1997 Amended and Restated Stock Option Plan



 Exhibit 10.14 
 CHENIERE ENERGY, INC. 
 AMENDED AND RESTATED 
 1997 STOCK OPTION PLAN 
  
 WHEREAS, the Board of Directors (the “Board”) of Cheniere Energy, Inc., a Delaware corporation (the
“Company”), adopted and approved the 1997 Stock Option Plan (the “Original Plan”) on April 22, 1997. By unanimous written consent of the Board, dated October 2, 1997, the Original Plan was amended and
restated effective as of April 22, 1997 and was duly approved by Stockholders on November 5, 1997; and 
  
 WHEREAS, the Original Plan has heretofore been amended to increase the number of shares authorized thereunder and to revise the definition of Fair Market
Value; and 
  
 WHEREAS, the Company desires to incorporate all of
the prior amendments to the Original Plan and the revisions made herein into a restatement of the Original Plan (the Original Plan, as amended and restated hereby, the “Plan”); 
  
 NOW THEREFORE, the Original Plan is hereby amended and restated as follows.
Capitalized words not otherwise defined shall have the meanings set forth below in Article II. 
  
 ARTICLE I 
 PURPOSE 
  
 The Plan is intended to advance the interests of the Company and its stockholders and subsidiaries by attracting, retaining
and motivating the performance of selected directors, officers, consultants and employees of the Company of high caliber and potential upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its
business, and to encourage and enable such directors, officers, consultants and employees to acquire and retain a propriety interest in the Company by ownership of its stock. 
  
 ARTICLE II 
 DEFINITIONS 
  
 “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder (including Treasury Regulations sec. 1.162-27 and successor regulations thereunder). 
  
 “Committee means the compensation committee appointed by the Board or a sub-committee appointed by the
compensation committee to administer the Plan or, if none, the Board; provided however, that with respect to any Award granted to a Covered Employee which is intended to be “performance-based compensation” as described in
Section 162(m)(4)(c) of the Code, the Committee shall consist solely of two or more “outside directors” as described in Section 162(m)(4)(c)(i) of the Code. 







 Notwithstanding the preceding paragraph, the term “Committee” as used in the Plan with respect
to any Nonqualified Stock Option for a Committee member shall refer to the Board. In the case of a Nonqualified Stock Option for a Committee member, the Board shall have all of the powers and responsibilities of the Committee hereunder as to such
Option, and any actions as to such Options may be acted upon only by the Board (unless it otherwise designates in its discretion). When the Board exercises its authority to act in the capacity as the Committee hereunder with respect to a
Nonqualified Stock Option for a Committee member, it shall so designate with respect to any action that it undertakes in its capacity as the Committee. 
  
 “Common Stock” means the Company’s common stock, $.003 par value per share. 
  
 “Covered Employee” means the Chief Executive Officer of the
Company and each of the four highest paid officers of the Company other than the Chief Executive Officer as described in Section 162(m)(3) of the Code. 
  
 “Date of Grant” means the date on which an Option becomes effective in accordance with Section 6.1 hereof. 
  
 “Effective Date” means April 22, 1997, the date the
Plan was originally adopted by the Board. 
  
 “Eligible
Person” means any person who is a director, officer, consultant or employee of the Company or any Subsidiary. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Fair Market Value or FMV Per Share” means the closing price of a share of the Common Stock on the
principal exchange or over-the-counter market on which such shares are trading, if any, or as reported on any composite index which includes such principal exchange, as of any given date. If shares of the Common Stock are not listed or admitted to
trading on any exchange, over-the-counter market or any similar organization as of the determination date, the Fair Market Value or FMV Per Share shall be determined by the Committee in good faith using any fair and reasonable means selected in its
discretion. 
  
 “Incentive Stock Option” means a
stock option granted under the Plan that is intended to meet the requirements of Section 422 of the Code. 
  
 “Insider” means an individual who is, on the relevant date, an officer or director designated by the Board to file reports pursuant to
Section 16 of the Exchange Act, with the Securities and Exchange Commission or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all
as defined under Section 16 of the Exchange Act. 
  
