exv4w1






EXHIBIT 4.1




2005 STOCK INCENTIVE PLAN




     Purposes of the Plan. The purposes of this Plan are to attract and retain the best
available personnel, to provide additional incentives to Employees, Directors and Consultants and
to promote the success of the Company’s business.



     Definitions. The following definitions shall apply as used herein and in the
individual Award Agreements except as defined otherwise in an individual Award Agreement. In the
event a term is separately defined in an individual Award Agreement, such definition shall
supercede the definition contained in this Section 2.



          "Administrator” means the Board or any of the Committees appointed to administer the
Plan.




          "Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.




          "Applicable Laws” means the legal requirements relating to the Plan and the Awards
under applicable provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and the rules of any
non-U.S. jurisdiction applicable to Awards granted to residents therein.




          "Assumed” means that pursuant to a Corporate Transaction either (i) the Award is
expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are
expressly assumed (and not simply by operation of law) by the successor entity or its Parent in
connection with the Corporate Transaction with appropriate adjustments to the number and type of
securities of the successor entity or its Parent subject to the Award and the exercise or purchase
price thereof which at least preserves the compensation element of the Award existing at the time
of the Corporate Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.




          "Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted
Stock, Restricted Stock Unit or other right or benefit under the Plan.




          "Award Agreement” means the written agreement evidencing the grant of an Award
executed by the Company and the Grantee, including any amendments thereto.




          "Board” means the Board of Directors of the Company.




          "Cause” means, with respect to the termination by the Company or a Related Entity of
the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly
defined in a then-effective written agreement between the Grantee and the Company or such Related
Entity, or in the absence of such then-effective written agreement and



definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance
of any act or failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with




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the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of
trust, or physical or emotional harm to any person.




          "Change in Control” means a change in ownership or control of the Company after the
Registration Date effected through either of the following transactions:




               the direct or indirect acquisition by any person or related group of persons (other than an
acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person
that directly or indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities pursuant to a tender or exchange offer made directly to the
Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or
Associates of the offeror do not recommend such stockholders accept, or



               a change in the composition of the Board over a period of thirty-six (36) months or less such
that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one
or more contested elections for Board membership, to be comprised of individuals who are Continuing
Directors.



          "Code” means the Internal Revenue Code of 1986, as amended.




          "Committee” means any committee composed of members of the Board appointed by the
Board to administer the Plan.




          "Common Stock” means the Class A Common Stock of the Company.




          "Company” means GCA Holdings, Inc., a Delaware corporation, or any successor entity
that adopts the Plan in connection with a Corporate Transaction.




          "Consultant” means any person (other than an Employee or a Director, solely with
respect to rendering services in such person’s capacity as a Director) who is engaged by the
Company or any Related Entity to render consulting or advisory services to the Company or such
Related Entity.




          "Continuing Directors” means members of the Board who either (i) have been Board
members continuously for a period of at least thirty-six (36) months or (ii) have been Board
members for less than thirty-six (36) months and were elected or nominated for election as



Board members by at least a majority of the Board members described in clause (i) who were still in
office at the time such election or nomination was approved by the Board.




          "Continuous Service” means that the provision of services to the Company or a Related
Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In
jurisdictions requiring notice in advance of an effective termination as an Employee, Director or
Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice period that must be
fulfilled before a termination as an Employee, Director or Consultant can be effective under
Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an
actual termination of Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case
of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any
successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as
long as the individual remains in the service of the Company or a Related Entity in any capacity of
Employee, Director or Consultant (except as




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otherwise provided in the Award Agreement). An approved leave of absence shall include sick
leave, military leave, or any other authorized personal leave. For purposes of each Incentive
Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon
expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option
shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day
following the expiration of such three (3) month period.




