EX-10.1






ECLIPSYS CORPORATION

2005 INDUCEMENT GRANT STOCK INCENTIVE PLAN




1. Purpose



The purpose of this 2005 Inducement Grant Stock Incentive Plan (the “Plan”) of Eclipsys
Corporation, a Delaware corporation (the “Company”), is to provide terms and conditions to govern
inducement grants made by the Company under Section 4350(i)(1)(A)(iv) of the NASD Marketplace Rules
(“Inducement Grants”). Such grants are intended to advance the interests of the Company’s
stockholders by enhancing the Company’s ability to recruit, retain and motivate persons who are
expected to make important contributions to the Company and by providing such persons with equity
ownership opportunities and performance-based incentives that are intended to align their interests
with those of the Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).



2. Eligibility



Prospective and newly hired employees of the Company are eligible to receive Inducement Grants
in the form of options, stock appreciation rights, restricted stock, restricted stock units and
other stock-based awards and commitments therefore (each an “Award”) under the Plan. Each person
who receives an Award under the Plan is deemed a “Participant”.



3. Administration and Delegation



(a) Administration by Board of Directors. The Plan will be administered by the Board.
The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the
Plan made in good faith.



(b) Appointment of Committees. To the extent permitted by applicable law, the Board
may delegate any or all of its powers under the Plan to one or more committees or subcommittees of
the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.



(c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards to employees or officers
of the Company or any of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall fix the terms of
the Awards to be granted by such officers (including the exercise price of such Awards, which may
include a formula by which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further, however, that no officer shall be
authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).



4. Stock Available for Awards



(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under
the Plan for 1,200,000 shares of common stock, $.01 par value per share, of the Company (the
“Common Stock”). The Board may in its discretion increase the number of shares of Common Stock
available for Awards under the Plan from time to time. If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being repurchased by the
Company at the original issuance price pursuant to a contractual repurchase right) or results in
any Common Stock not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options
(as hereinafter defined), the foregoing provisions shall be subject to any limitations under the
Code. SARs (as hereinafter defined) to be settled in shares of Common Stock shall be counted in
full against the number of shares available for award under the Plan, regardless of the number of
shares of Common Stock issued on settlement of the SAR; provided, however, that SARs to be settled
only in cash shall not be so counted. Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.



(b) Section 162(m) Sub-limit. Subject to adjustment under Section 9, the maximum
number of shares of Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 1,000,000 per calendar year. For purposes of the foregoing limit, the
combination of an Option (as hereafter defined) in tandem with an SAR shall be treated as a single
Award. The per-Participant limit described in this Section 4(b)(1) shall be construed and applied
consistently with Section 162(m) of the Code or any successor provision thereto, and the
regulations thereunder (“Section 162(m)”).



5. Stock Options



(a) General. The Board may grant options to purchase Common Stock (each, an “Option”)
and determine the number of shares of Common Stock to be covered by each Option, the exercise price
of each Option and the conditions and limitations applicable to the exercise of each Option,
including conditions relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as
hereinafter defined) shall be designated a “Nonstatutory Stock Option”.



(b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of Eclipsys Corporation, any of Eclipsys Corporation’s present or future
parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other
entities the employees of which are eligible to receive Incentive Stock Options under the Code, and
shall be subject to and shall be construed consistently with the requirements of Section 422 of the
Code. The Company shall have no liability to a Participant, or any other party, if an Option (or
any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option
or for any action taken by the Board pursuant to Section 10(f), including without limitation the
conversion of an Incentive Stock Option to a Nonstatutory Stock Option.



(c) Exercise Price. The Board shall establish the exercise price of each Option and
specify such exercise price in the applicable option agreement; provided, however, that the
exercise price shall not be less than 100% of the Fair Market Value (as defined below) at the time
the Option is granted.



(d) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement, provided,
however, that no Option will be granted for a term in excess of 10 years.



(e) Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Board together with payment in full as specified in Section 5(f)
for the number of shares for which the Option is exercised. Shares of Common Stock subject to the
Option will be delivered by the Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a deferred basis (with the Company’s
obligation to be evidenced by an instrument providing for future delivery of the deferred shares at
the time or times specified by the Board).



(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:




(1) in cash or by check, payable to the order of the Company;




(2) except as the Board may otherwise provide in an option agreement, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly
to the Company sufficient funds to pay the exercise price and any required tax withholding
or (ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price and any required tax withholding;




(3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the Board (“Fair
Market Value”), provided (i) such method of payment is then permitted under applicable law,
(ii) such Common Stock, if acquired directly from the Company, was owned by the Participant
for such minimum period of time, if any, as may be established by the Board in its
discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements;




(4) to the extent permitted by applicable law and by the Board, by (i) delivery of a
promissory note of the Participant to the Company on terms determined by the Board, or (ii)
payment of such other lawful consideration as the Board may determine; or




(5) by any combination of the above permitted forms of payment.



(g) Substitute Options. In connection with a merger or consolidation of an entity
with the Company or the acquisition by the Company of property or stock of an entity, the Board may
grant Options in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options contained in the other
sections of this Section 5 or in Section 2. Substitute Options shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of Section 422 and
related provisions of the Code.



6. Stock Appreciation Rights.



(a) General. A stock appreciation right, or “SAR”, is an Award entitling the holder,
upon exercise, to receive an amount in Common Stock determined by reference to appreciation, from
and after the date of grant, in the fair market value of a share of Common Stock. The base price
from which such appreciation is measured shall not be less than 100% of the Fair Market Value on
the date of grant. The date as of which such appreciation or other measure is determined shall be
the exercise date. SARs granted hereunder shall expire no later than 10 years after the date of
grant.



(b) Grants. SARs may be granted in tandem with, or independently of, Options granted
under the Plan.




(1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i)
the SAR will be exercisable only at such time or times, and to the extent, that the related
Option is exercisable (except to the extent designated by the Board in connection with a
Reorganization Event or a Change in Control Event) and will be exercisable in accordance
with the procedure required for exercise of the related Option; (ii) the SAR will terminate
and no longer be exercisable upon the termination or exercise of the related Option, except
to the extent designated by the Board in connection with a Reorganization Event or a Change
in Control Event and except that a SAR granted with respect to less than the full number of
 shares covered by an Option will not be reduced until the number of shares as to which the
related Option has been exercised or has terminated exceeds the number of shares not covered
by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise
of the related SAR; and (iv) the SAR will be transferable only with the related Option.




(2) Independent SARs. A SAR not expressly granted in tandem with an Option
will become exercisable at such time or times, and on such conditions, as the Board may
specify in the SAR Award.



(c) Exercise. SARs may be exercised by delivery to the Company of a written notice of
exercise signed by the proper person or by any other form of notice (including electronic notice)
approved by the Board, together with any other documents required by the Board.



7. Restricted Stock; Restricted Stock Units.



(a) General. The Board may grant Awards entitling recipients to acquire shares of
Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied prior to the end
of the applicable restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to
receive shares of Common Stock to be delivered at the time such shares of Common Stock vest
(“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein
as a “Restricted Stock Award”).



(b) Terms and Conditions. The Board shall determine the terms and conditions of a
Restricted Stock Award, including the conditions for repurchase and the issue price.



(c) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective
designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.



8. Other Stock-Based Awards.



Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part
by reference to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awards
entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other
Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise
entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board
shall determine. Subject to the provisions of the Plan, the Board shall determine the conditions
of each Other Stock Unit Awards, including any purchase price applicable thereto.



9. Adjustments for Changes in Common Stock and Certain Other Events.



(a) Changes in Capitalization. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than an ordinary cash dividend, (i) the number and class of securities available under this
Plan, (ii) the sub-limit set forth in Section 4(b), (iii) the number and class of securities and
exercise price per share of each outstanding Option, (iv) the share- and per-share provisions of
each SAR, (v) the repurchase price per share subject to each outstanding Restricted Stock Award and
(vi) the share- and per-share-related provisions of each outstanding Other Stock Unit Award, shall
be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the
extent determined by the Board.



