exv10w1






Exhibit 10.1




GENOMIC HEALTH, INC.




2005 STOCK INCENTIVE PLAN




(Adopted by the Board on September 8, 2005,




and amended and restated by the Board on January 28, 2009.)




Genomic Health, Inc.

2005 Stock Incentive Plan





 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 1.

	 	ESTABLISHMENT AND PURPOSE
	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.

	 	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	(a)

	 	“Affiliate”
	 	 	1	 
	 
	 	 	 	 	 	 
	(b)

	 	“Award”
	 	 	1	 
	 
	 	 	 	 	 	 
	(c)

	 	“Board of Directors”
	 	 	1	 
	 
	 	 	 	 	 	 
	(d)

	 	“Change in Control”
	 	 	1	 
	 
	 	 	 	 	 	 
	(e)

	 	“Code”
	 	 	2	 
	 
	 	 	 	 	 	 
	(f)

	 	“Committee”
	 	 	2	 
	 
	 	 	 	 	 	 
	(g)

	 	“Company”
	 	 	2	 
	 
	 	 	 	 	 	 
	(h)

	 	“Consultant”
	 	 	3	 
	 
	 	 	 	 	 	 
	(i)

	 	“Employee”
	 	 	3	 
	 
	 	 	 	 	 	 
	(j)

	 	“Exchange Act”
	 	 	3	 
	 
	 	 	 	 	 	 
	(k)

	 	“Exercise Price”
	 	 	3	 
	 
	 	 	 	 	 	 
	(l)

	 	“Fair Market Value”
	 	 	3	 
	 
	 	 	 	 	 	 
	(m)

	 	“ISO”
	 	 	3	 
	 
	 	 	 	 	 	 
	(n)

	 	“Nonstatutory Option” or “NSO”
	 	 	3	 
	 
	 	 	 	 	 	 
	(o)

	 	“Offeree”
	 	 	4	 
	 
	 	 	 	 	 	 
	(p)

	 	“Option”
	 	 	4	 
	 
	 	 	 	 	 	 
	(q)

	 	“Optionee”
	 	 	4	 
	 
	 	 	 	 	 	 
	(r)

	 	“Outside Director”
	 	 	4	 
	 
	 	 	 	 	 	 
	(s)

	 	“Parent”
	 	 	4	 
	 
	 	 	 	 	 	 
	(t)

	 	“Participant”
	 	 	4	 
	 
	 	 	 	 	 	 
	(u)

	 	“Plan”
	 	 	4	 
	 
	 	 	 	 	 	 
	(v)

	 	“Purchase Price”
	 	 	4	 
	 
	 	 	 	 	 	 
	(w)

	 	“Restricted Share”
	 	 	4	 
	 
	 	 	 	 	 	 
	(x)

	 	“Restricted Share Agreement”
	 	 	4	 
	 
	 	 	 	 	 	 
	(y)

	 	“SAR”
	 	 	4	 
	 
	 	 	 	 	 	 
	(z)

	 	“SAR Agreement”
	 	 	4	 
	 
	 	 	 	 	 	 
	(aa)

	 	“Service”
	 	 	4	 
	 
	 	 	 	 	 	 
	(bb)

	 	“Share”
	 	 	5	 
	 
	 	 	 	 	 	 
	(cc)

	 	“Stock”
	 	 	5	 
	 
	 	 	 	 	 	 
	(dd)

	 	“Stock Option Agreement”
	 	 	5	 
	 
	 	 	 	 	 	 
	(ee)

	 	“Stock Unit”
	 	 	5	 





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2005 Stock Incentive Plan






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	(ff)

	 	“Stock Unit Agreement”
	 	 	5	 
	 
	 	 	 	 	 	 
	(gg)

	 	“Subsidiary”
	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 3.

	 	ADMINISTRATION
	 	 	5	 
	 
	 	 	 	 	 	 
	(a)

	 	Committee Composition
	 	 	5	 
	 
	 	 	 	 	 	 
	(b)

	 	Committee for Non-Officer Grants
	 	 	5	 
	 
	 	 	 	 	 	 
	(c)

	 	Committee Procedures
	 	 	6	 
	 
	 	 	 	 	 	 
	(d)

	 	Committee Responsibilities
	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 4.

	 	ELIGIBILITY
	 	 	7	 
	 
	 	 	 	 	 	 
	(a)

	 	General Rule
	 	 	7	 
	 
	 	 	 	 	 	 
	(b)

	 	Automatic Grants to Outside Directors
	 	 	7	 
	 
	 	 	 	 	 	 
	(c)

	 	Ten-Percent Stockholders
	 	 	8	 
	 
	 	 	 	 	 	 
	(d)

	 	Attribution Rules
	 	 	8	 
	 
	 	 	 	 	 	 
	(e)

	 	Outstanding Stock
	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 5.

	 	STOCK SUBJECT TO PLAN
	 	 	8	 
	 
	 	 	 	 	 	 
	(a)

	 	Basic Limitation
	 	 	8	 
	 
	 	 	 	 	 	 
	(b)

	 	Award Limitation
	 	 	9	 
	 
	 	 	 	 	 	 
	(c)

	 	Additional Shares
	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 6.

	 	RESTRICTED SHARES
	 	 	9	 
	 
	 	 	 	 	 	 
	(a)

	 	Restricted Stock Agreement
	 	 	9	 
	 
	 	 	 	 	 	 
	(b)

	 	Payment for Awards
	 	 	9	 
	 
	 	 	 	 	 	 
	(c)

	 	Vesting
	 	 	9	 
	 
	 	 	 	 	 	 
	(d)

	 	Voting and Dividend Rights
	 	 	9	 
	 
	 	 	 	 	 	 
	(e)

	 	Restrictions on Transfer of Shares
	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 7.

