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Table of Contents 


 
 

  Exhibit 10.1    
    


 
    GSI TECHNOLOGY, INC.
  
    2016 EQUITY INCENTIVE PLAN    
    









 








































Table of Contents 


 


 

  TABLE OF CONTENTS    
    



 

 







									
	 
	 	 
	 	 
	 	Page 	 
	 1.
	 	Establishment, Purpose and Term of Plan	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	 Establishment
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.2	 	 Purpose
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.3	 	 Term of Plan
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 2.
	 	Definitions and Construction	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	 Definitions
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.2	 	 Construction
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 3.
	 	Administration	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	 Administration by the Committee
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2	 	 Authority of Officers
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.3	 	 Administration with Respect to Insiders
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.4	 	 Committee Complying with Section 162(m)
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.5	 	 Powers of the Committee
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.6	 	 Option or SAR Repricing
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.7	 	 Indemnification
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 4.
	 	Shares Subject to Plan	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	 Maximum Number of Shares Issuable
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.2	 	 Share Counting
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.3	 	 Adjustments for Changes in Capital Structure
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4	 	 Assumption or Substitution of Awards
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 5.
	 	Eligibility, Participation and Award Limitations	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	 Persons Eligible for Awards
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.2	 	 Participation in the Plan
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.3	 	 Incentive Stock Option Limitations
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.4	 	 Section 162(m) Award Limits
	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.5	 	 Nonemployee Director Award Limit
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 6.
	 	Stock Options	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	 Exercise Price
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.2	 	 Exercisability and Term of Options
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.3	 	 Payment of Exercise Price
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.4	 	 Effect of Termination of Service
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.5	 	 Transferability of Options
	 	 	14	 
	 
	 	 	 	 	 	 	 	 





 

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	 	Page 	 
	 7.
	 	Stock Appreciation Rights	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	 Types of SARs Authorized
	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.2	 	 Exercise Price
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.3	 	 Exercisability and Term of SARs
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.4	 	 Exercise of SARs
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.5	 	 Deemed Exercise of SARs
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.6	 	 Effect of Termination of Service
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.7	 	 Transferability of SARs
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 8.
	 	Restricted Stock Awards	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.1	 	 Types of Restricted Stock Awards Authorized
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.2	 	 Purchase Price
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.3	 	 Purchase Period
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.4	 	 Payment of Purchase Price
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.5	 	 Vesting and Restrictions on Transfer
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.6	 	 Voting Rights; Dividends and Distributions
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.7	 	 Effect of Termination of Service
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.8	 	 Nontransferability of Restricted Stock Award Rights
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 9.
	 	Restricted Stock Units	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.1	 	 Grant of Restricted Stock Unit Awards
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.2	 	 Purchase Price
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.3	 	 Vesting
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.4	 	 Voting Rights, Dividend Equivalent Rights and Distributions
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.5	 	 Effect of Termination of Service
	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.6	 	 Settlement of Restricted Stock Unit Awards
	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.7	 	 Nontransferability of Restricted Stock Unit Awards
	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 10.
	 	Performance Awards	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.1	 	 Types of Performance Awards Authorized
	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.2	 	 Initial Value of Performance Shares and Performance Units
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.3	 	 Establishment of Performance Period, Performance Goals and Performance Award Formula
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.4	 	 Measurement of Performance Goals
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.5	 	 Settlement of Performance Awards
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.6	 	 Voting Rights; Dividend Equivalent Rights and Distributions
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.7	 	 Effect of Termination of Service
	 	 	23	 





 

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	 	Page 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.8	 	 Nontransferability of Performance Awards
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 11.
	 	Cash-Based Awards and Other Stock-Based Awards	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.1	 	 Grant of Cash-Based Awards
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.2	 	 Grant of Other Stock-Based Awards
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.3	 	 Value of Cash-Based and Other Stock-Based Awards
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.4	 	 Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.5	 	 Voting Rights; Dividend Equivalent Rights and Distributions
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.6	 	 Effect of Termination of Service
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.7	 	 Nontransferability of Cash-Based Awards and Other Stock-Based Awards
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 12.
	 	Standard Forms of Award Agreement	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	12.1	 	 Award Agreements
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	12.2	 	 Authority to Vary Terms
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 13.
	 	Change in Control	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	13.1	 	 Effect of Change in Control on Awards
	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	13.2	 	 Effect of Change in Control on Nonemployee Director Awards
	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 
	 	13.3	 	 Federal Excise Tax Under Section 4999 of the Code
	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 14.
	 	Compliance with Securities Law	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 15.
	 	Compliance with Section 409A	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	15.1	 	 Awards Subject to Section 409A
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	15.2	 	 Deferral and/or Distribution Elections
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	15.3	 	 Subsequent Elections
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	15.4	 	 Payment of Section 409A Deferred Compensation
	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	 16.
	 	Tax Withholding	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 
	 	16.1	 	 Tax Withholding in General
	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 
	 	16.2	 	 Withholding in or Directed Sale of Shares
	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 17.
	 	Amendment, Suspension or Termination of Plan	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 18.
	 	Miscellaneous Provisions	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.1	 	 Repurchase Rights
	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.2	 	 Forfeiture Events
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.3	 	 Provision of Information
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.4	 	 Rights as Employee, Consultant or Director
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.5	 	 Rights as a Stockholder
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.6	 	 Delivery of Title to Shares
	 	 	32	 
	 
	 	 	 	 	 	 	 	 





 

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	 	Page 	 
	 
	 	18.7	 	 Fractional Shares
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.8	 	 Retirement and Welfare Plans
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.9	 	 Beneficiary Designation
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.10	 	 Severability
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.11	 	 No Constraint on Corporate Action
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.12	 	 Unfunded Obligation
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.13	 	 Choice of Law
	 	 	33	 





 

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  GSI Technology, Inc.
  2016 Equity Incentive Plan    
    


1.  ESTABLISHMENT, PURPOSE AND TERM OF
PLAN.


 
 
        1.1    Establishment.    The
GSI Technology, Inc. 2016 Equity Incentive Plan (the "Plan") is hereby
established effective as of August 25, 2016, the date of its approval by the stockholders of the Company (the "Effective
Date"). 



 
 

          1.2    Purpose.    The
purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing
services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by
providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based
Awards. 


 
 

          1.3    Term of Plan.    The
Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Effective
Date. 


2.  DEFINITIONS AND CONSTRUCTION.



 
 
        2.1    Definitions.    Whenever
used herein, the following terms shall have their respective meanings set forth below: 



        (a)   "Affiliate" means (i) a parent entity, other than a Parent
Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by
the Company directly or indirectly through one or more intermediary entities. For this purpose, the terms "parent," "subsidiary," "control" and "controlled by" shall have the meanings assigned such
terms for the purposes of registration of securities on Form S-8 under the Securities Act. 


        (b)   "Award" means any Option, Stock Appreciation Right, Restricted Stock
Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance Share, Performance Unit, Cash-Based Award or Other Stock-Based Award granted under the Plan. 



        (c)   "Award Agreement" means a written or electronic agreement between the
Company and a Participant setting forth the terms, conditions and restrictions applicable to an Award. 


        (d)   "Board" means the Board of Directors of the Company. 


        (e)   "Cash-Based Award" means an Award denominated in cash and granted
pursuant to Section 11. 


        (f)    "Cashless Exercise" means a Cashless Exercise as defined in
Section 6.3(b)(i). 


        (g)   "Cause" means, unless such term or an equivalent term is otherwise
defined by the applicable Award Agreement or other written agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant's theft,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant's material failure to
abide by a Participating Company's code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the
Participant's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the
Participant's improper use or disclosure of a Participating Company's confidential or proprietary information); (iv) any 



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intentional
act by the Participant which has a material detrimental effect on a Participating Company's reputation or business; (v) the Participant's repeated failure to perform any reasonable
assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure; (vi) any material breach by the Participant of any employment, service,
non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or
(vii) the Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty,
misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties with a Participating Company. 


        (h)   "Change in Control" means, unless such term or an equivalent term is
otherwise defined by the applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination of
the following: 



          (i)  any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company's
then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial
ownership results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power,
(B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company,
(D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or 


         (ii)  an
Ownership Change Event or series of related Ownership Change Events (collectively, a  "Transaction") in which the stockholders of the Company
immediately before the Transaction do not retain
immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally
in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(ee)(iii), the entity to which the assets of the Company were transferred (the  "Transferee"), as the case may be; or 


        (iii)  a
date specified by the Committee following approval by the stockholders of a plan of complete liquidation or dissolution of the Company; 





provided,
however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(h) in which a majority of the
members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. 


        For
purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more
corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The
Committee shall determine whether multiple events described in subsections (i), (ii) and (iii) of this Section 2.1(h) are related and to be treated in the aggregate as a
single Change in Control, and its determination shall be final, binding and conclusive. 


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        (i)    "Code" means the Internal Revenue Code of 1986, as amended, and any
applicable regulations and administrative guidelines promulgated thereunder. 


        (j)    "Committee" means the Compensation Committee and such other committee or
subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board
then authorized or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise
any or all of such powers. 


        (k)   "Company" means GSI Technology, Inc., a Delaware corporation, and
any successor corporation thereto. 


        (l)    "Consultant" means a person engaged to provide consulting or advisory
services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on Form S-8 under the Securities Act. 


        (m)  "Covered Employee" means, at any time the Plan is subject to Section 162(m), any Employee
who is or may reasonably be expected to become a "covered employee" as defined in Section 162(m), or any successor statute, and who, with respect to a Performance Award, is designated, either
as an individual Employee or a member of a class of Employees, by the Committee no later than the earlier of (i) the date that is ninety (90) days after the beginning of the Performance
Period, or (ii) the date on which twenty-five percent (25%) of the Performance Period has elapsed, as a "Covered Employee" under this Plan for such applicable Performance Period. 


        (n)   "Director" means a member of the Board. 


        (o)   "Disability" means, unless such term or an equivalent term is otherwise
defined by the applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the permanent and total disability of the Participant,
within the meaning of Section 22(e)(3) of the Code. 


        (p)   "Dividend Equivalent Right" means the right of a Participant, granted at
the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock for
each share of Stock represented by an Award held by such Participant. 



        (q)   "Employee" means any person treated as an employee (including an Officer
or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of
Section 422 of the Code; provided, however, that neither service as a Director nor payment of a Director's fee shall be sufficient to constitute employment for purposes of the Plan. The Company
shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual's employment or
termination of employment, as the case may be. For purposes of an individual's rights, if any, under the terms of the Plan as of the time of the Company's determination of whether or not the
individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental
agency subsequently makes a contrary determination as to such individual's status as an Employee. 


        (r)   "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



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        (s)   "Fair Market Value" means, as of any date, the value of a share of Stock
or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 



          (i)  Except
as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the
Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for
the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on
which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded or
quoted prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion. 


         (ii)  Notwithstanding
the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening, closing, or
average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price of a share of Stock received by a Participant, any other reasonable basis
using actual transactions in the Stock as reported on a national or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section 409A. The
Committee may also determine the Fair Market Value upon the average selling price of the Stock during a specified period that is within thirty (30) days before or thirty (30) days after
such date, provided that, with respect to the grant of an Option or SAR, the commitment to grant such Award based on such valuation method must be irrevocable before the
beginning of the specified period. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan to the extent
consistent with the requirements of Section 409A. 


        (iii)  If,
on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall
be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of
Section 409A. 




        (t)    "Full Value Award" means any Award settled in Stock, other than
(i) an Option, (ii) a Stock Appreciation Right, or (iii) a Restricted Stock Purchase Right or an Other Stock-Based Award under which the Company will receive monetary
consideration equal to the Fair Market Value (determined on the effective date of grant) of the shares subject to such Award. 


        (u)   "Incentive Stock Option" means an Option intended to be (as set forth in
the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 


        (v)   "Incumbent Director" means a director who either (i) is a member
of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of
such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company). 



        (w)  "Insider" means an Officer, a Director or other person whose transactions
in Stock are subject to Section 16 of the Exchange Act. 


        (x)   "Net Exercise" means a Net Exercise as defined in
Section 6.3(b)(iii). 



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        (y)   "Nonemployee Director" means a Director who is not an Employee. 


        (z)   "Nonemployee Director Award" means any Award granted to a Nonemployee
Director. 


        (aa) "Nonstatutory Stock Option" means an Option not intended to be (as set
forth in the Award Agreement) or which does not qualify as an incentive stock option within the meaning of Section 422(b) of the Code. 


        (bb) "Officer" means any person designated by the Board as an officer of the
Company. 


        (cc) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option
granted pursuant to the Plan. 


        (dd) "Other Stock-Based Award" means an Award denominated in shares of Stock
and granted pursuant to Section 11. 


        (ee) "Ownership Change Event" means the occurrence of any of the following
with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company
representing more than fifty percent (50%) of the total combined voting power of the Company's then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger
or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to
one or more subsidiaries of the Company). 


        (ff)  "Parent Corporation" means any present or future "parent corporation" of
the Company, as defined in Section 424(e) of the Code. 


        (gg) "Participant" means any eligible person who has been granted one or more
Awards. 


        (hh) "Participating Company" means the Company or any Parent Corporation,
Subsidiary Corporation or Affiliate. 


         (ii)  "Participating Company Group" means, at any point in time, the Company
and all other entities collectively which are then Participating Companies. 


        (jj)   "Performance Award" means an Award of Performance Shares or Performance
Units. 


        (kk) "Performance Award Formula" means, for any Performance Award, a formula
or table established by the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable
Performance Goal(s) measured as of the end of the applicable Performance Period. 


        (ll)   "Performance-Based Compensation" means compensation under an Award that satisfies the requirements of
Section 162(m) for certain performance-based compensation paid to Covered Employees. 


        (mm)  "Performance Goal" means a performance goal established by the Committee
pursuant to Section 10.3. 


        (nn) "Performance Period" means a period established by the Committee
pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured. 


        (oo) "Performance Share" means a right granted to a Participant pursuant to
Section 10 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based upon attainment of applicable Performance Goal(s). 



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        (pp) "Performance Unit" means a right granted to a Participant pursuant to
Section 10 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon attainment of applicable Performance Goal(s). 



        (qq) "Predecessor Plan" means the Company's 2007 Equity Incentive Plan. 


        (rr)  "Restricted Stock Award" means an Award of a Restricted Stock Bonus or a
Restricted Stock Purchase Right. 


        (ss)  "Restricted Stock Bonus" means Stock granted to a Participant pursuant
to Section 8. 


        (tt)  "Restricted Stock Purchase Right" means a right to purchase Stock
granted to a Participant pursuant to Section 8. 


        (uu) "Restricted Stock Unit" means a right granted to a Participant pursuant
to Section 9 to receive on a future date or occurrence of a future event a share of Stock or cash in lieu thereof, as determined by the Committee. 



       (vv)  "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation. 


        (ww)  "SAR" or "Stock
Appreciation Right" means a right granted to a Participant pursuant to Section 7 to receive payment, for each share of Stock subject to such
Award, of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the Award over the exercise price thereof. 



       (xx)  "Section 162(m)" means Section 162(m) of the Code. 


        (yy) "Section 409A" means Section 409A of the Code. 


        (zz) "Section 409A Deferred Compensation" means compensation provided
pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A. 



        (aaa)  "Securities Act" means the Securities Act of 1933, as amended. 


        (bbb)  "Service" means a Participant's employment or service with the
Participating Company Group, whether as an Employee, a Director or a Consultant. Unless otherwise provided by the Committee, a Participant's Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders Service or a change in the Participating Company for which the Participant renders Service, provided that there is no interruption
or termination of the Participant's Service. Furthermore, a Participant's Service shall not be deemed to have been interrupted or terminated if the Participant takes any military leave, sick leave, or
other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Committee, if any such leave taken by a Participant exceeds ninety (90) days, then on the
ninety-first (91st) day following the commencement of such leave the Participant's Service shall be deemed to have terminated, unless the Participant's right to return to Service is guaranteed by
statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of
determining vesting under the Participant's Award
Agreement. A Participant's Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be
a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant's Service has terminated and the effective date of and reason for such
termination. 


        (ccc)  "Stock" means the common stock of the Company, as adjusted from time to
time in accordance with Section 4.3. 


        (ddd)  "Stock Tender Exercise" means a Stock Tender Exercise as defined in
Section 6.3(b)(ii). 



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        (eee)  "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code. 


        (fff) "Ten Percent Owner" means a Participant who, at the time an Option is
granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the
meaning of Section 422(b)(6) of the Code. 


        (ggg)  "Trading Compliance Policy" means the written policy of the Company
pertaining to the purchase, sale, transfer or other disposition of the Company's equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic
information regarding the Company or its securities. 


        (hhh)  "Vesting Conditions" mean those conditions established in accordance
with the Plan prior to the satisfaction of which an Award or shares subject to an Award remain subject to forfeiture or a
repurchase option in favor of the Company exercisable for the Participant's monetary purchase price, if any, for such shares upon the Participant's termination of Service or failure of a performance
condition to be satisfied. 




 
 

        2.2    Construction.    Captions
and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 


3.  ADMINISTRATION.


 
 
        3.1    Administration by the  Committee.    The
Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award Agreement or of any other form of agreement or other document employed by the
Company in the administration of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons having an interest in
the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan
or Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having
an interest therein. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. 



 
 

          3.2    Authority of Officers.    Any
Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is
allocated to the Company herein, provided that the Officer has apparent authority with respect to such matter, right, obligation, determination or election. 


 
 

           3.3    Administration with Respect to Insiders.    With
respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the
Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3. 


 
 

           3.4    Committee Complying with Section 162(m).    If
the Company is a "publicly held corporation" within the meaning of Section 162(m), the Board may establish a Committee of "outside directors" within the meaning of
Section 162(m) to approve the grant of any Award intended to result in the payment of Performance-Based Compensation. 


 
 

           3.5    Powers of the Committee.    In
addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: 


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        (a)   to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to
each Award; 


        (b)   to
determine the type of Award granted; 


        (c)   to
determine whether an Award granted to a Covered Employee shall be intended to result in Performance-Based Compensation; 


        (d)   to
determine the Fair Market Value of shares of Stock or other property; 


        (e)   to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without
limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for
satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the
exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and Performance Goals applicable to
any Award and the extent to which such Performance Goals have been attained, (vi) the time of expiration of any Award, (vii) the effect of any Participant's termination of Service on any
of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; 



        (f)    to
determine whether an Award will be settled in shares of Stock, cash, other property or in any combination thereof; 


        (g)   to
approve one or more forms of Award Agreement; 


        (h)   to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; 


        (i)    to
accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period
following a Participant's termination of Service; 


        (j)    to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan,
including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions
whose residents may be granted Awards; and 


        (k)   to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other
actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 




 
 

           3.6    Option or SAR Repricing.    Without
the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a
majority of all outstanding shares of Stock is present or represented by proxy, the Committee shall not approve a program providing for either (a) the cancellation of outstanding Options or
SARs having exercise prices per share greater than the then Fair Market Value of a share of Stock ("Underwater Awards") and the grant in substitution
therefor of new Options or SARs having a lower exercise price, Full Value Awards or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof.
This Section shall not be construed to apply to (i) "issuing or assuming a stock option in a transaction to which Section 424(a) applies," within the meaning of Section 424 of the
Code, (ii) adjustments pursuant to the assumption of or substitution for 


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an
Option or SAR in a manner that would comply with Section 409A, or (iii) an adjustment pursuant to Section 4.3. 


 
 

           3.7    Indemnification.    In
addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, to the
extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same. 


4.  SHARES SUBJECT TO PLAN.


 
 
        4.1    Maximum Number of Shares  Issuable.    Subject
to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to the sum of: 



        (a)   the
aggregate number of shares of Stock that remain available for the future grant of awards under the Predecessor Plan immediately prior to its termination as of the
Effective Date, up to a maximum of six million (6,000,000) shares; 


        (b)   the
number of shares of Stock subject to that portion of any option or other award outstanding pursuant to the Predecessor Plan as of the Effective Date which, on or
after the Effective Date, expires or is terminated or canceled for any reason without having been exercised or settled in full; and 



        (c)   the
number of shares of Stock acquired pursuant to the Predecessor Plan subject to forfeiture or repurchase by the Company for an amount not greater than the
Participant's purchase price which, on or after the Effective Date, is so forfeited or repurchased; 




Shares
of Stock issuable under the Plan shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. 


 
 

           4.2    Share Counting.    If
an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject
to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater than the Participant's purchase price, the shares of Stock allocable to the terminated portion of such
Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect
to any portion of an Award that is settled in cash or to the extent that shares are withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to
Section 16.2. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares
actually issued in such payment. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net
Exercise, the number of 


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shares
available for issuance under the Plan shall be reduced by the net number of shares for which the Option is exercised. 


 
 

          4.3    Adjustments for Changes in Capital Structure.    Subject
to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in
the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of
Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, the Award limits set forth in Section 5.3 and
Section 5.4, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants' rights under the Plan. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be treated as "effected without receipt of consideration by the Company." If a majority of the shares which are of the same
class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation
(the "New Shares"), the Committee may unilaterally amend the outstanding Awards to provide that such
Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and
equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the
exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less than the par
value, if any, of the stock subject to such Award. The Committee in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital
structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the
Committee pursuant to this Section shall be final, binding and conclusive. 


 
 

           4.4    Assumption or Substitution of Awards.    The
Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with
any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other
applicable provisions of the Code. 


