Exhibit
10.26


 


OMNIVISION
TECHNOLOGIES, INC.


 


2007
EQUITY INCENTIVE PLAN


 


(as
amended July 30, 2009)


 


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


 


(a)                                  “Administrator”
means the Board or any of its Committees as will be administering the 2007
Plan, in accordance with Section 4 of the 2007 Plan.


 


(b)                                 “Applicable Laws”
means the requirements relating to the administration of equity-based awards
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction
where Awards are, or will be, granted under the 2007 Plan.


 


(c)                                  “Award”
means, individually or collectively, a grant under the 2007 Plan of Options,
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance Units, Performance Shares and other stock or cash awards as the
Administrator may determine.


 


(d)                                 “Award Agreement”
means the written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the 2007 Plan.  The
Award Agreement is subject to the terms and conditions of the 2007 Plan.


 


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


 


(f)                                    “Change in
Control” means the occurrence of any of the following events:


 


(i)                                     Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities; or


 


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


 


(iii)                               A change in the
composition of the Board occurring within a two-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors.  “Incumbent
Directors” means directors who either (A) are Directors as of the
effective date of the 2007 Plan, or (B) are 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 will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or


 


(iv)                              The consummation of
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting 


 

















 


securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%) of the
total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.


 


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


 


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


 


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


 


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


 


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


 


(l)                                     “Determination
Date” means the latest possible date that will not jeopardize the
qualification of an Award granted under the 2007 Plan as “performance-based
compensation” under Section 162(m) of the Code.


 


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


 


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


 


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


 


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


 


(q)                                 “Fair Market
Value” means, as of any date, the value of Common Stock as the
Administrator may determine in good faith by reference to the price of such
stock on any established stock exchange or a national market system on the day
of determination if the Common Stock is so listed on any established stock
exchange or a national market system.  If the Common Stock is not listed
on any established stock exchange or a national market system, the value of the
Common Stock as the Administrator may determine in good faith.


 


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


 


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(s)                                  “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


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


 


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


 


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


 


(w)                               “Option”
means a stock option granted pursuant to the 2007 Plan.


 


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


 


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


 


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


 


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


 


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


 


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


 


(dd)                          “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the Administrator.


 


(ee)                            “2007 Plan”
means this 2007 Equity Incentive Plan.


 


(ff)                                “Restricted
Stock” means Shares issued pursuant to a Restricted Stock award under Section 7
of the 2007 Plan, or issued pursuant to the early exercise of an Option.


 


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


 


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(hh)                          “Retirement”
means a Service Provider who retires from the Company on or after age sixty-two
(62) and such Service Provider has at least five (5) years of service with
the Company at the date of retirement; provided, that, the Administrator,
notwithstanding the foregoing, has the discretion to determine when a Service
Provider retires so long as such determination is not less favorable than
provided for in the foregoing definition.


 


(ii)                                  “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the 2007 Plan.


 


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


 


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


 


(ll)                                  “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14
of the 2007 Plan.


 


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


 


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


 


(oo)                          “Successor
Corporation” has the meaning given to such term in Section 14(c) of
the 2007 Plan.


 


2.                                       Purposes of the
2007 Plan.  The purposes of the 2007 Plan are:


 


·                                          to attract
and retain the best available personnel for positions of substantial
responsibility,


 


·                                          to provide
incentives to individuals who perform services to the Company, and


 


·                                          to promote
the success of the Company’s business.


 


The 2007 Plan permits the
grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock,
Restricted Stock Units, Stock Appreciation Rights, Performance Units,
Performance Shares and other stock or cash awards as the Administrator may
determine.


