EX-10.3






Exhibit 10.3









LIVE NATION ENTERTAINMENT, INC.

2005 STOCK INCENTIVE PLAN,

AMENDED AND RESTATED AS OF APRIL 15, 2011




1. Purpose. The purpose of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan,
Amended and Restated as of April 15, 2011 (the “Plan”), is to facilitate the ability of Live Nation
Entertainment, Inc., a Delaware corporation (the “Company”) and its subsidiaries to attract,
motivate and retain eligible employees, directors and other personnel through the use of
equity-based and other incentive compensation opportunities. Awards made under the Plan may take
the form of options to purchase shares of the Company’s common stock, $0.01 par value (the “Common
Stock”) granted pursuant to Section 5, director shares issued pursuant to Section 6, stock
appreciation rights granted pursuant to Section 7, restricted stock and deferred stock rights
issued or granted pursuant to Section 8, other types of stock-based awards made pursuant to
Section 9, and/or performance-based awards made pursuant to Section 10.



2. Administration.



2.1 The Committee. The Plan will be administered by the compensation committee (the
“Committee”) of the Company’s board of directors (the “Board”), except the entire board will have
sole authority for granting and administering awards to non-employee directors.



2.2 Responsibility and Authority of the Committee. Subject to the provisions of the Plan, the
Committee, acting in its discretion, will have responsibility and the power and authority to
(a) select the persons to whom awards will be made, (b) prescribe the terms and conditions of each
award and make amendments thereto, (c) construe, interpret and apply the provisions of the Plan and
of any agreement or other document evidencing an award made under the Plan, and (d) make any and
all determinations and take any and all other actions as it deems necessary or desirable in order
to carry out the terms of the Plan. The Committee may obtain at the Company’s expense such advice,
guidance and other assistance from outside compensation consultants and other professional advisers
as the Committee deems appropriate in connection with the proper administration of the Plan.



2.3 Delegation of Authority by Committee. Subject to the requirements of applicable law, the
Committee may delegate to any person or group or subcommittee of persons (who may, but need not be
members of the Committee) such Plan-related functions within the scope of its responsibility, power
and authority as it deems appropriate. If the Committee wishes to delegate a particular function to
a subcommittee consisting solely of its own members, it may choose to do so on a de facto basis by
limiting the members entitled to vote on matters relating to that function. Reference herein to the
Committee with respect to functions delegated to another person, group or subcommittee will be
deemed to refer to such person, group or subcommittee.



2.4 Committee Actions. A majority of the members of the Committee shall constitute a quorum.
The Committee may act by the vote of a majority of its members present at a meeting at which there
is a quorum or by unanimous written consent. The decision of the Committee as to any disputed
question arising under the Plan or an agreement or other document governing an individual award,
including questions of construction, interpretation and administration, shall be final and
conclusive on all persons. The Committee shall keep a record of its proceedings and acts and shall
keep or cause to be kept such books and records as may be necessary in connection with the proper
administration of the Plan.



2.5 Indemnification. The Company shall indemnify and hold harmless each member of the Board
of the Committee or of any subcommittee appointed by the Board or the Committee and any employee of
the Company or any of its subsidiaries and affiliates who provides assistance with the
administration of the Plan or to whom a Plan-related responsibility is delegated, from and against
any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the
Board), damage and expense (including reasonable legal fees and other expenses incident thereto
and, to the extent permitted by applicable law, advancement of such fees and expenses) arising out
of or incurred in connection with the Plan, unless and except to the extent attributable to such
person’s fraud or willful misconduct.



3. Limitations on Company Stock Awards Under the Plan.



3.1 Aggregate Share Limitation. Subject to adjustments required or permitted by the Plan, the
Company may issue a total of twenty-three million nine hundred thousand (23,900,000) shares of
Common Stock under the Plan. For these purposes, the following shares of Common Stock will not be
taken into account and will remain available for issuance under the Plan: (a) shares covered by
awards that expire or are canceled, forfeited, settled in cash or otherwise terminated, (b) shares
delivered to the Company and shares withheld by the Company for the payment or satisfaction of
purchase price or tax withholding obligations associated with the exercise or settlement of an
award, and (c) shares covered by stock-based awards assumed by the Company in connection with the
acquisition of another company or business.



