bm20090824_8k-101.htm


    BELL
MICROPRODUCTS INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    (Amended
and Restated August 20, 2009)

     

     

    1. Purposes of the Plan.  The
purposes of the Plan are to attract and retain the best available personnel, to
provide additional incentive to Service Providers and to promote the success of
the Company’s business.

     

    Awards to
Participants granted hereunder may be Incentive Stock Options, Nonstatutory
Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend
Equivalents, at the discretion of the Administrator and as reflected in the
terms of the written option agreement.

     

    2. Definitions.  As
used herein, the following definitions shall apply:

     

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

     

    (b) “Applicable Laws”
shall mean the legal requirements relating to the administration of equity
incentive plans under applicable state corporate and securities laws, the Code,
any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.

     

    (c) “Award” shall mean,
individually or collectively, a grant under the Plan of Incentive Stock Options,
Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units
or Dividend Equivalents.

     

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

     

    (e) “Awarded Stock” shall
mean the Common Stock subject to an Award.

     

    (f) “Board” shall mean the
Board of Directors of the Company.

     

    (g)            “Cash Position” shall
mean the Company’s level of cash and cash equivalents.

     

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

     

    (i)           Change in Ownership of the
Company.  A change in the ownership of the Company which occurs
on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the stock of the Company that, together with
the stock held by such Person, constitutes more than fifty percent (50%) of the
total voting power or total fair market value of the stock of the
Company.  For purposes of this clause (i), if any Person is considered
to own more than fifty percent (50%) of the total voting power or total fair
market value of the stock of the Company, the acquisition of additional stock of
the Company by the same Person will not be considered a Change in Control;
or

     

    (ii)           Change in Effective Control
of the Company.  If the Company has a class of securities
registered pursuant to Section 12 of the Exchange Act, a change in the effective
control of the Company which occurs on the date that a majority of members of
the Board is replaced during any twelve (12) month period by Directors whose
appointment or election is not endorsed by a majority of the members of the
Board prior to the date of the appointment or election.  For purposes
of this clause (ii), if any Person is considered to be in effective control of
the Company, the acquisition of additional control of the Company by the same
Person will not be considered a Change in Control; or

     

    (iii)           Change in Ownership of a
Substantial Portion of the Company’s Assets.  A change in the
ownership of a substantial portion of the Company’s assets which occurs on the
date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or
persons) assets from the Company that have a total gross fair market value
equal to or more than fifty percent (50%) of the total gross fair market value
of all of the assets of the Company immediately prior to such acquisition or
acquisitions.  For purposes of this subsection (iii), gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.

     

    For
purposes of this Section 2(h), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

     

    Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the
transaction qualifies as a change in control event within the meaning of Code
Section 409A, as it has been and may be amended from time to time, and any
proposed or final Treasury Regulations and Internal Revenue Service guidance
that has been promulgated or may be promulgated thereunder from time to
time.

     

    Further
and for the avoidance of doubt, a transaction will not constitute a Change in
Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that
will be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.

     

    (i)            “Code” shall mean the
Internal Revenue Code of 1986, as amended.  Reference to a specific
section of the Code or Treasury Regulation thereunder will include such section
or regulation, any valid regulation or other official applicable guidance
promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or
regulation.

     

    (j) “Common Stock” shall
mean the common stock of the Company.

     

    (k) “Committee” shall mean
the Committee appointed by the Board of Directors or a sub-committee appointed
by the Board’s designated committee in accordance with Section 4(a) of the
Plan, if one is appointed.

     

    (l) “Company” shall mean
Bell Microproducts Inc., a California Corporation.

     

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

     

    (n)            “Continuous Status as a
Director” means that the Director relationship is not interrupted or
terminated.

     

    (o)            “Deferred Stock Unit”
means a deferred stock unit Award granted to a Participant pursuant to Section
16.

     

    (p)          “Director” shall mean
a member of the Board.

     

    (q)            “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the
Code.

     

    (r)            “Dividend Equivalent”
shall mean a credit, payable in cash, made at the discretion of the
Administrator, to the account of a Participant in an amount equal to the cash
dividends paid on one Share for each Share represented by an Award, other than
an Option or an SAR, held by such Participant.  Dividend Equivalents
may be subject to the same vesting restrictions as the related Shares subject to
an Award, at the discretion of the Administrator.

     

    (s) “Employee” shall mean
any person, including Officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company.  An Employee shall not cease to
be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor.  For purposes
of Incentive Stock Options, no such leave may exceed three (3) months, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months following
the first (1st) day of
such leave any Incentive Stock Option held by the Participant shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Non­statutory Stock Option.

     

    (t) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

     

    (u) “Fair Market Value”
shall mean, as of any date, the value of Common Stock determined as
follows:

     

    (i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the
Nasdaq Capital Market of The Nasdaq Stock Market, its fair market value will be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination
(or if such day is not a trading day, then on the most recently concluded
trading day), as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

     

    (ii) If the Common Stock is traded
over-the-counter and its sales prices are listed on an interdealer quotation
system, including without limitation the OTC Bulletin Board or the Pink OTC
Markets, its fair market value will be the closing sale price for such stock (or
the closing bid, if no sales were reported) as quoted on such system on the
day of determination (or if such day is not a trading day, then on the most
recently concluded trading day), as reported on such quotation system or such
other source as the Administrator deems reliable; or

     

    (iii) In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined in good faith by
the Administrator.