	 	TERMS AND CONDITIONS OF OPTIONS
	 	 	10	 
	 
	 	 	 	 	 	 
	(a)

	 	Stock Option Agreement
	 	 	10	 
	 
	 	 	 	 	 	 
	(b)

	 	Number of Shares
	 	 	10	 
	 
	 	 	 	 	 	 
	(c)

	 	Exercise Price
	 	 	10	 
	 
	 	 	 	 	 	 
	(d)

	 	Withholding Taxes
	 	 	10	 
	 
	 	 	 	 	 	 
	(e)

	 	Exercisability and Term
	 	 	10	 
	 
	 	 	 	 	 	 
	(f)

	 	Exercise of Options
	 	 	10	 
	 
	 	 	 	 	 	 
	(g)

	 	Effect of Change in Control
	 	 	11	 
	 
	 	 	 	 	 	 
	(h)

	 	No Rights as a Stockholder
	 	 	11	 
	 
	 	 	 	 	 	 
	(i)

	 	Modification, Extension and Renewal of Options
	 	 	11	 
	 
	 	 	 	 	 	 
	(j)

	 	Restrictions on Transfer of Shares
	 	 	11	 
	 
	 	 	 	 	 	 
	(k)

	 	Buyout Provisions
	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 8.

	 	PAYMENT FOR SHARES
	 	 	11	 
	 
	 	 	 	 	 	 
	(a)

	 	General Rule
	 	 	11	 





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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	(b)

	 	Surrender of Stock
	 	 	11	 
	 
	 	 	 	 	 	 
	(c)

	 	Services Rendered
	 	 	12	 
	 
	 	 	 	 	 	 
	(d)

	 	Cashless Exercise
	 	 	12	 
	 
	 	 	 	 	 	 
	(e)

	 	Exercise/Pledge
	 	 	12	 
	 
	 	 	 	 	 	 
	(f)

	 	Promissory Note
	 	 	12	 
	 
	 	 	 	 	 	 
	(g)

	 	Other Forms of Payment
	 	 	12	 
	 
	 	 	 	 	 	 
	(h)

	 	Limitations under Applicable Law
	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 9.

	 	STOCK APPRECIATION RIGHTS
	 	 	12	 
	 
	 	 	 	 	 	 
	(a)

	 	SAR Agreement
	 	 	12	 
	 
	 	 	 	 	 	 
	(b)

	 	Number of Shares
	 	 	12	 
	 
	 	 	 	 	 	 
	(c)

	 	Exercise Price
	 	 	12	 
	 
	 	 	 	 	 	 
	(d)

	 	Exercisability and Term
	 	 	13	 
	 
	 	 	 	 	 	 
	(e)

	 	Effect of Change in Control
	 	 	13	 
	 
	 	 	 	 	 	 
	(f)

	 	Exercise of SARs
	 	 	13	 
	 
	 	 	 	 	 	 
	(g)

	 	Modification or Assumption of SARs
	 	 	13	 
	 
	 	 	 	 	 	 
	(h)

	 	Buyout Provisions
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 10.

	 	STOCK UNITS
	 	 	13	 
	 
	 	 	 	 	 	 
	(a)

	 	Stock Unit Agreement
	 	 	13	 
	 
	 	 	 	 	 	 
	(b)

	 	Payment for Awards
	 	 	13	 
	 
	 	 	 	 	 	 
	(c)

	 	Vesting Conditions
	 	 	14	 
	 
	 	 	 	 	 	 
	(d)

	 	Voting and Dividend Rights
	 	 	14	 
	 
	 	 	 	 	 	 
	(e)

	 	Form and Time of Settlement of Stock Units
	 	 	14	 
	 
	 	 	 	 	 	 
	(f)

	 	Death of Recipient
	 	 	14	 
	 
	 	 	 	 	 	 
	(g)

	 	Creditors’ Rights
	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 11.

	 	ADJUSTMENT OF SHARES
	 	 	14	 
	 
	 	 	 	 	 	 
	(a)

	 	Adjustments
	 	 	14	 
	 
	 	 	 	 	 	 
	(b)

	 	Dissolution or Liquidation
	 	 	15	 
	 
	 	 	 	 	 	 
	(c)

	 	Reorganizations
	 	 	15	 
	 
	 	 	 	 	 	 
	(d)

	 	Reservation of Rights
	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 12.

	 	DEFERRAL OF AWARDS
	 	 	16	 
	 
	 	 	 	 	 	 
	(a)

	 	Committee Powers
	 	 	16	 
	 
	 	 	 	 	 	 
	(b)

	 	General Rules
	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 13.

	 	AWARDS UNDER OTHER PLANS
	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 14.

	 	PAYMENT OF DIRECTOR’S FEES IN SECURITIES
	 	 	17	 
	 
	 	 	 	 	 	 
	(a)

	 	Effective Date
	 	 	17	 
	 
	 	 	 	 	 	 
	(b)

	 	Elections to Receive NSOs, Restricted Shares or Stock Units
	 	 	17	 
	 
	 	 	 	 	 	 
	(c)

	 	Number and Terms of NSOs, Restricted Shares or Stock Units
	 	 	17	 




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2005 Stock Incentive Plan




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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 15.

	 	LEGAL AND REGULATORY REQUIREMENTS
	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 16.

	 	WITHHOLDING TAXES
	 	 	17	 
	 
	 	 	 	 	 	 
	(a)

	 	General
	 	 	17	 
	 
	 	 	 	 	 	 
	(b)

	 	Share Withholding
	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 17.