          "Corporate Transaction” means any of the following transactions, provided, however,
that the Administrator shall determine under parts (iv) and (v) whether multiple transactions are
related, and its determination shall be final, binding and conclusive:




               a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is
incorporated;



               the sale, transfer or other disposition of all or substantially all of the assets of the
Company;



               the complete liquidation or dissolution of the Company;



               any reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in which the Company
is the surviving entity but (A) the shares of Common Stock outstanding immediately prior to such
merger are converted or exchanged by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding securities are transferred to
a person or persons different from those who held such


securities immediately prior to such merger or the initial transaction culminating in such merger,
but excluding any such transaction or series of related transactions that the Administrator
determines shall not be a Corporate Transaction; or




               acquisition in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but
excluding any such transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction.



          "Covered Employee” means an Employee who is a “covered employee” under Section
162(m)(3) of the Code.




          "Director” means a member of the Board or the board of directors of any Related
Entity.




          "Disability” means as defined under the long-term disability policy of the Company or
the Related Entity to which the Grantee provides services regardless of whether the Grantee is
covered by such policy. If the Company or the Related Entity to which the Grantee provides service
does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to
carry out the responsibilities and functions of the position held by the Grantee by reason of any
medically determinable physical or mental impairment for a period of not less than ninety (90)
consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.




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          "Dividend Equivalent Right” means a right entitling the Grantee to compensation
measured by dividends paid with respect to Common Stock.




          "Employee” means any person, including an Officer or Director, who is in the employ of
the Company or any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of performance. The
payment of a director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.




          "Exchange Act” means the Securities Exchange Act of 1934, as amended.




          "Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               If the Common Stock is listed on one or more established stock exchanges or national market
systems, including without limitation The Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on the principal exchange or system on which
the Common Stock is listed (as determined by the Administrator) on the date of determination (or,
if no closing sales price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;



               If the Common Stock is regularly quoted on an automated quotation system (including the OTC
Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing
sales price for such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of a share of Common
Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date
of determination (or, if no such prices were reported on that date, on the last date such prices
were reported), as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or



               In the absence of an established market for the Common Stock of the type described in (i) and
(ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith.



          "Grantee” means an Employee, Director or Consultant who receives an Award under the
Plan.




          "Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.




          "Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive
Stock Option.




          "Officer” means a person who is an officer of the Company or a Related Entity within
the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.




          "Option” means an option to purchase Shares pursuant to an Award Agreement granted
under the Plan.




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          "Parent” means a “parent corporation”, whether now or hereafter existing, as defined
in Section 424(e) of the Code.




          "Performance-Based Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.




          "Plan” means this 2005 Stock Incentive Plan.




          "Registration Date” means the first to occur of (i) the closing of the first sale to
the general public pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the Common
Stock or (B) the same class of securities of a successor corporation (or its Parent) issued
pursuant to a Corporate Transaction in exchange for or in substitution of the Common Stock; and
(ii) in the event of a Corporate Transaction, the date of the consummation of the Corporate
Transaction if the same class of securities of the successor corporation (or its Parent) issuable
in such Corporate Transaction shall have been sold to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or prior to the date of consummation of such Corporate
Transaction.




          "Related Entity” means any Parent or Subsidiary of the Company and any business,
corporation, partnership, limited liability company or other entity in which the Company or a
Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or
indirectly.




          "Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a
comparable stock award or a cash incentive program of the Company, the successor entity (if
applicable) or Parent of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent payout in accordance
with the same (or a more favorable) vesting schedule applicable to such Award. The determination
of Award comparability shall be made by the Administrator and its determination shall be final,
binding and conclusive.




          "Restricted Stock” means Shares issued under the Plan to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as established by the
Administrator.




          "Restricted Stock Units” means an Award which may be earned in whole or in part upon
the passage of time or the attainment of performance criteria established by the Administrator and
which may be settled for cash, Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.




          "Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.




          "SAR” means a stock appreciation right entitling the Grantee to Shares or cash
compensation, as established by the Administrator, measured by appreciation in the value of Common
Stock.




          "Share” means a share of the Class A Common Stock.




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          "Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.




     Stock Subject to the Plan.



          Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which
may be issued pursuant to all Awards (including Incentive Stock Options) is 3,841,615 Shares, plus
an annual increase to be added on the first business day of each fiscal year beginning with the
fiscal year commencing on January 1, 2006 equal to three percent (3%) of the number of Shares
outstanding as of such date or a lesser number of Shares determined by the Administrator.
Notwithstanding the foregoing, subject to the provisions of Section 10, below, of the number of
Shares specified above, the maximum aggregate number of Shares available for grant of Incentive
Stock Options shall be 3,800,000 Shares, plus an annual increase to be added on the first day of
each fiscal year beginning with the fiscal year commencing on January 1, 2006 equal to the lesser
of (x) 3,800,000 Shares, (y) three percent (3%) of the number of Shares outstanding as of such
date, or (z) a lesser number of Shares determined by the Administrator. The Shares to be issued
pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.




          Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or
expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes
of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares
that actually have been issued under the Plan pursuant to an Award shall not be returned to the
Plan and shall not become available for future issuance under the Plan, except that if unvested
Shares are forfeited or repurchased by the Company, such Shares shall become available for future
grant under the Plan. To the extent not prohibited by the listing requirements of The Nasdaq
National Market (or other established stock exchange or national market system on which the Common
Stock is traded) and Applicable Law, any Shares covered by an Award which are surrendered (i) in
payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding
obligations incident to the exercise of an Award shall be deemed not to have been issued for
purposes of determining the maximum number of Shares which may be issued pursuant to all Awards
under the Plan, unless otherwise determined by the Administrator.




     Administration of the Plan.



          Plan Administrator.




               Administration with Respect to Directors and Officers. Prior to the Registration
Date, with respect to grants of Awards to Directors or Employees who are also Officers or Directors
of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by
the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.
On or after the Registration Date, with respect to grants of Awards to Directors or Employees who
are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted in such a manner as
to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to
be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the
Board.



               Administration With Respect to Consultants and Other Employees. With respect to
grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company,
the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable



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Laws. Once appointed, such Committee shall continue to serve in its designated capacity until
otherwise directed by the Board.




               Administration With Respect to Covered Employees. Notwithstanding the foregoing, as
of and after the date that the exemption for the Plan under Section 162(m) of the Code expires, as
set forth in Section 18 below, grants of Awards to any Covered Employee intended to qualify as
Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee)
which is comprised solely of two or more Directors eligible to serve on a committee making Awards
qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the “Administrator” or to a “Committee” shall be deemed to be references
to such Committee or subcommittee.



               Officer Authorization to Grant Awards. The Board may authorize one or more Officers
to grant Awards subject to such limitations as the Board determines from time to time.



          Multiple Administrative Bodies. The Plan may be administered by different bodies with
respect to Directors, Officers, Consultants, and Employees who are neither Directors nor Officers.




          Powers of the Administrator. Subject to Applicable Laws and the provisions of the
Plan (including any other powers given to the Administrator hereunder), and



except as otherwise provided by the Board, the Administrator shall have the authority, in its
discretion:




               to select the Employees, Directors and Consultants to whom Awards may be granted from time to
time hereunder;



               to determine whether and to what extent Awards are granted hereunder;



               to determine the number of Shares or the amount of other consideration to be covered by each
Award granted hereunder;



               to approve forms of Award Agreements for use under the Plan;



               to determine the terms and conditions of any Award granted hereunder;



               to grant Awards to Employees, Directors and Consultants employed outside the United States on
such terms and conditions different from those specified in the Plan as may, in the judgment of the
Administrator, be necessary or desirable to further the purpose of the Plan;



               to amend the terms of any outstanding Award granted under the Plan, provided that (A) any
amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be
made without the Grantee’s written consent, (B) the reduction of the exercise price of any Option
awarded under the Plan shall be subject to stockholder approval and (C) canceling an Option at a
time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange
for another Option, Restricted Stock, or other Award shall be subject to stockholder approval,
unless the cancellation and exchange occurs in connection with a Corporate Transaction.



               to construe and interpret the terms of the Plan and Awards, including without limitation, any
notice of award or Award Agreement, granted pursuant to the Plan; and



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               to take such other action, not inconsistent with the terms of the Plan, as the Administrator
deems appropriate.