     

    (v)            “Fiscal Year” shall
mean a fiscal year of the Company.

     

    (w)            “Full Value Award”
shall mean a grant of Restricted Stock, a Restricted Stock Unit, a Performance
Share or a Deferred Stock Unit hereunder.

     

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

     

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

     

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

     

    (aa) “Option” shall mean a
stock option granted pursuant to the Plan.

     

    (bb) “Optioned Stock”
shall mean the Common Stock subject to an Option.

     

    (cc)            “Outside Director”
means a Director who is not an Employee or Consultant.

     

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

     

    (ee) “Participant” shall
mean a Service Provider who receives an Award.

     

    (ff)        “Performance Goals”
shall mean the goal(s) (or combined goal(s)) determined by the Administrator (in
its discretion) to be applicable to a Participant with respect to an
Award.  As determined by the Administrator, the performance measures
for any performance period will be any one or more of the following objective
performance criteria, applied to either the Company as a whole or, except with
respect to stockholder return metrics, to a region, business unit, affiliate or
business segment, and measured either on an absolute basis or relative to a
pre-established target, to a previous period's results or to a designated
comparison group, and, with respect to financial metrics, which may be
determined in accordance with United States Generally Accepted Accounting
Principles ("GAAP"), in accordance with accounting principles established by the
International Accounting Standards Board ("IASB Principles") or which may be
adjusted when established to exclude any items otherwise includable under GAAP
or under IASB Principles or any other objectively determinable items including,
without limitation, (a) any extraordinary non-recurring items, (b) the
effect of any merger, acquisition, or other business combination or divestiture,
or (c) the effect of any changes in accounting principles affecting the
Company's or a business units', region's, affiliate's or business segment's
reported results: (i) cash flow (including operating cash flow or free cash
flow), (ii) cash position, (iii) revenue (on an absolute basis or
adjusted for currency effects), (iv) revenue growth, (v) contribution
margin, (vi) gross margin, (vii) operating margin
(viii) operating expenses or operating expenses as a percentage of revenue,
(ix) earnings (which may include earnings before interest and taxes,
earnings before taxes and net earnings), (x) earnings per share,
(xi) operating income, (xii) net income, (xiii) stock price,
(xiv) return on equity, (xv) total stockholder return,
(xvi) growth in stockholder value relative to a specified publicly reported
index (such as the S&P 500 Index), (xvii) return on capital,
(xviii) return on assets or net assets, (xix) return on investment,
(xx) economic value added, (xxi) operating profit or net operating
profit, (xxii) operating margin, (xxiii) market share,
(xxiv) contract awards or backlog, (xxv) overhead or other expense
reduction, (xxvi) credit rating, (xxvii) objective customer
indicators, (xxviii) new product invention or innovation,
(xxix) attainment of research and development milestones,
(xxx) improvements in productivity, (xxxi) attainment of objective
operating goals, and (xxxii) objective employee metrics.  The
Performance Goals may differ from Participant to Participant and from Award to
Award.

     

    (gg) “Performance Period”
shall mean a period of time as the Administrator will determine in its sole
discretion.

     

    (hh)            “Performance Share”
shall mean a performance share Award granted to a Participant pursuant to
Section 14.

     

    (ii) “Performance
Unit” means
a performance unit Award granted to a Participant pursuant to
Section 15.

     

    (jj) “Plan” shall mean this
2009 Equity Incentive Plan.

     

    (kk)            “Plan Minimum Vesting
Requirements” shall mean the minimum vesting requirements for Full Value
Awards under Plan Section 4(b)(vi) hereunder.

     

    (ll)            “Restricted Stock”
shall mean a restricted stock Award granted to a Participant pursuant to
Section 12.

     

    (mm) “Restricted Stock
Unit” shall mean a bookkeeping entry representing an amount equal to the
Fair Market Value of a Share, granted pursuant to
Section 13.  Each Restricted Stock Unit represents an unfunded
and unsecured obligation of the Company.

     

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

     

    (oo)          “Section 16(b)”
shall mean Section 16(b) of the Exchange Act.

     

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

     

    (qq) “Share” shall mean a
share of the Common Stock, as adjusted in accordance with Section 20 of the
Plan.

     

    (rr) “Stock Appreciation
Right” or “SAR” shall mean a
stock appreciation right granted pursuant to Section 9 below.

     

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

     

    3. Stock Subject to the Plan.  Subject
to the provisions of Section 20 of the Plan, the maximum aggregate number
of Shares which may be awarded under the Plan is 6,225,000 Shares plus (i) any
Shares subject to any options under the
Company’s 1998 Stock Plan (“1998 Plan”) that are outstanding on the date this
Plan becomes effective and that subsequently expire unexercised and (ii) Shares
subject to other awards under the 1998 Plan that are forfeited to or repurchased
by the Company, provided that the
maximum number of additional Shares under clauses (i) and (ii) shall equal
3,950,000.  All of
the shares issuable under the Plan may be authorized, but unissued, or
reacquired Common Stock.

