EX-10.1






THE MEDICINES COMPANY




2009 EQUITY INDUCEMENT PLAN




1. Purpose




     The purpose of this 2009 Equity Inducement Plan (the “Plan”) of The Medicines Company, a
Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by
enhancing the Company’s ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to better align their interests
with those of the Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).



2. Eligibility




     Options, restricted stock awards, stock appreciation rights or other stock-based awards (each,
an “Award”) may be granted under the Plan to any person who (a) was not previously an employee or
director of the Company or (b) is commencing employment with the Company following a bona fide
period of non-employment by the Company, as an inducement material to the individual’s entering
into employment with the Company. Each person who has been granted an Award under the Plan shall be
deemed a “Participant”.



3. Administration 




     (a) Administration by the Compensation Committee of the Board of Directors. The Plan
will be administered by the Compensation Committee of the Board (the “Committee”). The
Administrator (as defined below) shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem
advisable. The Administrator may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such expediency. All
decisions by the Administrator shall be made in the Administrator’s sole discretion and shall be
final and binding on all persons having or claiming any interest in the Plan or in any Award. No
director shall be liable for any action or determination relating to or under the Plan made in
good faith.



     (b) Board Award Granting Authority. To the extent permitted by applicable law and
Nasdaq regulations, if the Committee is unable to grant an Award under the Plan for any reason, the
Board, with a vote of the majority of “independent directors” of the Board (as defined under Nasdaq
regulations), shall have the authority to grant such Award. All references in the Plan to



-1-









 




the
“Administrator” shall mean the Committee or, when applicable pursuant to this Section 3(b), a
majority of independent directors of the Board.




4. Stock Available for Awards




     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made
under the Plan for up to 1,500,000 shares of common stock, $.001 par value per share, of the
Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled
without having been fully exercised or is forfeited in whole or in part (including as the result
of shares of Common Stock subject to such Award being repurchased by the Company at the original
issuance price pursuant to a contractual repurchase right) or results in any Common Stock not
being issued, the unused Common Stock covered by such Award shall again be available for the grant
of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.



5. Stock Options




     (a) General. The Administrator 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 price of 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
considers necessary or advisable. All Options granted under the Plan shall be Nonstatutory Stock
Options (as hereinafter defined). A “Nonstatutory Stock Option” is an Option which is not
intended to be an Incentive Stock Option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.



     (b) Exercise Price. The Administrator shall establish the exercise price at the time
each Option is granted and specify it in the applicable option agreement; provided, however, that
the exercise price shall be not less than 100% of the fair market value as determined by (or in a
manner approved by) the Administrator at the time the Option is granted.



     (c) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Administrator may specify in the applicable option agreement;
provided, however, that no Option will be granted for a term in excess of 10 years.



     (d) Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Administrator together with payment in full as specified in
Section 5(e) for the number of shares for which the Option is exercised.



     (e) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted 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 Administrator may otherwise provide in an option agreement, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any



-2-









 






required tax withholding or (ii)
delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to promptly pay to the Company the exercise price and any required tax
withholding;




          (3) when the Common Stock is registered under the Exchange Act, by delivery of shares of
Common Stock owned by the Participant valued at their fair market value as determined by (or in a
manner approved by) the Administrator, 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 to such delivery and (iii) such Common Stock is not subject
to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;




          (4) to the extent permitted by applicable law and by the Administrator, by (i) delivery of a
promissory note of the Participant to the Company on terms determined by the Administrator, or (ii)
payment of such other lawful consideration as the Administrator may determine; or




          (5) by any combination of the above permitted forms of payment.




     (f) Substitute Options. In connection with a merger or consolidation of an entity
with the Company or the acquisition by the Company of property or stock of an entity, the
Administrator may grant Options in substitution for any options or other stock or stock-based
awards granted by such entity or an affiliate thereof prior to such merger, consolidation or
acquisition. Substitute Options may be granted on such terms as the Administrator deems
appropriate in the circumstances, notwithstanding any limitations on Options contained in the
other sections of this Section 5 or in Section 2.



     (g) No Repricing. Without prior stockholder approval, the Company may not engage in
any repricing with respect to any Option or Options which requires stockholder approval under the
rules of the Nasdaq National Market or the principal market on which the Company’s Common Stock is
then traded.



     (h) No Reload Rights. No Option granted under the Plan shall contain any provision
entitling the optionee to the automatic grant of additional Options in connection with any
exercise of the original Option.



6. Stock Appreciation Rights




     (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an Award
entitling the holder on exercise to receive an amount in cash or Common Stock or a combination
thereof (such form to be determined by the Administrator) determined in whole or in part by
reference to appreciation, from and after the date of grant, in the fair market value of a share
of Common Stock (an “SAR Award”). A Stock Appreciation Right may be based solely on appreciation
in the fair market value of Common Stock or on a comparison of such appreciation with some other
measure of market growth such as (but not limited to) appreciation in a recognized market index. The
date as of which such appreciation or other measure is determined shall be the exercise date
unless another date is specified by the Administrator in the SAR Award.



-3-









 





     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.



          (1) Rules Applicable to Tandem Awards. When Stock Appreciation Rights are expressly
granted in tandem with Options, the Stock Appreciation Right will be exercisable only at such time
or times, and on such conditions, as the Administrator may specify in the SAR Award or the related
Options.




          (2) Exercise of Independent Stock Appreciation Rights. A Stock Appreciation Right not
expressly granted in tandem with an Option will become exercisable at such time or times, and on
such conditions, as the Administrator may specify in the SAR Award.




     (c) Exercise. Any exercise of a Stock Appreciation Right must be in writing, signed
by the proper person and delivered or mailed to the Company, accompanied by any other documents
required by the Administrator.



7. Restricted Stock.



     (a) Grants. The Administrator may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the
Administrator in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Administrator for such Award (each, a “Restricted
Stock Award”).



     (b) Terms and Conditions. The Administrator shall determine the terms and conditions
of a Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any.



     (c) Limitation on Vesting. Restricted Stock Awards shall not vest earlier than the
first anniversary of the date of grant. Notwithstanding any other provision of this Plan, the
Administrator may, in its discretion, either at the time a Restricted Stock Award is made or at
any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture
thereof) or remove or modify any part or all of the restrictions applicable to the Restricted
Stock Award, provided that the Administrator may only exercise such rights in extraordinary
circumstances which shall include, without limitation, death or disability of the Participant; a
merger, consolidation, sale, reorganization, recapitalization, or change in control of the
Company; or any other nonrecurring significant event affecting the Company, a Participant or the
Plan.



     (d) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise
determined by the Administrator, deposited by the Participant, together with a stock power
endorsed in blank, with the Company (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 the Participant or if the Participant has died, to the beneficiary
designated, in a manner determined by the Administrator, by a Participant to receive amounts due
or exercise rights of



-4-









 




the Participant in the event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by a Participant, “Designated
Beneficiary” shall mean the Participant’s estate.




8. Other Stock-Based Awards.




     Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part
by reference to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including, without limitation,
Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such
Other Stock Unit Awards shall also be available as a form of payment in the settlement of other
Awards granted under the Plan or as payment in lieu of compensation to which a Participant is
otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the
Administrator shall determine. Subject to the provisions of the Plan, the Administrator shall
determine the conditions of each Other Stock Unit Awards, including any purchase price applicable
thereto. At the time any Award is granted, the Administrator may provide that, at the time Common
Stock would otherwise be delivered pursuant to the Award, the Participant will instead receive an
instrument evidencing the Participant’s right to future delivery of the Common Stock.



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 or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than an ordinary cash dividend, (i) the number and class of securities available under this
Plan, (ii) the limits on Awards set forth in Section 4(a), (iii) the number and class of
securities and exercise price per share subject to each outstanding Option, (iv) the repurchase
price per share subject to each outstanding Restricted Stock Award and (v) the share- and
per-share-related provisions of each outstanding Stock Appreciation Right and Other Stock Unit
Award shall be equitably adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent determined by the Administrator.



     (b) Reorganization and Change in Control Events



          (1) Definitions





	 	(a)	 	A “Reorganization Event” shall mean:






	 	(i)	 	any merger or consolidation
of the Company with or into another entity as a result of
which all of the Common Stock of the Company is converted
into or exchanged for the right to receive cash, securities
or other property;
	 
	 	(ii)	 	any exchange of all of the
Common Stock of the Company for cash, securities or other
property pursuant to a share exchange transaction; or




-5-









 












	 	(iii)	 	any liquidation or
dissolution of the Company.






	 	(b)	 	A “Change in Control Event” shall mean:






	 	(i)	 	any sale or transfer of all
or substantially all of the assets of the Company to another
corporation or entity, any merger, consolidation or
reorganization of the Company into or with another
corporation or entity, with the result that, upon conclusion
of the transaction, the voting securities of the Company
immediately prior thereto do not represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the
continuing or surviving entity of such consolidation, merger
or reorganization; or
	 
	 	(ii)	 	a disclosure that any
person (as the term “person” is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act), other than (A) the
Company or (B) any corporation owned directly or indirectly
by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company,
becomes the beneficial owner as the term “beneficial owner”
is defined under Rule 13d-3 or any successor rule or
regulation thereto under the Exchange Act) of securities
representing 30% or more of the combined voting power of the
then outstanding voting securities of the Company; or
	 
	 	(iii)	 	such time as individuals
who as of the date of the initial adoption of this Plan
constitute the Board of Directors of the Company, and any new
director (other than a director designated by a person who
has entered into an agreement with the Company to effect any
transaction described in clause (i) or (ii) of this section)
whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were
either directors at the beginning of the period or whose
election or whose nomination for election
was previously so approved, cease for any reason to
constitute a majority of the Board of Directors; or
	 
	 	(iv)	 	the liquidation or
dissolution of the Company.






(c) “Cause” shall mean (i) conviction of any felony or any crime involving
moral turpitude or dishonesty; (ii) participation in a fraud or act of
dishonesty against the Company (or, if applicable, a successor



-6-









 







corporation
to the Company); (iii) willful and material breach of the Company’s
policies (or, if applicable, a successor corporation to the Company); (iv)
intentional and material damage to the Company’s property (or, if
applicable, a successor corporation to the Company); or (v) material
breach of the Participant’s confidentiality obligations or duties under
the Participant’s non-disclosure, non-competition or other similar
agreement with the Company (or, if applicable, a successor corporation to
the Company).




(d) “Termination Event” shall mean the termination of the Participant’s
employment (i) by the Company or the acquiring or succeeding corporation
without Cause; (ii) as a result of Participant’s death or disability
(within the meaning of Section 22(4)(3) of the Code); or (iii) by the
Participant upon written notice given promptly after the Company’s or the
acquiring or succeeding corporation’s taking of any of the following
actions, which actions shall not have been cured within a 30-day period
following such notice: (A) the principal place of the performance of the
Participant’s responsibilities (the “Principal Location”) is changed to a
location outside of a 30 mile radius from the Principal Location
immediately prior to the Reorganization Event; (B) there is a material
reduction in the Participant’s responsibilities without Cause; (C) there
is a material reduction in the Participant’s salary; or (D) there is a
significant diminution in the scope of the Participant’s responsibilities
without the Participant’s agreement (excluding increases in responsibility
and sideways moves to jobs with similar descriptions).



          (2) Effect on Options





	 	(a)	 	Reorganization Event. Upon the
occurrence of a Reorganization Event (regardless of whether such
event also constitutes a Change in Control Event), or the execution
by the Company of any agreement with respect to a Reorganization
Event (regardless of whether such event will result in a Change in
Control Event), the Board shall provide that all outstanding Options
shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof); provided that
if such Reorganization Event also constitutes a Change in Control
Event, except to the extent specifically provided to the contrary
in the instrument evidencing any Option or any other agreement
between a Participant and the Company, such assumed or substituted
options shall become immediately exercisable in full if, on or
prior to the first anniversary of the date of the consummation of
the Change in Control Event, a Termination Event occurs. For
purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock
subject to the Option immediately prior to the consummation of the





-7-









 






	 	 	 	
Reorganization Event, the consideration (whether cash, securities
or other property) received as a result of the Reorganization
Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization
Event (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that if
the consideration received as a result of the Reorganization Event
includes but does not solely consist of common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the
exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof)
equivalent in fair market value to the per share consideration
received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event. 
 

	 	 	 	     Notwithstanding the foregoing, (i) if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to
assume, or substitute for, such Options, or in the event of a
liquidation or dissolution of the Company, the Administrator
shall, upon written notice to the Participants, provide that all
then unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will
terminate immediately prior to the consummation of such
Reorganization Event, except to the extent exercised by the
Participants before the consummation of such Reorganization Event,
and (ii) in the event of a Reorganization Event under the terms of
which holders of Common Stock will receive upon consummation
thereof a cash payment for each share of Common Stock
surrendered pursuant to such Reorganization Event (the
“Acquisition Price”), the Administrator shall either (A) upon
written notice to the Participants, provide that all then
unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will
terminate immediately prior to the consummation of such
Reorganization Event, except to the extent exercised by the
Participants before the consummation of such Reorganization Event
or (B) provide that all outstanding Options shall terminate upon
consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (x) the Acquisition Price
multiplied by the number of shares of Common Stock subject to such
outstanding Options (whether or not then exercisable), exceeds (y)
the aggregate exercise price of such Options.




-8-









 












	 	(b)	 	Change in Control Event that is not a
Reorganization Event. Upon the occurrence of a Change in Control
Event that does not also constitute a Reorganization Event, except to
the extent specifically provided to the contrary in the instrument
evidencing any Option or any other agreement between a Participant
and the Company, each such Option shall become immediately
exercisable in full if, on or prior to the first anniversary of the
date of the consummation of the Change in Control Event, a
Termination Event occurs.