 


3.                                       Stock Subject to the 2007
Plan.


 


(a)                                  Stock Subject to
the 2007 Plan.  Subject to the provisions of Section 14 of the 2007 Plan,
the maximum aggregate number of Shares that may be awarded and sold under the
2007 Plan is 6,000,000 Shares, plus
any Shares subject to stock options or similar awards granted under the Company’s
2000 Stock Plan (the “2000 Plan”) that expire or otherwise terminate
without having been exercised in full and Shares issued pursuant to awards
granted under the 2000 Plan that are forfeited to or repurchased by the
Company, with the maximum number of Shares to be added to the 2007 Plan
pursuant to such terminations, forfeitures and repurchases not to exceed 2,900,000.


 


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Shares; provided, however,
that the maximum number of Shares that may return to the 2007 Plan from
cancelled awards under the 2007 Plan and the 2000 Plan pursuant to the option
exchange program approved by the stockholders at the Company’s 2009 Annual
Meeting of Stockholders (the “exchange program”) will be 2,900,000
Shares after taking into account the replacement awards granted pursuant to the
Exchange Program.  The Shares may
be authorized, but unissued, or reacquired Common Stock.


 


(b)                                 Full Value Awards.  Any Shares
subject to Awards granted with an exercise price less than the Fair Market
Value on the date of grant of such Awards will be counted against the numerical
limits of this Section 3 as 1.6 Shares for every one Share subject
thereto.  Further, if Shares acquired pursuant to any such Award are
forfeited to or repurchased by the Company and would otherwise return to the
2007 Plan pursuant to Section 3(c), 1.6 times the number of Shares so
forfeited or repurchased will return to the 2007 Plan and will again become
available for issuance.


 


(c)                                  Lapsed Awards.  If an Award
expires or becomes unexercisable without having been exercised in full, or,
with respect to Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units, is forfeited to or repurchased by the Company, the
unpurchased Shares (or for Awards other than Options and Stock Appreciation
Rights, the forfeited or repurchased Shares) which were subject thereto will
become available for future grant or sale under the 2007 Plan (unless the 2007
Plan has terminated).  With respect to Stock Appreciation Rights, all of
the Shares covered by the Award (that is, Shares actually issued pursuant to a
Stock Appreciation Right, as well as the Shares that represent payment of the
exercise price) shall cease to be available under the 2007 Plan.  However,
Shares that have actually been issued under the 2007 Plan under any Award will
not be returned to the 2007 Plan and will not become available for future
distribution under the 2007 Plan; provided, however, that if unvested Shares of
Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units are repurchased by the Company or are forfeited to the Company, such
Shares will become available for future grant under the 2007 Plan.  Shares
used to pay the tax and exercise price of an Award will not become available
for future grant or sale under the 2007 Plan.  To the extent an Award
under the 2007 Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under
the 2007 Plan.  Notwithstanding the foregoing and, subject to adjustment
provided in Section 14, the maximum number of Shares that may be issued
upon the exercise of Incentive Stock Options shall equal the aggregate Share
number stated in Section 3(a), plus, to the extent allowable under Section 422
of the Code, any Shares that become available for issuance under the 2007 Plan
under this Section 3(c).


 


(d)                                 Share Reserve.  The
Company, during the term of this 2007 Plan, will at all times reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of the 2007 Plan.


 


4.                                       Administration of
the 2007 Plan.


 


(a)                                  Procedure.


 


(i)                                     Multiple
Administrative Bodies.  Different Committees with respect to different
groups of Service Providers may administer the 2007 Plan.


 


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(ii)                                  Section 162(m).  To the
extent that the Administrator determines it to be desirable to qualify Awards
granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of
the Code, the 2007 Plan will be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.


 


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


 


(iv)                              Awards to Outside
Directors.  Awards to Outside Directors granted hereunder will be granted
only by the Compensation Committee of the Board, as such Compensation Committee
is comprised from time to time, and such Awards will not be made by or subject
to the approval of the Board as a whole or any other party.


 


(v)                                 Other Administration.  Other than
as provided above, the 2007 Plan will be administered by (A) the Board or (B) a
Committee, which committee will be constituted to satisfy Applicable Laws.