     

    Any
Shares subject to Options or SARs shall be counted against the numerical limits
of this Section 3 as one (1) Share for every Share subject
thereto.  Any Shares subject to Performance Shares, Restricted Stock,
Restricted Stock Units or Deferred Stock Units with a per share or unit purchase
price lower than one hundred percent (100%) of Fair Market Value on the date of
grant shall be counted against the numerical limits of this Section 3 as
one and one-quarter (1.25) Shares for every one (1) Share subject
thereto.  To the extent that a Share that was subject to an Award that
counted as one and one-quarter (1.25) Shares against the Plan reserve pursuant
to the preceding sentence is recycled back into the Plan under the next
paragraph of this Section 3, the Plan shall be credited with one and
one-quarter (1.25) Shares.

     

    If an
Award expires or becomes unexercisable without having been exercised in full,
or, with respect to Restricted Stock, Performance Shares, Restricted Stock Units
or Deferred Stock Units, is forfeited to or repurchased by the Company at its
original purchase price due to such Award failing to vest, the unpurchased
Shares (or for Awards other than Options and SARs, the forfeited or repurchased
shares) which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated).  With respect to
SARs, when an SAR is exercised, the shares subject to a SAR grant agreement
shall be counted against the numerical limits of Section 3 above, as one (1)
share for every share subject thereto, regardless of the number of shares used
to settle the SAR upon exercise (i.e., shares withheld to satisfy the exercise
price of an SAR shall not remain available for issuance under the
Plan).  Shares that have actually been issued under the Plan under any
Award shall not be returned to the Plan and shall not become available for
future distribution under the Plan; provided, however, that if Shares of
Restricted Stock, Performance Shares, Restricted Stock Units or Deferred Stock
Units are repurchased by the Company at their original purchase price or are
forfeited to the Company due to such Awards failing to vest, such Shares shall
become available for future grant under the Plan.  Shares used to pay
the exercise price of an Option (including pursuant to a net issue or net
exercise) shall not become available for future grant or sale under the
Plan.  Shares used to satisfy tax withholding obligations shall not
become available for future grant or sale under the Plan.  To the
extent an Award under the Plan is paid out in cash rather than stock, such cash
payment shall not reduce the number of Shares available for issuance under the
Plan.  Any payout of Dividend Equivalents or Performance Units,
because they are payable only in cash, shall not reduce the number of Shares
available for issuance under the Plan.  Conversely, any forfeiture of
Dividend Equivalents or Performance Units shall not increase the number of
Shares available for issuance under the Plan.

     

    4. Administration of the Plan.

     

    (a) Procedure.

     

    (i) Multiple Administrative
Bodies.  If permitted by Applicable Laws, the Plan may be
administered by different bodies with respect to Directors, Officers who are not
Directors, and Employees who are neither Directors nor Officers.

     

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

     

     

    (iii)            Administration With Respect
to Officers Subject to Section 16(b).  With respect to Option
grants made to Employees who are also Officers subject to Section 16(b) of
the Exchange Act, the Plan shall be administered by (A) the Board, if the
Board may administer the Plan in compliance with Rule 16b-3, or (B) a
committee designated by the Board to administer the Plan, which committee shall
be constituted to comply with Rule 16b-3.  Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board.  From time to time the Board may increase the
size of the Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however caused),
and remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by Rule 16b-3.

     

     

    (iv) Administration With Respect
to Other Persons.  With respect to Award grants made to
Employees or Consultants who are not Officers of the Company, the Plan shall be
administered by (A) the Board, (B) a committee designated by the
Board, or (C) a sub-committee designated by the designated
committee,  which committee or sub-committee shall be constituted to
satisfy Applicable Laws.  Once appointed, such Committee shall serve
in its designated capacity until otherwise directed by the Board.  The
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws.

     

     

    (v)            Administration With Respect
to Grants to Outside Directors.  Awards to Outside Directors
shall be pursuant to the terms set forth in Section 11 hereof and the
Administrator shall have discretion with respect to such Awards as set forth
therein.

     

     

    (b) Powers of the Administrator.  Subject
to the provisions of the Plan (including the provisions of Section 11), and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

     

    (i) to determine the Fair Market Value in
accordance with Section 2(u) of the Plan;

     

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

     

    (iii) to determine whether and to what extent
Awards are granted hereunder;

     

    (iv) to determine the number of shares of
Common Stock to be covered by each Award granted hereunder;

     

    (v) to approve forms of agreement for use
under the Plan;

     

    (vi) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Award granted
hereunder.  Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Awards vest or may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver
of forfeiture restrictions (subject to compliance with applicable laws,
including Code Section 409A), and any restriction or limitation regarding any
Award or the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine; provided,
however, that the Administrator may only accelerate vesting or waive forfeiture
restrictions for up to ten percent (10%) of the maximum aggregate number of
Shares authorized for issuance under the Plan, except in the event of the death,
Disability or retirement of the Service Provider, or in the event of a Change in
Control, in which cases the Administrator, in its sole discretion, may partially
or fully accelerate vesting or waive forfeiture
restrictions;  provided, further, that with respect to Full Value
Awards vesting solely based on continuing as a Service Provider, they will vest
in full no earlier (except if accelerated pursuant to Section 20 hereof or
pursuant to change of control severance agreements entered into by and between
the Company and any Service Provider) than the three (3) year anniversary
of the grant date; provided, further, that if vesting is not solely based on
continuing as a Service Provider, they will vest in full no earlier (except if
accelerated pursuant to Section 20 hereof or pursuant to change of control
severance agreements entered into by and between the Company and any Service
Provider) than the one (1) year anniversary of the grant date;