          Indemnification. In addition to such other rights of indemnification as they may have
as members of the Board or as Officers or Employees of the Company or a Related Entity, members of
the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act
for the Board, the Administrator or the Company is delegated shall be defended and indemnified by
the Company to the extent permitted by law on an after-tax



basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred
in connection with the defense of any claim, investigation, action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, or any Award granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by the Company) or paid by them in satisfaction of a judgment in any such claim,
investigation, action, suit or proceeding, except in relation to matters as to which it shall be
adjudged in such claim, investigation, action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30)
days after the institution of such claim, investigation, action, suit or proceeding, such person
shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the
same.




     Eligibility. Awards other than Incentive Stock Options may be granted to Employees,
Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company
or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been
granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted
to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the
Administrator may determine from time to time.



     Terms and Conditions of Awards.



          Types of Awards. The Administrator is authorized under the Plan to award any type of
arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of
the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or
(iii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market
Value of the Shares and with an exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of performance criteria or other
conditions. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted
Stock, Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one such
security or benefit, or two (2) or more of them in any combination or alternative.




          Designation of Award. Each Award shall be designated in the Award Agreement. In the
case of an Option, the Option shall be designated as either an Incentive Stock Option or a
Non-Qualified Stock Option. However, notwithstanding such designation, an Option will qualify as
an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code
is calculated based on the aggregate Fair Market Value of the Shares subject to Options designated
as Incentive Stock Options which become exercisable for the first time by a Grantee during any
calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For
purposes of this calculation, Incentive Stock Options shall be




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taken into account in the order in which they were granted, and the Fair Market Value of the Shares
shall be determined as of the grant date of the relevant Option.




          Conditions of Award. Subject to the terms of the Plan, the Administrator shall
determine the provisions, terms, and conditions of each Award including, but not limited to, the
Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form
of payment (cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or combination of, the following: (i) increase in
share price, (ii) earnings per share, (iii) total stockholder return, (iv) operating margin, (v)
gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix)
operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue,
(xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value added
and (xvii) market share. The performance criteria may be applicable to the Company, Related
Entities and/or any individual business units of the Company or any Related Entity. Partial
achievement of the specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.




          Acquisitions and Other Transactions. The Administrator may issue Awards under the
Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant
future awards in connection with the Company or a Related Entity acquiring another entity, an
interest in another entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.




          Deferral of Award Payment. The Administrator may establish one or more programs under
the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration
upon exercise of an Award, satisfaction of performance criteria, or other event that absent the
election would entitle the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of such elections, the
mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares
or other consideration so deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral program.




          Separate Programs. The Administrator may establish one or more separate programs
under the Plan for the purpose of issuing particular forms of Awards to one or more classes of
Grantees on such terms and conditions as determined by the Administrator from time to time.




          Individual Option and SAR Limit. Following the date that the exemption from
application of Section 162(m) of the Code described in Section 18 (or any exemption having similar
effect) ceases to apply to Awards, the maximum number of Shares with respect to



which Options and SARs may be granted to any Grantee in any fiscal year of the Company shall be
2,000,000 Shares. In connection with a Grantee’s commencement of Continuous Service, a Grantee may
be granted Options and SARs for up to an additional 2,000,000 Shares which shall not count against
the limit set forth in the previous sentence. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization pursuant to Section
10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a Grantee, if any Option or SAR is canceled, the
canceled Option or SAR shall continue to count against the maximum number of Shares with respect to
which Options and SARs may be granted to the Grantee. For this purpose,




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the repricing of an Option (or in the case of a SAR, the base amount on which the stock
appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common
Stock) shall be treated as the cancellation of the existing Option or SAR and the grant of a new
Option or SAR.