 “Nonqualified Stock Option” means a stock option granted under the Plan that is not an Incentive Stock Option. 
  

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 “Option” means an Incentive Stock Option or a Nonqualified Stock option granted under
the Plan. 
  
 “Optionee” means an Eligible Person
to whom an Option has been granted, which Option has not expired, under the Plan. 
  
 “Option Price” means the price at which each share of Common Stock subject to an Option may by purchased, determined in accordance with Section 6.2 hereof. 
  
 “Performance-Based Exception” means the performance-based
exception from the tax deductibility limitations of Section 162(m) of the Code. 
  
 “Stock Option Agreement” means an agreement between the Company and an Optionee under which the Optionee may purchase Common Stock under the Plan. 
  
 “Subsidiary” means a subsidiary corporation of the Company,
within the meaning of Section 424(f) of the Code. 
  
 ARTICLE III 
 ELIGIBILITY 
  
 All Eligible Persons are eligible to receive a grant of an Option under the Plan. The Committee shall, in its sole discretion, determine and designate
from time to time those Eligible Persons who are to be granted an Option. 
  
 ARTICLE IV 
 ADMINISTRATION 
  
 4.1 Committee Members. The Plan shall be administered by the Committee. 
  
 4.2 Committee Authority. Subject to the express provisions of the
Plan, the Committee shall have the authority, in its discretion, to determine the Eligible Persons to whom an Option shall be granted, the time or times at which an Option shall be granted, the number of shares of Common Stock subject to each
Option, the Option Price of the shares subject to each Option, and the time or times when each Option shall become exercisable and the duration of the exercise period. 
  
 Subject to the express provisions of the Plan, the Committee shall also have discretionary authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Stock Option Agreement, and to make all the determinations necessary or advisable in the administration of the Plan. All such
actions and determinations by the Committee shall be conclusively binding for all purposes and upon all persons. No Committee member shall be liable for any action or determination made in good faith with respect to the Plan, any Option or any Stock
Option Agreement entered into hereunder. 
  

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 The Board or the Committee may, by a resolution adopted by the Board or the Committee, authorize one or
more officers of the Company to determine the Eligible Persons to whom an Option shall be granted, the time or times at which an Option shall be granted, the number of shares of Common Stock subject to each Option, the Option Price of the shares
subject to each Option, and the time or times when each Option shall become exercisable and the duration of the exercise period; provided, however, that the resolution so authorizing such officer or officers shall specify the total aggregate number
of Options such officer or officers may award. The Board or the Committee may not authorize an officer to designate himself or herself as a recipient of any Options. 
  
 4.3 Majority Rule. A majority of the members of the Committee (or, if less than three, all of the members) shall
constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the
Committee. 
  
 4.4 Company Assistance. The Company shall
supply full and timely information to the Committee on all matters relating to Eligible Persons, their employment or other service to the Company, their death, disability or other termination of service, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. 
  
 ARTICLE V 
 SHARES OF STOCK SUBJECT TO
PLAN 
  
 5.1 Number of Shares. Subject to adjustment
pursuant to the provisions of Section 5.2 hereof, the maximum number of shares of Common Stock which may be issued and sold hereunder shall be 5,000,000 shares. Shares of Common Stock issued and sold under the Plan may be either authorized but
unissued shares or Shares held in the Company’s treasury. Shares of Common Stock covered by an Option that shall have been exercised shall not again be available for an option grant. If an Option shall terminate for any reason (including,
without limitation, the cancellation of an Option pursuant to Section 6.6 hereof) without being wholly exercised, the number of shares to which such Option termination relates shall again be available for grant hereunder. Unless and until the
Committee determines that a particular Option granted to a Covered Employee is not intended to comply with the Performance-Based Exception, the following rules shall apply to grants of Options to Covered Employees: 
  
 (a) Subject to adjustment as provided in Section 5.2, the maximum
aggregate number of Options for shares of Common Stock that may be granted in any calendar year to any Covered Employee shall be one million (1,000,000) shares. 
  
 (b) With respect to any Option granted to a Covered Employee that is canceled or repriced, the number of shares of Common
Stock subject to such Option shall continue to count against the maximum number of shares that may be the subject of Options granted to such Covered Employees under subsection (a) above and, in this regard, such maximum shall be determined in
accordance with Section 162(m) of the Code. 
  