5.  ELIGIBILITY, PARTICIPATION AND AWARD
LIMITATIONS.


 
 
        5.1    Persons Eligible for  Awards.    Awards
may be granted only to Employees, Consultants and Directors. 


 
 

           5.2    Participation in the Plan.    Awards
are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle
any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 



 
 

          5.3    Incentive Stock Option Limitations.    



        (a)    Maximum Number of Shares Issuable Pursuant to Incentive Stock Options.    Subject to
adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed six
million (6,000,000) shares. The maximum aggregate number of shares of Stock that may be issued 



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under
the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in
Sections 4.2 and 4.3. 


        (b)    Persons Eligible.    An Incentive Stock Option may be granted only to a person who, on
the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an "ISO-Qualifying
Corporation"). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be
granted only a Nonstatutory Stock Option. 


        (c)    Fair Market Value Limitation.    To the extent that options designated as Incentive
Stock Options (granted under all stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a
Fair Market
Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options
designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect
to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as
of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in
part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the
Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise of the Option, shares issued pursuant to each such portion shall be separately
identified. 




 
 

          5.4    Section 162(m) Award Limits.    The
following limits shall apply to the grant of any Award intended to qualify for treatment as Performance-Based Compensation: 



        (a)    Options and SARs.    Subject to adjustment as provided in Section 4.3, no
Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than three hundred thousand (300,000) shares. 


        (b)    Restricted Stock Awards and Restricted Stock Unit Awards.    Subject to adjustment as
provided in Section 4.3, no Employee shall be granted within any fiscal year of the Company one or more Restricted Stock Awards or Restricted Stock Unit Awards which in the aggregate are for
more than one hundred thousand (100,000) shares. 


        (c)    Performance Awards.    Subject to adjustment as provided in Section 4.3, no
Employee shall be granted in the aggregate (1) Performance Shares which could result in such Employee receiving more than fifty thousand (50,000) shares for each full fiscal year of the Company
contained in the Performance Period for such Award, or (2) Performance Units which could result in such Employee receiving more than five hundred thousand dollars ($500,000) for each full
fiscal year of the Company contained in the Performance Period for such Award. 


        (d)    Cash-Based Awards and Other Stock-Based Awards.    Subject to adjustment as provided in
Section 4.3, no Employee shall be granted in the aggregate (1) Cash-Based Awards in any fiscal year of the Company which could result in such Employee receiving more than five hundred
thousand dollars ($500,000) for each full fiscal year of the Company contained in the Performance Period for such Award, or (2) Other Stock-Based Awards in any fiscal year of the Company which
could result in such Employee receiving more than fifty thousand (50,000) shares for each full fiscal year of the Company contained in the Performance Period for such Award. 



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          5.5    Nonemployee Director Award Limit.    No
Nonemployee Director shall be granted within any fiscal year of the Company one or more Nonemployee Director Awards pursuant to the Plan which in the aggregate are for more than a
number of shares of Stock determined by dividing one hundred fifty thousand dollars ($150,000) by the Fair Market Value of a share of Stock determined on the last trading day immediately preceding the
date on which the applicable Nonemployee Director Award is granted. 


6.  STOCK OPTIONS.


        Options
shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall establish. Such Award Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 


 
 

           6.1    Exercise Price.    The
exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the
Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less
than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Nonstatutory Stock Option) may be granted with an exercise price less than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution
for another option in a manner that would qualify under the provisions of Section 409A or Section 424(a) of the Code. 


 
 

           6.2    Exercisability and Term of Options.    Options
shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by
the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the
effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date
of grant of such Option and (c) no Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until
at least six (6) months following the date of grant of such Option (except in the event of such Employee's death, disability or retirement, upon a Change in Control, or as otherwise permitted
by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the
effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 



 
 

          6.3    Payment of Exercise Price.    



        (a)    Forms of Consideration Authorized.    Except as otherwise provided below, payment of
the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Committee
and subject to the limitations contained in Section 6.3(b), by means of (1) a Cashless Exercise, (2) a Stock Tender Exercise or (3) a Net Exercise; (iii) by such
other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iv) by any combination thereof. The Committee may at any time or from
time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 



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        (b)    Limitations on Forms of Consideration.    



        (i)    Cashless Exercise.    A "Cashless
Exercise" means the delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying
with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the
Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to
one or more Participants specified
by the Company notwithstanding that such program or procedures may be available to other Participants. 



        (ii)    Stock Tender Exercise.    A "Stock
Tender Exercise" means the delivery of a properly executed exercise notice accompanied by a Participant's tender to the Company, or attestation to the
ownership, in a form acceptable to the Company of whole shares of Stock owned by the Participant having a Fair Market Value that does not exceed the aggregate exercise price for the shares with
respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the
redemption of the Company's stock. If required by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either
have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company. 


        (iii)    Net Exercise.    A "Net
Exercise" means the delivery of a properly executed exercise notice followed by a procedure pursuant to which (1) the Company will reduce the
number of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise price
for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by
such reduction in the number of whole shares to be issued. 





 
 

           6.4    Effect of Termination of Service.    



        (a)    Option Exercisability.    Subject to earlier termination of the Option as otherwise
provided by this Plan and unless otherwise provided by the Committee, an Option shall be exercisable after the Participant's termination of Service to the extent it is then vested only during the
applicable time period determined in accordance with this Section and thereafter shall terminate. 



        (i)    Disability.    If the Participant's Service terminates because of the Disability of the
Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant's Service terminated, may be exercised by the Participant (or the
Participant's guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer or shorter period provided by the Award Agreement) after the date on
which the Participant's Service terminated, but in any event no later than the date of expiration of the Option's term as set forth in the Award Agreement evidencing such Option (the  "Option
Expiration Date"). 


        (ii)    Death.    If the Participant's Service terminates because of the death of the
Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant's Service terminated, may be exercised by the Participant's legal
representative or other person who acquired the right to exercise the Option by reason of the 




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Participant's
death at any time prior to the expiration of twelve (12) months (or such longer or shorter period provided by the Award Agreement) after the date on which the Participant's
Service terminated, but in any event no later than the Option Expiration Date. The Participant's Service shall be deemed to have terminated on account of death if the Participant dies within three
(3) months (or such longer or shorter period provided by the Award Agreement) after the Participant's termination of Service. 


        (iii)    Termination for Cause.    Notwithstanding any other provision of the Plan to the
contrary, if the Participant's Service is terminated for Cause or if, following the Participant's termination of Service and during any period in which the Option otherwise would remain exercisable,
the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. 


        (iv)    Other Termination of Service.    If the Participant's Service terminates for any
reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant's Service terminated, may be exercised by the
Participant at any time prior to the expiration of three (3) months (or such longer or shorter period provided by the Award Agreement) after the date on which the Participant's Service
terminated, but in any event no later than the Option Expiration Date. 




        (b)    Extension if Exercise Prevented by Law.    Notwithstanding the foregoing, other than
termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 14 below, the
Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the
applicable time period under Section 6.4(a), but in any event no later than the Option Expiration Date. 




 
 

          6.5    Transferability of Options.    During
the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant's guardian or legal representative. An Option shall not be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by
will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such
Option, an Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under the Securities Act or, in the case
of an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify such Option as an Incentive Stock Option. 