     

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

     

    (viii) to prescribe, amend and rescind rules
and regulations relating to the Plan;

     

    (ix) to modify or amend each Award (subject
to Section 7 and Section 23(c) of the Plan);

     

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

     

    (xi) to determine the terms and restrictions
applicable to Awards;

     

    (xii) to determine whether Awards will be
adjusted for Dividend Equivalents and whether such Dividend Equivalents shall be
subject to vesting; and

     

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

     

    (c) Effect of Administrator’s
Decision.  All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Participants and any other
holders of any Awards granted under the Plan.

     

     

    (d)            Exception to Plan Minimum
Vesting Requirements.

     

    (i)            Full
Value Awards that result in issuing up to five percent (5%) of the maximum
aggregate number of shares of Stock authorized for issuance under the Plan (the
“5% Limit”) may be granted to any one or more Employees or Outside Directors
without respect to the Plan Minimum Vesting Requirements.

     

    (ii)            All
Full Value Awards that have their vesting discretionarily accelerated, and all
Options and SARs that have their vesting discretionarily accelerated one hundred
percent (100%), other than, in either case, pursuant to (A) a merger or
Change in Control described in Section 20(c) hereof (including vesting
acceleration in connection with employment termination following such event),
(B) a Participant’s death, or (C) a Participant’s Disability, are
subject to the 5% Limit.  

     

    (iii)            Notwithstanding
the foregoing, the Administrator may accelerate the vesting of Full Value Awards
such that the Plan Minimum Vesting Requirements are still satisfied, without
such vesting acceleration counting toward the 5% Limit.

     

    (iv)            The
5% Limit applies in the aggregate to Full Value Award grants that do not satisfy
Plan Minimum Vesting Requirements and to the discretionary vesting acceleration
of Awards.

     

    5. Eligibility.  Awards
may be granted only to Service Providers.  Incentive Stock Options may
be granted only to Employees.  A Service Provider who has been granted
an Award may, if he or she is otherwise eligible, be granted an additional Award
or Awards.  Outside Directors may only be granted Awards as specified
in Section 11 hereof.

     

    6. Code Section 162(m)
Provisions.

    


    (a)            Option and SAR Annual Share
Limit.  No Participant shall be granted, in any Fiscal Year,
Options and Stock Appreciation Rights to purchase more than two million Shares;
provided, however, that such limit shall be three million Shares in the
Participant’s first Fiscal Year of Company service.

     

    (b)            Restricted Stock,
Performance Share and Restricted Stock Unit Annual Limit.  No
Participant shall be granted, in any Fiscal Year, more than one million Shares
in the aggregate of the following: (i) Restricted Stock,
(ii) Performance Shares, or (iii) Restricted Stock Units; provided,
however, that such limit shall be one million five hundred thousand Shares in
the Participant’s first Fiscal Year of Company service.

     

    (c) Performance Units Annual
Limit.  No Participant shall receive Performance Units, in any
Fiscal Year, having an initial value greater than $2,000,000, provided, however,
that such limit shall be $4,000,000 in the Participant’s first Fiscal Year of
Company service.

     

    (d)            Section 162(m)
Performance Restrictions.  For purposes of qualifying grants of
Restricted Stock, Performance Shares, Performance Units or Restricted Stock
Units as “performance-based compensation” under Section 162(m) of the Code,
the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals shall be set
by the Administrator on or before the latest date permissible to enable the
Restricted Stock, Performance Shares, Performance Units or Restricted Stock
Units to qualify as “performance-based compensation” under Section 162(m)
of the Code.  In granting Restricted Stock, Performance Shares,
Performance Units or Restricted Stock Units which are intended to qualify under
Section 162(m) of the Code, the Administrator shall follow any procedures
determined by it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code (e.g., in
determining the Performance Goals).

     

    (e)            Changes in
Capitalization.  The numerical limitations in
Sections 6(a) and (b) shall be adjusted proportionately in connection with
any change in the Company’s capitalization as described in
Section 20(a).

     

    7.            No
Repricing.  The exercise price for an Option or SAR may not be
reduced without the consent of the Company’s shareholders.  This shall
include, without limitation, a repricing of the Option or SAR as well as an
Option or SAR exchange program whereby the Participant agrees to cancel an
existing Option in exchange for cash, an Option, SAR or other
Award.  If an Option or SAR is cancelled in the same Fiscal Year in
which it was granted (other than in connection with a transaction described in
Section 20), the cancelled Option or SAR as well as any replacement Option
or SAR will be counted against the limits set forth in section
6(a) above.  Moreover, if the exercise price of an Option or SAR is
reduced, the transaction will be treated as a cancellation of the Option or SAR
and the grant of a new Option or SAR.

     

    8.            Stock
Options.

     

    (a) Type of
Option.  Each Option shall be designated in the Award Agreement
as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent
that the aggregate Fair Market Value of Shares subject to a Participant’s
incentive stock options granted by the Company, any Parent or Subsidiary, that
become exercisable for the first time during any calendar year (under all plans
of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options shall be treated as Nonstatutory Stock Options.  For purposes
of this Section 8(a), Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of the Shares
shall be determined as of the time of grant.

     

    (b) Term of
Option.  The term of each Option shall be stated in the Notice
of Grant; provided, however, that the term shall be ten years from the date of
grant or such shorter term as may be provided in the Notice of
Grant.  Moreover, in the case of an Incentive Stock Option granted to
a Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such shorter
term as may be provided in the Notice of Grant.

     

    (c) Exercise Price and
Consideration.

     

    (i) Exercise
Price.  The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:

     

    (A) In the case of an Incentive Stock
Option

     

    (1) granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than one hundred and ten percent (110%) of the
Fair Market Value per Share on the date of grant.

     

    (2) granted
to any Employee, the per Share exercise price shall be no less than one hundred
percent (100%) of the Fair Market Value per Share on the date of
grant.

     

    (B) In the case of a Nonstatutory Stock
Option, the per Share exercise price shall be no less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant.

     

    (ii) Consideration.  The
consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator and
may consist entirely of: (i) cash; (ii) check; (iii) other Shares which have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option will be exercised and provided that
accepting such Shares, in the sole discretion of the Administrator, will not
result in any adverse accounting consequences to the Company; (iv) net issue
exercise or “net exercise”; (v) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan; (vi) any combination of such methods of payment; or (vii) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws.

     

    9.            Stock Appreciation
Rights.

     

    (a)              Grant of
SARs.  Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Administrator, in its sole discretion.  Subject to
Section 6(a) hereof, the Administrator shall have complete discretion to
determine the number of SARs granted to any Participant.

     

    (b)              Exercise Price and other
Terms.  The per share exercise price for the Shares to be
issued pursuant to exercise of an SAR shall be determined by the Administrator
and shall be no less than 100% of the Fair Market Value per share on the date of
grant.  Otherwise, subject to Section 6(a) of the Plan, the
Administrator, subject to the provisions of the Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under the Plan;
provided, however, that no SAR may have a term of more than ten years from the
date of grant.

     

    (c)              Payment of SAR
Amount.  Upon exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:

     

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

     

    (ii)            The
number of Shares with respect to which the SAR is exercised.

     

    (d)              Payment upon Exercise of
SAR.  At the discretion of the Administrator, but only as
specified in the Award Agreement, payment for a SAR may be in cash, Shares or a
combination thereof.  If the Award Agreement is silent as to the form
of payment, payment of the SAR may only be in Shares.

     

    (e)            SAR
Agreement.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, whether it may be settled in cash, Shares or a
combination thereof, and such other terms and conditions as the Administrator,
in its sole discretion, shall determine.

     

    (f)            Expiration of
SARs.  A SAR granted under the Plan shall expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the
Award Agreement.

     

    10.            Exercise of Option
or SAR.

     

    (a) Procedure for Exercise;
Rights as a Shareholder. Any Option or SAR granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator, including performance criteria with respect to the Company and/or
the Participant, and as shall be permissible under the terms of the
Plan.

     

    An Option or SAR may not be exercised
for a fraction of a Share.

     

    An Option or SAR shall be deemed to be
exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Option or SAR by the person entitled to
exercise the Option or SAR and, with respect to Options only, full payment for
the Shares with respect to which the Option is exercised has been received by
the Company.  With respect to Options only, full payment may, as
authorized by the Administrator, consist of any consideration and method of
payment allowable under Section 8(c) of the Plan.  Until the
issuance (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 20 of
the Plan.

     

    (b) Termination of Status
as a Service Provider.  If a Participant ceases to serve as a
Service Provider, he or she may, but only within three (3) months (or such other
period of time as is determined by the Administrator and as set forth in the
Option or SAR Agreement) after the date he or she ceases to be a Service
Provider, exercise his or her Option or SAR to the extent that he or she was
entitled to exercise it at the date of such termination.  To the
extent that he or she was not entitled to exercise the Option or SAR at the date
of such termination, or if he or she does not exercise such Option or SAR (which
he or she was entitled to exercise) within the time specified herein, the
Option or SAR shall terminate.

     

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

     

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

     

    11.            Awards to Outside
Directors.  The provisions of this Section 11 are applicable
only to Outside Directors.  Outside Directors shall be entitled to
receive all types of Awards under the Plan.

     

    (a)            Initial
Grants.  Each Outside Director who first becomes an Outside
Director on or after the effective date of the Plan shall be entitled to
receive, as of the date that the individual first is appointed or elected as an
Outside Director, an Option covering 22,500 Shares (the “Initial
Grant”).   The Initial Grant shall be 100% vested on the grant
date, shall have a maximum ten year term, and shall have post-termination
exercisability provisions similar to those set forth in Section 10
hereof.

    


    (b)             Annual
Grants.  On the first trading day following the date of each
annual shareholder meeting, commencing with the 2010 annual shareholder meeting,
each Outside Director who has served as an Outside Director for at least six
months on that date shall be granted an Option covering 7,500 Shares (the
“Annual Grant”).  The Annual Grant shall be 100% vested on the grant
date, shall have a maximum ten year term, and shall have post-termination
exercisability provisions similar to those set forth in Section 10
hereof.

    


    (c)           Make-Up
Grant.  On the first trading day following the date of the 2009
shareholder meeting, each Outside Director shall be granted an Option covering
22,500 Shares (the “Make-Up Grant”); provided, however, that in the event that
any Make-Up Grant would not be in compliance with all Applicable Laws, no
Make-Up Grants shall be made until the making of all Make-Up Grants is in
compliance with all Applicable Laws.  The Make-Up Grant shall be 100%
vested on the grant date, shall have a maximum ten year term, and shall have
post-termination exercisability provisions similar to those set forth in Section
10 hereof.

    


    (d)           Discretionary
Grants.  In addition to the automatic grants under this Section
11, the Committee may make discretionary grants of Awards to Outside Directors
upon such terms and conditions as are determined by the Committee and otherwise
consistent with the Plan.

     

    12. Restricted
Stock.

     

    (a)             Grant of Restricted
Stock.  Subject to the terms and conditions of the Plan,
Restricted Stock may be granted to Participants at any time as shall be
determined by the Administrator, in its sole discretion.  Subject to
Section 6(b) hereof, the Administrator shall have complete discretion to
determine (i) the number of Shares subject to a Restricted Stock award
granted to any Participant, and (ii) the conditions that must be satisfied,
which typically will be based principally or solely on continued provision of
services but may include a performance-based component, upon which is
conditioned the grant, vesting or issuance of Restricted Stock.

     

    (b)             Other
Terms.  The Administrator, subject to the provisions of the
Plan, including the Plan Minimum Vesting Requirement, shall have complete
discretion to determine the terms and conditions of Restricted Stock granted
under the Plan; provided that Restricted Stock may only be issued in the form of
Shares.  Restricted Stock grants shall be subject to the terms,
conditions, and restrictions determined by the Administrator at the time the
stock or the restricted stock unit is awarded.  The Administrator may
require the recipient to sign a Restricted Stock Award agreement as a condition
of the award.  Any certificates representing the Shares of stock
awarded shall bear such legends as shall be determined by the
Administrator.

     

    (c)             Restricted Stock Award
Agreement.  Each Restricted Stock grant shall be evidenced by
an Award Agreement that shall specify the purchase price (if any) and such other
terms and conditions as the Administrator, in its sole discretion, shall
determine; provided; however, that if the Restricted Stock grant has a purchase
price, such purchase price must be paid no more than ten (10) years following
the date of grant.

     

    13. Restricted Stock
Units.

     

    (a)            Grant.  Restricted
Stock Units may be granted at any time and from time to time as determined by
the Administrator.  After the Administrator determines that it will
grant Restricted Stock Units under the Plan, it shall advise the Participant in
writing or electronically of the terms, conditions, and restrictions related to
the grant, including the number of Restricted Stock Units and the form of
payout, which, subject to Section 6(b) hereof, may be left to the
discretion of the Administrator.

     

    (b)            Vesting Criteria and Other
Terms.  Subject to the Plan Minimum Vesting Requirements, the
Administrator shall set vesting criteria in its discretion, which, depending on
the extent to which the criteria are met, will determine the number of
Restricted Stock Units that will be paid out to the Participant.  The
Administrator may set vesting criteria based upon the achievement of
Company-wide, business unit, or individual goals (including, but not limited to,
continued employment), or any other basis determined by the Administrator in its
discretion.

     

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

     

    (d)              Form and Timing of
Payment.  Payment of earned Restricted Stock Units shall be
made as soon as practicable after the date(s) set forth in the Restricted Stock
Unit Award Agreement.  The Administrator, in its sole discretion, but
only as specified in the Award Agreement, may pay earned Restricted Stock Units
in cash, Shares, or a combination thereof.  If the Award Agreement is
silent as to the form of payment, payment of the Restricted Stock Units may only
be in Shares.

     

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

     

    14.            Performance
Shares.

     

    (a)            Grant of Performance
Shares.  Subject to the terms and conditions of the Plan,
Performance Shares may be granted to Participants at any time as shall be
determined by the Administrator, in its sole discretion.  Subject to
Section 6(b) hereof, the Administrator shall have complete discretion to
determine (i) the number of Shares subject to a Performance Share award
granted to any Participant, and (ii) the conditions that must be satisfied,
which typically will be based principally or solely on achievement of
performance milestones but may include a service-based component, upon which is
conditioned the grant or vesting of Performance Shares.  Performance
Shares shall be granted in the form of units to acquire Shares.  Each
such unit shall be the equivalent of one Share for purposes of determining the
number of Shares subject to an Award.  Until the Shares are issued, no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the units to acquire Shares.

