2000 Stock Incentive Plan



 Exhibit 10.14 
  
 AMENDMENT NO. 1 
 TO 
 WMC FINANCE CO. 
  
 2000 STOCK INCENTIVE PLAN 
  
 This Amendment No. 1 dated as of January 22, 2002 is supplemental to and made a part of the WMC Finance Co. 2000 Stock Incentive Plan (the
“Plan”) adopted by the Board of Directors of WMC Finance Co. on May 15, 2000. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan. 
  
 The Board has determined that it is in the best interests of the Company to
increase the number of shares available for issuance under the Plan. Accordingly, the total number of shares of Stock reserved and available for issuance under the Plan shall be increased by 330,000. Paragraph 1 under Section 3 of the Plan shall be
and is hereby amended as follows: 
  
 The total
number of shares of Stock reserved and available for issuance under the Plan shall be 4,033,963. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. The aggregate number of shares of Stock as to which
Stock Options, Stock Appreciation Rights, Restricted Stock and Performance Shares may be granted to any individual during any calendar year may not, subject to adjustment as provided in this Section 3, exceed 80% of the shares of Stock reserved for
the purposes of the Plan in accordance with the provisions of this Section 3. 
  
 All other terms and conditions of the Plan shall remain unchanged and in full force and effect. 
  
 IN WITNESS WHEREOF, this Amendment to the Plan was adopted at a meeting of the Board of Directors of the Company on January 22, 2002. 
  

			
	WMC FINANCE CO.
		
	 By:
	 	 /s/ Frank O’Bryan

	 	 	

	 	 	 Frank O’Bryan
 Chairman



  









 WMC FINANCE CO. 
  
 2000 STOCK INCENTIVE PLAN 
  
 Section 1. General Purpose of Plan; Definitions. 
  
 The name of this plan is the WMC Finance Co. 2000 Stock Incentive Plan (the “Plan”). The Plan was adopted by the Board on May 15, 2000, subject
to the approval of the stockholders of the Company, which approval was obtained on May 15, 2000. The purpose of the Plan is to enable the Company to attract and retain highly qualified personnel who will contribute to the Company’s success by
their ability, ingenuity and industry and to provide incentives to the participating officers, directors, employees, consultants and advisors that are linked directly to increases in stockholder value and will therefore inure to the benefit of all
stockholders of the Company. 
  
 For purposes of the Plan, the
following terms shall be defined as set forth below: 
  
 (1)
“Administrator” means the Board, or if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 2. 
  
 (2) “Board” means the Board of Directors of the Company. 
  
 (3) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

  
 (4) “Committee” means the Compensation and
Stock Option Committee of the Board or any committee the Board may subsequently appoint to administer the Plan. To the extent applicable, the Committee shall be composed entirely of individuals who meet the qualifications referred to in Section
162(m) of the Code and Rule 16b-3 under the Securities Exchange Act of 1934, as amended. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Board specified in the Plan shall be exercised by the
Committee. 
  
 (5) “Company” means WMC Finance
Co., a Delaware corporation (or any successor corporation). 
  









 (6) “Deferred Stock” means an award made pursuant to Section 7 below of the right to
receive Stock at the end of a specified deferral period. 
  
 (7)
“Disability” shall mean any physical or mental disability that prevents Executive from performing one or more of the essential functions of his position for a period of not less than ninety days in any 12-month period and/or which
is expected to be of permanent duration. 
  
 (8)
“Effective Date” shall mean the date set forth in Section 11. 
  
 (9) “Eligible Recipient” means an officer, director, employee, consultant or advisor of the Company or any Subsidiary. 
  
 (10) “Fair Market Value” means, as of any given date, with respect to any awards granted hereunder, (A) if
the Stock is publicly traded, the closing sale price of the Stock on such date as reported in the Western Edition of the Wall Street Journal, (B) the fair market value of the Stock as determined in accordance with a method
prescribed in the agreement evidencing any award hereunder, or (C) the fair market value of the Stock as otherwise determined by the Administrator in the good faith exercise of its discretion. 
  