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 (c) The limitations of subsections (a) and (b) above shall be construed and administered so as
to comply with the Performance-Based Exception. 
  
 5.2
Antidilution. Subject to Article IX hereof, in the event of a reorganization recapitalization, stock split, stock dividend, combination of shares, merger or consolidation, or the sale, conveyance, or other transfer by the Company of all or
substantially all of its property, or any other change in the corporate structure or shares of the Company, pursuant to any of which events the then outstanding shares of Common Stock are split up or combined, or are changed into, become
exchangeable at the holder’s election for or entitle the holder thereof to, other shares of stock, or in the case of any other transaction described in Section 424(a) of the Code, the Committee may change the number and kind of shares
(including by substitution of shares of another corporation) subject to the Options and/or the Option Price of such shares in the manner that it shall deem to be equitable and appropriate. In no event may any such change be made to an Incentive
Stock Option which would constitute a “modification” within the meaning of Section 424(h)(3) of the Code. 
  
 ARTICLE VI 
 OPTIONS 

 
 6.1 Grant of Option. An Option may be granted to any Eligible
Person selected by the Committee. The grant of an Option shall first be effective upon the date it is approved by the Committee, except to the extent the Committee shall specify a later date upon which the grant of an Option shall first be
effective. Each Option shall be designated, at the discretion of the Committee, as an Incentive Stock Option or a Nonqualified Stock Option, provided that Incentive Stock Options may only be granted to Eligible Persons who are considered employees
of the Company or any Subsidiary for purposes of Section 422 of the Code. The Company and the Optionee shall execute a Stock Option Agreement which shall set forth such terms and conditions of the Option as may be determined by the Committee to
be consistent with the Plan, and which may include additional provisions and restrictions that are not inconsistent with the Plan. 
  
 6.2 Option Price. The Option Price shall be determined by the Committee; provided, however, the Option Price of an Incentive Stock Option shall not
be less than 100 percent (100%) of the Fair Market Value of Common Stock on the Date of Grant. To the extent that a Nonqualified Stock Option is intended to qualify for the Performance-Based Exception, the Option Price shall not be less than
100 percent (100%) of the Fair Market Value of Common Stock on the Date of Grant. 
  
 No employee shall be eligible for the grant of any Incentive Stock Option who owns, or would own immediately before the grant of such Incentive Stock Option, directly or indirectly, stock possessing more than ten
percent (10%) of the total combined voting power of all classes 
  

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 of stock of the Company, or any parent or Subsidiary of the Company. This restriction does not apply if, at the time such
Incentive Stock Option is granted, the Option Price is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Incentive Stock Option by its terms is not exercisable after the expiration of five
(5) years from the Date of Grant. For the purpose of the immediately preceding sentence, the attribution rules of Section 424(d) of the Code shall apply for the purpose of determining an employee’s percentage ownership in the Company
or any parent or Subsidiary. This paragraph shall be construed consistent with the requirements of Section 422 of the Code. 
  
 6.3 Vesting; Term of Option. Unless otherwise specified by the Committee in the Stock Option Agreement for an Optionee, an option shall vest and
become exercisable in cumulative annual installments, each of which shall relate to one quarter of the number of shares of Common Stock originally covered thereby (adjusted in accordance with Section 5.2 hereof), on the second, third, fourth
and fifth anniversaries of the Date of Grant, respectively, provided that the Optionee is an Eligible Person on such anniversary. Notwithstanding the foregoing, the Committee, in its sole discretion, may accelerate the exercisability to the extent
provided in Article VIII hereof; provided, however, that no Option may be accelerated or cash paid in lieu of shares if the Committee determines that such action would cause the Optionee to be subject to an excise tax under Section 409A of the
Code. The period during which a vested Option may be exercised shall be ten years from the Date of Grant, unless a shorter exercise period is specified by the Committee in the Stock Option Agreement for any Optionee. 
  
 6.4 Option Exercise; Withholding. An Option may be exercised in whole
or in part at any time, with respect to whole shares only, within the period permitted for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of shares delivered to the
Company at its principal office, and payment in full to the Company at said office of the amount of the Option Price for the number of shares of the Common Stock with respect to which the Option is then being exercised. Payment of the Option Price
shall be made (i) in cash or by cash equivalent, (ii) at the discretion of the Committee, in Common Stock (not subject to limitations on transfer) or (iii) at the discretion of the Committee, by a combination of such cash and such
Common Stock. In addition to and at the time or payment of the Option Price, the Optionee shall pay to the Company in cash or, at the discretion of the Committee, in Common Stock the full amount of all federal and state withholding and other
employment taxes applicable to the taxable income of such Optionee resulting from such exercise. 
  
 6.5 Nontransferability of Option. No option shall be transferred by an Optionee other than by (a) will or the laws of descent and distribution
or (b) pursuant to a domestic relations order. No transfer of an option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice
thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee, except
that, in the case of an Optionee who is legally incapacitated, the Option shall be exercisable by his guardian or legal representative. 
  

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 6.6 Cancellation, Substitution and Amendment of Options. The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected Optionees, (i) the cancellation of any or all outstanding Options and the grant in substitution therefor of new Options covering the same or different numbers of shares
of Common Stock and having an Option Price which may be the same as or different than the Option Price of the canceled Options or (ii) the amendment of the terms of any and all outstanding Options provided, however, that the Committee shall
have no discretion to exchange, cancel or issue such Options if the exercise of such discretion would cause such Options to be subject to Section 409A of the Code. 
  
 ARTICLE VII 
 INCENTIVE STOCK OPTIONS 
  
 7.1 Annual
Limits. No Incentive Stock Option shall be granted to an Optionee as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first
time in any calendar year under the Plan (and any other stock option plans of the Company, any Subsidiary or any parent corporation) would exceed $100,000, as determined in accordance with Section 422(d) of the Code. This limitation shall be
applied by taking Options into account in the order in which granted. 
  
 Notwithstanding any contrary provision in the Plan, to the extent that the aggregate Fair Market Value (determined as of the Date of Grant) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any single calendar year (under the Plan and any other stock option plans of the Company and its Subsidiaries or parent) exceeds the sum of $100,000, such Incentive Stock Option shall be treated as a Nonqualified
Stock Option and not as an Incentive Stock Option, but all other terms and provisions of such Stock option shall remain unchanged. This paragraph shall be applied by taking Incentive Stock Options into account in the order in which they are granted.

  
 7.2 Disqualifying Dispositions. If shares of Common
Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Optionee upon exercise, the Optionee shall, within 10 days after such
disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require. With respect to any disqualifying disposition of shares of
Common Stock received by an Optionee pursuant to the exercise of an Incentive Stock Option, the Company shall have the right to withhold from any salary, wages or other compensation payable by the Company to the Optionee an amount sufficient to
satisfy federal, state and local tax withholding requirements attributable to such disqualifying disposition. 
  
 7.3 Other Terms and Conditions. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent
with the terms of this Plan, as are deemed necessary, or desirable by the Committee, which terms, together with the terms of this Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock
option” under Section 422 of the Code. 
  

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 ARTICLE VIII 
 TERMINATION OF SERVICE 
  
 8.1 Death. Except if otherwise provided in the Stock Option Agreement, if an Optionee shall die at any time after the Date of Grant and while he is an Eligible Person, the executor or administrator of the estate of the decedent, or
the person or persons to whom an Option shall have been validly transferred in accordance with Section 6.5 hereof pursuant to will or the laws of descent and distribution, shall have the right, during the period ending one year after the date
of the Optionee’s death (subject to Section 6.3 hereof concerning the maximum term of an Option), to exercise the Optionee’s Option to the extent that it was exercisable at the date of the Optionee’s death and shall not have been
previously exercised. The Committee may determine at or after the Date of Grant to make any portion of the Optionee’s Option that is not exercisable at the date of death immediately vested and exercisable. No Incentive Stock Option may be
exercised more than one year after the Optionee’s termination of employment due to death. 
  
