AMD 1996 Stock Incentive Plan, as amended



 Exhibit 10.58 
  
 ADVANCED MICRO DEVICES, INC. 
 1996 STOCK INCENTIVE PLAN 
  
 1. PURPOSE 
  
 The purpose of
this Plan is to encourage key personnel, Outside Directors and advisors whose long-term service is considered essential to the Company’s continued progress, to remain in the service of the Company or its Affiliates. By means of the Plan, the
Company also seeks to attract new key employees, Outside Directors and advisors whose future services are necessary for the continued improvement of operations. The Company intends future increases in the value of securities granted under this Plan
to form part of the compensation for services to be rendered by such persons in the future. It is intended that this purpose will be effected through the granting of Options. 
  
 2. DEFINITIONS 
  
 The terms defined in this Section 2 shall have the respective meanings set forth herein, unless the context otherwise requires. 
  
 (a) “Affiliate” The term “Affiliate” shall
mean any corporation, partnership, joint venture or other entity in which the Company holds an equity, profits or voting interest of thirty percent (30%) or more. 
  
 (b) “Board” The term “Board” shall mean the Company’s Board of Directors or its
delegate as set forth in Sections 3(d) and 3(e) below. 
  
 (c)
“Change of Control” Unless otherwise defined in a Participant’s employment agreement, the term “Change of Control” shall be deemed to mean any of the following events: (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such person any securities acquired directly from the Company or any of its Affiliates) representing more than 20% of either the then outstanding shares of the Common Stock of the Company or the combined voting power of the Company’s then
outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board and any new director (other than a director designated by a person who has entered into an
agreement or arrangement with the Company to effect a transaction described in clause (i) or (ii) of this sentence) whose appointment, election, or nomination for election by the Company’s stockholders, was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority of
the Board; or (iii) there is consummated a merger or consolidation of the Company or subsidiary thereof with or into any other corporation, other than a merger or consolidation 








 which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding
securities which represent immediately after such merger or consolidation more than 50% of the combined voting power of the voting securities of either the Company or the other entity which survives such merger or consolidation or the parent of the
entity which survives such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 80% of the combined voting power of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing (i) unless otherwise provided in a Participant’s employment agreement, no “Change of Control” shall be
deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (ii) unless otherwise provided in a
Participant’s employment agreement, “Change of Control” shall exclude the acquisition of securities representing more than 20% of either the then outstanding shares of the Common Stock of the Company or the combined voting power of
the Company’s then outstanding voting securities by the Company or any of its wholly owned subsidiaries, or any trustee or other fiduciary holding securities of the Company under an employee benefit plan now or hereafter established by the
Company. 
  
 (d) “Code” The term
“Code” shall mean the Internal Revenue Code of 1986, as amended to date and as it may be amended from time to time. 
  
 (e) “Company” The term “Company” shall mean Advanced Micro Devices, Inc., a Delaware corporation. 
  
 (f) “Constructive Termination” The term
“Constructive Termination” shall mean a resignation by a Participant who has been elected by the Board as a corporate officer of the Company due to diminution or adverse change in the circumstances of such Participant’s employment
with the Company, as determined in good faith by the Participant; including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. Constructive
Termination shall be communicated by written notice to the Company, and such termination shall be deemed to occur on the date such notice is delivered to the Company. 
  
 (g) “Disinterested Director” The term “Disinterested Director” shall mean a member of the
Board who has not, during the one year prior to service as an administrator of the Plan, or during such service, been granted or awarded equity securities of the Company pursuant to this Plan (except for automatic grants of options to Outside
Directors pursuant to Section 8 hereof) or any other plan of the Company or any of its Affiliates. 
  
 (h) “Fair Market Value per Share” The term “Fair Market Value per Share” shall mean as of any day (i) the closing price
for Shares on the New York Stock Exchange as reported 
  

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 on the composite tape on the day as of which such determination is being made or, if there was no sale of Shares reported
on the composite tape on such day, on the most recently preceding day on which there was such a sale, or (ii) if the Shares are not listed or admitted to trading on the New York Stock Exchange on the day as of which the determination is made, the
amount determined by the Board or its delegate to be the fair market value of a Share on such day. 
  
 (i) “Insider” The term “Insider” means an officer or director of the Company or any other person whose transactions in
the Company’s Common Stock are subject to Section 16 of the Exchange Act. 
  
 (j) “ISO” The term “ISO” shall mean a stock option described in Section 422(b) of the Code. 
  