 (11) “Incentive Stock Option” means any Stock Option
intended to be designated as an “incentive stock option” within the meaning of Section 422 of the Code. 
  
 (12) “Limited Stock Appreciation Right” means a Stock Appreciation Right that can be exercised only in the event of a “Change of
Control” (as defined in the award evidencing such Limited Stock Appreciation Right). 
  
 (13) “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option, including any Stock Option that provides (as of the time such option is granted) that it will not be
treated as an Incentive Stock Option. 
  
 (14) “Parent
Corporation” means any corporation (other the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined voting
power of all classes of stock in one of the other corporations in the chain. 
  

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 (15) “Participant” means any Eligible Recipient selected by the Administrator, pursuant
to the Administrator’s authority in Section 2 below, to receive grants of Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock awards, Deferred Stock awards, Performance Shares or any combination of the
foregoing. 
  
 (16) “Performance Share” means an
award of shares of Stock pursuant to Section 7 that is subject to restrictions based upon the attainment of specified performance objectives. 
  
 (17) “Restricted Stock” means an award granted pursuant to Section 7 of shares of Stock subject to certain restrictions. 
  
 (18) “Stock” means the Class B Common Stock, par value $.01
per share, of the Company, 
  
 “Stock Appreciation
Right” means the right pursuant to an award granted under Section 6 to receive an amount equal to the excess, if any, of (A) the Fair Market Value, as of the date such Stock Appreciation Right or portion thereof is surrendered, of the
shares of Stock covered by such right or such portion thereof, over (B) the aggregate exercise price of such right or such portion thereof. 
  
 (19) “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5. 
  
 (20) “Subsidiary” means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain. 
  
 Section 2.
Administration. 
  
 The Plan shall be administered in
accordance with the requirements of Section 162(m) of the Code (but only to the extent necessary to maintain qualification of the Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the Securities Exchange Act of
1934, as amended 

  

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(“Rule 16b-3”), by the Board or by the Committee which shall be appointed by the Board and which shall serve at the pleasure of the Board.

  
 Pursuant to the terms of the Plan, the Administrator shall
have the power and authority to grant to Eligible Recipients pursuant to the terms of the Plan: (a) Stock Options, (b) Stock Appreciation Rights or Limited Stock Appreciation Rights, (c) Restricted Stock, (d) Performance Shares, (e) Deferred Stock
or (f) any combination of the foregoing. 
  
 In particular, the
Administrator shall have the authority: 
  
 (a)
to select those Eligible Recipients who shall be Participants; 
  
 (b) to determine whether and to what extent Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock, Deferred Stock, Performance Shares or a combination of the foregoing, are to
be granted hereunder to Participants; 
  
 (c) to
determine the number of shares of Stock to be covered by each such award granted hereunder; 
  
 (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not
limited to, (x) the restrictions applicable to Restricted Stock or Deferred Stock awards and the conditions under which restrictions applicable to such Restricted Stock or Deferred Stock shall lapse, and (y) the performance goals and periods
applicable to the award of Performance Shares); and 
  
 (e) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing the Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Performance Shares or any combination of the foregoing granted hereunder to Participants. 
  
 (f) to reduce the exercise price of any stock option to the then Fair Market Value if the Fair Market Value of the Shares of Stock covered
by such Stock Option has declined since the date such Stock Option was granted. 
  

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 The Administrator shall have the authority, in its discretion, to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan. 
  
 All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. 
  
 Section 3. Stock Subject to Plan. 
  
 The total number of shares of Stock reserved and available for issuance under the Plan shall be 3,703,963. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares. The aggregate number of shares of Stock as to which Stock Options, Stock Appreciation Rights, Restricted Stock and Performance Shares may be granted to any individual during any calendar year may
not, subject to adjustment as provided in this Section 3, exceed 80% of the shares of Stock reserved for the purposes of the Plan in accordance with the provisions of this Section 3. 
  