7.  STOCK APPRECIATION RIGHTS.


        Stock
Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall establish. Such Award
Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 


 
 

           7.1    Types of SARs Authorized.    SARs
may be granted in tandem with all or any portion of a related Option (a "Tandem SAR")
or may be granted independently of any Option (a "Freestanding SAR"). A Tandem SAR may only be granted
concurrently with the grant of the related Option. 


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        7.2    Exercise Price.    The
exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be
the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the
effective date of grant of the SAR. Notwithstanding the foregoing, an SAR may be granted with an exercise price lower than the minimum exercise price set forth above if such SAR is granted pursuant to
an assumption or substitution for another stock appreciation right in a manner that would qualify under the provisions of Section 409A of the Code. 


 
 

           7.3    Exercisability and Term of SARs.    



        (a)    Tandem SARs.    Tandem SARs shall be exercisable only at the time and to the extent,
and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of
shares of Stock subject
to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and,
if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on
which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled
automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such
Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised. 


        (b)    Freestanding SARs.    Freestanding SARs shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such
SAR; provided, however, that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR and (ii) no
Freestanding SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months
following the date of grant of such SAR (except in the event of such Employee's death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic Opportunity
Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of a Freestanding SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of
grant of the SAR, unless earlier terminated in accordance with its provisions. 




 
 

           7.4    Exercise of SARs.    Upon
the exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant's legal representative or other person who acquired the right to
exercise the SAR by reason of the Participant's death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the
Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock
in a lump sum upon the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee, in a lump sum
upon the date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on
the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise
provided in Section 7.5. 


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           7.5    Deemed Exercise of SARs.    If,
on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised,
would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to
such portion. 


 
 

           7.6    Effect of Termination of Service.    Subject
to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee, an SAR shall be exercisable after a Participant's termination of
Service only to the extent and during the applicable time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate. 


 
 

           7.7    Transferability of SARs.    During
the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant's guardian or legal representative. An SAR shall not be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will
or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Award, a
Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to
Form S-8 under the Securities Act. 


8.  RESTRICTED STOCK AWARDS.


        Restricted
Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of
Stock subject to the Award, in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions: 


 
 

           8.1    Types of Restricted Stock Awards Authorized.    Restricted
Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as
the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of or satisfaction of Vesting
Conditions applicable to a Restricted Stock Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set
forth in Sections 10.3 through 10.5(a). 


 
 

           8.2    Purchase Price.    The
purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee in its discretion. No monetary payment (other than
applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a
Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award. 


 
 

           8.3    Purchase Period.    A
Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the
grant of the Restricted Stock Purchase Right. 


 
 

           8.4    Payment of Purchase Price.    Except
as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made
(a) in cash, by check or in cash equivalent, (b) by such other consideration as may 


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be
approved by the Committee from time to time to the extent permitted by applicable law, or (c) by any combination thereof. 


 
 

           8.5    Vesting and Restrictions on Transfer.    Shares
issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions,
restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award
Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged,
transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.8. The Committee, in its discretion, may provide in any
Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on
which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on
which the sale of such shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to
the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions. 


 
 

           8.6    Voting Rights; Dividends and Distributions.    Except
as provided in this Section, Section 8.5 and any Award Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting
Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other
distributions paid with respect to such shares; provided, however, that if so determined by the Committee and provided by the Award Agreement, such dividends and distributions shall be subject to the
same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid, and otherwise shall be paid no later than the end of the
calendar year in which such dividends or distributions are paid to stockholders (or, if later, the 15th day of the third month following the date such dividends or distributions are paid to
stockholders). In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in
Section 4.3, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant is entitled by reason of the
Participant's Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or
distributions were paid or adjustments were made. 


 
 

           8.7    Effect of Termination of Service.    Unless
otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award, if a Participant's Service terminates for any reason, whether voluntary or
involuntary (including the Participant's death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the
Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant's termination of Service and (b) the Participant shall
forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant's termination of
Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the
Company. 


 
 

           8.8    Nontransferability of Restricted Stock Award  Rights.    Rights
to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance or garnishment by creditors of the 


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Participant
or the Participant's beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder
shall be exercisable during his or her lifetime only by such Participant or the Participant's guardian or legal representative. 


9.  RESTRICTED STOCK UNITS.



        Restricted
Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall establish.
Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 


 
 

           9.1    Grant of Restricted Stock Unit Awards.    Restricted
Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals
described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more
Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a). 


 
 

           9.2    Purchase Price.    No
monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be
services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in
the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted
Stock Unit Award. 


 
 

           9.3    Vesting.    Restricted
Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance
criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. 


 
 

           9.4    Voting Rights, Dividend Equivalent Rights and  Distributions.    Participants
shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any
Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such
Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any,
shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock, as determined by the Committee.
The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid on the
dividend payment date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of
Stock on such date. If so determined by the Committee and provided by the Award Agreement, such cash amount or additional Restricted Stock Units shall be subject to the same terms and conditions and
shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares
of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the
Participant's Restricted Stock Unit Award so that it represents the right to receive upon 


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settlement
any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of
Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to
the Award. 



 
 

          9.5    Effect of Termination of Service.    Unless
otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant's Service terminates for any reason, whether
voluntary or involuntary (including the Participant's death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to
Vesting Conditions as of the date of the Participant's termination of Service. 


 
 

          9.6    Settlement of Restricted Stock Unit Awards.    The
Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant's Restricted Stock Unit Award vest or on such other date determined by the
Committee in compliance with Section 409A, if applicable, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other
property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of
applicable taxes, if any. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that if the settlement date with respect to any shares issuable
upon vesting of Restricted Stock Units would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then the settlement date shall be
deferred until the next trading day on which the sale of such shares would not violate the Trading Compliance Policy but in any event no later than the 15th day of the third
calendar month following the year in which such Restricted Stock Units vest. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer
receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the
Participant shall be set forth in the Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Unit Award by payment to the
Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section. 


 
 

           9.7    Nontransferability of Restricted Stock Unit  Awards.    The
right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a
Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant's guardian or legal representative. 


10.  PERFORMANCE AWARDS.


        Performance
Awards shall be evidenced by Award Agreements in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and conditions: 


 
 

           10.1    Types of Performance Awards Authorized.    Performance
Awards may be granted in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of
Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and
restrictions of the Award. 


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        10.2    Initial Value of Performance Shares and Performance  Units.    Unless
otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial monetary value equal to the Fair Market Value of one
(1) share of Stock, subject to adjustment as provided in Section 4.3, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary
value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award
Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee. 


 
 

          10.3    Establishment of Performance Period, Performance Goals and Performance Award  Formula.
    In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more
Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the
Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to each Performance Award intended to result in the payment of Performance-Based
Compensation, the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety
(90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of
the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a Performance Award intended to result in the payment of
Performance-Based Compensation to a Covered Employee shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such
Award, including the Performance Period, Performance Goal(s) and Performance Award Formula. 



