Exhibit 4.3


 


CIPHERGEN BIOSYSTEMS, INC.


 


2000 STOCK PLAN


 


                1.             Purposes of the Plan.  The purposes of this 2000 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.


 


                The Plan permits the grant of Incentive Stock
Options, Nonstatutory Stock Options, Stock Purchase Rights, Stock Appreciation
Rights, Performance Units and Performance Shares.


 


                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, in
accordance with Section 4 of the Plan.


 


                                                                (b)           “Applicable
Laws” means the requirements relating to the administration 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
foreign country 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, SARs,
Restricted Stock, Performance Units or Performance Shares.


 


                                                                (d)           “Award
Agreement” means the written or electronic agreement setting forth
the terms and provisions applicable to each Award granted under the Plan,
including an Option Agreement.


 


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


 


                                                                (f)            “Cash
Position” means as to any Performance Period, the Company’ s level
of cash and cash equivalents, including, without limitation, amounts classified
for financial reporting purposes as short-term investments and restricted
investments.


 


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


 


                                                                (h)           “Committee”
means a committee 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 Ciphergen Biosystems, Inc., a Delaware corporation.


 


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


 


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


 


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


 


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


 


 


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                                                                (o)           “Earnings
Per Share” means as to any Performance Period, the Company’s or a
business unit’s Net Income, divided by a weighted average number of Shares
outstanding and dilutive equivalent Shares deemed outstanding, determined in accordance
with U.S. GAAP; provided, however, that if Net Income as to any such
Performance Period is a negative amount, then Earnings Per Share means the
Company’s or business unit’s Net Income, divided by a weighted average number
of Shares outstanding, determined in accordance with U.S. GAAP.


 


                                                                (p)           “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 sufficient to constitute
“employment” by the Company.


 


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


 


                                                                (r)            “Excluded
Items” includes, without limitation, (i) incentive
compensation, (ii) in-process research and development expenses,
(iii) acquisition costs, (iv) compensation expense from equity
compensation, (v) operating expenses from acquired businesses,
(vi) amortization of acquired intangible assets, and (vii) such other
unusual or one-time items as may be identified by the Administrator.


 


                                                                (s)           “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 will 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 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 of Common Stock will be the mean between the
high bid and low asked prices 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; or


 


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


 


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


 


                                                                (u)           “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.


 


                                                                (v)           “Net
Income” means as to any Performance Period, the Company’s or a
business unit’s income after taxes determined in accordance with U.S. GAAP,
adjusted for any Excluded Items approved for exclusion by the Administrator.


 


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


 


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


 


                                                                (y)           “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.


 


 


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                                                                (z)            “Operating
Income” means as to any Performance Period, the Company’s or a
business unit’s income from operations determined in accordance with U.S. GAAP,
adjusted for any Excluded Items approved for exclusion by the Administrator.


 


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


 


                                                                (bb)         “Option
Agreement” means a written or electronic 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.


 


                                                                (cc)         “Optioned
Stock” means the Common Stock subject to an Option.


 


                                                                (dd)         “Optionee”
means the holder of an outstanding Option granted under the Plan.


 


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


 


                                                                (ff)           “Participant”
means the holder of an outstanding Award, including any Optionee.


 


                                                                (gg)         “Performance
Goals” means the goal(s) (or combined goal(s)) determined by the
Administrator (in its discretion) to be applicable to a Participant with
respect to an Award granted under the Plan. As determined by the Administrator,
the Performance Goals applicable to an Award may provide for a targeted level
or levels of achievement using one or more of the following measures:
(a) Cash Position, (b) Earnings Per Share, (c) Net Income,
(d) Operating Cash Flow, (e) Operating Income, (f) Return on
Assets, (g) Return on Equity, (h) Return on Sales, (i) Revenue
and (j) Total Shareholder Return. The Performance 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 any Performance Goal with
respect to any Participant.


 


                                                                (hh)         “Performance
Period” means any Fiscal Year of the Company or such other period as
determined by the Administrator in its sole discretion.


 


                                                                (ii)           “Performance
Share” means the right to receive Shares or cash pursuant to
Section 9.


 


                                                                (jj)           “Performance
Unit” means the right to receive Shares or cash pursuant to
Section 9.