          Early Exercise. The Award Agreement may, but need not, include a provision whereby
the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or
all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such
exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.




          Term of Award. The term of each Award shall be the term stated in the Award
Agreement, provided, however, that the term of an Incentive Stock Option shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive Stock Option
granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or
Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the
date of grant thereof or such shorter term as may be provided in the Award Agreement.
Notwithstanding the foregoing, the specified term of any Award shall not include any period for
which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the
Award.




          Transferability of Awards. Incentive Stock Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the
Grantee. Non-Qualified Stock Options and other Awards shall be transferable (i) by will or by the
laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in
the manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a
beneficiary designation form provided by the Administrator.




          Time of Granting Awards. The date of grant of an Award shall for all purposes be the
date on which the Administrator makes the determination to grant such Award, or such other later
date as is determined by the Administrator.




     Award Exercise or Purchase Price, Consideration and Taxes.



          Exercise or Purchase Price. The exercise or purchase price, if any, for an Award
shall be as follows:




               In the case of an Incentive Stock Option:



                    granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one
hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or



                    granted to any Employee other than an Employee described in the preceding paragraph, the per
Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.



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               In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less
than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant unless
otherwise determined by the Administrator.



               In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or
purchase price, if any, shall be not less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.



               In the case of other Awards, such price as is determined by the Administrator.



               Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued
pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined
in accordance with the provisions of the relevant instrument evidencing the agreement to issue such
Award.



          Consideration. Subject to Applicable Laws, the consideration to be paid for the
Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator. In addition to any other types of consideration the Administrator
may determine, the Administrator is authorized to accept as consideration for Shares issued under
the Plan the following provided that the portion of the



consideration equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:




               cash;



               check;



               delivery of Grantee’s promissory note with such recourse, interest, security, and redemption
provisions as the Administrator determines as appropriate (but only to the extent that the
acceptance or terms of the promissory note would not violate an Applicable Law);



               if the exercise or purchase occurs on or after the Registration Date, surrender of Shares or
delivery of a properly executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be exercised, provided,
however, that Shares acquired under the Plan or any other equity compensation plan or agreement of
the Company must have been held by the Grantee for a period of more than six (6) months (and not
used for another Award exercise by attestation during such period);



               with respect to Options, if the exercise occurs on or after the Registration Date, payment
through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall
provide written instructions to a Company designated brokerage firm to effect the immediate sale of
some or all of the purchased Shares and remit to the Company sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (B) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm
in order to complete the sale transaction; or



               any combination of the foregoing methods of payment.



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The Administrator may at any time or from time to time, by adoption of or by amendment to the
standard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant Awards
which do not permit all of the foregoing forms of consideration to be used in payment for the
Shares or which otherwise restrict one or more forms of consideration.




          Taxes. No Shares shall be delivered under the Plan to any Grantee or other person
until such Grantee or other person has made arrangements acceptable to the Administrator for the
satisfaction of any non-U.S., federal, state, or local income and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt of Shares. Upon
exercise or vesting of an Award the Company shall withhold or collect from Grantee an amount
sufficient to satisfy such tax obligations, including, but not limited too, by surrender of the
whole number of Shares covered by the Award sufficient to



satisfy the minimum applicable tax withholding obligations incident to the exercise or vesting of
an Award.




     Exercise of Award.



          Procedure for Exercise; Rights as a Stockholder




               Any Award granted hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator under the terms of the Plan and specified in the Award Agreement.



               An Award shall be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Award by the person entitled to exercise the
Award and full payment for the Shares with respect to which the Award is exercised has been made,
including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay
the purchase price as provided in Section 7(b)(v).



          Exercise of Award Following Termination of Continuous Service.




               An Award may not be exercised after the termination date of such Award set forth in the Award
Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to
the extent provided in the Award Agreement.



               Where the Award Agreement permits a Grantee to exercise an Award following the termination of
the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent
not exercised on the last day of the specified period or the last day of the original term of the
Award, whichever occurs first.