 
 

          10.4    Measurement of Performance Goals.     Performance Goals
shall be established by the Committee on the basis of targets to be attained ("Performance
Targets") with respect to one or more measures of business or financial performance (each, a  "Performance Measure"), subject to the following: 



        (a)    Performance Measures.    Performance Measures shall be calculated in accordance with
the Company's financial statements, or, if such measures are not reported in the Company's financial statements, they shall be calculated in accordance with generally accepted accounting principles, a
method used generally in the Company's industry, or in accordance with a methodology established by the Committee prior to the grant of the Performance Award. As specified by the Committee,
Performance Measures may be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes, one or more Subsidiary Corporations or such
division or other business unit of any of them selected by the Committee. Unless otherwise determined by the Committee prior to the grant of the Performance Award, the Performance Measures applicable
to the Performance Award shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) on the
Performance Measures of any change in accounting standards or any unusual or infrequently occurring event or transaction, as determined by the Committee, occurring after the establishment of the
Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of
Performance Measures in order to prevent the dilution or enlargement of the Participant's rights with respect to a Performance Award. Performance Measures may be based upon one or more of the
following, as determined by the Committee: 



          (i)  revenue;





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         (ii)  sales; 


        (iii)  expenses; 


        (iv)  operating
income; 


         (v)  gross
margin; 


        (vi)  operating
margin; 


       (vii)  earnings
before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; 


      (viii)  pre-tax
profit; 


        (ix)  net
operating income; 


         (x)  net
income; 


        (xi)  economic
value added; 


       (xii)  free
cash flow; 


      (xiii)  operating
cash flow; 


      (xiv)  balance
of cash, cash equivalents and marketable securities; 


       (xv)  stock
price; 


      (xvi)  earnings
per share; 


     (xvii)  return
on stockholder equity; 


    (xviii)  return
on capital; 



      (xix)  return
on assets; 


       (xx)  return
on investment; 


      (xxi)  total
stockholder return; 


     (xxii)  employee
satisfaction; 


    (xxiii)  employee
retention; 


    (xxiv)  market
share; 


      (xxv)  customer
satisfaction; 


    (xxvi)  product
development; 


   (xxvii)  research
and development expenses; 


  (xxviii)  completion
of an identified special project; and 


     (xxix)  completion
of a joint venture or other corporate transaction. 




        (b)    Performance Targets.    Performance Targets may include a minimum, maximum, target
level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during the
applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard
selected by the Committee. 



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          10.5    Settlement of Performance Awards.    



        (a)    Determination of Final Value.    As soon as practicable following the completion of the
Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of
the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula. 



        (b)    Discretionary Adjustment of Award Formula.    In its discretion, the Committee may,
either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted
to any Participant who is not a Covered Employee to reflect such Participant's individual performance in his or her position with the Company or such other factors as the Committee may determine. If
permitted under a Covered Employee's Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value
of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance
Award determined in accordance with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participant's Performance Award that is
intended to result in Performance-Based Compensation. 


        (c)    Effect of Leaves of Absence.    Unless otherwise required by law or a Participant's
Award Agreement, payment of the final value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during a Performance
Period shall be prorated on the basis of the number of days of the Participant's Service during the Performance Period during which the Participant was not on an unpaid leave of absence. 


        (d)    Notice to Participants.    As soon as practicable following the Committee's
determination and certification in accordance with Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee. 


        (e)    Payment in Settlement of Performance Awards.    As soon as practicable following the
Committee's determination and certification in accordance with Sections 10.5(a) and (b), but in any event within the Short-Term Deferral Period described in Section 15.1 (except as
otherwise provided below or consistent with the requirements of Section 409A), payment shall be made to each eligible Participant (or such Participant's legal representative or other person who
acquired the right to receive such payment by reason of the Participant's death) of the final value of the Participant's Performance Award. Payment of such amount shall be made in cash, shares of
Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. If permitted by
the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the payment to be made to the Participant pursuant to this
Section, and such deferred payment date(s) elected by the Participant shall be set forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be
obligated to, provide for the payment during the deferral period of Dividend Equivalent Rights or interest. 


        (f)    Provisions Applicable to Payment in Shares.    If payment is to be made in shares of
Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified in the Award
Agreement. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in
Section 8.5. Any shares subject to Vesting Conditions shall be evidenced by an 



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appropriate
Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above. 




 
 

          10.6    Voting Rights; Dividend Equivalent Rights and Distributions.     Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if
any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award
Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning
on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are
forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance Shares as of the date of payment of such cash
dividends on Stock, as determined by the Committee. The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing
(a) the amount of cash dividends paid on the dividend payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by
(b) the Fair Market Value per share of Stock on such date. Dividend Equivalent Rights, if any, shall be accumulated and paid to the extent that the related Performance Shares become
nonforfeitable. Settlement of Dividend Equivalent Rights may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement
of the related Performance Share as provided in Section 10.5. Dividend Equivalent Rights shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in
shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the
Participant's Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic
cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional
securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award. 


 
 

           10.7    Effect of Termination of Service.     Unless otherwise
provided by the Committee and set forth in the Award Agreement evidencing a Performance Award, the effect of a Participant's termination of
Service on the Performance Award shall be as follows: 



        (a)    Death or Disability.    If the Participant's Service terminates because of the death or
Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant's Performance Award shall be determined by the
extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant's Service
during the Performance Period. Payment shall be made following the end of the Performance Period in any manner permitted by Section 10.5. 



        (b)    Other Termination of Service.    If the Participant's Service terminates for any reason
except death or Disability before the completion of the Performance Period applicable to the Performance Award, such
Award shall be forfeited in its entirety; provided, however, that in the event of an involuntary termination of the Participant's Service, the Committee, in its discretion, may waive the automatic
forfeiture of all or any portion of any such Award and determine the final value of the Performance Award in the manner provided by Section 10.7(a). Payment of any amount pursuant to this
Section shall be made following the end of the Performance Period in any manner permitted by Section 10.5. 



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           10.8    Nontransferability of Performance Awards.     Prior to
settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale,
exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will or by the laws of descent and
distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant's guardian
or legal representative. 


11.  CASH-BASED AWARDS AND OTHER STOCK-BASED
AWARDS.


        Cash-Based
Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of
the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 


 
 

           11.1    Grant of Cash-Based Awards.
    Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions,
including the achievement of performance criteria, as the Committee may determine. 


 
 

           11.2    Grant of Other Stock-Based Awards.
    The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted
securities, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject to such
terms and conditions as the Committee shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement of other Awards or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock-Based Awards may involve the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on the value of
Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. 


 
 

           11.3    Value of Cash-Based and Other Stock-Based Awards.
    Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of shares of Stock
or units based on such shares of Stock, as determined by the Committee. The Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria,
including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. If the
Committee exercises its discretion to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to
which the performance criteria are met. The establishment of performance criteria with respect to the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in
Performance-Based Compensation shall follow procedures substantially equivalent to those applicable to Performance Awards set forth in Section 10. 


 
 

           11.4    Payment or Settlement of Cash-Based Awards and Other Stock-Based  Awards.
    Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other
securities or any combination thereof as the Committee determines. The determination and certification of the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to
result in Performance-Based Compensation shall comply with the requirements applicable to Performance Awards set forth in Section 10. To the extent applicable, payment or settlement with
respect to each 


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Cash-Based
Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A. 



 
 

          11.5    Voting Rights; Dividend Equivalent Rights and Distributions.     Participants shall have no voting rights with respect to shares of Stock represented by Other Stock-Based Awards until the date of the issuance of such shares of
Stock (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Committee, in its
discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends
on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which
it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 9.4. Dividend Equivalent Rights shall not be granted with respect
to Cash-Based Awards. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as
described in Section 4.3, appropriate adjustments shall be made in the Participant's Other Stock-Based Award so that it represents the right to receive upon settlement any and all new,
substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon
settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions and performance criteria, if any, as are
applicable to the Award. 