3.2 Individual Employee Limitations. Notwithstanding any provision in the Plan to the
contrary, and subject to Section 7, the maximum aggregate number of shares of Common Stock with
respect to one or more awards that may be granted to any one person during any calendar year shall
be five million (5,000,000) and the maximum aggregate amount of cash that may be paid to any one
person during any calendar year with respect to one or more awards payable in cash shall be
$15,000,000.



4. Eligibility to Receive Awards. Awards may be granted under the Plan to any present or
future director, officer, employee, consultant or adviser of or to the Company or any of its
subsidiaries. For purposes of the Plan, a subsidiary is any entity in which the Company has a
direct or indirect ownership interest of at least 50%.



5. Stock Option Awards.



5.1 General. Stock options granted under the Plan will have such vesting and other terms and
conditions as the Committee, acting in its discretion in accordance with the Plan, may determine,
either at the time the option is granted or, if the holder’s rights are not adversely affected, at
any subsequent time.



5.2 Minimum Exercise Price. The exercise price per share of Common Stock covered by an option
granted under the Plan may not be less than 100% of the fair market value per share on the date the
option is granted (110% in the case of “incentive stock options” (within the meaning of Section 422
of the Code) granted to an employee who is a 10% stockholder within the meaning of
Section 422(b)(6) of the Code). For purposes of the Plan, unless determined otherwise by the
Committee, the fair market value of a share of Common Stock on any date is the closing sale price
per share in consolidated trading of securities listed on the principal national securities
exchange or market on which shares of Common Stock are then traded, as reported by a recognized
reporting service or, if there is no sale on such date, on the first preceding date on which such
shares are traded.



5.3 Limitation on Repricing of Options. Except for adjustments made in accordance with
Section 11, the repricing of stock options granted under the Plan is prohibited in the absence of
stockholder approval.



5.4 Maximum Duration. Unless sooner terminated in accordance with its terms, an option
granted under the Plan will automatically expire on the tenth anniversary of the date it is granted
or, in the case of an “incentive stock option” granted to an employee who is a 10% stockholder, the
fifth anniversary of the date it is granted.



5.5 Effect of Termination of Employment or Service. The Committee may establish such exercise
and other conditions applicable to an option following the termination of the optionee’s employment
or other service with the Company and its subsidiaries as the Committee deems appropriate on a
grant-by-grant basis. For purposes of the Plan, an individual’s employment or service with the
Company and its subsidiaries will be deemed to have terminated if such individual is no longer
receiving or entitled to receive compensation for providing services to the Company and its
subsidiaries.



5.6 Method of Exercise. An outstanding and exercisable option may be exercised by
transmitting to the Secretary of the Company (or other person designated for this purpose by the
Committee) a written notice identifying the option that is being exercised and specifying the
number of whole shares to be purchased pursuant to that option, together with payment in full of
the exercise price and the withholding taxes due in connection with the exercise, unless and except
to the extent that other arrangements satisfactory to the Company have been made for such
payment(s). The exercise price may be paid in cash or in any other manner the Committee, in its
discretion, may permit, including, without limitation, (a) by the delivery of previously-owned
shares, (b) by a combination of a cash payment and delivery of previously-owned shares, or
(c) pursuant to a cashless exercise program established and made available through a registered
broker-dealer in accordance with applicable law. Any shares transferred to the Company (or withheld
upon exercise) in connection with the exercise of an option shall be valued at fair market value
for purposes of determining the extent to which the exercise price and/or tax withholding
obligation is satisfied by such transfer (or withholding) of shares.



5.7 Non-Transferability. No option shall be assignable or transferable except upon the
optionee’s death to a beneficiary designated by the optionee in a manner prescribed or approved for
this purpose by the Committee or, if no designated beneficiary shall survive the optionee, pursuant
to the optionee’s will or by the laws of descent and distribution. During an optionee’s lifetime,
options may be exercised only by the optionee or the optionee’s guardian or legal representative.
Notwithstanding the foregoing, the Committee may permit the inter vivos transfer of an option
(other than an “incentive stock option”) pursuant to a domestic relations order (within the meaning
of Rule 16a-12 promulgated under the Exchange Act) in settlement of marital property rights, or by
gift to any “family member” (within the meaning of Item A.1.(5) of the General Instructions to Form
S-8 or any successor provision), on such terms and conditions as the Committee deems appropriate.



5.8 Rights as a Stockholder. No shares of Common Stock shall be issued in respect of the
exercise of an option until payment of the exercise price and the applicable tax withholding
obligations have been satisfied or provided for to the satisfaction of the Company, and the holder
of an option shall have no rights as a stockholder with respect to any shares covered by the option
until such shares are duly and validly issued by the Company to or on behalf of such holder.



6. Director Shares.



6.1 The Committee may permit non-employee directors to elect to receive all or part of their
annual retainers in the form of shares (“Director Shares”). Unless the Committee determines
otherwise, any such elections may be made during the month a director first becomes a director and
during the last month of each calendar quarter thereafter, and shall remain in effect unless and
until the end of the calendar quarter in which a new election is made (or, if later, the calendar
quarter next following the calendar quarter in which the director first becomes a director). Any
such election shall also indicate the percentage of the retainer to be paid in shares and shall
contain such other information as the Committee or the Board may require.



6.2 The Company shall issue Director Shares on the first trading day of each calendar quarter
to all directors on that trading day except any director whose retainer is to be paid entirely in
cash. The number of Director Shares issuable to a director on the relevant trading date shall
equal:



[ % multiplied by (R/4) ] divided by P




WHERE:

 


	 	 	 	 	 
	 
	 	% =
	 	the percentage of the director’s retainer that is payable in shares;

	  
	 	R =
	 	the director’s retainer for the applicable calendar year; and

	  
	 	P =
	 	the closing price, as quoted on the principal exchange on which

shares are traded, on the date of issuance.







Director Shares shall not include any fractional shares. Fractions shall be rounded to the nearest
whole share.



7. Stock Appreciation Rights.



7.1 General. The Committee may grant stock appreciation rights (“SARs”), either alone or in
connection with the grant of an option, upon such vesting and other terms and conditions as the
Committee, acting in its discretion in accordance with the Plan, including, as applicable,
Section 5 (relating to options), may determine, either at the time the SARs are granted or, if the
holder’s rights are not adversely affected, at any subsequent time. Upon exercise, the holder of an
SAR shall be entitled to receive a number of whole shares of Common Stock having a fair market
value equal to the product of X and Y, where—

 


	 	 	 	 	 
	 
	 	X =
	 	the number of whole shares of Common Stock as to which

the SAR is being exercised, and

	  
	 	Y =
	 	the excess of the fair market value per share of Common

Stock on the date of exercise over the fair market value

per share of Common Stock on the date the SAR is granted

(or such greater base value as the Committee may

prescribe at the time the SAR is granted).







7.2 Tandem SARs. An SAR granted in tandem with an option shall cover the same shares covered
by the option (or such lesser number of shares as the Committee may determine) and, unless the
Committee determines otherwise, shall be subject to the same terms and conditions as the related
option. Upon the exercise of an SAR granted in tandem with an option, the option shall be canceled
to the extent of the number of shares as to which the SAR is exercised, and, upon the exercise of
an option granted in tandem with an SAR, the SAR shall be canceled to the extent of the number of
shares as to which the option is exercised.



7.3 Method of Exercise. An outstanding and exercisable SAR may be exercised by transmitting
to the Secretary of the Company (or other person designated for this purpose by the Committee) a
written notice identifying the SAR that is being exercised and specifying the number of shares as
to which the SAR is being exercised, together with payment in full of the withholding taxes due in
connection with the exercise, unless and except to the extent that other arrangements satisfactory
to the Company have been made for such payment. The withholding taxes may be paid in cash or in any
other manner the Committee, in its discretion, may permit, including, without limitation, (a) by
the delivery of previously-owned shares of Common Stock, or (b) by a combination of a cash payment
and the delivery of previously-owned shares. The Committee may impose such additional or different
conditions for exercise of an SAR as it deems appropriate. No fractional shares will be issued in
connection with the exercise of an SAR.



7.4 Rights as a Stockholder. No shares of Common Stock shall be issued in respect of the
exercise of an SAR until payment of the applicable tax withholding obligations have been satisfied
or provided for to the satisfaction of the Company, and the holder of an SAR shall have no rights
as a stockholder with respect to any shares issuable upon such exercise until such shares are duly
and validly issued by the Company to or on behalf of such holder.