 8.2 Disability. Except if otherwise provided in the Stock Option Agreement, if an Optionee’s employment or other service with the Company or any Subsidiary shall be terminated as a result of his permanent
and total disability (within the meaning of Section 22(e)(3) of the Code) at any time after the Date of Grant and while he is an Eligible Person, the Optionee (or in case of an Optionee who is legally incapacitated, his guardian or legal
representative) shall have the right, during a period ending one year after the date of his termination due to disability (subject to Section 6.3 hereof concerning the maximum term of an Option), to exercise such Option to the extent that it
was exercisable at the date of such termination of employment or other service and shall not have been exercised. The Committee may determine at or after grant to make any portion of this Option that is not exercisable at the date of termination of
employment or other service due to disability immediately vested and exercisable. No Incentive Stock Option may be exercised more than one year after the Optionee’s termination of employment due to disability. 
  
 8.3 Termination for Cause. If an Optionee’s employment or other
service with the Company or any Subsidiary shall be terminated for cause, the Optionee’s right to exercise any unexercised portion of this Option shall immediately terminate and all rights thereunder shall cease. For purposes of this
Section 8.3, termination for “cause” shall include, but not be limited to, embezzlement or misappropriation of funds, any acts of dishonesty resulting in conviction for a felony, misconduct resulting in material injury to the Company
or any Subsidiary, significant activities harmful to the reputation of the Company or any Subsidiary, a significant violation of Company or Subsidiary policy, willful refusal to perform, or substantial disregard of, the duties property assigned to
the Optionee, or a significant violation of any contractual statutory or common law duty of loyalty to the Company or any Subsidiary. The Committee shall have the power to determine whether the Optionee has been terminated for cause and the date
upon which such termination for cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee. 
  

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 8.4 Other Termination of Service. Except if otherwise provided in the Stock Option Agreement, if
an Optionee’s employment or other service with the Company or any Subsidiary shall be terminated for any reason other than death, permanent and total disability or termination for cause, the Optionee shall have the right, during the period
ending 90 days after such termination (subject to Section 6.3 hereof concerning the maximum term of an Option), to exercise such Option to the extent that it was exercisable at the date of such termination and shall not have been exercised. For
purposes of this Section 8.4, an Optionee shall not be considered to have terminated employment or other service with the Company or any Subsidiary until the expiration of the period of any military, sick leave or other bona fide leave of
absence, up to a maximum period of 90 days (or such greater period during which the Optionee is guaranteed reemployment either by statute or contact). 
  
 ARTICLE IX 
 CHANGE IN CONTROL

  
 9.1 Change in Control. Upon a “change in
control” of the Company (as defined in Section 9.2), each outstanding Option, to the extent that it shall not otherwise have become vested, shall become fully and immediately vested (without regard to any otherwise applicable vesting
requirement under Section 6.3 or in the Stock Option Agreement) and an Optionee shall surrender his option and receive with respect to each share of Common Stock issuable under such Option outstanding at such time, a payment is cash equal to
the excess of the Fair Mark Value of the Common Stock at the time of the change in control over the Option Price of the Common Stock; provided, however, that no such vesting and cash payment shall occur if (i) the change in control has been
approved by at least two-thirds of the members of the Board who were serving as such immediately prior to such transaction and (ii) provision has been made in connection with such transaction for (a) the continuation of the Plan and/or the
assumption of such Options by a successor corporation (or a parent or subsidiary thereof) or (b) the substitution for such Options of new options covering the stock of a successor corporation (or a parent or subsidiary thereof), with
appropriate adjustments as to the number and kinds of shares and exercise prices. In the event of any such continuation, assumption or substitution, the Plan and/or such Options shall continue in the manner and under the terms so provided.