(b) Reorganization and Change in Control Events




(1) Definitions




(a) A “Reorganization Event” shall mean:




(i) any merger or consolidation of the Company with or into another entity as a
result of which all of the Common Stock of the Company is converted into or
exchanged for the right to receive cash, securities or other property or is
cancelled;




(ii) any exchange of all of the Common Stock of the Company for cash,
securities or other property pursuant to a share exchange transaction; or




(iii) any liquidation or dissolution of the Company.




(b) A “Change in Control Event” shall mean:




(i) the acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership of any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 30% or more of either (x) the then-outstanding shares of Common Stock
of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting
power of the then-outstanding securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event: (A) any acquisition
directly from the Company (excluding an acquisition pursuant to the exercise,
conversion or exchange of any security exercisable for, convertible into or
exchangeable for Common Stock or voting securities of the Company, unless the Person
exercising, converting or exchanging such security acquired such security directly
from the Company or an underwriter or agent of the Company), (B) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, (C) any acquisition by any corporation
pursuant to a Business Combination (as defined below) which complies with clauses
(x) and (y) of subsection (iii) of this definition or (D) any acquisition by General
Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General Atlantic
Partners 47, L.P., GAP Coinvestment Partners, L.P. and any other entities controlled
by or under common control with any of the foregoing entities, within the meaning of
the Exchange Act (each such party is referred to herein as an “Exempt Person”); or




(ii) such time as the Continuing Directors (as defined below) do not constitute
a majority of the Board (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term “Continuing Director” means at any date
a member of the Board (x) who was a member of the Board on the date of the initial
adoption of this Plan by the Board or (y) who was nominated or elected subsequent to
such date by at least a majority of the directors who were Continuing Directors at
the time of such nomination or election or whose election to the Board was
recommended or endorsed by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided, however, that there
shall be excluded from this clause (y) any individual whose initial assumption of
office occurred as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation
of proxies or consents, by or on behalf of a person other than the Board; or




(iii) the consummation of a merger, consolidation, reorganization,
recapitalization or share exchange involving the Company or a sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination, each of the
following two conditions is satisfied: (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business Combination
(which shall include, without limitation, a corporation which as a result of such
transaction owns the Company or substantially all of the Company’s assets either
directly or through one or more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the “Acquiring Corporation”) in substantially
the same proportions as their ownership of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding the Exempt Persons and any
employee benefit plan (or related trust) maintained or sponsored by the Company or
by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more
of the then-outstanding shares of common stock of the Acquiring Corporation, or of
the combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent that
such ownership existed prior to the Business Combination); or




(iv) the liquidation or dissolution of the Company.




(c) “Good Reason” shall have the meaning set forth in any employment agreement
or severance agreement between the Company and the Participant, or in the absence of
such a definition, shall mean any significant diminution in the Participant’s title,
authority, or responsibilities from and after such Reorganization Event or Change in
Control Event, as the case may be, or any reduction in the annual cash compensation
payable to the Participant from and after such Reorganization Event or Change in
Control Event, as the case may be.




(d) “Cause” shall have the meaning set forth in any employment agreement or
severance agreement between the Company and the Participant, or in the absence of
such a definition, shall mean any (i) willful failure by the Participant, which
failure is not cured within 30 days of written notice to the Participant from the
Company, to perform his or her material responsibilities to the Company or (ii)
willful misconduct by the Participant which affects the business reputation of the
Company. The Participant shall be considered to have been discharged for “Cause” if
the Company determines, within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.