     

    (b)            Other
Terms.  The Administrator, subject to the provisions of the
Plan, subject to the Plan Minimum Vesting Requirements, shall have complete
discretion to determine the terms and conditions of Performance Shares granted
under the Plan.  Performance Share grants shall be subject to the
terms, conditions, and restrictions determined by the Administrator at the time
the stock is awarded, which may include such performance-based milestones as are
determined appropriate by the Administrator.  The Administrator may
require the recipient to sign a Performance Shares Award Agreement as a
condition of the award.  Any certificates representing the Shares of
stock awarded shall bear such legends as shall be determined by the
Administrator.

     

    (c)            Performance Share Award
Agreement.  Each Performance Share grant shall be evidenced by
an Award Agreement that shall specify such other terms and conditions as the
Administrator, in its sole discretion, shall determine.

     

    15. Performance
Units.

     

    (a) Grant of Performance
Units.  Performance Units are similar to Performance Shares,
except that they shall be settled in a cash equivalent to the Fair Market Value
of the underlying Shares, determined as of the vesting date.  Subject
to the terms and conditions of the Plan, Performance Units may be granted to
Participants at any time and from time to time as shall be determined by the
Administrator, in its sole discretion.  The Administrator shall have
complete discretion to determine the conditions that must be satisfied, which
typically will be based principally or solely on achievement of performance
milestones but may include a service-based component, upon which is conditioned
the grant or vesting of Performance Units.  Performance Units shall be
granted in the form of units to acquire Shares.  Each such unit shall
be the cash equivalent of one Share of Common Stock.  No right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to Performance Units or the cash payable thereunder.

     

    (b) Number of Performance
Units.  Subject to Section 6(c) hereof, the Administrator will
have complete discretion in determining the number of Performance Units granted
to any Participant.

     

    (c) Other
Terms.  The Administrator, subject to the provisions of the
Plan, including the Plan Minimum Vesting Requirements, shall have complete
discretion to determine the terms and conditions of Performance Units granted
under the Plan.  Performance Unit grants shall be subject to the
terms, conditions, and restrictions determined by the Administrator at the time
the grant is awarded, which may include such performance-based milestones as are
determined appropriate by the Administrator.  The Administrator may
require the recipient to sign a Performance Unit agreement as a condition of the
award.  Any certificates representing the units awarded shall bear
such legends as shall be determined by the Administrator.

     

    (d) Performance Unit Award
Agreement.  Each Performance Unit grant shall be evidenced by
an Award Agreement that shall specify such terms and conditions as the
Administrator, in its sole discretion, shall determine.

     

    16.             Deferred Stock
Units.

     

    (a)            Description.  Deferred
Stock Units shall consist of a Restricted Stock, Restricted Stock Unit,
Performance Share or Performance Unit Award that the Administrator, in its sole
discretion permits to be paid out in installments or on a deferred basis, in
accordance with rules and procedures established by the
Administrator.  Deferred Stock Units shall remain subject to the
claims of the Company’s general creditors until distributed to the
Participant.

     

    (b)            162(m)
Limits.  Deferred Stock Units shall be subject to the annual
Code Section 162(m) limits applicable to the underlying Restricted Stock,
Restricted Stock Unit, Performance Share or Performance Unit Award as set forth
in Section 6 hereof. 

     

    17.            Leaves of
Absence.  If as a condition to be granted an unpaid leave of
absence by the Company, a Participant agrees that vesting shall be suspended
during all or a portion of such leave of absence (except as otherwise required
by Applicable Laws) vesting of Awards granted hereunder shall cease during such
agreed upon portion of the unpaid leave of absence and shall only recommence
upon return to active service.

     

    18. Non-Transferability of Awards.  Except
as determined otherwise by the Administrator in its sole discretion (but never a
transfer of an Award in exchange for value), Awards may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Participant, only by the Participant, without the prior written
consent of the Administrator.

     

    19. Stock Withholding to Satisfy
Withholding Tax Obligations.  At the sole discretion of the
Administrator, when a Participant incurs tax liability in connection with the
exercise, vesting or payout, as applicable, of an Award, which tax liability is
subject to tax withholding under applicable tax laws, and the Participant is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Participant may (if permitted by the Administrator, in its sole
discretion) satisfy the withholding tax obligation by electing to have the
Company withhold from the Shares to be issued upon exercise of the Option or SAR
or the Shares to be issued upon payout or vesting of the other Award, if any,
that number of Shares having a Fair  Market Value equal to the amount
required to be withheld.  The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined (the “Tax Date”).

     

    All elections by a Participant to have
Shares withheld for this purpose shall be made in writing in a form acceptable
to the Administrator and shall be subject to the following
restrictions:

     

    (a)            the
election must be made on or prior to the applicable Tax Date; and

     

    (b)            all
elections shall be subject to the consent or disapproval of the
Administrator.

     

    In the event the election to have
Shares subject to an Award withheld is made by a Participant and the Tax Date is
deferred under Section 83 of the Code because no election is filed under
Section 83(b) of the Code, the Participant shall receive the full number of
Shares with respect to which the Option or SAR is exercised or other Award is
vested but such Participant shall be unconditionally obligated to tender back to
the Company the proper number of Shares on the Tax Date.

     

    20.            Adjustments Upon Changes in Capitalization,
Dissolution, Merger or Change in Control.

     

    (a) Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Award, the number of Shares subject to Initial Grants and Annual Grants,
as well as the price per share of Common Stock covered by each such outstanding
Award and the annual share limitations under Sections 6(a) and (b) hereof,
hereof shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Award.

     

    (b) Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for a
Participant to have the right to exercise his or her Option or SAR until ten
(10) days prior to such transaction as to all of the Awarded Stock covered
thereby, including Shares as to which the Award would not otherwise be
exercisable.  In addition, the Administrator may provide that any
Company repurchase option or forfeiture rights applicable to any Award shall
lapse as to one hundred percent (100%) of the Awarded Stock, and that any Award
vesting shall accelerate as to one hundred percent (100%) of the Awarded Stock,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously
exercised (with respect to Options and SARs) or vested (with respect to other
Awards), an Award will terminate immediately prior to the consummation of such
proposed action.

     

    (c) Change in
Control.

     

    (i)            Stock Options and
SARs.  In the event of a merger of the Company with or into
another corporation or a Change in Control, each outstanding Option and SAR
shall be assumed or an equivalent option or SAR substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation.  In the event that the successor corporation refuses to
assume or substitute for the Option or SAR, the Participant shall fully vest in
and have the right to exercise the Option or SAR as to all of the Awarded Stock,
including Shares as to which it would not otherwise be vested or
exercisable.  If an Option or SAR is not assumed or substituted for in
the event of a merger or Change in Control, the Administrator shall notify the
Participant in writing or electronically that the Award shall be fully
exercisable for a period of time as determined by the Administrator, and the
Award shall terminate upon expiration of such period.

     

    (ii)            Restricted Stock, Restricted
Stock Units, Performance Shares, Performance Units, Deferred Stock Units and
Dividend Equivalents.  In the event of a merger of the Company
with or into another corporation or a Change in Control, each outstanding
Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit,
Dividend Equivalent and Deferred Stock Unit award (and any related Dividend
Equivalent) shall be assumed or an equivalent Restricted Stock, Restricted Stock
Unit, Performance Share, Performance Unit, Dividend Equivalent and Deferred
Stock Unit award (and any related Dividend Equivalent) substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation.  In the event that the successor corporation refuses to
assume or substitute for the Restricted Stock, Restricted Stock Unit,
Performance Share, Performance Unit, Dividend Equivalent and Deferred Stock Unit
award (and any related Dividend Equivalent), the Participant shall fully vest in
the Restricted Stock, Restricted Stock Unit, Performance Share, Performance
Unit, Dividend Equivalent and Deferred Stock Unit award (and any related
Dividend Equivalent), including as to Shares (or with respect to Dividend
Equivalents and Performance Units, the cash equivalent thereof) which would not
otherwise be vested.  For the purposes of this paragraph, a Restricted
Stock, Restricted Stock Unit, Performance Share, Performance Unit, Dividend
Equivalent and Deferred Stock Unit award (and any related Dividend Equivalent)
shall be considered assumed if, following the merger or Change in Control, the
award confers the right to purchase or receive, for each Share (or with respect
to Dividend Equivalents and Performance Units, the cash equivalent thereof)
subject to the Award immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received in
the merger or Change in Control by holders of the Company’s common stock for
each Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received, for each Share and each unit/right to acquire a Share subject to
the Award (other than Dividend Equivalents and Performance Units) to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of the Company’s common
stock in the merger or Change in Control.

     

    21. Time of Granting Awards.  The
date of grant of an Award shall, for all purposes, be the date on which the
Administrator makes the determination granting such Award.  Notice of
the determination shall be given to each Service Provider to whom an Award is so
granted within a reasonable time after the date of such grant.

     

    22.            Term of
Plan.  The Plan shall continue in effect until May 21,
2019.

     

    23.            Amendment and Termination of the Plan.

     

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

     

    (b) Shareholder
Approval.  The Company shall obtain shareholder approval of any
Plan amendment to the extent necessary and desirable to comply with Rule 16b-3
or with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or
quoted).  Such shareholder approval, if required, shall be obtained in
such a manner and to such a degree as is required by the applicable law, rule or
regulation.

     

    (c) Effect of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Participant, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in writing and signed
by the Participant and the Company.

     

    24. Conditions Upon Issuance of Awards
and Shares.  No Award shall be granted under the Plan, nor
shall any Shares be issued pursuant to the exercise of an Option or SAR or the
vesting or payout of any Award, unless the granting and issuance of the Award,
or the issuance and delivery of the Shares pursuant to the exercise, vesting or
payout of an Award, as the case may be, shall comply with all Applicable Laws,
including, without limitation, the Securities Act, the Exchange Act, the rules
and regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     

    As a condition to the granting,
exercise, vesting or payout, as applicable, of an Award, the Company may require
the person receiving the grant of an Award, the person exercising an Option or
SAR, or, in the case of another type of Award (other than a Dividend Equivalent
or Performance Unit), the person receiving the Shares upon vesting or payout, to
render to the Company a written statement containing such representations and
warranties as, in the opinion of counsel for the Company, may be required to
ensure compliance with any of the aforementioned relevant provisions of law,
including a representation that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares,
if, in the opinion of counsel for the Company, such a representation is
required.

     

    25. Reservation of Shares.  The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.  Inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.