               Any Award designated as an Incentive Stock Option to the extent not exercised within the time
permitted by law for the exercise of Incentive Stock Options following the termination of a
Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.



     Conditions Upon Issuance of Shares.



          Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such
Award and the issuance and delivery of such Shares pursuant thereto shall comply with all
Applicable Laws, and shall be further subject to the approval of counsel for the Company with
respect to such compliance.




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          As a condition to the exercise of an Award, the Company may require the person exercising such
Award to represent and warrant at the time of any such exercise that the



Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required by any Applicable Laws.




     Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Options and SARs may be
granted to any Grantee in any fiscal year of the Company, as well as any other terms that the
Administrator determines require adjustment shall be proportionately adjusted for (i) any increase
or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or similar transaction affecting the
Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt
of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any
other transaction with respect to Common Stock including a corporate merger, consolidation,
acquisition of property or stock, separation (including a spin-off or other distribution of stock
or property), reorganization, liquidation (whether partial or complete) or any similar transaction;
provided, however that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Administrator and its determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to, the number or price of Shares subject to an Award.



     Corporate Transactions and Changes in Control.



          Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon
the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate.
However, all such Awards shall not terminate to the extent they are Assumed in connection with the
Corporate Transaction.




          No Acceleration of Award Upon Corporate Transaction or Change in Control. Except as
provided otherwise in an individual Award Agreement, in the event of any Corporate Transaction or
Change in Control, there will not be any acceleration of vesting or exercisability of any Award.




     Effective Date and Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated. Subject to



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Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming
effective.



     Amendment, Suspension or Termination of the Plan.



          The Board may at any time amend, suspend or terminate the Plan; provided, however, that no
such amendment shall be made without the approval of the Company’s stockholders to the extent such
approval is required by Applicable Laws, or if such amendment would lessen the stockholder approval
requirements of Section 4(c)(vii) or this Section 13(a).




          No Award may be granted during any suspension of the Plan or after termination of the Plan.




          No suspension or termination of the Plan (including termination of the Plan under Section 12,
above) shall adversely affect any rights under Awards already granted to a Grantee.




     Reservation of Shares.



          The Company, during the term of the Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.




          The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.




     No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer
upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere
in any way with his or her right or the right of the Company or any Related Entity to terminate the
Grantee’s Continuous Service at any time, with or without Cause, and with or without notice. The
ability of the Company or any Related Entity to terminate the employment of a Grantee who is
employed at will is in no way affected by its determination that the Grantee’s Continuous Service
has been terminated for Cause for the purposes of this Plan.



     No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed
compensation for purposes of computing benefits or contributions under any retirement plan of the
Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or


amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or
“Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.




     Stockholder Approval. The grant of Incentive Stock Options under the Plan, excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock Options pursuant to
Section 424(a) of the Code, shall be subject to approval of the Plan by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder
approval shall be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval by the
stockholders, but until such approval is obtained, no such Incentive Stock Option shall be



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exercisable. In the event that stockholder approval is not obtained within the twelve (12)
month period provided above, all Incentive Stock Options previously granted under the Plan shall be
exercisable as Non-Qualified Stock Options.



     Effect of Section 162(m) of the Code. Section 162(m) of the Code does not apply to
the Plan prior to the Registration Date or such earlier time that the Company first becomes subject
to the reporting obligations of Section 12 of the Exchange Act. Following the Registration Date or
such earlier time that the Company first becomes subject to the reporting obligations of Section 12
of the Exchange Act, the Plan, and all Awards (except Awards of Restricted Stock that vest over
time) issued thereunder, are intended to be exempt from the application of Section 162(m) of the
Code, which restricts under certain circumstances the Federal income tax deduction for compensation
paid by a public company to named executives in excess of $1 million per year. The exemption is
based on Treasury Regulation Section 1.162-27(f), in the form existing on the effective date of the
Plan, with the understanding that such regulation generally exempts from the application of Section
162(m) of the Code compensation paid pursuant to a plan that existed before a company becomes
publicly held. