(c) Delegation to Officers. To the extent permitted by applicable law, the Board maydelegate to one or more officers of the Company the power to grant Awards (subject to anylimitations under the Plan) to employees or officers of the Company or any of its present or futuresubsidiary corporations and to exercise such other powers under the Plan as the Board maydetermine, provided that the Board shall fix the terms of the Awards to be granted by such officers(including the exercise price of such Awards, which may include a formula by which the exerciseprice will be determined) and the maximum number of shares subject to Awards that the officers maygrant; provided further, however, that no officer shall be authorized to grant Awards to any“executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1under the Exchange Act).4. Stock Available for Awards.     (a) Number of Shares.          (1) Authorized Number of Shares. Subject to adjustment under Section 9, Awards may bemade under the Plan for up to 6,000,000 shares of common stock, $0.01 par value per share, of theCompany (the “Common Stock”). Shares issued under the Plan may consist in whole or in part ofauthorized but unissued shares or treasury shares.          (2) Fungible Share Pool. For purposes of this Section 4(a), any Award (A) that is nota Full-Value Award shall be counted against the number of shares available for the future grant ofAwards as one share for each share of Common Stock subject to such Award, and (B) that is aFull-Value Award and is granted on or after August 6, 2009 shall be counted against the number ofshares available for the future grant of Awards as two shares for each share of Common Stocksubject to such Full-Value Award. “Full-Value Award” means any Restricted Stock Award (as definedbelow) or Other Stock-Based Award (as defined below) with a per share price or per unit purchaseprice lower than 100% of Fair Market Value (as defined below) on the date of grant. To the extenta share that was subject to an Award that counted as one share is returned to the Plan pursuant toSection 4(a)(3), the number of shares available for the future grant of Awards shall be creditedwith one share. To the extent that a share that was subject to an Award that counts as two sharesis returned to the Plan pursuant to Section 4(a)(3), the number of shares available for the futuregrant of Awards shall be credited with two shares.          (3) Share Counting and Reacquired Shares. For purposes of counting the number ofshares available for the grant of Awards under the Plan, all shares of Common Stock covered byindependent SARs shall be counted against the number of shares available for the grant of Awards;provided, however, that independent SARs that may be settled in cash only shall notbe so counted. If any Award (A) expires or is terminated, surrendered or canceled without havingbeen fully exercised or is forfeited in whole or in part (including as the result of shares ofCommon Stock subject to such Award being repurchased by the Company at the original issuance pricepursuant to a contractual repurchase right), or (B) results in any Common Stock not being issued(including as a result of an independent SAR that was settleable either in cash or in stockactually being settled in cash), the unused Common Stock covered by such Award shall again beavailable for the grant of Awards; provided, however, in the case of IncentiveStock Options (as hereinafter defined), the foregoing shall be subject to any limitations
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under the Code; and provided further, in the case of independent SARs, that the full number ofshares subject to any stock-settled SAR shall be counted against the number of shares availableunder the Plan regardless of the number of shares actually used to settle such SAR upon exercise.The following shares shall not be added back to the number of shares available for the future grantof Awards: (i) shares of Common Stock tendered to the Company by a Participant to (A) purchaseshares of Common Stock upon the exercise of an Award, or (B) satisfy tax withholding obligations(including shares retained from the Award creating the tax obligation); and (ii) shares of CommonStock repurchased by the Company on the open market using the proceeds from the exercise of anAward.     (b) Section 162(m) Per-Participant Award Limitation Under the Plan. Subject toadjustment under Section 9, the maximum number of shares of Common Stock with respect to whichAwards may be granted to any Participant under the Plan shall be 1,000,000 per calendar year. Forpurposes of the foregoing limit, the combination of an Option in tandem with an SAR (as each ishereafter defined) shall be treated as a single Award. The per-Participant limit described in thisSection 4(b) shall be construed and applied consistently with Section 162(m) of the Code or anysuccessor provision thereto, and the regulations thereunder (“Section 162(m)”).     (c) Substitute Awards. In connection with a merger or consolidation of an entity withthe Company or the acquisition by the Company of property or stock of an entity, the Board maygrant Awards in substitution for any options or other stock or stock-based awards granted by suchentity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deemsappropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan.Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) orany sub-limits contained in the Plan, except as may be required by reason of Section 422 andrelated provisions of the Code.5. Stock Options     (a) General. The Board may grant options to purchase Common Stock (each, an “Option”)and determine the number of shares of Common Stock to be covered by each Option, the exercise priceof each Option and the conditions and limitations applicable to the exercise of each Option,including conditions relating to applicable federal or state securities laws, as it considersnecessary or advisable. An Option which is not intended to be an Incentive Stock Option (ashereinafter defined) shall be designated a “Nonstatutory Stock Option”.     (b) Incentive Stock Options. An Option that the Board intends to be an “incentivestock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only begranted to employees of the Company, any of the Company’s present or future parent or subsidiarycorporations as defined in Section 424(e) or (f) of the Code, and any other entities the employeesof which are eligible to receive Incentive Stock Options under the Code, and shall be subject toand shall be construed consistently with the requirements of Section 422 of the Code. The Companyshall have no liability to a Participant, or any other party, if an Option (or any part thereof)that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any actiontaken by the Board, including without limitation the conversion of an Incentive Stock Option to aNonstatutory Stock Option.
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     (c) Exercise Price. The Board shall establish the exercise price of each Option andspecify such exercise price in the applicable option agreement. The exercise price shall be notless than 100% of the Fair Market Value (as defined below) on the date the Option is granted;provided that if the Board approves the grant of an Option with an exercise price to be determinedon a future date, the exercise price shall be not less than 100% of the Fair Market Value on suchfuture date.     (d) Duration of Options. Each Option shall be exercisable at such times and subjectto such terms and conditions as the Board may specify in the applicable option agreement;provided, however, that no Option will be granted for a term in excess of 10 years.     (e) Exercise of Option. Options may be exercised by delivery to the Company of awritten notice of exercise signed by the proper person or by any other form of notice (includingelectronic notice) approved by the Board together with payment in full as specified in Section 5(f)for the number of shares for which the Option is exercised.     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Optiongranted under the Plan shall be paid for as follows:          (1) in cash or by check, payable to the order of the Company;          (2) except as the Board may otherwise provide in an option agreement, by (i) delivery of anirrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to theCompany sufficient funds to pay the exercise price and any required tax withholding or (ii)delivery by the Participant to the Company of a copy of irrevocable and unconditional instructionsto a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay theexercise price and any required tax withholding;          (3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the“Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at theirfair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”),provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock,if acquired directly from the Company, was owned by the Participant at least six months prior tosuch delivery and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilledvesting or other similar requirements;          (4) to the extent permitted by applicable law and by the Board and provided for in the optionagreement, by (i) delivery of a promissory note of the Participant to the Company on termsdetermined by the Board, or (ii) payment of such other lawful consideration as the Board maydetermine; or          (5) by any combination of the above permitted forms of payment.     (g) Limitation on Repricing. Unless such action is approved by the Company’sstockholders: (1) no outstanding Option granted under the Plan may be amended to provide anexercise price per share that is lower than the then-current exercise price per share of suchoutstanding Option (other than adjustments pursuant to Section 9) and (2) the Board may not cancelany outstanding Option (whether or not granted under the Plan) and grant in substitution