	 	OTHER PROVISIONS APPLICABLE TO AWARDS
	 	 	18	 
	 
	 	 	 	 	 	 
	(a)

	 	Transferability
	 	 	18	 
	 
	 	 	 	 	 	 
	(b)

	 	Qualifying Performance Criteria
	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 18.

	 	NO EMPLOYMENT RIGHTS
	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 19.

	 	DURATION AND AMENDMENTS
	 	 	19	 
	 
	 	 	 	 	 	 
	(a)

	 	Term of the Plan
	 	 	19	 
	 
	 	 	 	 	 	 
	(b)

	 	Right to Amend or Terminate the Plan
	 	 	19	 
	 
	 	 	 	 	 	 
	(c)

	 	Effect of Termination
	 	 	19	 
	 
	 	 	 	 	 	 
	SECTION 20.

	 	EXECUTION
	 	 	20	 






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2005 Stock Incentive Plan





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GENOMIC HEALTH, INC.




2005 STOCK INCENTIVE PLAN




(As amended and restated on January 28, 2009)




SECTION 1. ESTABLISHMENT AND PURPOSE.




     The Plan was adopted by the Board of Directors on September 8, 2005, and shall be effective as
of the date of the initial offering of Stock to the public pursuant to a registration statement
filed by the Company with the Securities and Exchange Commission (the “Effective Date”). The Plan
was amended and restated on January 28, 2009. The purpose of the Plan is to promote the long-term
success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside
Directors and Consultants to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Employees, Outside Directors and Consultants with exceptional
qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder
interests through increased stock ownership. The Plan seeks to achieve this purpose by providing
for Awards in the form of restricted shares, stock units, options (which may constitute incentive
stock options or nonstatutory stock options) or stock appreciation rights.



SECTION 2. DEFINITIONS.




     (a) “Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or
more Subsidiaries own not less than 50% of such entity.



     (b) “Award” shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under
the Plan.



     (c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from
time to time.



     (d) “Change in Control” shall mean the occurrence of any of the following events:




     (i) A change in the composition of the Board of Directors occurs, as a result of which
fewer than one-half of the incumbent directors are directors who either:




     (A) Had been directors of the Company on the “look-back date” (as defined
below) (the “original directors”); or




     (B) Were elected, or nominated for election, to the Board of Directors with the
affirmative votes of at least a majority of the aggregate of the original directors
who were still in office at the time of the election or nomination and the directors
whose election or nomination was previously so approved (the “continuing
directors”); or



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2005 Stock Incentive Plan





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     (ii) Any “person” (as defined below) who by the acquisition or aggregation of
securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company’s then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having the right to vote at
elections of directors (the “Base Capital Stock”); except that any change in the relative
beneficial ownership of the Company’s securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Base Capital Stock, and any
decrease thereafter in such person’s ownership of securities, shall be disregarded until
such person increases in any manner, directly or indirectly, such person’s beneficial
ownership of any securities of the Company; or




     (iii) The consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization own
immediately after such merger, consolidation or other reorganization 50% or more of the
voting power of the outstanding securities of each of (A) the continuing or surviving entity
and (B) any direct or indirect parent corporation of such continuing or surviving entity; or




     (iv) The sale, transfer or other disposition of all or substantially all of the
Company’s assets.



     For purposes of subsection (d)(i) above, the term “look-back” date shall mean the later of (1)
the Effective Date or (2) the date 24 months prior to the date of the event that may constitute a
Change in Control.



     For purposes of subsection (d)(ii)) above, the term “person” shall have the same meaning as
when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other
fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent
or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of the Stock.



     Any other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a
Change in Control if its sole purpose is to change the state of the Company’s incorporation or 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, and a Change in Control
shall not be deemed to occur if the Company files a registration statement with the United States
Securities and Exchange Commission for the initial offering of Stock to the public.



     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (f) “Committee” shall mean the Compensation Committee as designated by the Board of
Directors, which is authorized to administer the Plan, as described in Section 3 hereof.



     (g) “Company” shall mean Genomic Health, Inc., a Delaware corporation.



Genomic Health, Inc.

2005 Stock Incentive Plan



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     (h) “Consultant” shall mean a consultant or advisor who provides bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate as an independent contractor (not including service
as a member of the Board of Directors) or a member of the board of directors of a Parent or a
Subsidiary, in each case who is not an Employee.



     (i) “Employee” shall mean any individual who is a common-law employee of the Company, a
Parent, a Subsidiary or an Affiliate.



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



     (k) “Exercise Price” shall mean, in the case of an Option, the amount for which one Share
may be purchased upon exercise of such Option, as specified in the applicable Stock Option
Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the
applicable SAR Agreement, which is subtracted from the Fair Market Value of one Share in
determining the amount payable upon exercise of such SAR.



     (l) “Fair Market Value” with respect to a Share, shall mean the market price of one Share,
determined by the Committee as follows:




     (i) If the Stock was traded over-the-counter on the date in question but was not traded
on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last
transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall
be equal to the mean between the last reported representative bid and asked prices quoted
for such date by the principal automated inter-dealer quotation system on which the Stock is
quoted or, if the Stock is not quoted on any such system, by the Pink Sheets LLC;




     (ii) If the Stock was traded on The Nasdaq Stock Market, then the Fair Market Value
shall be equal to the last reported sale price quoted for such date by The Nasdaq Stock
Market;




     (iii) If the Stock was traded on a United States stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price reported for such
date by the applicable composite-transactions report; and




     (iv) If none of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith on such basis as it deems appropriate.


In all cases, the determination of Fair Market Value by the Committee shall be conclusive and
binding on all persons.




     (m) “ISO” shall mean an employee incentive stock option described in Section 422 of the
Code.



     (n) “Nonstatutory Option” or “NSO” shall mean an employee stock option that is not an ISO.



Genomic Health, Inc.

2005 Stock Incentive Plan



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     (o) “Offeree” shall mean an individual to whom the Committee has offered the right to
acquire Shares under the Plan (other than upon exercise of an Option).



     (p) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling
the holder to purchase Shares.



     (q) “Optionee” shall mean an individual or estate who holds an Option or SAR.



     (r) “Outside Director” shall mean a member of the Board of Directors who is not a
common-law employee of, or paid consultant to, the Company, a Parent or a Subsidiary.



     (s) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be a Parent commencing as of such date.



     (t) “Particip ant” shall mean an individual or estate who holds an Award.



     (u) “Plan” shall mean this 2005 Stock Incentive Plan of Genomic Health, Inc., as amended
from time to time.



     (v) “Purchase Price” shall mean the consideration for which one Share may be acquired under
the Plan (other than upon exercise of an Option), as specified by the Committee.



     (w) “Restricted Share” shall mean a Share awarded under the Plan.



     (x) “Restricted Share Agreement” shall mean the agreement between the Company and the
recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to
such Restricted Shares.



     (y) “SAR” shall mean a stock appreciation right granted under the Plan.



     (z) “SAR Agreement” shall mean the agreement between the Company and an Optionee which
contains the terms, conditions and restrictions pertaining to his or her SAR.



     (aa) “Service” shall mean service as an Employee, Consultant or Outside Director, subject to
such further limitations as may be set forth in the Plan or the applicable Stock Option Agreement,
SAR Agreement, Restricted Share Agreement or Stock Unit Agreement. Service does not terminate when
an Employee goes on a bona fide leave of absence, that was approved by the Company in writing, if
the terms of the leave provide for continued Service crediting, or when continued Service crediting
is required by applicable law. However, for purposes of determining whether an Option is entitled
to ISO status, an Employee’s employment will be treated as terminating 90 days after such Employee
went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a
contract. Service terminates in any event when the approved leave ends, unless such Employee
immediately returns to active work. The Company determines which leaves count toward Service, and
when Service terminates for all purposes under the Plan.



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2005 Stock Incentive Plan


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     (bb) “Share” shall mean one share of Stock, as adjusted in accordance with Section 11 (if
applicable). All share numbers herein assume, and no adjustment shall be made in respect of, the
one-for-three reverse split of the Stock approved by the Board of Directors on the date of initial
adoption of the Plan.



     (cc) “Stock” shall mean the Common Stock of the Company.



     (dd) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to such Option.



     (ee) “Stock Unit” shall mean a bookkeeping entry representing the equivalent of one Share,
as awarded under the Plan.



     (ff) “Stock Unit Agreement” shall mean the agreement between the Company and the recipient of
a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit.



     (gg) “Subsidiary” shall mean any corporation, if the Company and/or one or more other
Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding
stock of such corporation. A corporation that attains the status of a Subsidiary on a date after
the adoption of the Plan shall be considered a Subsidiary commencing as of such date.



     (hh) “Total and Permanent Disability” shall mean permanent and total disability as defined by
section 22(e)(3) of the Code.



SECTION 3. ADMINISTRATION.




     (a) Committee Composition. The Plan shall be administered by the Committee. The Committee
shall consist of two or more directors of the Company, who shall be appointed by the Board. In
addition, the composition of the Committee shall satisfy (i) such requirements as the Securities
and Exchange Commission may establish for administrators acting under plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as
the Internal Revenue Service may establish for outside directors acting under plans intended to
qualify for exemption under Section 162(m)(4)(C) of the Code.



     (b) Committee for Non-Officer Grants. The Board may also appoint one or more separate
committees of the Board, each composed of one or more directors of the Company who need not satisfy
the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not
considered officers or directors of the Company under Section 16 of the Exchange Act, may grant
Awards under the Plan to such Employees and may determine all terms of such grants. Within the
limitations of the preceding sentence, any reference in the Plan to the Committee shall include
such committee or committees appointed pursuant to the preceding sentence. The Board of Directors
may also authorize one or more officers of the Company to designate Employees, other than officers
under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such
Awards to be received by such persons; provided, however, that the Board of Directors shall specify
the total number of Awards that such officers may so award.



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2005 Stock Incentive Plan


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     (c) Committee Procedures. The Board of Directors shall designate one of the members of the
Committee as chairman. The Committee may hold meetings at such times and places as it shall
determine. The acts of a majority of the Committee members present at meetings at which a quorum
exists, or acts reduced to or approved in writing (including via email) by all Committee members,
shall be valid acts of the Committee.



     (d) Committee Responsibilities. Subject to the provisions of the Plan, the Committee shall
have full authority and discretion to take the following actions:




     (i) To interpret the Plan and to apply its provisions;




     (ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;




     (iii) To adopt, amend or terminate sub-plans established for the purpose of satisfying
applicable foreign laws including qualifying for preferred tax treatment under applicable
foreign tax laws;




     (iv) To authorize any person to execute, on behalf of the Company, any instrument
required to carry out the purposes of the Plan;




     (v) To determine when Awards are to be granted under the Plan;




     (vi) To select the Offerees and Optionees;




     (vii) To determine the number of Shares to be made subject to each Award;




     (viii) To prescribe the terms and conditions of each Award, including (without
limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award
(including accelerating the vesting of Awards, either at the time of the Award or
thereafter, without the consent of the Participant), to determine whether an Option is to be
classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the
agreement relating to such Award;




     (ix) To amend any outstanding Award agreement, subject to applicable legal restrictions
and to the consent of the Participant if the Participant’s rights or obligations would be
materially impaired;




     (x) To prescribe the consideration for the grant of each Award or other right under the
Plan and to determine the sufficiency of such consideration;




     (xi) To determine the disposition of each Award or other right under the Plan in the
event of a Participant’s divorce or dissolution of marriage;




     (xii) To determine whether Awards under the Plan will be granted in replacement of
other grants under an incentive or other compensation plan of an acquired business;



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2005 Stock Incentive Plan



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     (xiii) To correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award agreement;




     (xiv) To establish or verify the extent of satisfaction of any performance goals or
other conditions applicable to the grant, issuance, exercisability, vesting and/or ability
to retain any Award; and




     (xv) To take any other actions deemed necessary or advisable for the administration of
the Plan.


Subject to the requirements of applicable law, the Committee may designate persons other than
members of the Committee to carry out its responsibilities and may prescribe such conditions and
limitations as it may deem appropriate, except that the Committee may not delegate its authority
with regard to the selection for participation of or the granting of Options or other rights under
the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and
other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all
persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be
liable for any action that he has taken or has failed to take in good faith with respect to the
Plan, any Option, or any right to acquire Shares under the Plan.




SECTION 4. ELIGIBILITY.




     (a) General Rule. Only common-law employees of the Company, a Parent or a Subsidiary shall
be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be
eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs.



     (b) Automatic Grants to Outside Directors.




     (i) Each Outside Director who first joins the Board of Directors on or after the
Effective Date, and who was not previously an Employee, shall receive a Nonstatutory Option,
subject to approval of the Plan by the Company’s stockholders, to purchase 16,500 Shares
(subject to adjustment under Section 11) on the date of his or her election to the Board of
Directors. Twenty-five percent (25%) of the Shares subject to each Option granted under this
Section 4(b)(i) shall vest and become exercisable on the first anniversary of the date of
grant. The balance of the Shares subject to such Option (i.e. the remaining seventy-five
percent (75%)) shall vest and become exercisable monthly over a three-year period beginning
on the day which is one month after the first anniversary of the date of grant, at a monthly
rate of 2.0833% of the total number of Shares subject to such Option. Notwithstanding the
foregoing, each such Option shall become vested if a Change in Control occurs with respect
to the Company during the Optionee’s Service.




     (ii) On the first business day following the conclusion of each regular annual meeting
of the Company’s stockholders, commencing with the annual meeting occurring after the
Effective Date, each Outside Director who was not elected to the Board for the first time at
such meeting and who will continue serving as a member of the Board of Directors thereafter
shall receive an Option to purchase 8,250 Shares (subject to



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adjustment under Section 11), provided that such Outside Director has served on the
Board of Directors for at least six months. Each Option granted under this Section 4(b)(ii)
shall vest and become exercisable on the first anniversary of the date of grant; provided,
however, that each such Option shall become exercisable in full immediately prior to the
next regular annual meeting of the Company’s stockholders following such date of grant in
the event such meeting occurs prior to such first anniversary date. Notwithstanding the
foregoing, each Option granted under this Section 4(b)(ii) shall become vested if a Change
in Control occurs with respect to the Company during the Optionee’s Service.




     (iii) The Exercise Price of all Nonstatutory Options granted to an Outside Director
under this Section 4(b) shall be equal to 100% of the Fair Market Value of a Share on the
date of grant, payable in one of the forms described in Section 8(a), (b) or (d).




     (iv) All Nonstatutory Options granted to an Outside Director under this Section 4(b)
shall terminate on the earlier of (A) the day before the tenth anniversary of the date of
grant of such Options or (B) the date twelve months after the termination of such Outside
Director’s Service for any reason; provided, however, that any such Options that are not
vested upon the termination of the Outside Director’s Service as a member of the Board of
Directors for any reason shall terminate immediately and may not be exercised.



     (c) Ten-Percent Stockholder. An Employee who owns more than 10% of the total combined voting
power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be
eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5)
of the Code.



     (d) Attribution Rules. For purposes of Section 4(c) above, in determining stock ownership, an
Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee’s
brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately
by or for its stockholders, partners or beneficiaries.



     (e) Outstanding Stock. For purposes of Section 4(c) above, “outstanding stock” shall include
all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall
not include shares authorized for issuance under outstanding options held by the Employee or by any
other person.



SECTION 5. STOCK SUBJECT TO PLAN.




     (a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares
or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan
shall not exceed 8,980,000 Shares. The limitations of this Section 5(a) shall be subject to
adjustment pursuant to Section 11. The number of Shares that are subject to Options or other Awards
outstanding at any time under the Plan shall not exceed the number of Shares which then remain
available for issuance under the Plan. The Company, during the term of the



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Plan, shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.



     (b) Award Limitation. Subject to the provisions of Section 11, no Participant may receive
Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to
more than 1,650,000 Shares.



     (c) Additional Shares. If Restricted Shares or Shares issued upon the exercise of Options are
forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units,
Options or SARs are forfeited or terminate for any other reason before being exercised, then the
corresponding Shares shall again become available for Awards under the Plan. If Stock Units are
settled, then only the number of Shares (if any) actually issued in settlement of such Stock Units
shall reduce the number available under Section 5(a) and the balance shall again become available
for Awards under the Plan. If SARs are exercised, then only the number of Shares (if any) actually
issued in settlement of such SARs shall reduce the number available in Section 5(a) and the balance
shall again become available for Awards under the Plan.



SECTION 6. RESTRICTED SHARES.




     (a) Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be
evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted
Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms
that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements
entered into under the Plan need not be identical.



     (b) Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such
consideration as the Committee may determine, including (without limitation) cash, cash
equivalents, full-recourse promissory notes, past services and future services.



     (c) Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting
shall occur, in full or in installments, upon satisfaction of the conditions specified in the
Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the
event of the Participant’s death, disability or retirement or other events. The Committee may
determine, at the time of granting Restricted Shares of thereafter, that all or part of such
Restricted Shares shall become vested in the event that a Change in Control occurs with respect to
the Company.



     (d) Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan
shall have the same voting, dividend and other rights as the Company’s other stockholders. A
Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any
cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be
subject to the same conditions and restrictions as the Award with respect to which the dividends
were paid.



     (e) Restrictions on Transfer of Shares. Restricted Shares shall be subject to such rights of
repurchase, rights of first refusal or other restrictions as the Committee may determine.



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Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall
apply in addition to any general restrictions that may apply to all holders of Shares.




SECTION 7. TERMS AND CONDITIONS OF OPTIONS.




     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a
Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in
a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or
an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not
be identical. Options may be granted in consideration of a reduction in the Optionee’s other
compensation.



     (b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that
are subject to the Option and shall provide for the adjustment of such number in accordance with
Section 11.



     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The
Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the
date of grant, except as otherwise provided in 4(c), and the Exercise Price of an NSO shall not be
less 85% of the Fair Market Value of a Share on the date of grant. Subject to the foregoing in
this Section 7(c), the Exercise Price under any Option shall be determined by the Committee at its
sole discretion. The Exercise Price shall be payable in one of the forms described in Section 8.



     (d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make
such arrangements as the Committee may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with such exercise. The Optionee
shall also make such arrangements as the Committee may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option.



     (e) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or
any installment of the Option is to become exercisable. The Stock Option Agreement shall also
specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years
from the date of grant (five years for Employees described in Section 4(c)). A Stock Option
Agreement may provide for accelerated exercisability in the event of the Optionee’s death,
disability, or retirement or other events and may provide for expiration prior to the end of its
term in the event of the termination of the Optionee’s Service. Options may be awarded in
combination with SARs, and such an Award may provide that the Options will not be exercisable
unless the related SARs are forfeited. Subject to the foregoing in this Section 7(e), the Committee
at its sole discretion shall determine when all or any installment of an Option is to become
exercisable and when an Option is to expire.



     (f) Exercise of Options. Each Stock Option Agreement shall set forth the extent to which the
Optionee shall have the right to exercise the Option following termination of the



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Optionee’s Service with the Company and its Subsidiaries, and the right to exercise the Option
of any executors or administrators of the Optionee’s estate or any person who has acquired such
Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined
in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to
the Plan, and may reflect distinctions based on the reasons for termination of Service.



     (g) Effect of Change in Control. The Committee may determine, at the time of granting an
Option or thereafter, that such Option shall become exercisable as to all or part of the Shares
subject to such Option in the event that a Change in Control occurs with respect to the Company.



     (h) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no
rights as a stockholder with respect to any Shares covered by his Option until the date of the
issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided
in Section 11.



     (i) Modification, Extension and Renewal of Options. Within the limitations of the Plan, the
Committee may modify, extend or renew outstanding options or may accept the cancellation of
outstanding options (to the extent not previously exercised), whether or not granted hereunder, in
return for the grant of new Options for the same or a different number of Shares and at the same or
a different exercise price, or in return for the grant of the same or a different number of Shares.
The foregoing notwithstanding, no modification of an Option shall, without the consent of the
Optionee, materially impair his or her rights or obligations under such Option.



     (j) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall
be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Committee may determine. Such restrictions shall be set forth in
the applicable Stock Option Agreement and shall apply in addition to any general restrictions that
may apply to all holders of Shares.



     (k) Buyout
Provisions. The Committee may at any time (a) offer to buy out for a payment in
cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash
out an Option previously granted, in either case at such time and based upon such terms and
conditions as the Committee shall establish.



SECTION 8. PAYMENT FOR SHARES.




     (a) General Rule. The entire Exercise Price or Purchase Price of Shares issued under the
Plan shall be payable in lawful money of the United States of America at the time when such Shares
are purchased, except as provided in Section 8(b) through Section 8(g) below.



     (b) Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may
be made all or in part by surrendering, or attesting to the ownership of, Shares which have already
been owned by the Optionee or his representative. Such Shares shall be valued at their Fair Market
Value on the date when the new Shares are purchased under the Plan. The Optionee shall not
surrender, or attest to the ownership of, Shares in payment of the Exercise



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Price if such action would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting purposes.



     (c) Services Rendered. At the discretion of the Committee, Shares may be awarded under the
Plan in consideration of services rendered to the Company or a Subsidiary prior to the award. If
Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a
determination (at the time of the award) of the value of the services rendered by the Offeree and
the sufficiency of the consideration to meet the requirements of Section 6(b).



     (d) Cashless Exercise. To the extent that a Stock Option Agreement so provides, payment may
be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to
the Company in payment of the aggregate Exercise Price.



     (e) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, payment may be
made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction
to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of the aggregate Exercise Price.



     (f) Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock
Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by
the Company) a full-recourse promissory note.



     (g) Other Forms of Payment. To the extent that a Stock Option Agreement or Restricted Stock
Agreement so provides, payment may be made in any other form that is consistent with applicable
laws, regulations and rules.