 Consistent with the provisions of Section 162(m) of the Code, as from time to time applicable, to the extent that (i) a
Stock Option expires or is otherwise terminated without being exercised, or (ii) any shares of Stock subject to any Restricted Stock, Deferred Stock or Performance Share award granted hereunder are forfeited, such shares shall again be available for
issuance in connection with future awards under the Plan. If any shares of Stock have been pledged as collateral for indebtedness incurred by a Participant in connection with the exercise of a Stock Option and such shares are returned to the Company
in satisfaction of such indebtedness, such shares shall again be available for issuance in connection with future awards under the Plan. 
  
 In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in (i) the aggregate number of shares reserved for issuance under the Plan, (ii) the kind, number and option price 

  

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of shares subject to outstanding Stock Options granted under the Plan, and (iii) the kind, number and purchase price of shares issuable pursuant to awards of
Restricted Stock, Deferred Stock and Performance Shares, in each case as may be determined by the Administrator, in its sole discretion. Such other substitutions or adjustments shall be made as may be determined by the Administrator, in its sole
discretion. An adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right or Limited Stock Appreciation Right related to any Stock Option. In connection with any event
described in this paragraph, the Administrator may provide, in its discretion, for the cancellation of any outstanding awards and payment in cash or other property therefor. 
  
 Section 4. Eligibility. 
  
 Officers, directors and employees of the Company or any Subsidiary, and consultants and advisors to the Company or any Subsidiary, who are responsible for
or are in a position to contribute to the management, growth and/or profitability of the business of the Company shall be eligible to be granted Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock awards,
Deferred Stock awards or Performance Shares hereunder. The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from among the Eligible Recipients recommended by the senior management of the
Company, and the Administrator shall determine, in its sole discretion, the number of shares of Stock covered by each award. 
  
 Section 5. Stock Options. 
  
 Stock Options may be granted alone or in addition to other awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as
the Administrator may from time to time approve, and the provisions of Stock Option awards need not be the same with respect to each optionee. Recipients of Stock Options shall enter into a subscription and/or award agreement with the Company, in
such form as the Administrator shall determine, which agreement shall set forth, among other things, the exercise price of the option, the term of the option and provisions regarding exercisability of the option granted thereunder. 
  

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 The Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options. 
  
 The Administrator shall have the
authority to grant any officer or employee of the Company (including directors who are also officers of the Company) Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights or Limited Stock Appreciation Rights). Directors who are not officers of the Company, consultants and advisors may only be granted Non-Qualified Stock Options (with or without Stock Appreciation Rights or Limited Stock
Appreciation Rights). To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option. More than one option may be granted to the same optionee and be outstanding
concurrently hereunder. 
  
 Stock Options granted under the Plan
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable: 
  
 (1) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Administrator in its sole discretion at the time of grant but shall not, (i) in the case of Incentive Stock Options, be less than 100% of the Fair Market Value of the Stock on such date and (ii) in the
case of Non-Qualified Stock Options, (to the extent required at the time of grant by California “Blue Sky” law) be less than 85% of the Fair Market Value of the Stock on such date and in any event, be less than the par value (if any) of
the Stock. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent Corporation and an
Incentive Stock Option is granted to such employee, the option price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of the Stock on the date such Incentive
Stock Option is granted. 
  
 (2) Option Term. The term of
each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date such Stock Option is granted; provided, however, that if an employee owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of 

  

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the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five years from the date of grant. 
  
 (3) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator at or after the time of grant; provided, however, that (to the extent required at the time of grant by the California “Blue Sky” law) Options granted to individuals other than officers, directors
or consultants of the Company shall be exercisable at the rate of at lest 20% per year over five years from the date of grant. The Administrator may provide, in its discretion, that any Stock Option shall be exercisable only in installments, and the
Administrator may waive such installment exercise provisions at any time in whole or in part based on such factors as the Administrator may determine, in its sole discretion, including but not limited to in connection with any “change in
control” of the Company, as defined in any stock option agreement. 
  