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therefor new Awards under the Plan covering the same or a different number of shares of CommonStock and having an exercise price per share lower than the then-current exercise price per shareof the cancelled Option.6. Stock Appreciation Rights.     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder,upon exercise, to receive an amount in cash or Common Stock or a combination thereof (such form tobe determined by the Board) determined in whole or in part by reference to appreciation, from andafter the date of grant, in the fair market value of a share of Common Stock. SARs may be basedsolely on appreciation in the fair market value of Common Stock or on a comparison of suchappreciation with some other measure of market growth such as (but not limited to) appreciation ina recognized market index. The date as of which such appreciation or other measure is determinedshall be the exercise date unless another date is specified by the Board in the SAR Award.     (b) Grants. SARs may be granted in tandem with, or independently of, Options grantedunder the Plan.          (1) Tandem Awards*.*When SARs are expressly granted in tandem with Options, (i) theSAR will be exercisable only at such time or times, and to the extent, that the related Option isexercisable (except to the extent designated by the Board in connection with a ReorganizationEvent) and will be exercisable in accordance with the procedure required for exercise of therelated Option; (ii) the SAR will terminate and no longer be exercisable upon the termination orexercise of the related Option, except to the extent designated by the Board in connection with aReorganization Event and except that a SAR granted with respect to less than the full number ofshares covered by an Option will not be reduced until the number of shares as to which the relatedOption has been exercised or has terminated exceeds the number of shares not covered by the SAR;(iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR;and (iv) the SAR will be transferable only with the related Option.          (2) Independent SARs*.*A SAR not expressly granted in tandem with an Option willbecome exercisable at such time or times, and on such conditions, as the Board may specify in theSAR Award.     (c) Exercise Price. The Board shall establish the exercise price of each SAR andspecify it in the applicable SAR agreement. The exercise price shall not be less than 100% of theFair Market Value on the date the SAR is granted; provided that if the Board approves the grant ofa SAR with an exercise price to be determined on a future date, the exercise price shall be notless than 100% of the Fair Market Value on such future date.     (d) Duration of SARs. Each SAR shall be exercisable at such times and subject to suchterms and conditions as the Board may specify in the applicable SAR agreement; provided,however, that no SAR will be granted with a term in excess of 10 years.     (e) Exercise of SARs. SARs may be exercised by delivery to the Company of a writtennotice of exercise signed by the proper person or by any other form of notice (including
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electronic notice) approved by the Board, together with any other documents required by theBoard.     (f) Limitation on Repricing. Unless such action is approved by the Company’sstockholders: (1) no outstanding SAR granted under the Plan may be amended to provide a exerciseprice per share that is lower than the then-current exercise price per share of such outstandingSAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstandingSAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under thePlan covering the same or a different number of shares of Common Stock and having a exercise priceper share lower than the then-current exercise price per share of the cancelled SAR.7. Restricted Stock; Restricted Stock Units.     (a) General. The Board may grant Awards entitling recipients to acquire shares ofCommon Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part ofsuch shares at their issue price or other stated or formula price (or to require forfeiture of suchshares if issued at no cost) from the recipient in the event that conditions specified by the Boardin the applicable Award are not satisfied prior to the end of the applicable restriction period orperiods established by the Board for such Award. Instead of granting Awards for Restricted Stock,the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to bedelivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and RestrictedStock Units are each referred to herein as a “Restricted Stock Award”).     (b) Terms and Conditions. The Board shall determine the terms and conditions of aRestricted Stock Award, including the conditions for repurchase (or forfeiture) and the issueprice, if any.     (c) Additional Provisions Relating to Restricted Stock.          (1) Dividends. Unless otherwise provided by the Board, if any dividends ordistributions are paid in shares, or consist of a dividend or distribution to holders of CommonStock, the shares, cash or other property will be subject to the same restrictions ontransferability and forfeitability as the shares of Restricted Stock with respect to which theywere paid. Each dividend payment will be made no later than the end of the calendar year in whichthe dividends are paid to shareholders of that class of stock or, if later, the 15th day of thethird month following the date the dividends are paid to shareholders of that class of stock.          (2) Stock Certificates. Any stock certificates issued in respect of a RestrictedStock Award shall be registered in the name of the Participant and, unless otherwise determined bythe Board, deposited by the Participant, together with a stock power endorsed in blank, with theCompany (or its designee). At the expiration of the applicable restriction periods, the Company(or such designee) shall deliver the certificates no longer subject to such restrictions to theParticipant or if the Participant has died, to the beneficiary designated, in a manner determinedby the Board, by a Participant to receive amounts due or exercise rights of the Participant in theevent of the Participant’s death (the “Designated Beneficiary”). In the absence
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of an effective designation by a Participant, “Designated Beneficiary” shall mean theParticipant’s estate.          (3) Additional Provisions Relating to Restricted Stock Units.               (a) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e.,settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled toreceive from the Company one share of Common Stock or an amount of cash equal to the Fair MarketValue of one share of Common Stock, as provided in the applicable Award agreement. The Board may,in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on amandatory basis or at the election of the Participant.               (b) Voting Rights. A Participant shall have no voting rights with respect to anyRestricted Stock Units.               (c) Dividend Equivalents. To the extent provided by the Board, in its solediscretion, a grant of Restricted Stock Units may provide Participants with the right to receive anamount equal to any dividends or other distributions declared and paid on an equal number ofoutstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paidcurrently or credited to an account for the Participants, may be settled in cash and/or shares ofCommon Stock and may be subject to the same restrictions on transfer and forfeitability as theRestricted Stock Units with respect to which paid, as determined by the Board in its solediscretion, subject in each case to such terms and conditions as the Board shall establish, in eachcase to be set forth in the applicable Award agreement.8. Other Stock-Based Awards.          Other Awards of shares of Common Stock, and other Awards that are valued in whole or in partby reference to, or are otherwise based on, shares of Common Stock or other property, may begranted hereunder to Participants (“Other Stock-Based Awards”). Such Other Stock-Based Awardsshall also be available as a form of payment in the settlement of other Awards granted under thePlan or as payment in lieu of compensation to which a Participant is otherwise entitled. OtherStock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.Subject to the provisions of the Plan, the Board shall determine the conditions of each OtherStock-Based Awards, including any purchase price applicable thereto.9. Adjustments for Changes in Common Stock and Certain Other Events.     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off orother similar change in capitalization or event, or any dividend or distribution to holders ofCommon Stock other than an ordinary cash dividend, (i) the number and class of securities availableunder this Plan, (ii) the sub-limits and share counting rules set forth in Section 4(a) and Section4(b), (iii) the number and class of securities and exercise price per share of each outstandingOption, (iv) the share- and per-share provisions and the exercise price of each SAR, (v) the numberof shares subject to and the repurchase price per share subject to each outstanding RestrictedStock Award and (vi) the share- and per-share-related provisions and the purchase price, if any, ofeach outstanding Other Stock-Based Award, shall be equitably adjusted by the
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Company (or substituted Awards may be made, if applicable). Without limiting the generalityof the foregoing, in the event the Company effects a split of the Common Stock by means of a stockdividend and the exercise price of and the number of shares subject to an outstanding Option areadjusted as of the date of the distribution of the dividend (rather than as of the record date forsuch dividend), then an optionee who exercises an Option between the record date and thedistribution date for such stock dividend shall be entitled to receive, on the distribution date,the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,notwithstanding the fact that such shares were not outstanding as of the close of business on therecord date for such stock dividend.     (b) Reorganization Events.          (1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidationof the Company with or into another entity as a result of which all of the Common Stock of theCompany is converted into or exchanged for the right to receive cash, securities or other propertyor is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities orother property pursuant to a share exchange transaction or (c) any liquidation or dissolution ofthe Company.          (2) Consequences of a Reorganization Event on Awards Other than Restricted StockAwards. In connection with a Reorganization Event, the Board may take any one or more of thefollowing actions as to all or any (or any portion of) outstanding Awards other than RestrictedStock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, orsubstantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation(or an affiliate thereof), (ii) upon written notice to a Participant, provide that theParticipant’s unexercised Awards will terminate immediately prior to the consummation of suchReorganization Event unless exercised by the Participant within a specified period following thedate of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, ordeliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to orupon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms ofwhich holders of Common Stock will receive upon consummation thereof a cash payment for each sharesurrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cashpayment to a Participant equal to the excess, if any, of (A) the Acquisition Price times thenumber of shares of Common Stock subject to the Participant’s Awards (to the extent the exerciseprice does not exceed the Acquisition Price) over (B) the aggregate exercise price of all suchoutstanding Awards and any applicable tax withholdings, in exchange for the termination of suchAwards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awardsshall convert into the right to receive liquidation proceeds (if applicable, net of the exerciseprice thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. Intaking any of the actions permitted under this Section 9(b), the Board shall not be obligated bythe Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type,identically.          For purposes of clause (i) above, an Option shall be considered assumed if, followingconsummation of the Reorganization Event, the Option confers the right to purchase, for each shareof Common Stock subject to the Option immediately prior to the consummation of the ReorganizationEvent, the consideration (whether cash, securities or other property) received
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as a result of the Reorganization Event by holders of Common Stock for each share of CommonStock held immediately prior to the consummation of the Reorganization Event (and if holders wereoffered a choice of consideration, the type of consideration chosen by the holders of a majority ofthe outstanding shares of Common Stock); provided, however, that if theconsideration received as a result of the Reorganization Event is not solely common stock of theacquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent ofthe acquiring or succeeding corporation, provide for the consideration to be received upon theexercise of Options to consist solely of common stock of the acquiring or succeeding corporation(or an affiliate thereof) equivalent in value (as determined by the Board) to the per shareconsideration received by holders of outstanding shares of Common Stock as a result of theReorganization Event.          (3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon theoccurrence of a Reorganization Event other than a liquidation or dissolution of the Company, therepurchase and other rights of the Company under each outstanding Restricted Stock Award shallinure to the benefit of the Company’s successor and shall, unless the Board determines otherwise,apply to the cash, securities or other property which the Common Stock was converted into orexchanged for pursuant to such Reorganization Event in the same manner and to the same extent asthey applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of aReorganization Event involving the liquidation or dissolution of the Company, except to the extentspecifically provided to the contrary in the instrument evidencing any Restricted Stock Award orany other agreement between a Participant and the Company, all restrictions and conditions on allRestricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.10. General Provisions Applicable to Awards     (a) Transferability of Awards. Awards shall not be sold, assigned, transferred,pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or byoperation of law, except by will or the laws of descent and distribution or, other than in the caseof an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during thelife of the Participant, shall be exercisable only by the Participant; provided,however, that the Board may permit or provide in an Award for the gratuitous transfer ofthe Award by the Participant to or for the benefit of any immediate family member, family trust orother entity established for the benefit of the Participant and/or an immediate family memberthereof if, with respect to such proposed transferee, the Company would be eligible to use a FormS-8 for the registration of the sale of the Common Stock subject to such Award under the SecuritiesAct of 1933, as amended; provided, further, that the Company shall not be required to recognize anysuch transfer until such time as the Participant and such permitted transferee shall, as acondition to such transfer, deliver to the Company a written instrument in form and substancesatisfactory to the Company confirming that such transferee shall be bound by all of the terms andconditions of the Award. References to a Participant, to the extent relevant in the context, shallinclude references to authorized transferees.     (b) Documentation. Each Award shall be evidenced in such form (written, electronic orotherwise) as the Board shall determine. Each Award may contain terms and conditions in additionto those set forth in the Plan.
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     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may bemade alone or in addition or in relation to any other Award. The terms of each Award need not beidentical, and the Board need not treat Participants uniformly.     (d) Termination of Status. The Board shall determine the effect on an Award of thedisability, death, termination or other cessation of employment, authorized leave of absence orother change in the employment or other status of a Participant and the extent to which, and theperiod during which, the Participant, or the Participant’s legal representative, conservator,guardian or Designated Beneficiary, may exercise rights under the Award.     (e) Withholding. The Participant must satisfy all applicable federal, state, andlocal or other income and employment tax withholding obligations before the Company will deliverstock certificates or otherwise recognize ownership of Common Stock under an Award. The Companymay decide to satisfy the withholding obligations through additional withholding on salary orwages. If the Company elects not to or cannot withhold from other compensation, the Participantmust pay the Company the full amount, if any, required for withholding or have a broker tender tothe Company cash equal to the withholding obligations. Payment of withholding obligations is duebefore the Company will issue any shares on exercise or release from forfeiture of an Award or, ifthe Company so requires, at the same time as is payment of the exercise price unless the Companydetermines otherwise. If provided for in an Award or approved by the Board in its sole discretion,a Participant may satisfy such tax obligations in whole or in part by delivery of shares of CommonStock, including shares retained from the Award creating the tax obligation, valued at their FairMarket Value; provided, however, except as otherwise provided by the Board, thatthe total tax withholding where stock is being used to satisfy such tax obligations cannot exceedthe Company’s minimum statutory withholding obligations (based on minimum statutory withholdingrates for federal and state tax purposes, including payroll taxes, that are applicable to suchsupplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot besubject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.     (f) Amendment of Award. The Board may amend, modify or terminate any outstandingAward, including but not limited to, substituting therefor another Award of the same or a differenttype, changing the date of exercise or realization, and converting an Incentive Stock Option to aNonstatutory Stock Option, provided that the Participant’s consent to such action shall be requiredunless (i) the Board determines that the action, taking into account any related action, would notmaterially and adversely affect the Participant’s rights under the Plan or (ii) the change ispermitted under Section 9 hereof.     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver anyshares of Common Stock pursuant to the Plan or to remove restrictions from shares previouslydelivered under the Plan until (i) all conditions of the Award have been met or removed to thesatisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal mattersin connection with the issuance and delivery of such shares have been satisfied, including anyapplicable securities laws and any applicable stock exchange or stock market rules and regulations,and (iii) the Participant has executed and delivered to the Company such representations oragreements as the Company may consider appropriate to satisfy the requirements of any applicablelaws, rules or regulations.
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     (h) Acceleration. The Board may at any time provide that any Award shall becomeimmediately exercisable in full or in part, free of some or all restrictions or conditions, orotherwise realizable in full or in part, as the case may be.     (i) Performance Awards.          (1) Grants. Restricted Stock Awards and Other Stock-Based Awards under the Plan maybe made subject to the achievement of performance goals pursuant to this Section 10(i)(“Performance Awards”).          (2) Committee. Grants of Performance Awards to any Covered Employee intended toqualify as “performance-based compensation” under Section 162(m) (“Performance-Based Compensation”)shall be made only by a Committee (or subcommittee of a Committee) comprised solely of two or moredirectors eligible to serve on a committee making Awards qualifying as “performance-basedcompensation” under Section 162(m). In the case of such Awards granted to Covered Employees,references to the Board or to a Committee shall be deemed to be references to such Committee orsubcommittee. “Covered Employee” shall mean any person who is, or whom the Committee, in itsdiscretion, determines may be, a “covered employee” under Section 162(m)(3) of the Code.          (3) Performance Measures. For any Award that is intended to qualify asPerformance-Based Compensation, the Committee shall specify that the degree of granting, vestingand/or payout shall be subject to the achievement of one or more objective performance measuresestablished by the Committee, which shall be based on the relative or absolute attainment ofspecified levels of one or any combination of the following: net income, earnings before or afterdiscontinued operations, interest, taxes, depreciation and/or amortization, operating profit beforeor after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow orcash position, gross margins, stock price, market share, return on sales, assets, equity orinvestment, improvement of financial ratings, achievement of balance sheet or income statementobjectives or total shareholder return, and may be absolute in their terms or measured against orin relationship to other companies comparably, similarly or otherwise situated. The Committee mayspecify that such performance measures shall be adjusted to exclude any one or more of (i)extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) thecumulative effects of changes in accounting principles, (iv) the writedown of any asset, and (v)charges for restructuring and rationalization programs. Such performance measures: (i) may varyby Participant and may be different for different Awards; (ii) may be particular to a Participantor the department, branch, line of business, subsidiary or other unit in which the Participantworks and may cover such period as may be specified by the Committee; and (iii) shall be set by theCommittee within the time period prescribed by, and shall otherwise comply with the requirementsof, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation maybe based on these or such other performance measures as the Board may determine.          (4) Adjustments. Notwithstanding any provision of the Plan, with respect to anyPerformance Award that is intended to qualify as Performance-Based Compensation, the Committee mayadjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, andthe Committee may not waive the achievement of the applicable
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performance measures except in the case of the death or disability of the Participant or achange in control of the Company.          (5) Other. The Committee shall have the power to impose such other restrictions onPerformance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy allrequirements for Performance-Based Compensation.11. Miscellaneous     (a) No Right To Employment or Other Status. No person shall have any claim or rightto be granted an Award, and the grant of an Award shall not be construed as giving a Participantthe right to continued employment or any other relationship with the Company. The Companyexpressly reserves the right at any time to dismiss or otherwise terminate its relationship with aParticipant free from any liability or claim under the Plan, except as expressly provided in theapplicable Award.     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, noParticipant or Designated Beneficiary shall have any rights as a stockholder with respect to anyshares of Common Stock to be distributed with respect to an Award until becoming the record holderof such shares.     (c) Effective Date and Term of Plan. The Plan shall become effective on the date thePlan is approved by the Company’s stockholders (the “Effective Date”). No Awards shall be grantedunder the Plan after the expiration of 10 years from the Effective Date, but Awards previouslygranted may extend beyond that date.     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or anyportion thereof at any time provided that (i) to the extent required by Section 162(m), no Awardgranted to a Participant that is intended to comply with Section 162(m) after the date of suchamendment shall become exercisable, realizable or vested, as applicable to such Award, unless anduntil such amendment shall have been approved by the Company’s stockholders if required by Section162(m) (including the vote required under Section 162(m)); (ii) no amendment that would requirestockholder approval under the rules of the NASDAQ Stock Market (“NASDAQ”) may be made effectiveunless and until such amendment shall have been approved by the Company’s stockholders; and (iii)if the NASDAQ amends its corporate governance rules so that such rules no longer requirestockholder approval of “material amendments” to equity compensation plans, then, from and afterthe effective date of such amendment to the NASDAQ rules, no amendment to the Plan (A) materiallyincreasing the number of shares authorized under the Plan (other than pursuant to Section 4(c) or9), (B) expanding the types of Awards that may be granted under the Plan, or (C) materiallyexpanding the class of participants eligible to participate in the Plan shall be effective unlessstockholder approval is obtained. In addition, if at any time the approval of the Company’sstockholders is required as to any other modification or amendment under Section 422 of the Code orany successor provision with respect to Incentive Stock Options, the Board may not effect suchmodification or amendment without such approval. Unless otherwise specified in the amendment, anyamendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be bindingon the holders of, all Awards outstanding under the Plan at the time the
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amendment is adopted, provided the Board determines that such amendment does not materiallyand adversely affect the rights of Participants under the Plan. No Award shall be made that isconditioned upon stockholder approval of any amendment to the Plan.     (e) Provisions for Foreign Participants. The Board may modify Awards granted toParticipants who are foreign nationals or employed outside the United States or establish subplansor procedures under the Plan to recognize differences in laws, rules, regulations or customs ofsuch foreign jurisdictions with respect to tax, securities, currency, employee benefit or othermatters.     (f) Compliance with Code Section 409A. No Award shall provide for deferral ofcompensation that does not comply with Section 409A of the Code, unless the Board, at the time ofgrant, specifically provides that the Award is not intended to comply with Section 409A of theCode. The Company shall have no liability to a Participant, or any other party, if an Award thatis intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or forany action taken by the Board.     (g) Governing Law. The provisions of the Plan and all Awards made hereunder shall begoverned by and interpreted in accordance with the laws of the State of Delaware, without regard toany applicable conflicts of law principles.     *First adopted by the Board of Directors on May 15, 2007 and approved bythe stockholders on August 3, 2007*     *Plan, as amended, approved by the Board of Directors on October 30, 2008*     *Plan, as amended, adopted by the Board of Directors on May 12, 2009, andapproved by the stockholders on August 6, 2009.*     *Plan, as amended, approved by the Board of Directors on May 12, 2010*
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