 
 

           11.6    Effect of Termination of Service.
    Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the extent to which the Participant shall have the right to retain such Award following
termination of the Participant's Service. Such provisions shall be determined in the discretion of the Committee, need not be uniform among all Cash-Based Awards or Other Stock-Based Awards, and may
reflect distinctions based on the reasons for termination, subject to the requirements of Section 409A, if applicable. 


 
 

           11.7    Nontransferability of Cash-Based Awards and Other Stock-Based Awards.     Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation,
sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will or by the laws of descent and
distribution. The Committee may impose such additional restrictions on any shares of Stock issued in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including,
without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares of Stock
are then listed and/or traded, or under any state securities laws or foreign law applicable to such shares of Stock. 


12.  STANDARD FORMS OF AWARD AGREEMENT.


 
 
        12.1    Award Agreements.    Each
Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time.
No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic means. 



        12.2    Authority to Vary Terms.    The Committee shall have the authority from time to
time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or
forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 


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13.  CHANGE IN CONTROL.



        13.1    Effect of Change in Control on Awards.    In the event of a Change in Control,
outstanding Awards shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Subject to the requirements and limitations of
Section 409A, if applicable, the Committee may provide for any one or more of the following: 



        (a)    Accelerated Vesting.    In its discretion, the Committee may provide in the grant of
any Award or at any other time may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each
or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant's Service prior to, upon, or following the Change in
Control, and to such extent as the Committee determines. 


        (b)    Assumption, Continuation or Substitution.    In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the  "Acquiror"),
may, without the consent of any Participant, assume or continue the Company's rights and
obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially
equivalent award with respect to the Acquiror's stock, as applicable. For purposes of this Section, if so determined by the Committee in its discretion, an Award denominated in shares of Stock shall
be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of
Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of
Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the
outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise or settlement of the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to
the per share consideration received by holders of Stock pursuant to the Change in Control. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the
Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in
Control. 


        (c)    Cash-Out of Outstanding Stock-Based Awards.    The Committee may, in its discretion and
without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding immediately prior to
the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee)
of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other
property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced
(but not below zero) by the exercise or purchase price per share, if any, under such Award. In the event such determination is made by the Committee, an Award having an exercise or purchase price per
share equal to or greater than the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control may be canceled without payment of consideration to the holder thereof.
Payment pursuant to this Section (reduced by applicable withholding taxes, if any) shall be made to Participants in respect of the vested portions 



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of
their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards. 




        13.2    Effect of Change in Control on Nonemployee Director Awards.    Subject to the
requirements and limitations of Section 409A, if applicable, including as provided by Section 15.4(f), in the event of a Change in Control, each outstanding Nonemployee Director Award
shall become immediately exercisable and vested in full and, except to the extent assumed, continued or substituted for pursuant to Section 13.1(b), shall be settled effective immediately prior
to the time of consummation of the Change in Control. 


        13.3    Federal Excise Tax Under Section 4999 of the Code.    



        (a)    Excess Parachute Payment.    If any acceleration of vesting pursuant to an Award and
any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such
acceleration of vesting, payment or benefit as an "excess parachute payment" under Section 280G of the Code, then, provided such election would not subject the Participant to taxation under
Section 409A, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization. 


        (b)    Determination by Tax Firm.    To aid the Participant in making any election called for
under Section 13.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an "excess parachute payment" to the Participant as described in
Section 13.3(a), the Company shall request a determination in writing by the professional firm engaged by the Company for general tax purposes, or, if the tax firm so engaged by the Company is
serving as accountant or auditor for the Acquiror, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section (the "Tax
Firm"). As soon as practicable thereafter, the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and
benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Tax Firm may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order
to make its required determination. The Company shall bear all fees and expenses the Tax Firm charges in connection with its services contemplated by this Section. 




14.  COMPLIANCE WITH SECURITIES LAW.


        The
grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with
respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an
Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or
(b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to
the lawful issuance and sale of any shares under the Plan 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. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or 


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appropriate,
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 



15.  COMPLIANCE WITH SECTION 409A.


        15.1    Awards Subject to Section 409A.    The Company intends that Awards
granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and the Plan shall be so construed. The provisions of this Section 15 shall apply to any Award or
portion thereof that constitutes or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without limitation: 



        (a)   A
Nonstatutory Stock Option or SAR that includes any feature for the deferral of compensation other than the deferral of recognition of income until the later of
(i) the exercise or disposition of the Award or (ii) the time the stock acquired pursuant to the exercise of the Award first becomes substantially vested. 


        (b)   Any
Restricted Stock Unit Award, Performance Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms for settlement of all or any
portion of the Award at a time or upon an event that will or may occur later than the end of the Short-Term Deferral Period (as defined below) or (ii) permits the Participant granted the Award
to elect one or more dates or events upon which the Award will be settled after the end of the Short-Term Deferral Period. 




        Subject
to the provisions of Section 409A, the term "Short-Term Deferral Period" means the
21/2 month period ending on the later of (i) the 15th day of the third month following the end of the Participant's taxable year in which the right to payment under
the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company's taxable year in
which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term "substantial risk of forfeiture" shall have
the meaning provided by Section 409A. 


        15.2    Deferral and/or Distribution Elections.    Except as otherwise permitted or
required by Section 409A, the following rules shall apply to any compensation deferral and/or payment elections (each, an "Election") that may be
permitted or required by the Committee pursuant to an Award providing Section 409A Deferred Compensation: 



        (a)   Elections
must be in writing and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form of payment as permitted by this
Plan. 


        (b)   Elections
shall be made by the end of the Participant's taxable year prior to the year in which services commence for which an Award may be granted to the Participant. 


        (c)   Elections
shall continue in effect until a written revocation or change in Election is received by the Company, except that a written revocation or change in Election
must be received by the Company prior to the last day for making the Election determined in accordance with paragraph (b) above or as permitted by Section 15.3. 




        15.3    Subsequent Elections.    Except as otherwise permitted or required by
Section 409A, any Award providing Section 409A Deferred Compensation which permits a subsequent Election to delay the payment or change the form of payment in settlement of such Award
shall comply with the following requirements: 



        (a)   No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made. 



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        (b)   Each
subsequent Election related to a payment in settlement of an Award not described in Section 15.4(a)(ii), 15.4(a)(iii) or 15.4(a)(vi) must result in a delay
of the payment for a period of not less than five (5) years from the date on which such payment would otherwise have been made. 


        (c)   No
subsequent Election related to a payment pursuant to Section 15.4(a)(iv) shall be made less than twelve (12) months before the date on which such
payment would otherwise have been made. 


        (d)   Subsequent
Elections shall continue in effect until a written revocation or change in the subsequent Election is received by the Company, except that a written
revocation or change in a subsequent Election must be received by the Company prior to the last day for making the subsequent Election determined in accordance the preceding paragraphs of this
Section 15.3. 