(2) Effect on Options




(a) Reorganization Event. Upon the occurrence of a Reorganization
Event (regardless of whether such event also constitutes a Change in Control Event),
or the execution by the Company of any agreement with respect to a Reorganization
Event (regardless of whether such event will result in a Change in Control Event),
the Board shall provide that all outstanding Options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof); provided that if such Reorganization Event also constitutes a
Change in Control Event, except to the extent specifically provided to the contrary
in the instrument evidencing any Option or any other agreement between a Participant
and the Company, such assumed or substituted options shall be immediately
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Reorganization Event, the Participant’s employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation. For purposes hereof, an Option shall be considered to be
assumed if, following consummation of the Reorganization Event, the Option confers
the right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Reorganization Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided, however,
that if the consideration received as a result of the Reorganization Event is not
solely common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) equivalent in value (as determined by the Board) to the
per share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.




Notwithstanding the foregoing, if the acquiring or succeeding corporation (or
an affiliate thereof) does not agree to assume, or substitute for, such Options, or
in the event of a liquidation or dissolution of the Company, the Board shall, upon
written notice to the Participants, provide that all then unexercised Options will
become exercisable in full as of a specified time prior to the Reorganization Event
and will terminate immediately prior to the consummation of such Reorganization
Event, except to the extent exercised by the Participants before the consummation of
such Reorganization Event; provided, however, in the event of a Reorganization Event
under the terms of which holders of Common Stock will receive upon consummation
thereof a cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the “Acquisition Price”), then the Board may instead provide
that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange therefor,
a cash payment equal to the amount (if any) by which (A) the Acquisition Price
multiplied by the number of shares of Common Stock subject to such outstanding
Options (whether or not then exercisable), exceeds (B) the aggregate exercise price
of such Options.




(b) Change in Control Event that is not a Reorganization Event. Upon
the occurrence of a Change in Control Event that does not also constitute a
Reorganization Event, except to the extent specifically provided to the contrary in
the instrument evidencing any Option or any other agreement between a Participant
and the Company, all Options then outstanding shall automatically become immediately
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participant’s employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.




(3) Effect on Restricted Stock Awards




(a) Reorganization Event that is not a Change in Control Event. Upon
the occurrence of a Reorganization Event that is not a Change in Control Event, the
repurchase and other rights of the Company under each outstanding Restricted Stock
Award shall inure to the benefit of the Company’s successor and shall apply to the
cash, securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.




(b) Change in Control Event. Upon the occurrence of a Change in
Control Event (regardless of whether such event also constitutes a Reorganization
Event), except to the extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement between a Participant
and the Company, all restrictions and conditions on all Restricted Stock Awards then
outstanding shall automatically be deemed terminated or satisfied if, on or prior to
the first anniversary of the date of the consummation of the Change of Control
Event, the Participant’s employment with the Company or the acquiring or succeeding
corporation is terminated for Good Reason by the Participant or is terminated
without Cause by the Company or the acquiring or succeeding corporation.




(4) Effect on Stock Appreciation Rights and Other Stock Unit Awards



The Board may specify in an Award at the time of the grant the effect of a Reorganization
Event and Change in Control Event on any SAR and Other Stock Unit Award.



10. General Provisions Applicable to Awards



(a) Transferability of Awards. Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case
of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the
life of the Participant, shall be exercisable only by the Participant; provided, however, that the
Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant
to or for the benefit of any immediate family member, family trust or family partnership
established solely for the benefit of the Participant and/or an immediate family member thereof if,
with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the
registration of the sale of the Common Stock subject to such Award under the Securities Act of
1933, as amended; provided, further, that the Company shall not be required to recognize any such
transfer until such time as the Participant and such permitted transferee shall, as a condition to
such transfer, deliver to the Company a written instrument in form and substance satisfactory to
the Company confirming that such transferee shall be bound by all of the terms and conditions of
the Award. References to a Participant, to the extent relevant in the context, shall include
references to authorized transferees.



(b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition
to those set forth in the Plan.



(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be
made alone or in addition or in relation to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.



(d) Termination of Status. The Board shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.



(e) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld in connection
with an Award to such Participant. Except as the Board may otherwise provide in an Award, for so
long as the Common Stock is registered under the Exchange Act, Participants may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market Value; provided, however,
except as otherwise provided by the Board, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable income). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a
Participant.



(f) Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including but not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required
unless the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.



(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any
shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously
delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market rules and regulations,
and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.



(h) Acceleration. The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or conditions, or
otherwise realizable in full or in part, as the case may be.



(i) Performance Conditions.




(1) This Section 10(i) shall be administered by a Committee approved by the Board, all
of the members of which are “outside directors” as defined by Section 162(m) (the “Section
162(m) Committee”).




(2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committee
determines, at the time a Restricted Stock Award or Other Stock Unit Award is granted to a
Participant, that such Participant is, or may be as of the end of the tax year in which the
Company would claim a tax deduction in connection with such Award, a Covered Employee (as
defined in Section 162(m)), then the Section 162(m) Committee may provide that this Section
10(i) is applicable to such Award.




(3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section
10(i), then the lapsing of restrictions thereon and the distribution of cash or Shares
pursuant thereto, as applicable, shall be subject to the achievement of one or more
objective performance goals established by the Section 162(m) Committee, which shall be
based on the relative or absolute attainment of specified levels of one or any combination
of the following: (a) earnings per share, (b) return on average equity or average assets
with respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e)
revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales, assets,
equity or investment, (j) regulatory compliance, (k) improvement of financial ratings, (l)
achievement of balance sheet or income statement objectives, (m) total shareholder return,
(n) net operating profit after tax, (o) pre-tax or after-tax income or (p) cash flow, and
may be absolute in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. Such performance goals may be adjusted to
exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions
of discontinued operations, (iii) the cumulative effects of changes in accounting
principles, (iv) the writedown of any asset, and (v) charges for restructuring and
rationalization programs. Such performance goals: (i) may vary by Participant and may be
different for different Awards; (ii) may be particular to a Participant or the department,
branch, line of business, subsidiary or other unit in which the Participant works and may
cover such period as may be specified by the Section 162(m) Committee; and (iii) shall be
set by the Section 162(m) Committee within the time period prescribed by, and shall
otherwise comply with the requirements of, Section 162(m).




(4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock
Award or Other Stock Unit Award that is subject to this Section 10(i), the Section 162(m)
Committee may adjust downwards, but not upwards, the cash or number of Shares payable
pursuant to such Award, and the Section 162(m) Committee may not waive the achievement of
the applicable performance goals except in the case of the death or disability of the
Participant.




(5) The Section 162(m) Committee shall have the power to impose such other restrictions
on Awards subject to this Section 10(i) as it may deem necessary or appropriate to ensure
that such Awards satisfy all requirements for “performance-based compensation” within the
meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.



11. Miscellaneous



(a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as expressly provided in the
applicable Award or another written agreement between the Company and the Participant.



(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed with respect to an Award until becoming the record holder
of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the number of shares
subject to such Option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such
Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.



(c) Effective Date and Term of Plan. The Plan shall become effective on the date on
which it is adopted by the Board. No Awards shall be granted under the Plan after the completion
of 10 years from the date on which the Plan was adopted by the Board, but Awards previously granted
may extend beyond that date.



(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, subject to any requirements of Section 162(m) for an Award granted to
a Participant that is intended to comply with Section 162(m), and subject to any applicable laws or
regulations.. In addition, if at any time the approval of the Company’s stockholders is required
as to any other modification or amendment, the Board may not effect such modification or amendment
without such approval.



(e) Provisions for Foreign Participants. The Board may modify Awards or Options
granted to Participants who are foreign nationals or employed outside the United States or
establish subplans or procedures under the Plan to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.



(f) Compliance With Code Section 409A. No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the Board, at the time of
grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code.



(g) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, excluding
choice-of-law principles of the law of such state that would require the application of the laws of
a jurisdiction other than such state.



Adopted by the Board of Directors


on October      , 2005