     (h) Limitations under Applicable Law. Notwithstanding anything herein or in a Stock Option
Agreement or Restricted Stock Agreement to the contrary, payment may not be made in any form that
is unlawful, as determined by the Committee in its sole discretion.



SECTION 9. STOCK APPRECIATION RIGHTS.




     (a) SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement
between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan
and may be subject to any other terms that are not inconsistent with the Plan. The provisions of
the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted
in consideration of a reduction in the Optionee’s other compensation.



     (b) Number of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR
pertains and shall provide for the adjustment of such number in accordance with Section 11.



     (c) Exercise Price. Each SAR Agreement shall specify the Exercise Price. A SAR Agreement may
specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is
outstanding.



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     (d) Exercisability and Term. Each SAR Agreement shall specify the date when all or any
installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of
the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s
death, disability or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s service. SARs may be awarded in
combination with Options, and such an Award may provide that the SARs will not be exercisable
unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant
but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in Control.



     (e) Effect of Change in Control. The Committee may determine, at the time of granting a SAR
or thereafter, that such SAR shall become fully exercisable as to all Common Shares subject to such
SAR in the event that a Change in Control occurs with respect to the Company.



     (f) Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right
to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or
(c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or
the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to
the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the
SARs exceeds the Exercise Price.



     (g) Modification or Assumption of SARs. Within the limitations of the Plan, the Committee
may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs
(whether granted by the Company or by another issuer) in return for the grant of new SARs for the
same or a different number of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of a SAR shall, without the consent of the holder, materially
impair his or her rights or obligations under such SAR.



     (h) Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in
cash or cash equivalents a SAR previously granted, or (b) authorize an Optionee to elect to cash
out a SAR previously granted, in either case at such time and based upon such terms and conditions
as the Committee shall establish.



SECTION 10. STOCK UNITS.




     (a) Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a
Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to
all applicable terms of the Plan and may be subject to any other terms that are not inconsistent
with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s
other compensation.



     (b) Payment for Awards. To the extent that an Award is granted in the form of Stock Units,
no cash consideration shall be required of the Award recipients.



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     (c) Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting.
Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in
the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event
of the Participant’s death, disability or retirement or other events. The Committee may determine,
at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall
become vested in the event that a Change in Control occurs with respect to the Company.



     (d) Voting and Dividend Rights. The holders of Stock Units shall have no voting rights.
Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s
discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be
credited with an amount equal to all cash dividends paid on one Share while the Stock Unit is
outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of
both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the
same conditions and restrictions (including without limitation, any forfeiture conditions) as the
Stock Units to which they attach.



     (e) Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made
in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee.
The actual number of Stock Units eligible for settlement may be larger or smaller than the number
included in the original Award, based on predetermined performance factors. Methods of converting
Stock Units into cash may include (without limitation) a method based on the average Fair Market
Value of Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or
in installments. The distribution may occur or commence when all vesting conditions applicable to
the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The
amount of a deferred distribution may be increased by an interest factor or by dividend
equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be
subject to adjustment pursuant to Section 11.



     (f) Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s
death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a
Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by
filing the prescribed form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary
was designated or if no designated beneficiary survives the Award recipient, then any Stock Units
Award that becomes payable after the recipient’s death shall be distributed to the recipient’s
estate.



     (g) Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a
general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable Stock Unit Agreement.



SECTION 11. ADJUSTMENT OF SHARES.




     (a) Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a
dividend payable in Shares, a declaration of a dividend payable in a form other than Shares



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in an amount that has a material effect on the price of Shares, a combination or consolidation
of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate and
equitable adjustments in:




     (i) The number of Options, SARs, Restricted Shares and Stock Units available for future
Awards under Section 5;




     (ii) The limitations set forth in Section 5(b);




     (iii) The number of NSOs to be granted to Outside Directors under Section 4(b);




     (iv) The number of Shares covered by each outstanding Option and SAR;




     (v) The Exercise Price under each outstanding Option and SAR; and




     (vi) The number of Stock Units included in any prior Award which has not yet been
settled.


Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or
any other increase or decrease in the number of shares of stock of any class.




     (b) Dissolution or Liquidation. To the extent not previously exercised or settled, Options,
SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the
Company.



     (c) Reorganizations.
In the event that the Company is a party to a merger or other
reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization.
Such agreement shall provide for:




     (i) The continuation of the outstanding Awards by the Company, if the Company is a
surviving corporation;




     (ii) The assumption of the outstanding Awards by the surviving corporation or its
parent or subsidiary;




     (iii) The substitution by the surviving corporation or its parent or subsidiary of its
own awards for the outstanding Awards;




     (iv) Full exercisability or vesting and accelerated expiration of the outstanding
Awards; or




     (v) Settlement of the full value of the outstanding Awards in cash or cash equivalents
followed by cancellation of such Awards.



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     (d) Reservation of Rights. Except as provided in this Section 11, an Optionee or Offeree
shall have no rights by reason of any subdivision or consolidation of shares of stock of any class,
the payment of any dividend or any other increase or decrease in the number of shares of stock of
any class. Any issue by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or
assets.



SECTION 12. DEFERRAL OF AWARDS.




     (a) Committee Powers. The Committee (in its sole discretion) may permit or require a
Participant to:




     (i) Have cash that otherwise would be paid to such Participant as a result of the
exercise of a SAR or the settlement of Stock Units credited to a deferred compensation
account established for such Participant by the Committee as an entry on the Company’s
books;




     (ii) Have Shares that otherwise would be delivered to such Participant as a result of
the exercise of an Option or SAR converted into an equal number of Stock Units; or




     (iii) Have Shares that otherwise would be delivered to such Participant as a result of
the exercise of an Option or SAR or the settlement of Stock Units converted into amounts
credited to a deferred compensation account established for such Participant by the
Committee as an entry on the Company’s books. Such amounts shall be determined by reference
to the Fair Market Value of such Shares as of the date when they otherwise would have been
delivered to such Participant.