8. Restricted Stock and Deferred Stock Awards.



8.1 General. Under a restricted stock award, shares of Common Stock will be issued by the
Company to the recipient at the time of the award. Under a deferred stock award, the recipient will
be entitled to receive shares of Common Stock in the future. The shares covered by a restricted
stock award and the right to receive shares under a deferred stock award will be subject to such
vesting and other conditions and restrictions as the Committee, acting in its discretion in
accordance with the Plan, may determine.



8.2 Minimum Purchase Price. Unless the Committee, acting in accordance with applicable law,
determines otherwise, the purchase price payable for shares of Common Stock transferred pursuant to
a restricted or deferred stock award must be at least equal to the par value of the shares.

 


8.3 Issuance of Restricted Stock. Shares of Common Stock issued pursuant to a restricted
stock award may be evidenced by book entries on the Company’s stock transfer records pending
satisfaction of the applicable vesting conditions. If a stock certificate for restricted shares is
issued, the certificate will bear an appropriate legend to reflect the nature of the conditions and
restrictions applicable to the shares. The Company may require that any or all such stock
certificates be held in custody by the Company until the applicable conditions are satisfied and
other restrictions lapse. The Committee may establish such other conditions as it deems appropriate
in connection with the issuance of certificates for restricted shares, including, without
limitation, a requirement that the recipient deliver a duly signed stock power, endorsed in blank,
for the shares covered by the award.



8.4 Stock Certificates for Vested Stock. The recipient of a restricted or deferred stock
award will be entitled to receive a certificate, free and clear of conditions and restrictions
(except as may be imposed in order to comply with applicable law), for shares that vest in
accordance with the award, subject, however, to the payment or satisfaction of applicable
withholding taxes. The delivery of vested shares covered by a deferred stock award may be deferred
if and to the extent provided by the terms of the award, subject, however, to the applicable
deferral requirements of Section 409A of the Code.



8.5 Rights as a Stockholder. Subject to and except as otherwise provided by the terms of a
restricted stock award, the holder of restricted shares of Common Stock shall generally have the
rights of a holder of Common Stock of the Company as if the shares subject to the restricted stock
award were fully vested, provided, however, that notwithstanding the foregoing, shares covered by
restricted stock awards granted on or after January 8, 2010, shall carry no dividend rights prior
to the vesting of such shares, and the holder of a restricted stock award shall, with respect to
unvested shares or restricted stock, have no right to payment, accrual, crediting or otherwise with
regard to dividends declared or paid by the Company prior to the vesting of the applicable shares.
Once vested, shares covered by a restricted stock award shall entitle their holder to the same
dividend rights as other shares of Common Stock generally. The holder of a deferred stock award
shall have no rights as a stockholder with respect to shares covered by a deferred stock award
unless and until the award vests and the shares are issued; provided, however, that the Committee,
in its discretion, may provide for the payment of dividend equivalents on shares covered by a
deferred stock award.



8.6 Nontransferability. Neither a restricted or deferred stock award nor restricted shares of
Common Stock issued pursuant to any such award may be sold, assigned, transferred, disposed of,
pledged or otherwise hypothecated other than to the Company or its designee in accordance with the
terms of the award or of the Plan, and any attempt to do so shall be null and void and, unless the
Committee determines otherwise, shall result in the immediate forfeiture of the award or the
restricted shares, as the case may be.



8.7 Termination of Service Before Vesting; Forfeiture. Unless the Committee determines
otherwise, shares of restricted stock and non-vested deferred stock awards will be forfeited upon
the recipient’s termination of employment or other service with the Company and its subsidiaries.
If shares of restricted stock are forfeited, any certificate representing such shares will be
canceled on the books of the Company and the recipient will be entitled to receive from the Company
an amount equal to any cash purchase price previously paid for such shares. If a non-vested
deferred stock award is forfeited, the recipient will have no further right to receive the shares
of Common Stock covered by the non-vested award.



9. Other Equity-Based Awards. The Committee may grant dividend equivalent payment rights,
phantom shares, bonus shares and other forms of equity-based awards to eligible persons, subject to
such terms and conditions as it may establish. Awards made pursuant to this section may entail the
transfer of shares of Common Stock to the recipient or the payment in cash or otherwise of amounts
based on the value of shares of Common Stock and may include, without limitation, awards designed
to comply with or take advantage of applicable tax and/or other laws, provided, that the terms and
conditions of any award that is treated as non-qualified deferred compensation must satisfy the
applicable deferral requirements of Section 409A of the Code.



10. Performance Awards.



10.1 General. The Committee may condition the grant, exercise, vesting or settlement of
equity-based awards under the Plan (whether settled in shares of Common Stock or cash or other
property) on the achievement of specified performance goals in accordance with this section.



10.2 Objective Performance Goals. A performance goal established in connection with an award
covered by this section must be (a) objective, so that a third party having knowledge of the
relevant facts could determine whether the goal is met; (b) prescribed in writing by the Committee
at a time when the outcome is substantially uncertain, but in no event later than the first to
occur of (1) the 90th day of the applicable performance period, or (2) the date on which
25% of the performance period has elapsed; and (c) based on any one or more of the following
business criteria, applied to an individual, a subsidiary, a business unit or division, the Company
and any one or more of its subsidiaries, or such other operating unit(s) as the Committee may
designate (in each case, subject to the conditions of the performance-based compensation exemption
from Section 162(m) of the Code):

 


	 	 	 	 	 
	 
	 	(i)
	 	earnings per share, per share growth or adjusted earnings per share,

	  
	 	(ii)
	 	share price, total shareholder return or share price performance on

an absolute basis and/or relative to an index,

	  
	 	(iii)
	 	Gross or net profit or operating margin,

	  
	 	(iv)
	 	net earnings,

	  
	 	(v)
	 	return on equity or assets,

	  
	 	(vi)
	 	gross or net sales or revenues or revenue growth,

	  
	 	(vii)
	 	operating income growth, or operating income either before or after

depreciation, amortization and/or non-cash compensation expense (or

other objectively determinable adjusted calculations of such

measure as the Committee may prescribe, including, without

limitation, adjustments to eliminate the effect of acquisitions,

dispositions and/or other extraordinary transactions),

	  
	 	(viii)
	 	earnings either before or after deduction of interest, taxes,

depreciation and/or amortization (or other objectively determinable

adjusted calculations of such measure as the Committee may

prescribe, including, without limitation, adjustments to eliminate

the effect of acquisitions, dispositions and/or other extraordinary

transactions),

	  
	 	(ix)
	 	market share or market penetration,

	  
	 	(x)
	 	net income (either before or after taxes) or adjusted net income,

	 
	 	(xi)
	 	operating earnings or profit,

	 
	 	(xii)
	 	cash flow either before or after taxes (including, but not limited

to, operating cash flow and free cash flow) or improvement in cash

flow,

	 
	 	(xiii)
	 	return on capital,

	 
	 	(xiv)
	 	return on sales,

	 
	 	(xv)
	 	costs or cost savings,

	 
	 	(xvi)
	 	funds from operations,

	 
	 	(xvii)
	 	expenses,

	 
	 	(xviii)
	 	working capital,

	 
	 	(xix)
	 	implementation, completion or the achievement of milestones with

respect to critical projects,

	 
	 	(xx)
	 	economic value,

	 
	 	(xxi)
	 	customer or client retention,

	 
	 	(xxii)
	 	sales-related goals,

	 
	 	(xxiii)
	 	cash available for distribution,

	 
	 	(xxiv)
	 	achievement of operational goals or metrics,

	 
	 	(xxv)
	 	attainment of Company, divisional or departmental budgets,

	 
	 	(xxvi)
	 	improvements in attainment of expense levels, or

	 
	 	(xxvii)
	 	any combination of the foregoing.







The applicable performance goals may be expressed in absolute or relative terms, and must include
an objective formula or standard for computing the amount of compensation payable to an employee if
the goal is attained. A formula or standard is objective if a third party having knowledge of the
relevant performance results could calculate the amount to be paid to the employee. The formula or
standard may provide for the payment of a higher or lower amount depending upon whether and the
extent to which a performance goal is attained. The Committee may not use its discretion to
increase the amount of compensation payable that would otherwise be due upon attainment of a
performance goal; provided that, subject to the requirements for exemption under Section 162(m) of
the Code, the Committee may make appropriate adjustments to an award in order to equitably reflect
changes in accounting rules, corporate transactions (including, without limitation, dispositions
and acquisitions) and other similar types of events or circumstances occurring during the
applicable performance period.



10.3 Determination of Amount Payable. Following the expiration of the performance period
applicable to an award made under this section, the Committee shall determine whether and the
extent to which the performance goals have been attained and the amount of compensation, if any,
that is payable as a result. The Committee must certify in writing prior to payment of the
compensation that the performance goals and any other material terms of the award were in fact
satisfied. Compensation otherwise payable pursuant to a performance-based award made under this
section will be subject to the individual limitations set forth in section 3.2.



11. Capital Changes, Reorganization or Sale of the Company.



11.1 Adjustments Upon Changes in Capitalization. The aggregate number and class of shares
issuable under the Plan, the total number and class of shares with respect to which awards may be
granted to any individual in any calendar year, the number and class of shares and the exercise
price per share covered by each outstanding option, the number and class of shares and the base
price per share covered by each outstanding SAR, and the number and class of shares covered by each
outstanding deferred stock award or other-equity-based award, and any per-share base or purchase
price or target market price included in the terms of any such award, and related terms shall be
subject to adjustment in order to equitably reflect the effect on issued shares of Common Stock
resulting from a split-up, spin-off, recapitalization, consolidation of shares or any similar
capital adjustment, and/or to reflect a change in the character or class of shares covered by the
Plan and an award. For the avoidance of doubt, no adjustments will be required or made under this
section in respect of the spin-off of the Company by Clear Channel Communications, Inc.



11.2 Cash, Stock or Other Property for Stock. Except as otherwise provided in this Section,
in the event of an Exchange Transaction (as defined below), all option holders shall be permitted
to exercise their outstanding options and SARs in whole or in part (whether or not otherwise
exercisable) immediately prior to such Exchange Transaction, and any outstanding options and SARs
which are not exercised before the Exchange Transaction shall thereupon terminate. Notwithstanding
the preceding sentence, if, as part of an Exchange Transaction, the stockholders of the Company
receive capital stock of another corporation (“Exchange Stock”) in exchange for their shares of
Common Stock (whether or not such Exchange Stock is the sole consideration), and if the Company’s
Board, in its sole discretion, so directs, then all options and SARs for Common Stock that are
outstanding at the time of the Exchange Transaction shall be converted into options or SARs (as the
case may be) for shares of Exchange Stock. The number of shares of Exchange Stock and the exercise
price per share under a converted option will be adjusted such that (a) the ratio of the exercise
price per share to the value per share at the time of the conversion (which value will be equal to
the consideration payable for each share of Common Stock in the Exchange Transaction) is the same
as the ratio of the per share exercise price to the value of per share of Common Stock under the
original option; and (b) the aggregate difference between the value of the shares of Exchange Stock
and the exercise price under the converted option immediately after the Exchange Transaction is the
same as the aggregate difference between the value of the shares of Common Stock and the exercise
price under the original option immediately before the Exchange Transaction. Similar adjustments
will be made to the number of shares of Exchange Stock and the base value per share covered by SARs
that are converted. Unless the Company’s Board determines otherwise, the vesting and other terms
and conditions of the converted options and SARs shall be substantially the same as the vesting and
corresponding other terms and conditions of the original options and SARs. The Company’s Board,
acting in its discretion, may accelerate vesting of other non-vested awards, and cause cash
settlements and/or other adjustments to be made to any outstanding awards (including, without
limitation, options and SARs) as it deems appropriate in the context of an Exchange Transaction,
taking into account with respect to other awards the manner in which outstanding options and SARs
are being treated.



11.3 Definition of Exchange Transaction. For purposes of the Plan, the term “Exchange
Transaction” means a merger (other than a merger of the Company in which the holders of Common
Stock immediately prior to the merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation, acquisition or disposition of
property or stock, separation, reorganization (other than a mere reincorporation or the creation of
a holding company), liquidation of the Company or any other similar transaction or event, as a
result of which the stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock.



11.4 Fractional Shares. In the event of any adjustment in the number of shares covered by any
award pursuant to the provisions hereof, any fractional shares resulting from such adjustment shall
be disregarded, and each such award shall cover only the number of full shares resulting from the
adjustment.



11.5 Determination of Board to be Final. All adjustments under this Section shall be made by
the Company’s Board, and its determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.