 


                                                                (kk)         “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 based on
the passage of time, the achievement of Performance Goals, or the occurrence of
other events as determined by the Administrator.


 


                                                                (ll)           “Plan”
means this 2000 Stock Plan, as amended and restated.


 


                                                                (mm)       “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock
under Section 7 of the Plan, or issued pursuant to the early exercise of
an Option.


 


                                                                (nn)         “Return
on Assets” means as to any Performance Period, the percentage equal
to the Company’s or a business unit’s Operating Income divided by average net
Company or business unit, as applicable, assets, determined in accordance with
U.S. GAAP.


 


                                                                (oo)         “Return
on Equity” means as to any Performance Period, the percentage equal
to the Company’s Net Income divided by average stockholder’s equity, determined
in accordance with U.S. GAAP.


 


                                                                (pp)         “Return
on Sales” means as to any Performance Period, the percentage equal
to the Company’s or a business unit’s Operating Income divided by the Company’s
or the business unit’s, as applicable, Revenue.


 


 


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                                                                (qq)         “Revenue”
means as to any Performance Period, the Company’s or business unit’s net sales,
determined in accordance with U.S. GAAP.


 


                                                                (rr)           “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.


 


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


 


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


 


                                                                (uu)         “Share”
means a share of the Common Stock, as adjusted in accordance with
Section 12 of the Plan.


 


                                                                (vv)         “Stock
Appreciation Right” or “SAR”
means an Award, granted alone or in connection with an Option, that pursuant to
Section 8 is designated as a SAR.


 


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


 


                                                                (xx)          “Total
Shareholder Return” means as to any Performance Period, the total
return (change in share price plus reinvestment of any dividends) of a Share.


 


                                                                (yy)         “U.S.
GAAP” means generally accepted accounting principles in the United
States.


 


                3.             Stock Subject to the Plan.


 


                        a.             Stock
Subject to the Plan.  Subject
to the provisions of Section 12 of the Plan, the maximum aggregate number
of Shares that may be optioned and sold under the Plan is 2,500,000 Shares,
plus an annual increase to be added on the first day of the Company’s fiscal
year, beginning fiscal year 2001, equal to the lesser of (i) 5,000,000
Shares, (ii) 5% of the outstanding Shares of Common Stock on the last day
of the immediately preceding fiscal year or (iii) an amount determined by
the Board. The Shares may be authorized, but unissued, or reacquired Common
Stock. Shares will not be deemed to have been issued pursuant to the Plan with
respect to any portion of an Award that is settled in cash. Upon payment in
Shares pursuant to the exercise of an SAR, the number of Shares available for
issuance under the Plan will be reduced only by the number of Shares actually
issued in such payment. If the exercise price of an Award is paid by tender to
the Company, or attestation to the ownership, of Shares owned by the
Participant, the number of Shares available for issuance under the Plan will be
reduced by the gross number of Shares for which the Award is exercised.


 


                                b.             Lapsed
Awards.  If an Award expires
or becomes unexercisable without having been exercised in full, the unpurchased
Shares which were subject thereto will 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 Award, will
not be returned to the Plan and will not become available for future
distribution under the Plan, except that if unvested Shares are forfeited or
repurchased by the Company, such Shares will become available for future grant
under the Plan.


 


                                                                                                c.             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.  Different Committees with respect to
different groups of Service Providers may administer the Plan.


 


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                                                                                                                (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 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 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) a Committee, which committee
will 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 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;


 


                                                                                                                (iii)          to determine the number of Shares to
be covered by each Award 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 Award granted
hereunder. Such terms and conditions 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 or limitation regarding any Award
or the Shares relating thereto, based in each case on such factors as the Administrator
will 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 satisfying applicable foreign laws;


 


                                                                                                                (viii)        to modify or amend each Award (subject
to Section 17(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Awards longer than is
otherwise provided for in the Plan;


 


                                                                                                                (ix)           to allow Participants to satisfy
withholding tax obligations in such manner as prescribed in Section 13;


 


                                                                                                                (x)            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;


 


                                                                                                                (xi)           to allow a Participant to defer the
receipt of the payment of cash or the delivery of Shares that would otherwise
be due to such Participant under an Award; and


 


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


 


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


 


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


 


                6)             Stock Options.