 (4) Method of Exercise. Subject to Section 5(3) above, Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be
purchased, accompanied by payment in full of the purchase price in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment in whole or in part may also be made (i) by means of
any cashless exercise procedure approved by the Administrator, (ii) in the form of unrestricted Stock already owned by the optionee which, (x) in the case of unrestricted Stock acquired upon exercise of an option, have been owned by the Optionee for
more than six months on the date of surrender, and (y) has a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Stock as to which such Option shall be exercised, or (iii) in the case of the exercise of a
Non-Qualified Stock Option, in the form of Restricted Stock or Performance Shares subject to an award hereunder (based, in each case, on the Fair Market Value of the Stock on the date the option is exercised); provided, however, that
in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares may be authorized only at the time of grant, (iv) any other form of consideration approved by the Administrator and permitted by applicable law
or (v) any combination of the foregoing. If payment of the 

  

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option exercise price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock or Performance Shares, the shares received
upon the exercise of such Stock Option shall be restricted in accordance with the original terms of the Restricted Stock or Performance Share award in question, except that the Administrator may direct that such restrictions shall apply only to that
number of shares equal to the number of shares surrendered upon the exercise of such option. An optionee shall generally have the rights to dividends and any other rights of a stockholder with respect to the Stock subject to the Stock Option only
after the optionee has given written notice of exercise, has paid in full for such shares, and, if requested, has given the representation described in paragraph (1) of Section 10. 
  
 The Administrator may require the voluntary surrender of all or a portion of any Stock Option granted under the Plan as a
condition precedent to the grant of a new Stock Option. Subject to the provisions of the Plan, such new Stock Option shall be exercisable at the price, during such period and on such other terms and conditions as are specified by the Administrator
at the time the new Stock Option is granted. Consistent with the provisions of Section 162(m), to the extent applicable, upon their surrender, Stock Options shall be canceled and the shares previously subject to such canceled Stock Options shall
again be available for grants of Stock Options and other awards hereunder. 
  
 (5) Loans. The Company may make loans available to Stock Option holders in connection with the exercise of outstanding options granted under the Plan, as the Administrator, in its discretion, may determine.
Such loans shall (i) be evidenced by promissory notes entered into by the Stock Option holders in favor of the Company, (ii) be subject to the terms and conditions set forth in this Section 5(5) and such other terms and conditions, not inconsistent
with the Plan, as the Administrator shall determine, (iii) bear interest, if any, at such rate as the Administrator shall determine, and (iv) be subject to Board approval (or to approval by the Administrator to the extent the Board may delegate such
authority). In no event may the principal amount of any such loan exceed the sum of (x) the exercise price less the par value (if any) of the shares of Stock covered by the option, or portion thereof, exercised by the holder, and (y) any federal,
state, and local income tax attributable to such exercise. The initial term of the loan, the schedule of payments of principal and interest under the loan, the extent to which the loan is to be with or without recourse against the holder with
respect to principal or interest and the conditions upon which the loan will become payable in 

  

 9 








 
the event of the holder’s termination of employment shall be determined by the Administrator. Unless the Administrator determines otherwise, when a loan
is made, shares of Stock having a Fair Market Value at least equal to the principal amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan, and such pledge shall be evidenced by a
pledge agreement, the terms of which shall be determined by the Administrator, in its discretion; provided, however, that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having jurisdiction. 
  
 (6) Non-Transferability of Options. Unless otherwise determined by the Administrator, no Stock Option shall be transferable by the optionee, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the
optionee. 
  
 (7) Termination of Employment or Service. If
an optionee’s employment with or service as a director, consultant or advisor to the Company terminates by reason of death, Disability or for any other reason, the Stock Option may thereafter be exercised to the extent provided in the
applicable subscription or award agreement, or as otherwise determined by the Administrator. 
  
 (8) Annual Limit on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of shares of Stock with respect to which
Incentive Stock Options granted to an Optionee under this Plan and all other option plans of the Company or its Parent Corporation become exercisable for the first time by the Optionee during any calendar year exceeds $100,000, such Stock Options
shall be treated as Non-Qualified Stock Options. 
  
 Section 6. Stock
Appreciation Rights and Limited Stock Appreciation Rights. 
  