 


(b)                                 Powers of the
Administrator.  Subject to the provisions of the 2007 Plan, and in the case of a
Committee, subject to the specific duties delegated by the Board to such
Committee, the Administrator will have the authority, in its discretion:


 


(i)                                     to determine the
Fair Market Value;


 


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


 


(iii)                               to determine the
terms and conditions, not inconsistent with the terms of the 2007 Plan, of any
Award granted hereunder; provided, however, that the number of
Shares subject to Awards for which vesting may be accelerated by the
Administrator, other than in connection with a Change in Control or upon or in
connection with a Participant’s termination of service due to death, Disability
or Retirement, is limited to 5% of the aggregate number of Shares subject to
the 2007 Plan;


 


(iv)                              to construe and
interpret the terms of the 2007 Plan and Awards granted pursuant to the 2007
Plan;


 


(v)                                 to prescribe, amend
and rescind rules and regulations relating to the 2007 Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws;


 


(vi)                              to modify or amend
each Award (subject to Section 19(c) of the 2007  Plan); provided, however,
that the number of Shares subject to Awards for which vesting may be
accelerated by the Administrator, other than in connection with a Change in
Control or upon or in connection with a Participant’s termination of service
due to death, Disability or Retirement, is limited to 5% of the aggregate
number of Shares subject to the 2007 Plan;


 


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


 


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


 


(ix)                                to make all other
determinations deemed necessary or advisable for administering the 2007 Plan.


 


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


 


5.                                       Eligibility. 
Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Units, Performance Shares and such other cash
or stock awards as the Administrator determines may be granted to Service
Providers.  Incentive Stock Options may be granted only to Employees.


 


6.                                       Stock Options.


 


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


 


(b)                                 Number of Shares.  The
Administrator will have complete discretion to determine the number of Shares
subject to Options granted to any Participant, provided that during any Fiscal
Year, no Participant may be granted Options covering more than 1,000,000
Shares.  Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted
Options covering up to an additional 1,000,000 Shares.


 


(c)                                  Term of Option.  The
Administrator will determine the term of each Option in its sole discretion;
provided, however, that the term will be no more than seven (7) years
from the date of grant thereof.  Moreover, in the case of an Incentive
Stock Option granted to a Participant who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years
from the date of grant or such shorter term as may be provided in the Award
Agreement.


 


(d)                                 Option Exercise
Price and Consideration.


 


(i)                                     Exercise Price.  The per
share exercise price for the Shares to be issued pursuant to exercise of an
Option will be determined by the Administrator, but will be no less than 


 


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100%
of the Fair Market Value per Share on the date of grant.  In addition, in
the case of an Incentive Stock Option granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price will be no less than 110% of
the Fair Market Value per Share on the date of grant.  Notwithstanding the
foregoing provisions of this Section 6(d), Options may be granted with a
per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code.  The exercise price
for an Option may not be reduced without the consent of the Company’s
stockholders.  This will include, without limitation, a repricing of the
Option as well as an Option exchange program whereby the Participant agrees to
cancel an existing Option in exchange for an Option, Stock Appreciation Right
or other Award.


 


(ii)                                  Waiting Period and
Exercise Dates.  Subject to sections 4(b)(iii) and (vi) of the 2007
Plan, at the time an Option is granted, the Administrator will fix the period
within which the Option may be exercised and will determine any conditions that
must be satisfied before the Option may be exercised.


 


(iii)                               Form of
Consideration.  The Administrator will determine the acceptable form(s) of
consideration for exercising an Option, including the method of payment, to the
extent permitted by Applicable Laws.


 


(e)                                  Exercise of Option.


 


(i)                                     Procedure for
Exercise; Rights as a Stockholder.  Any Option granted hereunder will be
exercisable according to the terms of the 2007 Plan and at such times and under
such conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be exercised for a fraction of a Share.


 


An Option will be deemed
exercised when the Company receives: (i) notice of exercise (in such form
as the Administrator specify from time to time) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised (together with all applicable withholding
taxes).  No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the 2007 Plan.