 


                                                                (a)           Limitations.


 


                                                                                                                i)              Each Option will 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 Participant during any
calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options will be treated as Nonstatutory Stock Options. For
purposes of this Section 6(a), 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 the time the Option with respect to such Shares
is granted.


 


                                                                                ii)             The following limitations will
apply to grants of Options:


 


                                                                                                                                                                A.            No Service Provider will be granted,
in any Fiscal Year, Options to purchase more than 750,000 Shares.


 


                                                                                                                                                                B.            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 will not count against the limit set forth
in Section 6(a)(2)(ii)(A) above.


 


                                                                                                                                                                C.            The foregoing limitations will be
adjusted proportionately in connection with any change in the Company’s
capitalization as described in Section 12.


 


                                                                                                                                                                D.            If an Option is cancelled in the
same Fiscal Year in which it was granted (other than in connection with a
transaction described in Section 12), the cancelled Option will be counted
against the limits set forth in subsections (A) and (B) 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.


 


                                                                b)            Term
of Option.  The Administrator
will determine the term of each Option in its sole discretion. In the case of
an Incentive Stock Option, the term will 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 Incentive Stock Option granted to an Participant
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 will be five (5) years from the date of grant or such shorter
term as may be provided in the Option Agreement.


 


                                                                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 determined by the Administrator, subject to
the following:


 


                                                                                                A.            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
110% of the Fair Market Value per Share on the date of grant.


 


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                                                                                                                                                                                                                b)            granted to any Employee other than
an Employee described in paragraph a) immediately above, the per Share
exercise price will be no less than 100% of the Fair Market Value per Share on
the date of grant.


 


                                                                                                                                                                                                                c)             Notwithstanding the foregoing,
Incentive Stock 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
transaction described in, and in a manner consistent with, Section 424(a)
of the Code.


 


                                                                                                                                                                A.            In the case of a Nonstatutory Stock
Option, the per Share exercise price will 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 will be no less than 100% of the Fair Market Value per
Share on the date of grant.


 


                                                                                                                (ii)           Waiting Period and Exercise Dates.  At the time an Option is granted,
the Administrator 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 Stock Option, the Administrator will
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:


 


                                                                A.            cash;


 


                                                                B.            check;


 


                                                                C.            promissory note to the extent
permitted by Applicable Laws;


 


                                                                                                                                                                D.            other Shares, provided Shares
acquired directly or indirectly from the Company, (1) have been owned by
the Participant and not subject to substantial risk of forfeiture for more than
six months on the date of surrender, and (2) have 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;


 


                                                                                                                                                                E.             consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan;


 


                                                                                                                                                                F.             a reduction in the amount of any
Company liability to the Participant, including any liability attributable to
the Participant’s participation in any Company-sponsored deferred
compensation program or arrangement;


 


                                                                G.            any combination of the foregoing
methods of payment; or


 


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


 


                                                                d)            Exercise
of Option.


 


                                                                                                                i.              Procedure for Exercise;  Rights as a Stockholder.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 Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder will be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.


 


                                                                                                                                                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 


 


 


7

















 


                                                                                                exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with an applicable
withholding taxes). 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 will be issued in the
name of the Participant or, if requested by 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 or receive 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. 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 12 of the
Plan.


 


                                                                                                                                                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 an Participant ceases to be a Service
Provider, other than upon the Participant’s death or Disability, the
Participant 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 Option Agreement, the Option will remain exercisable for
three (3) months following the Participant’s termination. 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 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 an Participant ceases to be a Service Provider as a
result of the Participant’s Disability, the Participant 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 will remain exercisable for twelve (12) months following the
Participant’s termination. 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 his or 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 an Participant dies while a Service
Provider, the Option may be exercised following Participant’s death within such
period of time as is specified in the Option Agreement 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 Option Agreement) by the Participant’s designated beneficiary, provided
such beneficiary has been designated prior to Participant’s death in a form
acceptable by the Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative 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
Option Agreement, the Option will remain exercisable for twelve
(12) months following Participant’s death. If, at the time of death, the
Participant is not vested as to his or her entire Option, the Shares 


 


 


8

















 


 


                                                                                                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.


 


                (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 to time, 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 other terms
and conditions as the Administrator, in its sole discretion, will determine.
Notwithstanding the foregoing, during any Fiscal Year no Participant will
receive more than an aggregate of 250,000 Shares of Restricted Stock; provided,
however, that in connection with a Participant’s initial service as an
Employee, an Employee may be granted an aggregate of up to an additional
500,000 Shares of Restricted Stock. Unless the Administrator determines
otherwise, Shares of Restricted Stock will be held by the Company as escrow
agent 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 of the applicable Period of
Restriction.


 


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


 


                                                                e)             Removal
of Restrictions.  Except as
otherwise provided in this Section 7, Shares of Restricted Stock covered
by each Restricted Stock grant made under the Plan will be released from escrow
as soon as practicable after the last day of the Period of Restriction. 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 may exercise full voting rights with respect to those Shares, unless
the Administrator determines otherwise.


 


                                                                g)            Dividends
and Other 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 otherwise provided in the
Award Agreement. 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
which restrictions have not lapsed will revert to the Company and again will
become available for grant under the Plan.


 


                                                                i)              Section 162(m)
Performance Restrictions. 
For purposes of qualifying a 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, which will be set by the Administrator on or before the Determination
Date. In this connection, the Administrator will follow any procedures
determined by it from time to time to be necessary or appropriate to ensure
qualification of the Restricted Stock under Section 162(m) of the Code
(e.g., in determining the Performance Goals).


 


 


9

















 


                8)             Stock Appreciation Rights.


 


                                                                a)             Grant
of SARs.  Subject to the
terms and conditions of the Plan, a SAR 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 SARs granted to any
Participant, provided that during any Fiscal Year, no Participant will be
granted SARs covering more than 750,000 Shares. Notwithstanding the foregoing
limitation, in connection with a Participant’s initial service as an Employee,
an Employee may be granted SARs covering up to an additional 2,000,000 Shares.


 


                                                                c)             Exercise
Price and Other Terms.  The
Administrator, subject to the provisions of the Plan, will have complete
discretion to determine the terms and conditions of SARs granted under the
Plan.


 


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


 


                                                                e)             Expiration
of SARs.  An SAR granted
under the Plan will expire upon the date determined 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 SARs.


 


                                                                f)             Payment
of SAR Amount.  Upon exercise
of an SAR, a Participant will be entitled to receive payment from the Company,
less any applicable withholding taxes, in an amount determined by multiplying:


 


                                                                                                                i)              The difference between the Fair
Market Value of a Share on the date of exercise and the exercise price; times


 


                                                                                                                ii)             The number of Shares with respect
to which the SAR is exercised.


 


                                                                At the discretion
of the Administrator, the payment upon SAR exercise may be in cash, in Shares
of equivalent value, or in some combination thereof.


 


                (9)           Performance Units and Performance Shares.


 


                                                                a)             Grant
of Performance Units/Shares. 
Performance Units and Performance Shares 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. The Administrator will have complete
discretion in determining the number of Performance Units and Performance
Shares granted to each Participant provided that during any Fiscal Year,
(a) no Participant will receive Performance Units having an initial value
greater than $2,000,000, and (b) no Participant will receive more than
250,000 Performance Shares. Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted up to an additional 500,000 Performance Shares.


 


                                                                b)            Value
of Performance Units/Shares. 
Each Performance Unit will have an initial 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 Service Provider. The time period during which the
performance objectives or other vesting provisions must be met 


 


 


10

















 


                                                will be called the “Performance Period.” 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.


 


                                                                                                                i)              General Performance Objectives.  The Administrator may set performance
objectives based upon the achievement of Company-wide, divisional, or
individual goals, or any other basis determined by the Administrator in its
discretion.


 


                                                                                                                ii)             Section 162(m) Performance Objectives.  For purposes of qualifying grants of
Performance Units/Shares as “performance-based compensation” under
Section 162(m) of the Code, the Administrator, in its discretion, may
determine that the performance objectives applicable to Performance
Units/Shares will be based on the achievement of Performance Goals. The
Administrator will set the Performance Goals on or before the Determination
Date. In granting Performance Units/Shares 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 of the Performance Units/Shares under Section 162(m) of the
Code (e.g., in determining the Performance Goals).


