exv4w2






Exhibit 4.2




MERCADOLIBRE, INC.




2009 Equity Compensation Plan

(effective as of June 10th, 2009)





	1.	 	PURPOSE OF THE PLAN





          The purpose of the MercadoLibre, Inc. 2009 Equity Incentive Plan (the “Plan”) is (i)
to further the growth and success of MercadoLibre, Inc. (together with its successors and assigns,
the “Corporation”) and its Subsidiaries (as defined below) by enabling directors, officers,
managers, employees or agents of, and advisors, independent consultants or contractors to, the
Corporation or its Subsidiaries to acquire shares of Common Stock, U.S. $0.001 par value per share
(the “Common Stock”), of the Corporation, thereby increasing their personal growth and
success, and (ii) to provide a means of rewarding outstanding performance by such persons to the
Corporation and its Subsidiaries. Awards to be granted under this Plan shall include, but not be
limited to, (a) stock options (the “Options”), which may be, and shall be designated as,
either “incentive stock options” (“ISOs”) under the provisions of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”) or non-qualified stock options
(“NQOs”), and (b) restricted stock and such other awards of Common Stock (the
“Restricted Stock”) granted by the Corporation (collectively referred to herein as the
“Awards”). For purposes of this Plan, the term “Subsidiary” shall mean “Subsidiary
Corporation” as defined in Section 424(f) of the Code.




	2.	 	ADMINISTRATION OF THE PLAN





     (a) Committee



          The Plan shall be administered by the Board of Directors (the “Board”) or a committee
or committees (which term includes subcommittees) appointed by, and consisting of two or more
members of, the Board (the “Committee”). If and so long as the Common Stock is registered
under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the Plan
Administrator and the membership of any committee acting as Plan Administrator, with respect to any
persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions
regarding (a) “outside directors” as contemplated by Section 162(m) of the Code and (b)
“nonemployee directors” as contemplated by Rule 16b-3 under the Exchange Act. The Board may
delegate the responsibility for administering the Plan with respect to designated classes of
eligible persons to different committees consisting of two or more members of the Board, subject to
such limitations as the Board deems appropriate. Committee members shall serve for such term as
the Board may determine, subject to removal by the Board at any time.



     (b) Procedures



          If the Plan is administered by the Committee, the Board shall from time to time select a
Chairman from among the members of the Committee. The Committee shall adopt such rules and
regulations as it shall deem appropriate concerning the holding of meetings and the administration
of the Plan. A majority of the entire Committee shall constitute a quorum and the actions of a
majority of the members of the Committee present at a meeting at which a quorum is



 









 







present, or actions approved in writing by all of the members of the Committee, shall be the
actions of the Committee.



     (c) Interpretation



          Except as otherwise expressly provided in the Plan, the Committee shall have all powers with
respect to the administration of the Plan, including, without limitation, full power and authority
to interpret the provisions of the Plan and any Award Agreement (as defined in Section
5(b)), and to resolve all questions arising under the Plan. All decisions of the Board or the
Committee, as the case may be, shall be conclusive and binding on all participants in the Plan.




	3.	 	SHARES SUBJECT TO THE PLAN





     (a) Maximum Number of Shares


Subject to the provisions of Section 9 (relating to adjustments upon changes in capital
structure and other corporate transactions), the maximum number of Common Stock reserved and
available for delivery in connection with Awards under the Plan shall be the sum of (i) 294,529,
plus (ii) the number of shares of Common Stock with respect to Awards previously granted under the
Plan that terminate without being exercised, expire, are forfeited or canceled. Subject to the
provisions of Section 9, in no event shall the aggregate number of shares of Common Stock
which may be issued pursuant to ISOs exceed 294,529 shares.




     (b) Character of Shares



          The shares of Common Stock issuable pursuant to any Award granted under the Plan shall be (i)
authorized but unissued shares, (ii) shares of Common Stock held in the Corporation’s treasury,
(iii) shares acquired by the Corporation on any stock exchange in which such shares are traded, or
(iv) a combination of the foregoing.



     (c) Reservation of Shares



          The number of shares of Common Stock reserved for issuance under the Plan shall at no time be
less than the sum of (i) the maximum number of shares which may be purchased at any time pursuant
to outstanding Options, and (ii) the maximum number of shares subject to outstanding Restricted
Stock Awards.



4. ELIGIBILITY




          Awards may be granted under the Plan only to (i) persons who are employees or agents of, or
independent consultants, contractors and/or advisors to, the Corporation or any of its Subsidiaries
and (ii) persons who are directors, officers or managers of the Corporation or any of its
Subsidiaries. Only employees of the Corporation or any of its Subsidiaries shall be eligible for a
grant of ISOs. Notwithstanding the foregoing, Awards may be conditionally granted to persons who
are prospective employees, directors, officers or managers or agents of, or



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independent consultants, advisors or contractors to, the Corporation or any of its
Subsidiaries, to take effect when such position is finalized.




	5.	 	GRANT OF AWARDS





     (a) General



          Awards may be granted under the Plan at any time and from time to time on or prior to the
Expiration Date (as defined in Section 11). Subject to the provisions of the Plan, the
Committee shall, in its discretion, determine:




     (i) the persons (from among the class of persons eligible to receive Awards under the
Plan) to whom Awards shall be granted (the “Participants”);




     (ii) the time or times at which Awards shall be granted;




     (iii) the number of shares of Common Stock subject to each Award; and




     (iv) the time or times when each Award shall vest and, with respect to Options, the
duration of the exercise period.



     (b) Award Agreements



          Each Award granted under the Plan shall be evidenced by a written agreement substantially in
the form of Exhibit A for Options attached hereto (an “Award Agreement”),
containing such terms and conditions and in such form, not inconsistent with the Plan, as the
Committee shall, in its discretion, provide. Each Award Agreement shall be executed by the
Corporation and the Participant.



     (c) No Evidence of Employment or Service



          Nothing contained in the Plan or in any Award Agreement shall confer upon any Participant any
right with respect to the continuation of his or her employment by or service with the Corporation
or any of its Subsidiaries or interfere in any way with the right of the Corporation or any such
Subsidiary at any time to terminate such employment or service or to increase or decrease the
compensation of the Participant from the rate in existence at the time of the grant of an Award.



     (d) Date of Grant



          The date of grant of an Award under the Plan shall be the date as of which the Corporation and
Participant execute and deliver an Award Agreement, or if different, the date contemplated by the
Corporation for purposes of granting the Award; provided, however, that the grant
shall in no event be earlier than the date as of which the Participant becomes an employee,
officer, director or manager of, or independent consultant, advisor or contractor to, the
Corporation or one of its Subsidiaries.



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     (e) Limitations on Award



          Except to the extent an Award Agreement which evidences an Award granted to a covered employee
(within the meaning of Code section 162(m)) expressly and explicitly provides that such Award is
designed not to qualify as performance based compensation (within the meaning of Code section
162(m)), an Award shall be deemed as performance based compensation (within the meaning of Code
section 162(m)) for all Plan purposes. Notwithstanding any Plan provision to the contrary, in the
case of an Award that is performance based compensation (within the meaning of Code section
162(m)), (a) the maximum aggregate number of shares that may be subject to an Option granted in any
fiscal year to a Participant shall be 200,000; (b) the maximum aggregate number of shares of
Restricted Stock that may be granted to a Participant in any fiscal year shall be 200,000; and (c)
the maximum aggregate number of shares of Common Stock under any other Award that may be granted to
a Participant in any fiscal year shall be 200,000.




	6.	 	SPECIFIC TERMS OF OPTION AWARDS





     (a) OPTION PRICE



          (i) General



               The exercise price (the “Option Price”) for each share of Common Stock subject to an Option
shall be determined by the Committee and set forth in the Award Agreement; provided, however, that
such Option Price shall in no event be less than 100% (or 110% if Section 6(a)(ii) hereof applies)
of the fair value of the shares of Common Stock on the date of grant (the “Fair Market Value”).
For purposes of this Plan, the term “Fair Market Value” shall mean (i) the closing price of such
shares on the National Association of Securities Dealers Automated Quotations (NASDAQ) market (or
other national exchange on which such shares may be publicly traded) on the date of grant or (ii)
in the absence of an established market for the shares, the fair market value determined in good
faith by the Committee. The Committee may establish an alternative method of determining Fair
Market Value. Notwithstanding the foregoing, the Committee shall, to the extent Section 409A of
the Code applies, use a valuation method that satisfies Section 409A and any regulations
thereunder.



          (ii) Incentive Stock Options



               No ISO may be granted under the Plan to an employee who owns, directly or indirectly (within
the meaning of Sections 422(b)(6) and 424(d) of the Code), capital stock possessing more than 10%
of the total combined voting power of all classes of stock of the Corporation or any of its
Subsidiaries, unless (i) the Option Price of the shares of Common Stock subject to such ISO is
fixed at not less than 110% of the Fair Market Value on the date of grant of such ISO and (ii) such
ISO by its terms is not exercisable after the expiration of five years from the date it is granted.



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     (b) EXERCISABILITY OF OPTIONS



          (i) Committee Determination



               Each Option granted under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events (the “Vesting Date”), and for such number of shares of
Common Stock subject to the Option, as shall be determined by the Committee and set forth in the
Award Agreement evidencing such Option. If an Option is not at the time of grant immediately
exercisable, the Committee may (i) in the Award Agreement evidencing such Option, provide for the
acceleration of the Vesting Dates of the subject Option upon the occurrence of specified events
and/or (ii) at any time prior to the complete termination of an Option, accelerate the Vesting
Dates of such Option. In addition, the Committee shall have the discretion to grant Options which
are exercisable for unvested shares of Common Stock.



          (ii) Termination of Options



               Unless otherwise determined by the Committee in its discretion, the unexercised portion of any
Option granted under the Plan shall automatically terminate and shall become null and void and be
of no further force or effect upon the first to occur of the following (the “Termination
Date”):




     (A) the tenth anniversary on which such Option is granted (or fifth anniversary if
Section 6(a)(ii) hereof applies);




     (B) the expiration of 30 days from the date that the Participant ceases to be an
officer, manager, director, or employee of the Corporation or any of its Subsidiaries as a
result of a termination without Cause (as hereinafter defined);




     (C) the expiration of 10 days from the date that the Participant ceases to be an
officer, manager, director, or employee of the Corporation or any of its Subsidiaries, if
such termination is as a result of a termination for Cause or resignation. As used herein,
“Cause” shall have the meaning ascribed to it in the service agreement between the
Corporation and the applicable Participant or, if not defined therein or no such agreement
exists, then it shall mean (1) the conviction of a crime involving fraud, theft, dishonesty
or moral turpitude by the Participant; (2) the Participant’s willful and continuing
disregard of lawful instructions of the Board of the Corporation or superiors (if any) or
the Participant’s misconduct in carrying out his position and duties; (3) the continued use
of alcohol or drugs by the Participant, to an extent that in the good faith determination of
the Board of the Corporation, such use interferes in any manner with the performance of the
Participant’s duties and responsibilities; or (4) the Participant’s violation of any law
constituting a felony (including the Foreign Corrupt Practices Act of 1977) or the foreign
equivalent thereof;




     (D) the expiration of 10 days from the date that the Participant ceases to be an
independent consultant, contractor or advisor to or agent of the Corporation or any of its
Subsidiaries for any reason;



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     (E) the expiration of three (3) months from the date of such Participant’s death or
permanent disability (as such term is defined in Section 22(c)(3) of the Code) or, with
respect to any Participant who is a party to an employment agreement, such Participant’s
disability (as such term is defined, if at all, in the relevant employment agreement);




     (F) the expiration of such period of time or the occurrence of such event as the
Committee in its discretion may provide in the Award Agreement;




     (G) on the effective date of a Material Transaction (as defined in Section
8(c)(i)) to which Section 8(c)(ii) (relating to assumptions and substitutions of
Options) does not apply; and




     (H) except to the extent permitted by Section 8(c)(ii), the date on which an
Option or any part thereof or right or privilege relating thereto is transferred (otherwise
than by will or the laws of descent and distribution), assigned, pledged, hypothecated,
attached or otherwise disposed of by the Participant.


Anything contained in the Plan to the contrary notwithstanding, (i) an ISO granted under the Plan
shall not be considered an ISO to the extent that the aggregate Fair Market Value, determined on
the date of grant of such ISO, of all stock with respect to which ISOs are exercisable for the
first time by such Participant during any calendar year (under all plans of the Corporation and its
Subsidiaries) exceeds $100,000 and (ii) unless otherwise provided in an Option Agreement, no Option
granted under the Plan shall be affected by any change of duties or position of the Participant
(including a transfer to or from the Corporation or one of its Subsidiaries), so long as such
Participant continues to be an employee of the Corporation or one of its Subsidiaries.




          (iii) Termination of Employment



               For purposes of this Section 6(b), with respect to both ISOs and other Options granted to
employees of the Corporation or its Subsidiaries, a Participant on military leave, sick leave, or
an otherwise approved leave of absence from active employment will be terminated in accordance with
such policies and procedures established by the Corporation or its Subsidiaries, but such
Participant will be deemed to have terminated employment no later than three months after such
leave of absence commenced, or if later, the date such Participant no longer has a right to
reemployment with the Corporation or its Subsidiaries which is provided either by statute or by
contract.



     (c) PROCEDURE FOR EXERCISE



          (i) Payment



               At the time an Option is granted pursuant to the Plan, the Committee shall, in its discretion,
specify one or more of the following forms of payment which may be used by the Participant upon
exercise of his or her Option:




     (A) cash or personal or certified check payable to the Corporation in an amount equal
to the aggregate Option Price of the shares of Common Stock with respect to which the Option
is being exercised;



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     (B) stock certificates (in negotiable form) representing the shares of Common Stock
that have been owned by the Participant for at least six months and that have a Fair Market
Value on the date of exercise equal to the aggregate Option Price of the shares of Common
Stock with respect to which the Option is being exercised;




     (C) “cashless exercise” or “net exercise” but only if permitted by the Committee
pursuant to such procedures as may be established by the Committee;




     (D) any other consideration or in any other manner as the Committee may determine in
its sole discretion; or




     (E) a combination of the methods set forth in clauses (A), (B), (C) and (D) of this
subsection 6(c)(i).




     (ii) Notice



               A Participant (or other person, as provided in Section 9(b)) may exercise an Option
granted under the Plan in whole or in part (but for the purchase of whole Common Shares only), as
provided in the Award Agreement evidencing his Option, by delivering a written notice (the
“Notice”) to the Secretary of the Corporation or such other officer as designated in
procedures established by the Committee, on a form as attached as Exhibit C, provided that
such Participant or other person submits any required payment for such Options and otherwise
complies with such other terms and conditions as the Committee shall require. The Notice shall
state, or be accompanied by a writing stating, as the case may be:




     (A) that the Participant elects to exercise the Option;




     (B) the number of shares of Common Stock with respect to which the Option is being
exercised (the “Optioned Shares”) (provided that the number of such shares
shall be at least 100, unless the Option is exerciseable for less than 100 shares in which
case the Option shall be exercised with respect to all of such shares);




     (C) the method of payment for the Optioned Shares;




     (D) the date upon which the Participant desires to consummate the purchase (which date
must be prior to the termination of such Option);




     (E) payment for the Optioned Shares as provided in Section 6(c)(i), unless the
Participant has elected a “cashless exercise”; and




     (F) such further provisions consistent with the Plan as the Committee may from time to
time require.


The exercise date of an Option shall be the latest date on which the designated officer of the
Corporation receives the Notice from the Participant, receives such payment as may be required for
such Option, and the Participant complies with such other terms and conditions as might be required
to exercise such Option. Unless expressly permitted by the Committee with respect to


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such Option, informal or electronic communication shall not constitute Notice to the Corporation.




          (iii) Issuance of Shares



               The Corporation shall issue shares of Common Stock to the Participant (or such other person
exercising the Option in accordance with the provisions of Section 9(b)) for the Optioned
Shares as soon as practicable after receipt of the Notice and payment of the aggregate Option Price
for such shares of Common Stock. Neither the Participant nor any person exercising an Option in
accordance with the provisions of Section 9(b) shall have any privileges as a holder of
shares of Common Stock with respect to any shares of Common Stock subject to an Option granted
under the Plan until the date of payment for such shares of Common Stock pursuant to the Option and
the issuance of such shares of Common Stock.



     (d) REPRICING.



          The Corporation shall, under no circumstances, reprice any Options without the approval of the
Company’s stockholders. Subject to the approval of the Company’s stockholders, the Committee may,
to the extent consistent with the exemption for stock options under the Section 409A regulations
(if applicable), permit the voluntary surrender of all or a portion of any Option granted under the
Plan to be conditioned upon the granting to the Participant of a new Option for the same or a
different number of shares of Stock as the Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to such Participant. Subject to the
provisions of the Plan, such new Option shall be exercisable at the same price, during such period
and on such other terms and conditions as are specified by the Committee at the time the new Option
is granted. Upon surrender, the Options surrendered shall be canceled and the shares of Stock
previously subject to them shall be available for the grant of Awards under the Plan.




	7.	 	SPECIFIC TERMS OF RESTRICTED STOCK AWARDS





     (a) Grant and Restrictions



          Restricted Stock shall be subject to such restrictions, if any, on transferability, risk of
forfeiture and other restrictions, as the Committee may impose, which restrictions, if any, may
lapse separately or in combination at such times, under such circumstances (including based on
achievement of performance goals and/or future service requirements), in such installments or
otherwise, as the Committee may determine at the date of grant or thereafter. For purposes of
clarification, the Committee may grant to any Participant shares of Common Stock without any
restrictions. Except to the extent restricted under the terms of the Plan and any Award Agreement
relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the
rights of a stockholder, including the right to vote the Restricted Stock and the right to receive
dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the
Committee). During the restricted period applicable to the Restricted Stock, the Restricted Stock
may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the
Participant.



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     (b) Forfeiture



          Except as otherwise determined by the Committee at the time of the Award, upon termination of
a Participant’s employment during the applicable restriction period, the Participant’s Restricted
Stock that is at that time subject to restrictions shall be forfeited and reacquired by the
Company, provided that the Committee may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that restrictions or forfeiture conditions relating to
Restricted Stock shall be waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock.



     (c) Certificates for Stock



          Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing Restricted Stock are registered in the name of the
Participant, the Committee may require that such certificates bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such Restricted Stock, that the Corporation
retain physical possession of the certificates, and that the Participant deliver a stock power to
the Corporation, endorsed in blank, relating to the Restricted Stock.



     (d) Dividends and Splits



          As a condition to the grant of an Award of Restricted Stock, the Committee may require that
any cash dividends paid on a share of Restricted Stock be distributed in the form of additional
shares of Restricted Stock but only to the extent that the shares of Restricted Stock are subject
to any restrictions. Common Stock distributed in connection with a cash dividend, stock split or
stock dividend, and other property distributed as a dividend, shall be subject to restrictions and
a risk of forfeiture, if any, to the same extent as the Restricted Stock with respect to which such
Common Stock or other property has been distributed.




	8.	 	ADJUSTMENTS





     (a) Changes in Capital Structure



          Subject to Section 8(b), if the shares of Common Stock are changed by reason of a
split, reverse split or recapitalization, or converted into or exchanged for other securities as a
result of a merger, consolidation or reorganization, the Committee shall make such adjustments in
the number and class of shares of Common Stock with respect to which Awards may be granted under
the Plan as shall be equitable and appropriate in order to make such Awards, as nearly as may be
practicable, equivalent to such Awards immediately prior to such change. A corresponding
adjustment increasing or decreasing the number and, if applicable, changing the class, of shares of
Common Stock allocated to, and the Option Price of, each Award or portion thereof outstanding at
the time of such change shall likewise be made. Such adjustments shall be made in such a manner so
as not to cause the Award to become subject to the provisions of Section 409A of the Code.



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     (b) Incentive Stock Options



          The Committee may change the terms of Options outstanding under this Plan, with respect to the
Option Price or the number of shares of Common Stock subject to the Options, or both, when, in the
Committee’s judgment, such adjustments become appropriate by reason of a corporate transaction (as
defined in Treasury Regulation § 1.424-1(a)(1)(ii)); provided, however, that if by reason of such
corporate transaction an ISO is assumed or a new option is substituted therefor, the Committee may
only change the terms of such ISO such that (i) the excess of the aggregate Fair Market Value of
the shares of Common Stock subject to the Option immediately after the substitution or assumption,
over the aggregate option price of such shares, is not more than the excess of the aggregate Fair
Market Value of all shares of Common Stock subject to the Option immediately before such
substitution or assumption over the aggregate Option Price of such Shares, and (ii) the new option,
or the assumption of the old ISO does not give the Optionee additional benefits which he did not
have under the old ISO.



     (c) Material Transactions



          In the event of a dissolution or liquidation of the Corporation, a reorganization, merger or
consolidation in which the Corporation is not the surviving corporation, or a sale of all or
substantially all of the assets of the Corporation to another person or entity (each, a
“Material Transaction”), unless otherwise provided in the Award Agreement:




     (i) each holder of an Option outstanding at such time shall be given (A) written notice
of such Material Transaction at least 10 days prior to its proposed effective date (as
specified in such notice) and (B) an opportunity, during the period commencing with delivery
of such notice and ending 5 days prior to such proposed effective date, to exercise the
Option to the full extent to which such Option would have been exercisable by the
Participant at the expiration of such 10-day period; provided, however, that
upon the occurrence of a Material Transaction, all Options granted under the Plan and not so
exercised shall automatically terminate; and




     (ii) notwithstanding anything contained in the Plan to the contrary, Section
8(c)(i) shall not be applicable if provision shall be made in connection with such
Material Transaction for the assumption of outstanding Options by, or the substitution for
such Options of new options for equity securities of the surviving, successor or purchasing
corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the
number, kind and option prices of shares subject to such Options.




     (iii) notwithstanding anything contained in the Plan to the contrary, except as
provided in an Award Agreement, any restrictions on transferability, risk of forfeiture and
other restrictions on any Restricted Stock shall lapse immediately prior to the occurrence
of the Material Transaction, and such Participant shall have all of the rights of a holder
of Common Stock as of the occurrence of the Material Transaction.



     (d) Special Rules



          The following rules shall apply in connection with Section 8(a), (b) and (c) above:



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     (i) no fractional shares of Common Stock shall be issued as a result of any such
adjustment, and any fractional shares of Common Stock resulting from the computations
pursuant to Section 8(a), (b) or (c) shall be eliminated and the Participant shall receive
cash consideration for such fractional share of Common Stock at the rate of the Fair Market
Value of such share of Common Stock;




     (ii) no adjustment shall be made for cash dividends or the issuance of shares of Common
Stock or other securities to holders of rights to subscribe for such additional shares of
Common Stock or other securities;




     (iii) any adjustments referred to in this Section 8 shall be made by the Board or
Committee (as the case may be) in good faith and shall be conclusive and binding on all
persons holding Options granted under the Plan; and




     (iv) the Fair Market Value of a share of Common Stock shall be deemed to be the price
to be paid in such Material Transaction for a share of Common Stock.




	9.	 	RESTRICTIONS ON AWARDS





     (a) Compliance With Securities Laws



          No Awards shall be granted, and no shares of Common Stock shall be issued and delivered,
unless and until the Corporation and/or the Participant shall have complied with all applicable
laws, rules and regulations of all public agencies and authorities applicable to the issuance and
distribution of such shares of Common Stock and to the listing of such shares of Common Stock on
any stock exchange on which any of the shares of the capital stock of the Corporation may be
listed. As a condition of participating in the Plan, each Participant agrees to comply with all
such laws, rules and regulations and agrees to furnish to the Corporation all information and
undertakings as may be required to permit compliance with such laws, rules and regulations. Any
exercise of Options or grant of Restricted Stock shall be permitted only to the extent permitted by
the Company’s policy regarding insider trading or any successors to that policy.



     (b) Nonassignability of Option or Restricted Stock Rights



          Unless the prior written consent of the Committee is obtained (which consent may be withheld
for any reason), no Option granted under the Plan shall be assignable or otherwise transferable by
the Participant except by will or by the laws of descent and distribution. An Option may be
exercised during the lifetime of the Participant only by the Participant or such Participant’s
legal representative in the event that such Participant is legally disabled. If a Participant
dies, his or her Option shall thereafter be exercisable, during the period specified in Section
6(b)(ii)(E) by his or her executors or administrators to the full extent to which such Option
was exercisable by the Participant at the time of his or her death. Notwithstanding anything
contained in the Plan to the contrary, except as provided in an Award Agreement, any restrictions
on transferability, risk of forfeiture and other restrictions on any Restricted Stock shall lapse
in the event that such Participant is legally disabled or dies, and such Participant’s executors or
administrators shall have all of the rights of a holder of Common Stock as of the occurrence of
such disability or death.



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	10.	 	EFFECTIVE DATE OF PLAN





          This Plan shall become effective on the date that this Plan is approved by the Board (the
“Effective Date”); provided, however, that no Award shall be exercisable by
a Participant unless and until the Plan shall have been approved by the stockholders of the
Corporation in accordance with the provisions of the Corporation’s articles of incorporation and
by-laws, which approval shall be obtained by a simple majority vote of the stockholders, voting
either in person or by proxy, at a duly held stockholders’ meeting, or by written consent, within
12 months after the adoption of the Plan by the Board.




	11.	 	EXPIRATION AND TERMINATION OF THE PLAN





          No Awards may be granted after the Expiration Date. The Plan shall expire on the first to
occur of (i) the tenth anniversary of the Effective Date and (ii) the date as of which the Board,
in its sole discretion, determines that the Plan shall terminate (the “Expiration Date”).
Any Awards outstanding as of the Expiration Date shall remain in effect until the earlier of the
exercise thereof or the termination or the expiration of such Awards in accordance with their
respective terms.




	12.	 	AMENDMENT OF PLAN





          The Board may at any time modify and amend the Plan in any respect. Notwithstanding the
foregoing, the approval of the holders of a majority of the Company’s capital stock that has voting
power present in person or by means of remote communication or represented by proxy at a meeting of
the Company’s stockholders called for such purpose shall be obtained prior to any amendment to
Section 6(d) becoming effective and prior to any other amendment becoming effective if such
approval is required by law, the rules and regulations of any stock exchange on which the Company’s
stock is listed or is necessary to comply with regulations promulgated by the Securities and
Exchange Commission under Section 16(b) of the Securities Exchange Act of 1934, as amended or
Section 422 of the Code or the regulations promulgated by the Treasury Department thereunder. No
such amendment to the Plan shall affect the terms or provisions of any Award granted by the
Corporation prior to the effectiveness of such amendment unless otherwise agreed to by the holder
thereof.




	13.	 	CAPTIONS





          The use of captions in the Plan is for convenience. The captions are not intended to provide
substantive rights.




	14.	 	ACCOUNTS AND STATEMENTS





          The Corporation shall maintain records of the shares of Common Stock held by each Participant
and the details of each Award granted to the Participant, including (i) the number of shares of
Common Stock subject to the Award; (ii) the number of shares of Common Stock subject to, and the
Option Price of, each Option; (iii) the number of shares of Common Stock in respect of which the
Option has been exercised; (iv) the dates of such exercise; and (v) the maximum number of shares of
Common Stock which the Participant may still purchase under the Option.



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	15.	 	WITHHOLDING TAXES





          Whenever under the Plan shares of Common Stock are to be delivered by a Participant upon grant
of a Restricted Stock Award or upon exercise of an Option, the Corporation shall be entitled to
require as a condition of delivery that the Participant remit or, in appropriate cases, agree to
remit if and when due, an amount sufficient to satisfy any and all current or estimated future tax
obligations, whether in the United States or otherwise, including, but not limited to, Federal,
state and local income tax withholding obligations and/or the employee’s portion of any employment
tax requirements relating thereto and any other tax obligations or requirements of any applicable
jurisdiction or taxing authority.




	16.	 	OTHER PROVISIONS





          Each Award granted under the Plan may contain such other terms and conditions not inconsistent
with the Plan as may be determined by the Committee, in its sole discretion. If Option Shares
acquired by the exercise of an ISO granted under this Plan are disposed of within two years
following the date of grant of the ISO or one year following the issuance of the Option Shares to
the Participant (a “Disqualifying Disposition”), the holder of the Option Shares shall,
immediately prior to such Disqualifying Disposition, notify the Corporation in writing of the date
and terms of such Disqualifying Disposition and provide such other information regarding the
Disqualifying Disposition as the Corporation may reasonably require.




	17.	 	NUMBER AND GENDER





          With respect to words used in the Plan, the singular form shall include the plural form, the
masculine gender shall include the feminine gender, and vice-versa, as the context requires




	18.	 	GOVERNING LAW





          The validity and construction of the Plan and the instruments evidencing the Awards granted
hereunder shall be governed by the laws of the State of Delaware.





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