 


(ii)                                  Termination of
Relationship as a Service Provider.  If a Participant ceases to be a
Service Provider, other than upon the Participant’s death or Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement).  In the absence of a
specified time in the Award Agreement, the Option will remain exercisable for
three (3) months following the Participant’s termination.  Unless
otherwise provided by the Administrator, if on the date of termination the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the 2007 Plan.  If after
termination the Participant does not exercise his or her Option within the time
specified by the Administrator, the Option will terminate, and the Shares covered
by such Option will revert to the 2007 Plan.


 


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(iii)                               Disability of
Participant.  If a Participant ceases to be a Service Provider as a result of
the Participant’s Disability, the Participant may exercise his or her Option
within such period of time as is specified in the Award Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). 
In the absence of a specified time in the Award Agreement, the Option will
remain exercisable for twelve (12) months following the Participant’s
termination.  Unless otherwise provided by the Administrator, if on the
date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to
the 2007 Plan.  If after termination the Participant does not exercise his
or her Option within the time specified herein, the Option will terminate, and
the Shares covered by such Option will revert to the 2007 Plan.


 


(iv)                              Death of
Participant.  If a Participant dies while a Service Provider, the Option may be
exercised following the Participant’s death within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of death (but in no event may the option be exercised later than the
expiration of the term of such Option as set forth in the Award Agreement), by
the Participant’s designated beneficiary, provided such beneficiary has been
designated prior to Participant’s death in a form acceptable to the
Administrator.  If no such beneficiary has been designated by the
Participant, then such Option may be exercised by the personal representative
of the Participant’s estate or by the person(s) to whom the Option is
transferred pursuant to the Participant’s will or in accordance with the laws
of descent and distribution.  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months
following Participant’s death.  Unless otherwise provided by the
Administrator, if at the time of death Participant is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option will
immediately revert to the 2007 Plan.  If the Option is not so exercised
within the time specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the 2007 Plan.


 


(v)                                 Other Termination.  A
Participant’s Award Agreement may also provide that if the exercise of the
Option following the termination of Participant’s status as a Service Provider
(other than upon the Participant’s death or Disability) would result in
liability under Section 16(b), then the Option will terminate on the
earlier of (A) the expiration of the term of the Option set forth in the
Award Agreement, or (B) the 10th day after the last date on which such
exercise would result in such liability under Section 16(b). 
Finally, a Participant’s Award Agreement may also provide that if the exercise
of the Option following the termination of the Participant’s status as a
Service Provider (other than upon the Participant’s death or disability) would
be prohibited at any time solely because the issuance of Shares would violate
the registration requirements under the Securities Act, then the Option will
terminate on the earlier of (A) the expiration of the term of the Option,
or (B) the expiration of a period of three (3) months after the
termination of the Participant’s status as a Service Provider during which the
exercise of the Option would not be in violation of such registration
requirements.


 


7.                                       Restricted Stock.


 


(a)                                  Grant of Restricted
Stock.  Subject to the terms and provisions of the 2007  Plan, the
Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Service Providers in such amounts as the Administrator, in
its sole discretion, will determine.


 


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(b)                                 Restricted Stock Agreement. 
Each Award of Restricted Stock will be evidenced by an Award Agreement that
will specify the Period of Restriction, the number of Shares granted, and such
other terms and conditions as the Administrator, in its sole discretion, will
determine.  Notwithstanding the foregoing sentence, during any Fiscal Year
no Participant may receive more than an aggregate of 200,000 Shares of
Restricted Stock; provided, however, that in connection with a Participant’s
initial service as an Employee, an Employee may be granted an aggregate of up
to an additional 300,000 Shares of Restricted Stock.  Unless the
Administrator determines otherwise, Shares of Restricted Stock will be held by
the Company as escrow agent until the restrictions on such Shares have lapsed.


 


(c)                                  Transferability.  Except as
provided in this Section 7, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until
the end of the applicable Period of Restriction.