 


                                                                d)            Earning
of Performance Units/Shares. 
After the applicable Performance Period has ended, the holder of
Performance Units/Shares will 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 vesting provisions 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 as practicable 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 of the earned Performance
Units/Shares at the close of the applicable Performance Period) or in a
combination thereof, taking into consideration any applicable withholding taxes
which may be due as a result of the Award.


 


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


 


                (10)         Leaves of Absence.  Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave
of absence. A Service Provider will 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, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed
ninety (90) 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, then three
(3) months following the 91st day of such leave any Incentive Stock Option
held by the Participant will cease to be treated as an Incentive Stock Option
and will be treated for tax purposes as a Nonstatutory Stock Option.


 


                (11)         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 Award transferable, such
Award will contain such additional terms and conditions as the Administrator
deems appropriate.


 


 


11

















 


                (12)         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 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, and the numerical Share
limits set forth in Sections 3, 6, 7, 8 and 9 will 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 will not be deemed to have been “effected without receipt of
consideration.” Such adjustment will be made by the Board, whose determination
in that respect will 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, will affect, and no
adjustment by reason thereof will be made with respect to, the number or price
of shares of Common Stock subject to an Award.


 


                                                                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 effective date
of such proposed transaction. The Administrator in its discretion may provide
for a Participant 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
will 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 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 Award will 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
Award, the Participant 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 Restricted Stock will lapse, and, with respect to Performance
Shares and Performance Units, all performance goals or other vesting criteria
will be deemed achieved at target levels and all other terms and conditions
met. In addition, if an Option or Stock Appreciation Right becomes fully vested
and exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Appreciation Right will terminate upon the
expiration of such period.


 


                For the purposes of this subsection (c), an Award
will be considered assumed if, following the merger or sale of assets, the
Award confers the right to purchase or receive, for each Share subject to the
Award immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) or, in the case of a
Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the
Administrator can determine to pay in cash, the fair market value of the
consideration 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 


 


 


12

















 


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 an Option or
Stock Appreciation Right or upon the payout of a Performance Share or
Performance Unit, for each Share subject to such Award (or in the case of
Performance Units, the number of implied shares determined by dividing the
value of the Performance Units by the per share consideration received by
holders of Common Stock in the merger or sale of assets), 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.


 


                Notwithstanding anything in this subsection
(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
the Company 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-transaction corporate
structure will not be deemed to invalidate an otherwise valid Award assumption.


 


                (13)         Tax Withholding


 


                                                                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 require a
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 may
specify from time to time, may permit a Participant to satisfy such tax
withholding obligation, in whole or in part by (a) paying cash,
(b) electing to have the Company withhold otherwise deliverable cash or
Shares having a Fair Market Value equal to the amount required to be withheld,
or (c) delivering to the Company already-owned Shares having a Fair
Market Value equal to the amount required to be withheld. The amount of the
withholding requirement will be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to
exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be determined.
The Fair Market Value of the Shares to be withheld or delivered will be
determined as of the date that the taxes are required to be withheld.


 


                (14)         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 Provider with 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.


 


                (15)         Term of Plan.  Subject to Section 20 of the Plan, the Plan, as amended and
restated on April 28, 2004, will become effective upon its adoption by the
Board. It will continue in effect for a term of ten (10) years from the
original date of adoption.


 


                (16)         Date of Grant.  The date of grant of an Option will be, for all purposes, the
date on which the Administrator makes the determination granting such Option,
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.


 


 


13

















 


                (17)         Amendment and Termination of the Plan.


 


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


 


                                                                b)            Stockholder
Approval.  The Company will
obtain stockholder 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 will
impair the rights of any Participant, unless mutually agreed otherwise between
the Participant and the Administrator, which agreement must be in writing and
signed by 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 Options granted under the Plan prior to the date of
such termination.


 


                (18)         Conditions Upon Issuance of Shares.


 


                                                                a)             Legal
Compliance.  Shares will not
be issued pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares will comply with Applicable
Laws and will 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, the Company may require the person
exercising such Option 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.