 (1) Grant and Exercise. Stock Appreciation Rights and Limited Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Stock Option granted under the Plan
(“Related Rights”). In the case of a Non-Qualified Stock Option, Related Rights may be granted either at or after the time of the grant of such Stock Option. In the case of an Incentive Stock Option, Related Rights may be granted only at
the time of the grant of the Incentive Stock Option. 
  

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 A Related Right or applicable portion thereof granted in conjunction with a given Stock Option shall
terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise provided by the Administrator at the time of grant, a Related Right granted with respect to less than the full number
of shares covered by a related Stock Option shall only be reduced if and to the extent that the number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Related Right.

  
 A Related Right may be exercised by an optionee, in accordance
with paragraph (2) of this Section 6, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in paragraph (2) of
this Section 6. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised. 
  
 (2) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as shall be determined from time to time by the Administrator, including the following: 
  
 (a) Stock Appreciation Rights that are Related Rights (“Related Stock Appreciation Rights”) shall be exercisable only at such
time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan; provided, however, that no Related Stock Appreciation Right
shall be exercisable during the first six months of its term, except that this additional limitation shall not apply in the event of death or Disability of the optionee prior to the expiration of such six-month period. 
  
 (b) Upon the exercise of a Related Stock Appreciation Right,
an optionee shall be entitled to receive up to, but not more than, an amount in cash or that number of shares of Stock (or in some combination of cash and shares of Stock) equal in value to the excess of the Fair Market Value of one share of Stock
as of the date of exercise over the option price per share specified in the related Stock Option multiplied by the number of shares of Stock in respect of 

  

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which the Related Stock Appreciation Right is being exercised, with the Administrator having the right to determine the form of payment. 
  
 (c) Related Stock Appreciation Rights shall be transferable
only when and to the extent that the underlying Stock Option would be transferable under paragraph (6) of Section 5 of the Plan. 
  
 (d) Upon the exercise of a Related Stock Appreciation Right, the Stock Option or part thereof to which such Related Stock Appreciation
Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 of the Plan on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares issued under
the Related Stock Appreciation Right. 
  
 (e) A
Related Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the Fair Market Value of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option.

  
 (f) Stock Appreciation Rights that are Free
Standing Rights (“Free Standing Stock Appreciation Rights”) shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator at or after grant; provided, however,
that no Free Standing Stock Appreciation Right shall be exercisable during the first six months of its term, except that this limitation shall not apply in the event of death or Disability of the recipient of the Free Standing Stock Appreciation
Right prior to the expiration of such six-month period. 
  
 (g) The term of each Free Standing Stock Appreciation Right shall be fixed by the Administrator, but no Free Standing Stock Appreciation Right shall be exercisable more than ten years after the date such right is
granted. 
  
 (h) Upon the exercise of a Free
Standing Stock Appreciation Right, a recipient shall be entitled to receive up to, but not more than, an amount in cash or that number of shares of Stock (or any combination of cash or shares of Stock) equal in value to the excess of the Fair Market
Value of one share of Stock as of the date of exercise over the price per share specified in the Free Standing 

  

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Stock Appreciation Right (which price shall be no less than 100% of the Fair Market Value of the Stock on the date of grant) multiplied by the number of
shares of Stock in respect of which the right is being exercised, with the Administrator having the right to determine the form of payment. 
  
 (i) Free Standing Stock Appreciation Rights shall be transferable only when and to the extent that a Stock Option would be transferable
under paragraph (6) of Section 5 of the Plan. 
  
 (j) In the event of the termination of employment or service of a Participant who has been granted one or more Free Standing Stock Appreciation Rights, such rights shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Administrator at or after grant. 
  
 (k) Limited Stock Appreciation Rights may only be exercised within the 30-day period following a “Change of Control” (as defined by the Administrator in the agreement evidencing such Limited Stock
Appreciation Right) and, with respect to Limited Stock Appreciation Rights that are Related Rights (“Related Limited Stock Appreciation Rights”), only to the extent that the Stock Options to which they relate shall be exercisable in
accordance with the provisions of Section 5 and this Section 6 of the Plan. 
  