  
 9.2 Definition. For purposes of Section 9.1
hereof, a “change in control” of the Company shall mean: 
  
 (a) 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 (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty percent (50%) or more of the total voting power of all of the Company’s then outstanding securities entitled to vote generally in the election of directors to the Board; provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a change in control; (i) any acquisition by the Company or its parent or Subsidiaries, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or its parent or Subsidiaries, or (iii) any acquisition consummated with the prior approval of the Board; or 
  

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 (b) During the period of two consecutive calendar years, individuals who at the beginning of such period
constitute the Board, and any new director(s) whose (i) election by the Board or (ii) nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, should cease for any reason to constitute a majority of the Board; or 
  
 (c) The Company becomes a party to a merger, plan of reorganization,
consolidation or share exchange in which either (i) the Company will not be the surviving corporation or (ii) the Company will be the surviving corporation and any outstanding shares of the Company’s common stock will be converted
into shares of any other company (other than a reincorporation or the establishment of a holding company involving no change of ownership of the Company) or other securities, cash or other property (excluding payments made solely for fractional
shares); or 
  
 (d) The shareholders of the Company approve a
merger, plan of reorganization, consolidation or share exchange with any other corporation, and immediately following such merger, plan of reorganization, consolidation or share exchange the holders of the voting securities of the Company
outstanding immediately prior thereto hold securities representing fifty percent (50%) or less of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, plan of
reorganization, consolidation or share exchange; provided, however, that notwithstanding the foregoing, no change in control shall be deemed to have occurred if one-half (1/2) or more of the members of the Board of the Company or such surviving
entity immediately after such merger, plan of reorganization, consolidation or share exchange is comprised of persons who served as directors of the Company immediately prior to such merger, plan of reorganization, consolidation or share exchange or
who are otherwise designees of the Company; or 
  
 (e) Upon
approval by the Company’s stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a parent or Subsidiary; or 
  
 (f) Any other event that a majority of the Board, in its sole discretion,
shall determine constitutes a change in control for purposes of Section 9.1. 
  
 Notwithstanding the occurrence of any of the foregoing events of this Section 9.2 which would otherwise result in a change in control, the Board may determine in its sole discretion, if it deems it to be in the
best interest of the Company, that an event or events otherwise constituting a change in control shall not be considered a change in control. Such determination shall be effective only if it is made by the Board as it is constituted prior to the
occurrence of an event that otherwise would be or probably would lead to a change in control; or after such event if made by the Board a majority of which is composed of directors who were members of the Board immediately prior to the event that
otherwise would be or probably would lead to a change in control. 
  
 9.3 Exchange of Options. The Committee may, in its discretion, permit any Optionee to surrender outstanding Options in order to exercise or realize his rights under other Options or in exchange for the grant of new Options, or
require holders of Options to surrender outstanding Options as a condition precedent to the grant of new Options. 
  

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 ARTICLE X 
 STOCK CERTIFICATES 
  
 10.1 Issuance of Certificates. Subject to Section 10.2 hereof, the Company shall issue a stock certificate in the name of the Optionee (or other person exercising the option in accordance with the provisions of the Plan) for the
shares of Common Stock purchased by exercise of an option as soon as practicable after due exercise and payment of the aggregate Option Price for such shares. A separate stock certificate or separate stock certificates shall be issued for any shares
of Common Stock purchased pursuant to the exercise of an Option that is an Incentive Stock Option, which certificate or certificates shall not include any shares of Common Stock that were purchased pursuant to the exercise of an Option that is a
Nonqualified Stock Option. 
  
 10.2 Conditions. The Company
shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon the exercise of any Option granted hereunder or any portion thereof prior to fulfillment of all of the following conditions: 
  
 (a) The completion of any registration or other qualification of such
shares, under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Committee shall in its sole discretion deem necessary or advisable; 

 
 (b) The obtaining of any approval or other clearance from any federal or
state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; 
  
 (c) The lapse of such reasonable period of time following the exercise of the Option as the Committee from time to time may establish for reasons of
administrative convenience; 
  
 (d) Satisfaction by the Optionee
of all applicable withholding taxes or other withholding liabilities; and 
  
 (e) If required by the Committee, in its sole discretion, the receipt by the Company from an Optionee of (i) a representation in writing that the shares of Common Stock received upon exercise of an Option are
being acquired for investment and not with a view to distribution and (ii) such other representations and warranties as are deemed necessary by counsel to the Company. 
  
 10.3 Legends. The Company reserves the right to legend any certificate for shares of Common Stock, conditioning sales
of such shares upon compliance with applicable federal and state securities laws and regulations. 
  

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 ARTICLE XI 
 TERMINATION AND AMENDMENT 
  
 11.1 Termination and Amendment. The Plan shall terminate on April 22, 2007. Notwithstanding the foregoing, the Board shall have complete power and authority to terminate the Plan at an earlier date or to amend the Plan;
provided, however, the Board shall not, without the approval of the stockholders of the Company within the time period required by applicable law, (a) increase the maximum number of shares which may be issued under the Plan pursuant to
Section 5.1, (b) amend the requirements as to the class of employees eligible to receive Options for Common Stock under the Plan, (c) extend the term of the Plan, or (d) decrease the authority granted to the Committee under the
Plan in contravention of (i) Rule 16b-3 under the Exchange Act or (ii) Section 162(m) of the Code to the extent that the Committee seeks compliance with Section 162(m). No termination or amendment of the Plan shall adversely
affect the rights of an Optionee (or his permitted transferee) under a previously granted or transferred Option without his written consent. 
  
 In addition, to the extent that the Committee determines that (a) the listing for qualification requirements of any national securities exchange or
quotation system on which the Common Stock is then listed or quoted, or (b) the Code (or regulations promulgated thereunder), require stockholder approval in order to maintain compliance with such listing requirements or to maintain any
favorable tax advantages or qualifications, then the Plan shall not be amended in such respect without obtaining the approval of the Company’s stockholders within the prescribed time period. 
  
 With respect to insiders, transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 under the Exchange Act. Any ambiguities or inconsistencies in the construction of any Stock Option Agreement or the Plan shall be interpreted to give effect to such intention. 
  
 Unless otherwise determined by the Committee with respect to any particular
Option grant, it is intended that the Plan comply fully with and meet all the requirements of Section 162(m) of the Code so that any Stock Options that are granted to Covered Employees shall qualify for the Performance-Based Exception. If any
provision of the Plan or a Stock Option Agreement would not permit the Plan or Stock Option to comply with the Performance-Based Exception as so intended, such provision shall be construed or deemed amended to conform to the requirements of the
Performance-Based Exception to the extent permitted by applicable law and deemed advisable by the Committee; provided, however, no such construction or amendment shall have an adverse effect on the prior grant of any Stock Option or on the economic
value to an Optionee (or his permitted transferee) of any outstanding Stock Option. 
  
 ARTICLE XII 
 MISCELLANEOUS 
  
 12.1 Employment or other Service. Nothing in the Plan, in the grant of any Option or in any Stock Option Agreement
shall confer upon any Eligible Person the right to continue in the 
  

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 capacity in which he is employed by or otherwise provides services to the Company or any Subsidiary. Notwithstanding
anything contained in the Plan to the contrary, unless otherwise provided in a Stock Option Agreement, no Option shall be affected by any change of duties or position of the Optionee (including a transfer to or from the Company or any Subsidiary),
so long as such Optionee continues to be an Eligible Person. 
  
 12.2 Rights as Shareholder. An Optionee or the permitted transferee of an option shall have no rights as a shareholder with respect to any shares subject to such Option prior to the purchase of such shares by exercise of such Option
as provided herein. Nothing contained herein or in the Stock Option Agreement relating to any Option shall create an obligation on the part of the Company to repurchase any shares of Common Stock purchased hereunder. 
  
 12.3 Compensation and Benefit Plans. The adoption of the Plan shall
not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the
Company or any Subsidiary. The amount of any compensation deemed to be received by an Optionee as a result of the exercise of an Option or the sale of shares received upon such exercise shall not constitute compensation with respect to which any
other employee benefits of such Optionee are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board or the
Committee or provided by the terms of such plan. 
  
 12.4 Plan
Binding on Successors. The Plan shall be binding upon the Company, its successors and assigns, and the Optionee, his executor, administrator and permitted transferees. 
  
 12.5 Construction and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the
masculine pronoun shall include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute no part of the Plan. 
  
 12.6 Severability. If any provision of the Plan or any Stock Option Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 

 
 12.7 Governing Law. The validity and construction of this Plan and
of the Stock Option Agreements shall be governed by the laws of the State of Texas, without regard to its conflicts of law provisions. 
  

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