 (k) “NSO” The term “NSO” shall mean a nonstatutory stock option not described in Section 422(b) of the Code. 

 
 (l) “Option” The term “Option” shall
mean (except as herein otherwise provided) a stock option granted under this Plan. 
  
 (m) “Outside Director” The term “Outside Director” shall mean a member of the Board of Directors of the Company who is not also an employee of the Company or an Affiliate. 

 
 (n) “Participant” The term “Participant”
shall mean any person who holds an Option or Restricted Stock Award granted under this Plan. 
  
 (o) “Plan” The term “Plan” shall mean this Advanced Micro Devices, Inc. 1996 Stock Incentive Plan, as amended from time to time. 
  
 (p) “Shares” The term “Shares” shall mean
shares of Common Stock of the Company and any shares of stock or other securities received as a result of the adjustments provided for in Section 11 of this Plan. 
  
 3. ADMINISTRATION 
  

(a) The Board, whose authority shall be plenary, shall administer the Plan and may delegate part or all of its administrative powers with respect to
part or all of the Plan pursuant to Section 3(d); provided, however, that the Board shall delegate administration of the Plan to the extent required by Section 3(e). 
  
 (b) Except for automatic grants of Options to Outside Directors pursuant to Section 8 hereof, the Board or its delegate
shall have the power, subject to and within the limits of the express provisions of the Plan: 
  
 (1) To grant Options pursuant to the Plan. 
  
 (2) To determine from time to time which of the eligible persons shall be granted Options under the Plan, the number of Shares for which
each Option shall be granted, the term of each granted Option and the time or times during the term of each 
  

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Option within which all or portions of each Option may be exercised (which at the discretion of the Board of its delegate may be accelerated.) 
  
 (3) To prescribe the terms and provisions of each Option
granted (which need not be identical) and the form of written instrument that shall constitute the Option agreement. 
  
 (4) To take appropriate action to amend any Option hereunder, including to amend the vesting schedule of any outstanding Option, or to
cause any Option granted hereunder to cease to be an ISO, provided that no such action adverse to a Participant’s interest may be taken by the Board or its delegate without the written consent of the affected Participant. 
  
 (5) To determine whether and under what circumstances an
Option may be settled in cash or Shares. 
  
 (c) The Board or its
delegate shall also have the power, subject to and within the limits of the express provisions of this Plan: 
  
 (1) To construe and interpret the Plan and Options granted under the Plan, and to establish, amend and revoke rules and regulations for
administration of the Plan. The Board or its delegate, in the exercise of this power, shall generally determine all questions of policy and expediency that may arise and may correct any defect, omission or inconsistency in the Plan or in any Option
agreement in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 
  
 (2) Generally, to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of the
Company. 
  
 (d) The Board may, by resolution, delegate
administration of the Plan (including, without limitation, the Board’s powers under Sections 3(b) and (c) above), under either or both of the following: 
  

(1) with respect to the participation of or granting of Options to an employee, consultant or advisor who is not an Insider, to a
committee of one or more members of the Board, whether or not such members of the Board are Disinterested Directors; 
  
 (2) with respect to matters other than the selection for participation in the Plan, substantive decisions concerning the timing, pricing,
amount or other material term of an Option, to a committee of one or more members of the Board, whether or not such members of the Board are Disinterested Directors, or to one or more Insiders. 
  
 (e) Unless each member of the Board is a Disinterested Director, the Board
shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are Insiders, including its powers to select such employees for participation in the Plan, to make substantive decisions
concerning the timing, pricing, amount or any other material term of an Option, to a committee of two or more Disinterested Directors who are also “outside directors” within the meaning of Section 162(m) of the Code. Any committee to which

  

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administration of the Plan is so delegated pursuant to this Section 3(e) may also administer the Plan with respect to an employee described in Section
3(d)(1) above. 
  
 (f) Except as required by Section 3(e) above,
the Board shall have complete discretion to determine the composition, structure, form, term and operations of any committee established to administer the Plan. If administration is delegated to a committee, unless the Board otherwise provides, the
committee shall have, with respect to the administration of the Plan, all of the powers and discretion theretofore possessed by the Board and delegable to such committee, subject to any constraints which may be adopted by the Board from time to time
and which are not inconsistent with the provisions of the Plan. The Board at any time may revest in the Board any of its administrative powers under the Plan, except under circumstances where a committee is required to administer the Plan under
Section 3(e) above. 
  