          (3) Effect on Restricted Stock Awards





	 	(a)	 	Reorganization Event that is not a
Change in Control Event. Upon the occurrence of a Reorganization
Event that is not a Change in Control Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award
shall inure to the benefit of the Company’s successor and shall apply
to the cash, securities or other property which the Common Stock was
converted into or exchanged for pursuant to such Reorganization Event
in the same manner and to the same extent as they applied to the
Common Stock subject to such Restricted Stock Award.
	 
	 	(b)	 	Change in Control Event. Upon the
occurrence of a Change in Control Event (regardless of whether such
event also constitutes a Reorganization Event), except to the extent
specifically provided to the contrary in the instrument evidencing
any Restricted Stock Award or any other agreement between a Participant and the Company, each such
Restricted Stock Award shall immediately become free from all
conditions or restrictions if, on or prior to the first
anniversary of the date of the consummation of the Change in
Control Event, a Termination Event occurs.





          (4) Effect on Stock Appreciation Rights and Other Stock Unit Awards





The Administrator may specify in an Award at the time of the grant
the effect of a Reorganization Event and Change in Control Event
on any SAR Award and Other Stock Unit Award.



10. General Provisions Applicable to Awards




     (a) Transferability of Awards. Except as the Administrator may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the person to whom they are granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, and, during the life of the Participant, shall be exercisable only by the
Participant. References to a Participant, to the extent relevant in the context, shall include
references to authorized transferees. Notwithstanding the foregoing, a Participant may transfer
any Award by means of a gift to a family member (as such term is defined in General



-9-









 




Instruction A
to Form S-8, as may be amended from time to time) of such Participant, provided that prior written
notice of such gift is provided to the Company.




     (b) Documentation. Each Award shall be evidenced in such form (written, electronic
or otherwise) as the Administrator shall determine. Each Award may contain terms and conditions
in addition to those set forth in the Plan.



     (c) Administrator Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of each Award need
not be identical, and the Administrator need not treat Participants uniformly.



     (d) Termination of Status. The Administrator shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other change in the
employment or other status of a Participant and the extent to which, and the period during which,
the Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.



     (e) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld in connection
with Awards to such Participant pursuant to such rules and procedures as the Company may adopt.
Except as the Administrator may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants
may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at their fair market
value as determined by (or in a manner approved by) the Administrator; provided, however, that the
total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the
Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot
be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The
Company may, to the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to a Participant.



     (f) Amendment of Award. Except as prohibited by Section 5(g), the Administrator may
amend, modify or terminate any outstanding Award, including but not limited to, substituting
therefor another Award of the same or a different type and changing the date of exercise or
realization, provided that the Participant’s consent to such action shall be required unless the
Administrator determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.



     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously
delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the



-10-









 




Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements
of any applicable laws, rules or regulations.




     (h) Acceleration. The Administrator may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all restrictions or conditions,
or otherwise realizable in full or in part, as the case may be.



     (i) Deferrals. The Administrator may permit Participants to defer receipt of any
Common Stock issuable upon exercise of an Option or upon the lapse of any restriction applicable
to any Restricted Stock Award, subject to such rules and procedures as it may establish.



11. Miscellaneous




     (a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.



     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder
of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the number of shares
subject to such Option are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), then an optionee who exercises an Option between
the record date and the distribution 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 the record date for such stock dividend.



     (c) Effective Date and Term of Plan. The Plan shall become effective on the date on
which it is adopted by the Board. No Awards shall be granted under the Plan after May 31, 2010,
provided that Awards granted prior to that date may extend beyond such date.



     (d) Amendment of Plan. With the approval of the Board, at any time and from time to
time, the Administrator may amend, suspend or terminate the Plan or any portion thereof at any
time; provided that, to the extent determined by the Administrator, no amendment requiring
stockholder approval under any applicable legal, regulatory or listing requirement shall become
effective until such stockholder approval is obtained. No Award shall be made that is conditioned
upon stockholder approval of any amendment to the Plan.



     (e) Provisions for Foreign Participants. The Administrator may, without amending the
Plan, modify Awards or Options granted to Participants who are foreign nationals or employed
outside the United States or establish subplans under the Plan to recognize



-11-









 




differences in laws,
rules, regulations or customs of such foreign jurisdictions with respect to tax, securities,
currency, employee benefit or other matters.




     (f) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, without regard
to any applicable conflicts of law.



     (g) Stockholder Approval Not Required. It is expressly intended that approval of the
Company’s stockholders not be required as a condition of the effectiveness of the Plan, and the
Plan’s provisions shall be interpreted in a manner consistent with such intent for all purposes
and with NASD Rule 4350(i)(1)(A)(iv).




-12-