 
 

           15.4    Payment of Section 409A Deferred  Compensation.    



        (a)    Permissible Payments.    Except as otherwise permitted or required by
Section 409A, an Award providing Section 409A Deferred Compensation must provide for payment in settlement of the Award only upon one or more of the following: 



          (i)  The
Participant's "separation from service" (as defined by Section 409A); 


         (ii)  The
Participant's becoming "disabled" (as defined by Section 409A); 


        (iii)  The
Participant's death; 


        (iv)  A
time or fixed schedule that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or
(ii) specified by the Participant in an Election complying with the requirements of Section 15.2 or 15.3, as applicable; 


         (v)  A
change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with
Section 409A; or 


        (vi)  The
occurrence of an "unforeseeable emergency" (as defined by Section 409A). 




        (b)    Installment Payments.    It is the intent of this Plan that any right of a Participant
to receive installment payments (within the meaning of Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. 


        (c)    Required Delay in Payment to Specified Employee Pursuant to Separation from
Service.    Notwithstanding any provision of the Plan or an Award Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant
to Section 15.4(a)(i) in settlement of an Award providing for Section 409A Deferred Compensation may be made to a Participant who is a "specified employee" (as defined by
Section 409A) as of the date of the Participant's separation from service before the date (the "Delayed Payment
Date") that is six (6) months after the date of such Participant's separation from service, or, if earlier, the date of the Participant's death.
All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date. 


        (d)    Payment Upon Disability.    All distributions of Section 409A Deferred
Compensation payable pursuant to Section 15.4(a)(ii) by reason of a Participant becoming disabled shall be paid in a lump sum or in periodic installments as established by the Participant's
Election. If the Participant has made no Election with respect to distributions of Section 409A Deferred Compensation upon becoming disabled, all such distributions shall be paid in a lump sum
upon the determination that the Participant has become disabled. 



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        (e)    Payment Upon Death.    If a Participant dies before complete distribution of amounts
payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the
Participant's Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant's death. If the Participant has made no Election with respect to distributions of
Section 409A Deferred Compensation upon death, all such distributions shall be paid in a lump sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant's
death. 


        (f)    Payment Upon Change in Control.    Notwithstanding any provision of the Plan or an
Award Agreement to the contrary, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount
shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company within the meaning of Section 409A. Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become payable
upon a Change in Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in accordance with Section 13.1(b) shall vest to the extent provided by such
Award but shall be converted automatically at the effective time of such Change in Control into a right to receive, in cash on the date or dates such award would have been settled in accordance with
its then existing settlement schedule (or as required by Section 15.4(c)), an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time of the Change in Control. 


        (g)    Payment Upon Unforeseeable Emergency.    The Committee shall have the authority to
provide in the Award Agreement evidencing any Award providing for Section 409A Deferred Compensation for payment pursuant to Section 15.4(a)(vi) in settlement of all or a portion of such
Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event, the amount(s) distributed with respect to such
unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s),
after taking into account the extent to which such emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets (to
the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency
shall be made in a lump sum upon the Committee's determination that an unforeseeable emergency has occurred. The Committee's decision with respect to whether an unforeseeable emergency has occurred
and the manner in which, if at all, the payment in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal. 


        (h)    Prohibition of Acceleration of Payments.    Notwithstanding any provision of the Plan
or an Award Agreement to the contrary, this Plan does not permit the acceleration of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except as
permitted by Section 409A. 


        (i)    No Representation Regarding Section 409A Compliance.    Notwithstanding any
other provision of the Plan, the Company makes no representation that Awards shall be exempt from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or
interest imposed on a Participant by Section 409A. 



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16.  TAX WITHHOLDING.


        16.1    Tax Withholding in General.    The Company shall have the right to deduct from
any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign
taxes (including social insurance), if any, required by law to be withheld by any Participating Company with respect to an Award or the shares acquired pursuant thereto. The Company shall have no
obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating
Company Group's tax withholding obligations have been satisfied by the Participant. 


        16.2    Withholding in or Directed Sale of Shares.    The Company shall have the right,
but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole
shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares
of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates (or the maximum individual
statutory withholding rates for the applicable jurisdiction if use of such rates would not result in adverse accounting consequences or cost). The Company may require a Participant to direct a broker,
upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding
obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash. 


17.  AMENDMENT, SUSPENSION OR TERMINATION OF PLAN.



        The
Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company's stockholders, there shall be (a) no increase in the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Sections 4.2 and 4.3), (b) no change in the class of persons eligible to
receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule, including the
rules of any stock exchange or quotation system upon which the Stock may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless
expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on any then outstanding Award
without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its sole and absolute discretion and without the
consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or
advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A. 



18.  MISCELLANEOUS PROVISIONS.


        18.1    Repurchase Rights.    Shares issued under the Plan may be subject to one or more
repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any
repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any
agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock
acquired 


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hereunder
for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 



 
 

          18.2    Forfeiture Events.    



        (a)   The
Committee may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but
shall not be limited to, termination of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service, or any
accounting restatement due to material noncompliance of the Company with any financial reporting requirements of securities laws as a result of which, and to the extent that, such reduction,
cancellation, forfeiture, or recoupment is required by applicable securities laws. 


        (b)   If
the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct,
or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002, shall reimburse the Company for (i) the amount of any payment in settlement of an Award received by such Participant during the twelve- (12-) month period following
the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement, and
(ii) any profits realized by such Participant from the sale of securities of the Company during such twelve- (12-) month period. 




        18.3    Provision of Information.    Each Participant shall be given access to
information concerning the Company equivalent to that information generally made available to the Company's common stockholders. 



        18.4    Rights as Employee, Consultant or Director.    No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the
Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant's
Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to
mean that the Company is the Employee's employer or that the Employee has an employment relationship with the Company. 



        18.5    Rights as a Stockholder.    A Participant shall have no rights as a stockholder
with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in
Section 4.3 or another provision of the Plan. 


        18.6    Delivery of Title to Shares.    Subject to any governing rules or regulations,
the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the
following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit
of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form. 


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        18.7    Fractional Shares.    The Company shall not be required to issue fractional
shares upon the exercise or settlement of any Award. 


        18.8    Retirement and Welfare Plans.    Neither Awards made under this Plan nor shares
of Stock or cash paid pursuant to such Awards may be included as "compensation" for purposes of computing the benefits payable to any Participant under any Participating Company's retirement plans
(both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant's benefit. 


        18.9    Beneficiary Designation.    Subject to local laws and procedures, each
Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant's death
before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company during the Participant's lifetime. If a married Participant designates a beneficiary other than the Participant's spouse, the
effectiveness of such designation may be subject to the consent of the Participant's spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the
Participant's death, the Company will pay any remaining unpaid benefits to the Participant's legal representative. 


        18.10    Severability.    If any one or more of the provisions (or any part thereof) of
this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability
of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby. 


        18.11    No Constraint on Corporate Action.    Nothing in this Plan shall be construed
to: (a) limit, impair, or otherwise affect the Company's or another Participating Company's right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another
Participating Company to take any action which such entity deems to be necessary or appropriate. 


        18.12    Unfunded Obligation.    Participants shall have the status of general
unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any
special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its
payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the
Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant's creditors in any assets of any Participating
Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. 



        18.13    Choice of Law.    Except to the extent governed by applicable federal law, the
validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules. 


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        IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the GSI Technology, Inc. 2016
Equity Incentive Plan as duly adopted by the Board on June 28, 2016. 

 






			
	 
	 	/s/ ROBERT YAU






  Robert Yau, Secretary




 

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