 (g) The determinations of the Board or its
delegate shall be conclusive and binding on all persons having any interest in this Plan or in any awards granted hereunder. 
  
 4. SHARES SUBJECT TO PLAN 
  
 Subject to the provisions of Section 11 (relating to adjustments upon changes in capitalization), the Shares which may be available for issuance under the
Plan shall not exceed in the aggregate 42,900,000 Shares of the Company’s authorized Common Stock and may be unissued Shares or reacquired Shares or Shares bought on the market for the purposes of issuance under the Plan. If any Options granted
under the Plan shall for any reason be forfeited or canceled, terminate or expire, the Shares subject to such Options shall be available again for the purposes of the Plan. Shares which are delivered or withheld from the Shares otherwise due on
exercise of an Option shall become available for future awards under the Plan. Shares that have actually been issued under the Plan, upon exercise of an Option shall not in any event be returned to the Plan and shall not become available for future
awards under the Plan. 
  
 5. ELIGIBILITY

  
 Options may be granted only to full or part-time employees,
officers, directors, consultants and advisors of the Company and/or of any Affiliate provided such consultants and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.
Outside Directors shall not be eligible for the benefits of the Plan, except as provided in Section 8 hereof. Any Participant may hold more than one Option at any time; provided, however, that no Participant will be eligible to receive more
than 2,000,000 Shares in any calendar year under the Plan pursuant to the grant of Options hereunder, other than new employees of the Company or an Affiliate of the Company (including new employees who are also officers and directors of the Company
or an Affiliate of the Company), who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their employment. 
  

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 6. STOCK OPTIONS—GENERAL PROVISIONS 
  
 (a) Except for automatic grants of Options to Outside Directors under
Section 8 hereof, each Option granted pursuant to the Plan may, at the discretion of the Board, be granted either as an ISO or as an NSO. No Option may be granted alternatively as an ISO and as an NSO. 
  
 (b) To the extent that the aggregate exercise price for ISOs which are
exercisable for the first time by a Participant during any calendar year (under this Plan or any other plans of the Company or its subsidiaries or parent (as such terms are defined in Section 424 of the Code) exceeds $100,000, such Options shall be
treated as NSOs. 
  
 (c) No ISO may be granted to a person who, at
the time of grant, owns stock possessing more than 10% of the total combined voting power of the Company or any of its subsidiaries or parent (as such terms are defined in Section 424 of the Code) unless the exercise price is at least 110% of the
Fair Market Value per Share of the stock subject to the Option and the term of the Option does not exceed five (5) years from the date such ISO is granted. 
  
 (d) Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any
discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify an ISO under Section 422 of the Code. 
  
 7. TERMS OF OPTION AGREEMENT 
  
 Except as otherwise required by the terms of Section 8 hereof, each Option
agreement shall be in such form and shall contain such terms and conditions as the Board from time to time shall deem appropriate, subject to the following limitations: 
  
 (a) The term of any NSO shall not be greater than ten (10) years and one day from the date it was granted. The term of any
ISO shall not be greater than ten (10) years from the date it was granted. 
  
 (b) The exercise price of each ISO shall be not less than the Fair Market Value per Share of the stock subject to the Option on the date the Option is granted. NSOs may be granted at an exercise price that is not less
than Fair Market Value per Share of the Shares at the time an NSO is granted. 
  
 (c) Unless otherwise specified in the Option agreement, no Option shall be transferable otherwise than by will, pursuant to the laws of descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, or as otherwise permitted by regulations and interpretations under Section 16 of the Exchange Act. 
  
 (d) Except as otherwise provided in paragraph (e) of this Section 7 or in a
Participant’s employment agreement, the rights of a Participant (other than an Outside Director) to exercise an Option shall be limited as follows: 
  
 (1) DEATH OR DISABILITY: If a Participant’s service is terminated by death or disability, then the Participant or the
Participant’s estate, or such other person as 

  

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 may hold the Option, as the case may be, shall have the right for a period of twelve (12) months
following the date of death or disability, or for such other period as the Board may fix, to exercise the Option to the extent the Participant was entitled to exercise such Option on the date of his death or disability, or to such extent as may
otherwise be specified by the Board (which may so specify after the date of his death or disability but before expiration of the Option), provided the actual date of exercise is in no event after the expiration of the term of the Option. A
Participant’s estate shall mean his legal representative or any person who acquires the right to exercise an Option by reason of the Participant’s death or disability. 
  
 (2) MISCONDUCT: If a Participant is determined by the Board to have committed an act of theft, embezzlement,
fraud, dishonesty, a breach of fiduciary duty to the Company (or Affiliate), or deliberate disregard of the rules of the Company (or Affiliate), or if a Participant makes any unauthorized disclosure of any of the trade secrets or confidential
information of the Company (or Affiliate), engages in any conduct which constitutes unfair competition with the Company (or Affiliate), induces any customer of the Company (or Affiliate) to break any contract with the Company (or Affiliate), or
induces any principal for whom the Company (or Affiliate) acts as agent to terminate such agency relationship, then, unless otherwise provided in a Participant’s employment agreement, neither the Participant, the Participant’s estate nor
such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever, after termination of service, whether or not after termination of service the Participant may receive payment from the
Company (or Affiliate) for vacation pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu of notice, or for any other benefits. In making such determination, the Board
shall give the Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, unless otherwise provided in a Participant’s employment agreement, termination of service shall be deemed to occur on
the date when the Company dispatches notice or advice to the Participant that his service is terminated. 
  
 (3) TERMINATION FOR OTHER REASONS: If a Participant’s service is terminated for any reason other than those mentioned above under
“DEATH OR DISABILITY” or “MISCONDUCT,” the Participant, the Participant’s estate, or such other person who may then hold the Option may, within three months following such termination, or within such longer period as the
Board may fix, exercise the Option to the extent such Option was exercisable by the Participant on the date of termination of his employment or service, or to the extent otherwise specified by the Board (which may so specify after the date of the
termination but before expiration of the Option) provided the date of exercise is in no event after the expiration of the term of the Option. 
  
 (4) EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in a Participant’s employment agreement, the service relationship shall
not be considered interrupted in the case of (i) a Participant who intends to continue to provide services as a director, employee, consultant or advisor to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv) any other leave of
absence approved by the Board, provided such leave is for a period of not more than 90 days, unless reemployment upon the expiration 
  

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 of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to formal
policy adopted from time to time by the Company and issued and promulgated to employees in writing; or (v) in the case of transfer between locations of the Company or between the Company or its Affiliates. In the case of any employee on an approved
leave of absence, the Board may make such provisions respecting suspension of vesting of the Option while on leave from the employ of the Company or an Affiliate as it may deem appropriate, except that in no event shall an Option be exercised after
the expiration of the term set forth in the Option. 
  
 (e) Unless
otherwise provided in a Participant’s employment agreement, if any Participant’s employment is terminated by the Company for any reason other than for Misconduct or, if applicable, by Constructive Termination, within one year after a
Change of Control has occurred, then all Options held by such Participant shall become fully vested for exercise upon the date of termination, irrespective of the vesting provisions of the Participant’s Option agreement. For purposes of this
subsection (e), the term “Change of Control” shall have the meaning assigned by this Plan, unless a different meaning is defined in an individual Participant’s Option agreement or employment agreement. 
  
 (f) Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its delegate shall deem appropriate. 
  
 (g) The Board may modify, extend or renew outstanding Options; provided that any such action may not, without the written consent of a Participant,
impair any such Participant’s rights under any Option previously granted. 
  
 8. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS 
  
 (a) Each Outside Director shall be granted an Option to purchase 12,500 Shares under the Plan (the “First Option”) on April 30,
July 31, October 31 and December 15 or the first business day following such date, in the year that such Outside Director is first elected or appointed as a member of the Board; provided that an Outside Director who has previously been
elected as a member of the Board on the Effective Date set forth in Section 14 below shall not be granted a First Option under the Plan. Thereafter, on April 30, July 31, October 31 and December 15 or the first business day following such date, each
Outside Director reported as being elected at the annual meeting of the Company’s stockholders shall be granted an additional Option to purchase 6,250 Shares under the Plan (the “Annual Option”). Further, subject to the
right of any Outside Director who has not previously been elected as a member of the Board to receive a First Option, if there are insufficient Shares available under the Plan for each Outside Director who is eligible to receive an Annual Option (as
adjusted) in any year, the number of Shares subject to each Annual Option in such year shall equal the total number of available Shares then remaining under the Plan divided by the number of Outside Directors who are eligible to receive an Annual
Option on such date, as rounded down to avoid fractional Shares. All Options granted to Outside Directors shall be subject to the following terms and conditions of this Section 8. 
  
 (b) All Options granted to Outside Directors pursuant to the Plan shall be NSOs. 
  

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 (c) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, may consist entirely of (i) cash, (ii) certified or cashier’s check, (iii) other Shares which (x) either have been owned by the Participant for more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value per Share on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, or (v) any combination of the foregoing methods of payment. 
  
 (d) Each Option granted to an Outside Director shall be for a term of ten
years plus one day. Each First Option shall vest and become exercisable according to the following schedule: one-third on April 30 of the calendar year following the date of grant; the remaining two-thirds vest in monthly increments thereafter,
through April 30 of the third calendar year following the date of grant. Each Annual Option shall vest and become exercisable according to the following schedule: one-third on April 30 of the calendar year following the date of grant; the remaining
two-thirds vest in monthly increments thereafter, through April 30 of the third calendar year following the date of grant. Any Shares acquired by an Outside Director upon exercise of an Option shall not be freely transferable until six months after
the date stockholder approval referred to in Section 14 hereof is obtained. 
  
 (e) If an Outside Director’s tenure on the Board is terminated for any reason, then the Outside Director or the Outside Director’s estate, as the case may be, shall have the right for a period of twenty-four
months following the date such tenure is terminated to exercise the Option to the extent the Outside Director was entitled to exercise such Option on the date the Outside Director’s tenure terminated; provided the actual date of exercise is in
no event after the expiration of the term of the Option. An Outside Director’s “estate” shall mean the Outside Director’s legal representative or any person who acquires the right to exercise an Option by reason of the Outside
Director’s death or disability. 
  
 (f) Upon a Change of
Control, all Options held by an Outside Director shall become fully vested and exercisable upon such Change of Control, irrespective of any other provisions of the Outside Director’s Option agreement. 
  
 (g) The automatic grants to Outside Directors pursuant to this Section 8
shall not be subject to the discretion of any person. The other provisions of this Plan shall apply to the Options granted automatically pursuant to this Section 8, except to the extent such other provisions are inconsistent with this Section 8.

  
 9. PAYMENTS AND LOANS UPON EXERCISE OF
OPTIONS 
  
 With respect to Options other than Options granted to
Outside Directors pursuant to Section 8, the following provisions shall apply: 
  
 (a) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board or its delegate (and, in the case of an ISO, shall be
determined at the time of grant) and may consist entirely of (i) cash, (ii) certified or cashier’s check, (iii) promissory note, (iv) other Shares which (x) either 
  

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 have been owned by the Participant for more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value per Share on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (v) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, or (vi) any combination of the foregoing methods of payment. Any promissory note shall be a
full recourse promissory note having such terms as may be approved by the Board and bearing interest at a rate sufficient to avoid imputation of income under Sections 483, 1274 or 7872 of the Code; provided that Participants who are not
employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided further, that the portion of the exercise price
equal to the par value, if any, of the Shares must be paid in cash; 
  
 (b) The Company may make loans or guarantee loans made by an appropriate financial institution to individual Participants, including Insiders, on such terms as may be approved by the Board for the purpose of financing the exercise of
Options granted under the Plan and the payment of any taxes that may be due by reason of such exercise. 
  
 10. TAX WITHHOLDING 
  
 (a) Where, in the opinion of counsel to the Company, the Company has or will have an obligation to withhold federal, state or local taxes relating to the
exercise of any Option, the Board may in its discretion require that such tax obligation be satisfied in a manner satisfactory to the Company. With respect to the exercise of an Option, the Company may require the payment of such taxes before Shares
deliverable pursuant to such exercise are transferred to the holder of the Option. 
  
 (b) With respect to the exercise of an Option, a Participant may elect (a “Withholding Election”) to pay his minimum statutory withholding tax obligation by the withholding of Shares from the
total number of Shares deliverable pursuant to the exercise of such Option, or by delivering to the Company a sufficient number of previously acquired Shares, and may elect to have additional taxes paid by the delivery of previously acquired Shares,
in each case in accordance with rules and procedures established by the Board. Previously owned Shares delivered in payment for such additional taxes must have been owned for at least six months prior to the delivery or must not have been acquired
directly or indirectly from the Company and may be subject to such other conditions as the Board may require. The value of Shares withheld or delivered shall be the Fair Market Value per Share on the date the Option becomes taxable. All Withholding
Elections are subject to the approval of the Board must be made in compliance with rules and procedures established by the Board. 
  
 11. ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION 
  


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 If there is any change in the Common Stock of the Company by reason of any stock dividend, stock split,
spin-off, split up, merger, consolidation, recapitalization, reclassification, combination or exchange of Shares, or any other similar corporate event, then the Board shall make appropriate adjustments to the number of Shares theretofore
appropriated or thereafter subject or which may become subject to an Option under the Plan. In addition, the Board will make appropriate adjustment to the Share limitations set forth in Section 5 above. Outstanding Options shall also be
automatically converted as to price and other terms if necessary to reflect the foregoing events. No right to purchase fractional Shares shall result from any adjustment in Options pursuant to this Section 11. In case of any such adjustment, the
Shares subject to the Option shall be rounded down to the nearest whole Share. Notice of any adjustment shall be given by the Company to each holder of any Option which shall have been so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan. 
  
 12. PRIVILEGES OF STOCK OWNERSHIP 
  
 No Participant will have any rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a
stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. 
  

13. EXCHANGE AND BUYOUT OF AWARDS; RULE 16b-3 
  
 Other than in connection with a change in the Company’s capitalization (as described in this plan), Options may not be
repriced, replaced or exchanged without stockholder preapproval if the effect of such a repricing, replacement or exchange would be to reduce the exercise price of an Incentive Stock Option or Nonstatutory Stock Option; provided, however, that the
Company may effect a one-time exchange offer (the Exchange Offer) to be commenced in the discretion of the Compensation Committee of the Board of Directors no sooner than May 2, 2003, pursuant to which employees, other than the six senior executives
named in the Summary Compensation Table in the Company’s Proxy Statement for its 2003 Annual Meeting of Stockholders (the Proxy Statement), shall be given a one-time opportunity to surrender unexercised Options with exercise prices greater than
$10.00 per share in exchange for a grant of new options (New Options) in accordance with exchange ratios calculated using the Black-Scholes stock option valuation model. The New Options will be granted no less than six months and one day following
the cancellation of the surrendered Options and will be granted at the fair market value of the Company’s common stock on the date of grant. The New Options will have the vesting schedules and terms and conditions as described in the Proxy
Statement. No modification of an Option shall impair the option holder’s right without the written consent of the option holder. 
  
 14. EFFECTIVE DATE OF THE PLAN 
  
 This Plan will become effective when adopted by the Board (the “Effective Date”). This Plan must be approved by the stockholders
of the Company, consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board 
  

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 or its delegate may grant Options pursuant to this Plan; provided that no Option may be exercised prior to the initial
stockholder approval of this Plan. In the event that stockholder approval is not obtained within the time period provided herein, all Options granted hereunder will be canceled. So long as Insiders are Participants, the Company will comply with the
requirements of Rule 16b-3 with respect to stockholder approval. 
  
 15. AMENDMENT OF THE PLAN 
  
 (a)
The Board at any time, and from time to time, may amend the Plan; provided that, except as provided in Section 11 (relating to adjustments upon changes in capitalization), no amendment for which stockholder approval is required shall be
effective unless such approval is obtained within the required time period. Whether stockholder approval is required shall be determined by the Board. 
  
 (b) It is expressly contemplated that the Board may, without seeking approval of the Company’s stockholders, amend the Plan in any respect necessary
to provide the Company’s employees with the maximum benefits provided or to be provided under Section 422 of the Code or Section 16 of the Exchange Act and the regulations promulgated thereunder and/or to bring the Plan or Options granted under
it into compliance therewith. 
  
 (c) Rights and obligations under
any Option granted before any amendment of the Plan shall not be altered or impaired by amendment of the Plan, except with the consent of the person who holds the Option, which consent may be obtained in any manner that the Board or its delegate
deems appropriate. 
  
 (d) To the extent required by Rule 16b-3,
the Board may not amend the provisions of Section 8 hereof more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. 
  
 16. REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK
AND OPTIONS 
  
 An award under this Plan will not be effective
unless such award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be
listed or quoted, as they are in effect on the date of grant of the award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the Securities and Exchange Commission or to effect compliance with the
registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 
  
 17. NO RIGHT TO EMPLOYMENT 
  

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 Nothing in this Plan or in any Option shall be deemed to confer on any employee any right to continue in
the employ of the Company or any Affiliate or to limit the rights of the Company or its Affiliates, which are hereby expressly reserved, to discharge an employee at any time, with or without cause, or to adjust the compensation of any employee.

  
 18. MISCELLANEOUS 
  
 The use of any masculine pronoun or similar term is intended to be without
legal significance as to gender. 
  

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