 


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


 


(e)                                  Vesting Requirements. 
Except as otherwise provided in this Section 7, Shares of Restricted Stock
covered by each Restricted Stock grant made under the 2007 Plan will be
released from escrow as soon as practicable after the last day of the Period of
Restriction.  The restrictions will lapse at a rate determined by the
Administrator; provided, however, that except as otherwise provided in Section 14(c),
Shares of Restricted Stock (other than Restricted Stock granted pursuant to a
stockholder approved exchange program) will not vest more rapidly than
one-third (1/3rd) of the total number of Shares of Restricted Stock subject to
an Award each year from the date of grant (or, with respect to an Award granted
to a Participant in connection with or as part of his or her initial employment
with the Company or any Parent or Subsidiary of the Company, the date a
Participant commences employment the Company or any Parent or Subsidiary of the
Company), unless the Administrator determines that the Award is to vest upon
the achievement of performance criteria and the period for measuring such performance
will cover at least twelve (12) months.  Subject to Sections 4(b)(iii) and
(vi) and notwithstanding the foregoing sentence, the Administrator, in its
sole discretion, may provide at the time of or following the date of grant for
accelerated vesting for an Award of Restricted Stock upon or in connection with
a Change in Control or upon or in connection with a Participant’s termination
of service, including, without limitation, due to death, Disability or
Retirement.


 


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


 


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


 


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(h)                                 Return of Restricted Stock to Company. 
On the date set forth in the Award Agreement, the Restricted Stock for which
restrictions have not lapsed will revert to the Company and will be available
for grant under the 2007 Plan.


 


8.                                       Restricted Stock Units.


 


(a)                                  Grant.  Restricted Stock
Units may be granted at any time and from time to time as determined by the
Administrator.  Each Restricted Stock Unit grant will be evidenced by an
Award Agreement that will specify such other terms and conditions as the Administrator,
in its sole discretion, will determine, including all terms, conditions, and
restrictions related to the grant, the number of Restricted Stock Units and the
form of payout, which, subject to Section 8(d), may be left to the
discretion of the Administrator.  Notwithstanding anything to the contrary
in this subsection (a), during any fiscal year of the Company, no Participant
may receive more than an aggregate of 200,000 Restricted Stock Units; provided,
however, that in connection with a Participant’s initial service as an
Employee, an Employee may be granted an aggregate of up to an additional
300,000 Restricted Stock Units.


 


(b)                                 Vesting Criteria and Other Terms. 
The Administrator will set vesting criteria in its discretion, which, depending
on the extent to which the criteria are met, will determine the number of
Restricted Stock Units that will be paid out to the Participant ; provided,
however, that except as otherwise provided in Section 14(c), an Award of
Restricted Stock Units (other than Restricted Stock Units granted pursuant to a
stockholder approved exchange program) will not vest more rapidly than
one-third (1/3rd) of the total number of Restricted Stock Units subject to an
Award each year from the date of grant (or, with respect to an Award granted to
a Participant in connection with or as part of his or her initial employment
with the Company or any Parent or Subsidiary of the Company, the date a
Participant commences employment the Company or any Parent or Subsidiary of the
Company), unless the Administrator determines that the Award is to vest upon
the achievement of performance criteria and the period for measuring such
performance will cover at least twelve (12) months.  Subject to Sections
4(b)(iii) and (vi) and notwithstanding the foregoing sentence, the
Administrator, in its sole discretion, may provide at the time of or following
the date of grant for accelerated vesting for an Award of Restricted Stock
Units upon or in connection with a Change in Control or upon or in connection
with a Participant’s termination of service, including, without limitation, due
to death, Disability or Retirement.  The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.


 


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


 


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


 


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


 


9.                                       Stock Appreciation Rights.


 


(a)                                  Grant of Stock Appreciation Rights. 
Subject to the terms and conditions of the 2007 Plan including, but not limited
to, Sections 4(b)(iii) and (vi) of the 2007 Plan, a Stock
Appreciation Right may be granted to Service Providers at any time and from
time to time as will be determined by the Administrator, in its sole
discretion.


 


(b)                                 Number of Shares.  The
Administrator will have complete discretion to determine the number of Stock
Appreciation Rights granted to any Participant, provided that during any Fiscal
Year, no Participant may be granted Stock Appreciation Rights covering more
than 1,000,000 Shares.  Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted Stock Appreciation Rights covering up to an additional 1,000,000
Shares.


 


(c)                                  Exercise Price and Other Terms. 
The Administrator, subject to the provisions of the 2007 Plan, will have
complete discretion to determine the terms and conditions of Stock Appreciation
Rights granted under the 2007 Plan, provided, however, that the exercise price
will be not less than one hundred percent (100%) of the Fair Market Value of a
Share on the date of grant.  The exercise price for a Stock Appreciation
Right may not be reduced without the consent of the Company’s stockholders. 
This will include, without limitation, a repricing of the Stock Appreciation
Right as well as an exchange program whereby the Participant agrees to cancel
an existing Stock Appreciation Right in exchange for an Option, Stock
Appreciation Right or other Award.


 


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


 


(e)                                  Expiration of Stock Appreciation Rights. 
A Stock Appreciation Right granted under the 2007 Plan will expire upon the
date determined by the Administrator, in its sole discretion, and set forth in
the Award Agreement; provided, however, that the term will be no more than
seven (7) years from the date of grant thereof.  Notwithstanding
the foregoing, the rules of Section 6(e) also will apply to
Stock Appreciation Rights.


 


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


 


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


 


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


 


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


 


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10.                                 Performance Units and Performance Shares.


 


(a)                                  Grant of Performance Units/Shares. 
Performance Units and Performance Shares may be granted to Service Providers at
any time and from time to time, as will be determined by the Administrator, in
its sole discretion.  The Administrator will have complete discretion in
determining the number of Performance Units/Shares granted to each Participant
provided that during any Fiscal Year, (i) no Participant may receive
Performance Units having an initial value greater than $2,000,000, and (ii) no
Participant may receive more than 200,000 Performance Shares.


 


Notwithstanding the
foregoing limitation, in connection with a Participant’s initial service as an
Employee, an Employee may be granted up to an additional 300,000 Performance
Shares.


 


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


 


(c)                                  Performance Objectives and Other Terms. 
The Administrator will set performance objectives or other vesting provisions;
provided, however, that except as otherwise provided in Section 14(c),
Performance Shares/Units (other than Performance Shares/Units granted pursuant
to a stockholder approved exchange program) will not vest more rapidly than
one-third (1/3rd) of the total number of Performance Shares/Units subject to an
Award each year from the date of grant (or, with respect to an Award granted to
a Participant in connection with or as part of his or her initial employment
with the Company or any Parent or Subsidiary of the Company, the date a
Participant commences employment the Company or any Parent or Subsidiary of the
Company), unless the Administrator determines that the Award is to vest upon
the achievement of performance criteria and the period for measuring such
performance will cover at least twelve (12) months.  Subject to Sections
4(b)(iii) and (vi) and notwithstanding the foregoing sentence, the
Administrator, in its sole discretion, may provide at the time of or following
the date of grant for accelerated vesting for an Award of Performance
Shares/Units in connection with a Change in Control or upon or in connection
with a Participant’s termination of service, including, without limitation, due
to death, Disability or Retirement.  The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.


 


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


 


(e)                                  Form and Timing of Payment of Performance Units/Shares.  Payment of earned Performance Units/Shares will be made as soon
as practicable after the expiration of the applicable Performance Period. 
The Administrator, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair
Market 


 


13

















 


Value
equal to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period) or in a combination thereof.


 


(f)                                    Cancellation of Performance Units/Shares. 
On the date set forth in the Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be available for
grant under the 2007 Plan.


 


11.                                 Performance Goals.  The granting and/or vesting of
Awards of Restricted Stock, Restricted Stock Units, Performance Shares and
Performance Units and other incentives under the 2007 Plan may be made subject
to the attainment of performance goals relating to one or more business
criteria within the meaning of Section 162(m) of the Code and may
provide for a targeted level or levels of achievement (“Performance Goals”). 
Performance Goals may fall within one or more of the following categories:


 


(a)                                  Financial Measures.  Cash flow;
cash position; earnings before interest and taxes; earnings before interest,
taxes, depreciation and amortization; earnings per Share; economic profit;
economic value added; equity or stockholder’s equity; market share; net income;
net profit; net sales; operating earnings; operating income; profit before tax;
ratio of debt to debt plus equity; ratio of operating earnings to capital
spending; sales growth; return on net assets; or total return to stockholders.


 


(b)                                 Sales and Marketing Measures. 
Number and/or type of design wins, unit, revenue or gross margin/gross profit
goals by market or by customer.


 


(c)                                  Research and Development Goals. 
Achievement of specific product design, specification or performance targets.


 


(d)                                 Production goals.  Achievement
of specific unit, yield or cost reduction targets.


 


(e)                                  Hiring Goals.  Recruiting of
specified personnel with valuable skills and/or experience.


 


Any Performance Goals may
be used to measure the performance of the Company as a whole or one part of the
Company’s business and may be measured relative to a peer group or to an index.
The Performance Goals may differ from Participant to Participant and from Award
to Award.  Prior to the Determination Date, the Administrator will
determine whether any significant element(s) will be included in or
excluded from the calculation of any Performance Goal with respect to any
Participant.  In all other respects, Performance Goals will be calculated
in accordance with the Company’s financial statements, generally accepted
accounting principles, or under a methodology established by the Administrator
prior to the issuance of an Award.


 


12.                                 Leaves of Absence.  Unless the
Administrator provides otherwise, vesting of Awards granted hereunder will be
suspended during any unpaid leave of absence.  A Service Provider will not
cease to be an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, or any Subsidiary.  For purposes of
Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract.  If 


 


14

















 


reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, then three (3) months following the 91st day of such leave, any
Incentive Stock Option held by the Participant will cease to be treated as an
Incentive Stock Option and will be treated for tax purposes as a Nonstatutory
Stock Option.


 


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


 


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


 


(a)                                  Adjustments.  In the event that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
the Administrator, in order to prevent diminution or enlargement of the
benefits or potential benefits intended to be made available under the 2007
Plan, shall adjust the number and class of Shares that may be delivered under
the 2007 Plan and/or the number, class, and price of Shares covered by each
outstanding Award, and the numerical Share limits set forth in Sections 3,
6, 7, 8, 9 and 10.


 


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


 


(c)                                  Change in Control.  In the
event of a Change in Control, each outstanding Award will be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation (the “Successor Corporation”). 
In the event that the Successor Corporation refuses to assume or substitute for
the Award, the Participant will fully vest in and have the right to exercise
all of his or her outstanding Options and Stock Appreciation Rights, including
Shares as to which such Awards would not otherwise be vested or exercisable,
all restrictions on Restricted Stock will lapse, and, with respect to
Restricted Stock Units, Performance Shares and Performance Units, all
Performance Goals or other vesting criteria will be deemed achieved at target
levels and all other terms and conditions met.  In addition, if an Option
or Stock Appreciation Right is not assumed or substituted for in the event of a
Change in Control, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of time determined by the Administrator in its
sole discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.


 


With respect to Awards
granted to Outside Directors that are assumed or substituted for, if on the
date of or following such assumption or substitution the Participant’s status
as a Director or a director of the Successor Corporation, as applicable, is
terminated other than upon a voluntary resignation by the Participant, then the
Participant will fully vest in and have the right to exercise Options and/or
Stock Appreciation Rights as to all of the Shares subject thereto, including 


 


15

















 


Shares as to which such
Awards would not otherwise be vested or exercisable, all restrictions on
Restricted Stock will lapse, and, with respect to Restricted Stock Units,
Performance Shares and Performance Units, all Performance Goals or other
vesting criteria will be deemed achieved at target levels and all other terms
and conditions met.