 


12. Termination and Amendment of the Plan. The Board of the Company may terminate the Plan at
any time or amend the Plan at any time and from time to time; provided, however, that:



(a) no such action shall impair or adversely alter any awards theretofore granted under the
Plan, except with the consent of the recipient or holder, nor shall any such action deprive any
such person of any shares which he or she may have acquired through or as a result of the Plan; and



(b) to the extent necessary under applicable law or the requirements of any stock exchange or
market upon which the shares of Common Stock may then be listed, no amendment shall be effective
unless approved by the stockholders of the Company in accordance with applicable law.



(c) Limitation of Rights. Nothing contained in the Plan or in any award agreement shall confer
upon any recipient of an award any right with respect to the continuation of his or her employment
or other service with the Company or a subsidiary or other affiliate, or interfere in any way with
the right of the Company and its subsidiaries and other affiliates at any time to terminate such
employment or other service or to increase or decrease, or otherwise adjust, the compensation
and/or other terms and conditions of the recipient’s employment or other service.



13. Miscellaneous.



13.1 Governing Law. The Plan and the rights of all persons claiming under the Plan shall be
governed by the laws of the State of Delaware, without giving effect to conflicts of laws
principles thereof.



13.2 Shares Issued Under Plan. Shares of Common Stock available for issuance under the Plan
may be authorized and unissued, held by the Company in its treasury or otherwise acquired for
purposes of the Plan. No fractional shares of Common Stock will be issued under the Plan.



13.3 Compliance with Law. The Company will not be obligated to issue or deliver shares of
Common Stock pursuant to the Plan unless the issuance and delivery of such shares complies with
applicable law, including, without limitation, the Securities Act of 1933, as amended, the Exchange
Act, and the requirements of any stock exchange or market upon which the Common Stock may then be
listed, and shall be further subject to the approval of counsel for the Company with respect to
such compliance.



13.4 Transfer Orders; Placement of Legends. All certificates for shares of Common Stock
delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as
the Company may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange or market upon which the Common Stock may
then be listed, and any applicable federal or state securities law. The Company may cause a legend
or legends to be placed on any such certificates to make appropriate reference to such
restrictions.



13.5 Decisions and Determinations Final. All decisions and determinations made by the
Company’s Board pursuant to the provisions hereof and, except to the extent rights or powers under
the Plan are reserved specifically to the discretion of the Board, all decisions and determinations
of the Committee, shall be final, binding and conclusive on all persons.



13.6 Withholding of Taxes. As a condition to the exercise and/or settlement of any award or
the lapse of restrictions on any award or shares, or in connection with any other event that gives
rise to a federal or other governmental tax withholding obligation on the part of the Company or a
subsidiary with respect to an award, the Company and/or the subsidiary may (a) deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution otherwise payable to the
award recipient, whether or not such payment or distribution is covered by the Plan, or (b) require
the recipient to remit cash (through payroll deduction or otherwise) or make other arrangements
permitted by the Company, in each case in an amount or of a nature sufficient in the opinion of the
Company to satisfy or provide for the satisfaction of such withholding obligation. If the event
giving rise to the withholding obligation involves a transfer of shares of Common Stock, then, at
the sole discretion of the Committee, the recipient may satisfy the withholding obligations
associated with such transfer by electing to have the Company withhold shares of Common Stock or by
tendering previously-owned shares of Common Stock, in each case having a fair market value equal to
the amount of tax to be withheld.



13.7 Disqualifying Disposition. If a person acquires shares of Common Stock pursuant to the
exercise of an incentive stock option and the shares so acquired are sold or otherwise transferred
in a “disqualifying disposition” (within the meaning of Section 424(c) of the Code) within
two-years from the date the option was granted or one year after the option is exercised, such
person shall, within ten days of such disposition, notify the Company thereof, by delivery of
written notice to the Company at its principal executive office.



13.8 Effective Date. The Plan shall become effective on the date it is initially approved and
adopted by the Company’s Board. However, no awards may be made pursuant to the Plan after the date
preceding the date of the first annual meeting of the Company’s stockholders occurring after
December 31, 2006, unless the Company’s stockholders approve the Plan at such meeting.



14. Term of the Plan. Unless sooner terminated, the Plan shall terminate on the tenth
anniversary of the date of its adoption by the Board. The rights of any person with respect to an
option granted under the Plan that is outstanding at the time of the termination of the Plan shall
not be affected solely by reason of the termination of the Plan and shall continue in accordance
with the terms of the option (as then in effect or thereafter amended) and the Plan.