 


                (19)         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, 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.


 


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


 


 


14

















 


APPENDIX A


 


Rules for French Option Grants


 


                The following rules 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, and tax laws.


 


                                                                b)            “Disability”
means total and permanent disability, as defined under Applicable Laws.


 


                                                                c)             “Employee”
means any person, including officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company, (i) who does not own more than
10% of the voting power of all classes of stock of the Company, or any Parent
or Subsidiary of the Company, and (ii) 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 tax 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.


 


                (2)           Eligibility.  Options granted pursuant to this Appendix A may be granted
only to Employees; provided, however, that the Président
Directeur Général, the Directeur
Général and other directors who are also Employees of a Subsidiary
may be granted Options hereunder.


 


                (3)           Stock Subject to the Plan.  The total number of Options outstanding
which may be exercised for newly issued Shares of Common Stock 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 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)           Term of Plan.  Options may be granted under this Appendix A from the date
of the adoption of the Plan by the Board. It will continue in effect until the
earlier of (i) the termination of the Plan or (ii) the date five
(5) years from the date of its adoption or the maximum length of time permitted
for favorable tax and social security treatment under Applicable Laws, unless
terminated earlier under Section 17 of the Plan.


 


                (5)           Option Price.  The Option 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 


 


 


15

















 


Option Agreement, but in
no event will be lower than one hundred percent (100%) of the Fair Market Value
on the date the Option is granted. If any Optioned Stock is to consist of
reacquired Shares, the Option price will be no lower than 80% of the average
purchase price paid by the Company for the repurchase of such Optioned Stock.
The Option price cannot be modified while the Option is outstanding, except as
required by Applicable Laws.


 


                (6)           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 6(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. 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 will be issued in the
name of the Participant or, if required by 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 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 12 of the
Plan.


 


                                                                b)            The Shares subject to this 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 as determined
by the Administrator and to the extent permitted under Applicable Laws.


 


                                                                c)             Termination
of Employment Relationship. 
In the event that a Participant’s status as an Employee terminates
(other than upon the Participant’s death or Disability), the Participant may
exercise his or her Option, within such period of time as specified in the
Option Agreement to the extent that the Participant 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). In the absence of a
specified time in the Option Agreement, the Option will remain exercisable for
three (3) months following the Participant’s termination. If, after
termination, the Participant does not exercise the vested portion of 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.


 


                                                                d)            Disability
of Participant.  In the event
that a Participant’s status as an Employee terminates as a result of the
Participant’s Disability, the Participant may exercise his or her Option within
such period of time as specified in the Option Agreement to the extent that the
Participant 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). In the absence of a time 


 


 


16

















 


                                                specified in the Option Agreement, the Option will remain exercisable
for twelve (12) months following the Participant’s termination. If, at the
date of termination, the Participant has not vested as to his or her entire
Option, the Shares covered by the unexercisable portion of the Option will
revert to the Plan. If, after termination, the Participant does not exercise
the vested portion of his or her Option within the time specified herein, the
Option will terminate, and the Shares covered by such Option will revert to the
Plan.


 


                                                                e)             Death
of Participant.  In the event
of the death of a Participant while an Employee, the Option may be exercised at
any time within six (6) months following the date of death by the
Participant’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 Option had
vested at the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). If, at the time of
death, the Participant had 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 death, the Participant’s estate or a person who acquired the right to
exercise the Option by bequest or inheritance does not exercise the vested
portion of Option within the time specified herein, the Option will terminate,
and the Shares covered by such Option will immediately revert to the Plan.


 


                (7)           Changes in Capitalization.  If any adjustment provided for in
Section 12(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.


 


                (8)           Information Statements to Participants.  The Company or its French Parent or
Subsidiary, as required under Applicable Laws, will provide to each
Participant, with copies to the appropriate governmental entities, such
statements of information as required by the Applicable Laws.


 


                (9)           Effect of Amendment or Termination.  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 signed by the Participant and the Company. Any
favorable amendments or alteration are automatically deemed to be approved by
Participant. 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.


 


                (10)         Information to Shareholders.  The French Parent or Subsidiary of the
Company, as 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.


 


 


17