 (1) Upon the exercise of a Limited Stock Appreciation Right, the recipient shall be entitled to receive an amount in cash equal in value to the excess of the “Change of Control Price” (as defined in the
agreement evidencing such Limited Stock Appreciation Right) of one share of Stock as of the date of exercise over (A) the option price per share specified in the related Stock Option, or (B) in the case of a Limited Stock Appreciation Right which is
a Free Standing Stock Appreciation Right, the price per share specified in the Free Standing Stock Appreciation Right, such excess to be multiplied by the number of shares in respect of which the Limited Stock Appreciation Right shall have been
exercised. 
  
 Section 7. Restricted Stock, Deferred Stock and Performance
Shares. 
  
 (1) General. Restricted Stock, Deferred
Stock or Performance Share awards may be issued either alone or in addition to other awards granted under the 

  

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Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock, Deferred Stock or
Performance Share awards shall be made; the number of shares to be awarded; the price, if any, to be paid by the recipient of Restricted Stock, Deferred Stock or Performance Share awards; the Restricted Period (as defined in paragraph (3) of this
Section 7) applicable to Restricted Stock or Deferred Stock awards; the performance objectives applicable to Performance Share or Deferred Stock awards; the date or dates on which restrictions applicable to such Restricted Stock or Deferred Stock
awards shall lapse during such Restricted Period; and all other conditions of the Restricted Stock, Deferred Stock and Performance Share awards. Subject to the requirements of Section 162(m) of the Code, as applicable, the Administrator may also
condition the grant of Restricted Stock, Deferred Stock awards or Performance Shares upon the exercise of Stock Options, or upon such other criteria as the Administrator may determine, in its sole discretion. The provisions of Restricted Stock,
Deferred Stock or Performance Share awards need not be the same with respect to each recipient. In the discretion of the Administrator, loans may be made to Participants in connection with the purchase of Restricted Stock under substantially the
same terms and conditions as provided in Section 5(5) with respect to the exercise of stock options. 
  
 (2) Awards and Certificates. The prospective recipient of a Restricted Stock, Deferred Stock or Performance Share award shall not have any rights
with respect to such award, unless and until such recipient has executed an agreement evidencing the award (a “Restricted Stock Award Agreement,” “Deferred Stock Award Agreement” or “Performance Share Award Agreement,”
as appropriate) and delivered a fully executed copy thereof to the Company, within a period of sixty days (or such other period as the Administrator may specify) after the award date. Except as otherwise provided below in this Section 7(2), (i) each
Participant who is awarded Restricted Stock or Performance Shares shall be issued a stock certificate in respect of such shares of Restricted Stock or Performance Shares; and (ii) such certificate shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award. 
  
 The Company may require that the stock certificates evidencing Restricted Stock or Performance Share awards hereunder be held in the custody of the
Company until the restrictions thereon shall have lapsed, and that, as a 

  

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condition of any Restricted Stock award or Performance Share award, the Participant shall have delivered a stock power, endorsed in blank, relating to the
Stock covered by such award. 
  
 With respect to Deferred Stock
awards, at the expiration of the Restricted Period, stock certificates in respect of such shares of Deferred Stock shall be delivered to the participant, or his legal representative, in a number equal to the number of shares of Stock covered by the
Deferred Stock award. 
  
 (3) Restrictions and Conditions.
The Restricted Stock, Deferred Stock and Performance Share awards granted pursuant to this Section 7 shall be subject to the following restrictions and conditions: 
  
 (a) Subject to the provisions of the Plan, any stockholders agreement, and the Restricted Stock Award
Agreement, Deferred Stock Award Agreement or Performance Share Award Agreement, as appropriate, governing such award, during such period as may be set by the Administrator commencing on the grant date (the “Restricted Period”), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock, Performance Shares or Deferred Stock awarded under the Plan; provided, however, that the Administrator may, in its sole discretion,
provide for the lapse of such restrictions (other than those pursuant to any stockholders agreement) in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator
may determine, in its sole discretion, including, but not limited to, the attainment of certain performance related goals, the Participant’s termination of employment or service, death or Disability or the occurrence of a “Change of
Control” as defined in the agreement evidencing such award. 
  
 (b) Except as provided in paragraph (3)(a) of this Section 7, the Participant shall generally have, with respect to the shares of Restricted Stock or Performance Shares, all of the rights of a stockholder with respect
to such stock during the Restricted Period, The Participant shall generally not have the rights of a stockholder with respect to stock subject to Deferred Stock awards during the Restricted Period; provided, however, that dividends
declared during the Restricted Period with respect to the number of shares covered by a Deferred Stock award shall be paid to the Participant. Certificates for shares of unrestricted Stock shall 

  

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be delivered to the Participant promptly after, and only after, the Restricted Period shall expire without forfeiture in respect of such shares of Restricted
Stock, Performance Shares or Deferred Stock, except as the Administrator, in its sole discretion, shall otherwise determine. 
  
 (c) The rights of holders of Restricted Stock, Deferred Stock and Performance Share awards upon termination of employment or service for
any reason shall be set forth in the Restricted Stock Award Agreement, Deferred Stock Award Agreement or Performance Share Award Agreement, as appropriate, governing such awards. 
  
 Section 8. Amendment and Termination. 
  
 The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a
Participant under any award theretofore granted without such Participant’s consent, or that, without the approval of the stockholders (as described below), would: 
  
 (1) except as provided in Section 3, increase the total number of shares of Stock reserved for the purpose of the Plan;

  
 (2) change the class of directors, officers, employees,
consultants and advisors eligible to participate in the Plan; or 
  
 (3) extend the maximum option period under paragraph (2) of Section 5 of the Plan. 
  
 Notwithstanding the foregoing, stockholder approval under this Section 8 shall only be required at such time and under such circumstances as stockholder approval would be required under Section 162(m) of the Code or
other applicable law, rule or regulation with respect to any material amendment to any employee benefit plan of the Company. 
  
 The Administrator may amend the terms of any award theretofore granted, prospectively or retroactively, but, subject to Section 3 above, no such amendment
shall impair the rights of any holder without his or her consent. 
  
 Section
9. Unfunded Status of Plan. 
  
 The Plan is intended to
constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a
general creditor of the Company. 
  
 Section 10. General Provisions.

  
 (1) The Administrator may require each person purchasing
shares pursuant to a Stock Option to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. The Administrator may require each person acquiring shares pursuant to the Plan
to become a party to any stockholders agreement with respect to the Company or any Parent Corporation. The Certificates for such shares may include any legend which the Administrator deems appropriate to reflect any restrictions on transfer.

  
 All certificates for shares of Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 
  
 (2) Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval, if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any
officer, director, employee, consultant or advisor of the Company any right to continued employment or service with the Company, as the case may be, nor shall it interfere in any way with the right of the Company to terminate the employment or
service of any of its officers, directors, employees, consultants or advisors at any time. 
  
 (3) Each Participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the Participant for federal 
  

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 income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld with respect to the award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. 
  
 (4) No member of the Board or the Administrator, nor any officer or employee of the Company acting on behalf of the Board or the Administrator, shall be
personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Administrator and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 
  
 (5) To the extent California “Blue Sky” law is applicable, each recipient of an award under this Plan will be provided with a copy of financial
statements of the Company at least annually, and, in any event, prior to his or her acquisition of Stock pursuant to this Plan. The provisions of this Section 10(5) are intended to comply with the requirements of Rule 260.140.46 promulgated under
the California Corporations Code. 
  
 Section 11. Effective Date of Plan.

  
 The Plan became effective (the “Effective
Date”) on May 15, 2000, the date the Company’s stockholders formally approved the Plan. 
  
 Section 12. Term of Plan. 
  
 No Stock Option, Stock Appreciation Right, Limited Stock Appreciation Right, Restricted Stock, Deferred Stock or Performance Share award shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date, but awards theretofore granted may extend beyond that date. 
  

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