares that the
offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree
must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase
Agreement in the form determined by the Administrator.




          (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser’s service with the Company for any reason (including
death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
Purchase Agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall
lapse at a rate determined by the Administrator.




          (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.




          (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder
when his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the
Plan.




     12. Non-Transferability of Options and Stock Purchase Rights. Unless determined
otherwise by the Administrator, an Option or Stock Purchase Right 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 Optionee, only by the
Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as the Administrator
deems appropriate.



     13. Formula Option Grants to Outside Directors. Outside Directors will be entitled to
receive all types of awards under this Plan, including discretionary awards not covered under this
Section 13. All grants of Options to Outside Directors pursuant to this Section will be automatic
and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the
following provisions:



          (a) All Options granted pursuant to this Section shall be Nonstatutory Stock Options and,
except as otherwise provided herein, shall be subject to the other terms and conditions of the
Plan.




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          (b) Each Outside Director shall be automatically granted an Option to purchase 20,000 Shares
(the “First Option”) on the date on which such person first becomes an Outside Director, whether
through election by the stockholders of the Company or appointment by the Board to fill a vacancy;
provided, however, that an Inside Director who ceases to be an Inside Director but who remains a
Director shall not receive a First Option.




          (c) Each Outside Director shall be automatically granted an Option to purchase 10,000 Shares
on each date on which such person is re-elected by the stockholders of the Company as an Outside
Director; provided that, as of such date, he or she shall have served on the Board for at least the
preceding six (6) months.




          (d) The terms of Option granted pursuant to this Section shall be as follows:




               (i) the term of the Option shall be ten (10) years.



               (ii) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date
of grant of the Option.



               (iii) the Option shall become exercisable as to one-third (1/3) of the Shares subject to the
Option on each anniversary of its date of grant provided that the Optionee continues to serve as a
Director on such date.



          (e) The Administrator in its discretion may change and otherwise revise the terms of Options
granted under this Section 13, including, without limitation, the number of Shares and exercise
prices thereof, for Options granted on or after the date the Administrator determines to make any
such change or revision.




     14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.



          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.




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          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior
to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which
the Option would not otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock
Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation
of such proposed action.




          (c) Merger or Asset Sale. In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the Company, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.
In the event that the successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the Option or Stock
Purchase Right shall be fully vested and exercisable for a period of ninety (90) days from the date
of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered
assumed if, following the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets 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 merger or sale of assets is
not solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.




     15. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be,
for all purposes, the date on which the Administrator makes the determination granting such Option
or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Optionee within a reasonable time after the date of
such grant.



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     16. Amendment and Termination of the Plan.



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




          (b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.




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




     17. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance.




          (b) Investment Representations. As a condition to the exercise of an Option or Stock
Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right
to represent and warrant at the time of any such exercise that the Shares 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.




     18. 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
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     19. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



     20. Shareholder Approval. The Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the manner and to the degree required under Applicable Laws.




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APPENDIX A




Terms and Conditions for French Option Grants




     The following terms and conditions will apply in the case of Option grants to French
residents.



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



          (a) “Applicable Laws” means the legal requirements relating to the administration of
stock option plans under French corporate, securities, labor and tax laws.




          (b) “Disability” means total and permanent disability in accordance with Section
L341-4 second and third paragraphs of the French Code de la Sécurité Sociale, as certified in
writing by a physician from the French Ministry of Labor (“médecin du travail”).




          (c) “Employee” means (i) any person employed by the Company or a Subsidiary in a
salaried position within the meaning Applicable Laws, who does not own more than 10% of the voting
power of all classes of stock of the Company, or any Parent or Subsidiary, and who is a resident of
the Republic of France or (ii) any person employed by the Company or a Subsidiary who is a resident
of the Republic of France for tax purposes or who performs his or her duties in France and is
subject to French income social security contributions on his or her remuneration.




          (d) “Fair Market Value” means, as of any date, the dollar value of Common Stock
determined as follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market of the Nasdaq Stock Market, its
Fair Market Value will be the average quotation price for the last 20 days preceding the date of
determination for such stock (or the average closing bid for such 20 day period, if no sales were
reported) as quoted on such exchange or system and reported in The Wall Street Journal or such
other source as the Administrator deems reliable;



               (ii) If the Common Stock is quoted on the Nasdaq Stock market (but not on the Nasdaq National
Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value will be the mean between the high bid and low asked prices for the
Common Stock for the last 20 days preceding the date of determination; or



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



          (e) “Subsidiary” means any participating subsidiary of the Company located in the
Republic of France and that falls within the definition of “subsidiary” within the meaning of
Section L. 225-180 paragraph 1 of the French commercial code.




 









 








          (f) “Termination” means if the Optionee is an Employee, the last day of any statutory or
contractual notice period whether worked or not (provided, only the employer, and not the Optionee,
may decide whether the Optionee works during the notice period) and irrespective of whether the
termination of the employment agreement is due to resignation or dismissal of the Employee for any
reason whatsoever; if the Optionee is a corporate officer as defined in Section 2 of this Appendix
A, Termination means the date on which he or she effectively leaves his or her position as a
corporate officer for any reason whatsoever.




     2. Eligibility. Options granted pursuant to this Appendix A may be granted only to
Employees, the Président du conseil d’administration, the membres du directoire, the Directeur
général, the directeurs généraux délégués, the Gérant of a company with capital divided by shares;
provided, however, that the administrateurs and the membres du conseil de surveillance who are also
Employees of the Subsidiary in accordance with a valid employment agreement pursuant to Applicable
Laws may be granted Options hereunder. For the purpose of this Appendix A, when applicable, the
rules set forth for an Employee shall be applicable to the aforementioned corporate officers.



     3. Stock Subject to the Plan. The total number of Options outstanding which may be
exercised for newly issued Shares may at no time exceed that number equal to one-third of the
Company’s voting stock, whether preferred stock of the Company or Common Stock. If any Optioned
Stock is to consist of reacquired Shares, such Optioned Stock must be purchased by the Company, in
the limit of 10% of its share capital, prior to the date of the grant of the corresponding new
Option and must be reserved and set aside for such purposes. In addition, the new Option must be
granted within one (1) year of the acquisition of the Shares underlying such new Option.



     4. Limitations Upon Granting of Options.



          (a) Declaration of Dividend; Capital Increase. To the extent applicable to the
Company, Options cannot be granted during the 20 trading days from (i) the date the Common Stock is
trading on an ex-dividend basis or (ii) a capital increase.




          (b) Non-Public Information. To the extent applicable to the Company, the Company
shall not grant Options during the closed periods required under Section L 225-177 of the French
Commercial Code. As a result, notwithstanding any other provision of the Plan, Options cannot be
granted:




               (i) during the ten (10) trading days preceding and following the date on which the
consolidated accounts, or, if unavailable, the annual accounts, are made public;



               (ii) during the period between the date on which the Company’s governing bodies (i.e., the
Administrator) become aware of information which, if made public, could have a material impact on
the price of the Shares, and the date ten (10) trading days after such information is made public.



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          (c) Right to Employment. Neither the Plan nor any Option shall confer upon any
Optionee any right with respect to continuing the Optionee’s employment relationship with the
Company or any Subsidiary.




     5. Option Price. The exercise price for the Shares to be issued pursuant to exercise
of an Option will be determined by the Administrator upon the date of grant of the Option and
stated in the Option Agreement, but in no event will be lower than eighty percent (80%) of the Fair
Market Value on the date the Option is granted or of the average purchase price of these Shares by
the Company. The Option Price cannot be modified while the Option is outstanding, except as
required by Applicable Laws.



     6. Term of Option. The term of each Option shall be as stated in the Option
Agreement; provided, however, that the maximum term of an Option shall not exceed ten (10) years
from the date of grant of the Option.



     7. Exercise of Option; Restriction on Sale.



          (a) Options granted hereunder may be not be exercised within one (1) year of the date the
Option is granted (the “Initial Exercise Date”) whether or not the Option has vested prior to such
time; provided, however, that the Initial Exercise Date will be automatically adjusted to conform
with any changes under Applicable Laws so that the length of time from the date of grant to the
Initial Exercise Date when added to the length of time in which Shares may not be disposed of after
the Initial Exercise Date as provided in Section 7(b) below, will allow for favorable tax and
social security treatment under Applicable Laws. Thereafter, Options may be exercised to the
extent they have vested. Options granted hereunder will vest as determined by the Administrator.




               An Option will be deemed exercised when the Company receives: (i) written or electronic notice
of exercise (in accordance with the Option Agreement) 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 any applicable withholding taxes and social security contributions. Full payment may consist
of any consideration and method of payment authorized by the Administrator and permitted by the
Option Agreement and the Plan. 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 or receive dividends or any other rights as a stockholder will exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment 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 13 of the Plan.



          (b) The Shares subject to an Option may not be transferred, assigned or hypothecated in any
manner otherwise than by will or by the laws of descent or distribution before the date three (3)
years from the Initial Exercise Date, except for any events provided for in Article 91 ter of Annex
II to the French tax code; provided, however, that the duration of this restriction on sale will be
automatically adjusted to conform with any changes to the holding period required for favorable tax
and social security treatment under Applicable Laws to the extent permitted under Applicable Laws.




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          (c) Termination of Employment Relationship. Upon Termination of an Optionee’s status
as an Employee (other than upon the Optionee’s death or Disability), the Optionee may exercise his
or her Option, but only within thirty (30) days from the date of such Termination, and only to the
extent that the Optionee was entitled to exercise it at the date of Termination (but in no event
later than the expiration of the term of such Option as set forth in the Option Agreement). If, at
the date of Termination, the Optionee is not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after
Termination, the Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.




          (d) Disability of Optionee. Upon Termination of an Optionee’s status as an Employee
terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option at
any time within six (6) months from the date of such Termination, but only to the extent that the
Optionee was entitled to exercise it at the date of such Termination (but in no event later than
the expiration of the term of such Option as set forth in the Option Agreement). If, at the date
of Termination, the Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If, after
Termination, the Optionee does not exercise his or her Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan.




          (e) Death of Optionee. In the event of the death of an Optionee while an Employee,
the Option may be exercised at any time within six (6) months following the date of death by the
Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the
Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the
Option by bequest or inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall immediately revert to the Plan.




          (f) Retirement of Optionee. If an Optionee ceases to be an Employee as the result of
the Optionee’s Retirement, the Option may be exercised for twelve (12) months following the
Optionee’s Termination. If, at the time of Retirement, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to
the Plan. If, after Termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan. If an Optionee ceases to be an Employee as a result of the Optionee’s Retirement, the
Options will continue to vest for an additional twelve (12) months following the Optionee’s
Termination. The Optionee will have thirty (30) days following the twelve (12) month period after
his or her Termination to exercise his or her Options (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).




     8. Non-Transferability of Options. An Option 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 Optionee, only by the
Optionee.



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     9. Changes in Capitalization. If any adjustment provided for in Section 13(a) of the
Plan to the exercise price and the number of shares of Common Stock covered by outstanding Options
would violate Applicable Laws in such a way to jeopardize the favorable tax and social security
treatment of this Plan together with this Appendix A and the Options granted thereunder, then no
such adjustment will be made prior to the exercise of any such outstanding Option.



     10. Information Statements to Optionees. The Company or its French Parent or
Subsidiary, as required under Applicable Laws, will provide to each Optionee, with copies to the
appropriate governmental entities, such statements of information as required by the Applicable
Laws.



     11. Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Any favorable amendments or alterations are automatically deemed to be
approved by Optionee. Termination of the Plan will not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.



     12. Reporting to the Shareholders’ Meeting. The Subsidiary of the Company, if
required under Applicable Laws, will provide its shareholders with an annual report with respect to
Options granted and/or exercised by its Employees in the financial year.



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