     (b) General Rules. A deferred compensation account established under this Section 12 may be
credited with interest or other forms of investment return, as determined by the Committee. A
Participant for whom such an account is established shall have no rights other than those of a
general creditor of the Company. Such an account shall represent an unfunded and unsecured
obligation of the Company and shall be subject to the terms and conditions of the applicable
agreement between such Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish rules, procedures and
forms pertaining to such Awards, including (without limitation) the settlement of deferred
compensation accounts established under this Section 12.



SECTION 13. AWARDS UNDER OTHER PLANS.




     The Company may grant awards under other plans or programs. Such awards may be settled in the
form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan
like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares
available under Section 5.



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SECTION 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.




     (a) Effective Date. No provision of this Section 14 shall be effective unless and until the
Board has determined to implement such provision.



     (b) Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may
elect to receive his or her annual retainer payments and/or meeting fees from the Company in the
form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by
the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An election
under this Section 14 shall be filed with the Company on the prescribed form.



     (c) Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs,
Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and
meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the
Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the
Board.



SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.




     Shares shall not be issued under the Plan unless the issuance and delivery of such Shares
complies with (or is exempt from) all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations and the regulations of any stock exchange on
which the Company’s securities may then be listed, and the Company has obtained the approval or
favorable ruling from any governmental agency which the Company determines is necessary or
advisable. The Company shall not be liable to a Participant or other persons as to: (a) the
non-issuance or sale of Shares as to which the Company has been unable to obtain from any
regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences
expected, but not realized, by any Participant or other person due to the receipt, exercise or
settlement of any Award granted under the Plan.



SECTION 16. WITHHOLDING TAXES.




     (a) General. To the extent required by applicable federal, state, local or foreign law, a
Participant or his or her successor shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company
shall not be required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied.



     (b) Share Withholding. The Committee may permit a Participant to satisfy all or part of his
or her withholding or income tax obligations by having the Company withhold all or a portion of any
Shares that otherwise would be issued to him or her or by surrendering all or a portion of any
Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value
on the date when taxes otherwise would be withheld in cash. In no event may a Participant have
Shares withheld that would otherwise be issued to him or her in excess of the number necessary to
satisfy the legally required minimum tax withholding.



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SECTION 17. OTHER PROVISIONS APPLICABLE TO AWARDS.




     (a) Transferability. Unless the agreement evidencing an Award (or an amendment thereto
authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor
any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions
applicable to Shares issued under such Award), other than by will or the laws of descent and
distribution; provided, however, that an ISO may be transferred or assigned only to the extent
consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance in
violation of this Section 17(a) shall be void and unenforceable against the Company.



     (b) Qualifying Performance Criteria. The number of Shares or other benefits granted, issued,
retainable and/or vested under an Award may be made subject to the attainment of performance goals
for a specified period of time relating to one or more of the following performance criteria,
either individually, alternatively or in any combination, applied to either the Company as a whole
or to a business unit or Subsidiary, either individually, alternatively or in any combination, and
measured either annually or cumulatively over a period of years, on an absolute basis or relative
to a pre-established target, to previous years’ results or to a designated comparison group or
index, in each case as specified by the Committee in the Award: (a) cash flow, (b) earnings per
share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total
stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net
assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l)
operating profit or net operating profit, (m) operating margin or profit margin, (n) return on
operating revenue, (o) return on invested capital, or (p) market segment shares (“Qualifying
Performance Criteria”). The Committee may appropriately adjust any evaluation of performance under
a Qualifying Performance Criteria to exclude any of the following events that occurs during a
performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii)
the effect of changes in tax law, accounting principles or other such laws or provisions affecting
reported results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or
in managements’ discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to stockholders for the applicable year. If applicable, the
Committee shall determine the Qualifying Performance Criteria not later than the 90th
day of the performance period, and shall determine and certify, for each Participant, the extent to
which the Qualifying Performance Criteria have been met. The Committee may not in any event
increase the amount of compensation payable under the Plan upon the attainment of a Qualifying
Performance Goal to a Participant who is a “covered employee” within the meaning of Section 162(m)
of the Code.



SECTION 18. NO EMPLOYMENT RIGHTS.




     No provision of the Plan, nor any right or Option granted under the Plan, shall be construed
to give any person any right to become, to be treated as, or to remain an Employee. The Company and
its Subsidiaries reserve the right to terminate any person’s Service at any time and for any
reason, with or without notice.



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SECTION 19. DURATION AND AMENDMENTS.




     (a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically on
January 27, 2019 and may be terminated on any earlier date pursuant to Subsection (b) below.



     (b) Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the
Plan at any time and from time to time. Rights and obligations under any Award granted before
amendment of the Plan shall not be materially impaired by such amendment, except with consent of
the Participant. An amendment of the Plan shall be subject to the approval of the Company’s
stockholders only to the extent required by applicable laws, regulations or rules.



     (c) Effect of Termination. No Awards shall be granted under the Plan after the termination
thereof. The termination of the Plan shall not affect Awards previously granted under the Plan.



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SECTION 20. EXECUTION.




     To record the adoption of the Plan, as amended and restated, by the Board of Directors, the
Company has caused its authorized officer to execute the same.



	 	 	 	 	 
	 	GENOMIC HEALTH, INC.

 	 
	 	By  	
 	 
	 	 	Name  	 	 
	 	 	Title  	 	 
	 




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