 


For the purposes of this
subsection (c), an Award will be considered assumed if, following the Change in
Control, the Award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) or, in the
case of a Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the
Administrator can determine to pay in cash, the fair market value of the
consideration received in the merger or Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change in Control is not
solely common stock of the Successor Corporation, the Administrator may, with
the consent of the Successor Corporation, provide for the consideration to be
received upon the exercise of an Option or Stock Appreciation Right or upon the
payout of a Performance Share or Performance Unit, for each Share subject to
such Award (or in the case of Performance Units, the number of implied shares
determined by dividing the value of the Performance Units by the per share
consideration received by holders of Common Stock in the Change in Control), to
be solely common stock of the Successor Corporation equal in fair market value
to the per share consideration received by holders of Common Stock in the
Change in Control.


 


Notwithstanding anything
in this Section 14(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more Performance Goals will not be
considered assumed if the Company or its successor modifies any of such
Performance Goals without the Participant’s consent; provided, however, a
modification to such Performance Goals only to reflect the Successor
Corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.


 


15.                                 Tax Withholding


 


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


 


(b)                                 Withholding Arrangements. 
The Administrator, in its sole discretion and pursuant to such procedures as it
may specify from time to time, may permit a Participant to satisfy such tax
withholding obligation, in whole or in part by (without limitation) (a) paying
cash, (b) electing to have the Company withhold otherwise deliverable cash
or Shares having a Fair Market Value equal to the amount required to be
withheld, (c) delivering to the Company already-owned Shares having a Fair
Market Value equal to the amount required to be withheld, or (d) selling a
sufficient number of Shares otherwise deliverable to the Participant through
such means as the Administrator may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount required to be
withheld.  The amount of the withholding requirement will be deemed to 


 


16

















 


include
any amount which the Administrator agrees may be withheld at the time the
election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant
with respect to the Award on the date that the amount of tax to be withheld is
to be determined.  The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be
withheld.


 


16.                                 No Effect on Employment or Service.  Neither the 2007 Plan nor any
Award will confer upon a Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company, nor will
they interfere in any way with the Participant’s right or the Company’s right
to terminate such relationship at any time, with or without cause, to the
extent permitted by Applicable Laws.


 


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


 


18.                                 Term of 2007 Plan.  Subject to Section 22 of the 2007 Plan, the 2007 Plan will become
effective upon its adoption by the Board.  It will continue in effect for
a term of ten (10) years unless terminated earlier under Section 19 of the 2007 Plan.


 


19.                                 Amendment and Termination of the 2007 Plan.


 


(a)                                  Amendment and Termination. 
The Administrator may at any time amend, alter, suspend or terminate the 2007
Plan.


 


(b)                                 Stockholder Approval. 
The Company will obtain stockholder approval of any 2007 Plan amendment to the
extent necessary and desirable to comply with Applicable Laws.


 


(c)                                  Effect of Amendment or Termination. 
No amendment, alteration, suspension or termination of the 2007 Plan will
impair the rights of any Participant, unless mutually agreed otherwise between
the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company.  Termination of the 2007 Plan
will not affect the Administrator’s ability to exercise the powers granted to
it hereunder with respect to Awards granted under the 2007 Plan prior to the
date of such termination.


 


20.                                 Conditions Upon Issuance of Shares.


 


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


 


(b)                                 Investment Representations. 
As a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


 


17

















 


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


 


22.                                 Stockholder Approval. 
The 2007 Plan will be subject to approval by the stockholders of the Company
within twelve (12) months after the date the 2007 Plan is adopted.  Such
stockholder approval will be obtained in the manner and to the degree required
under Applicable Laws.


 


18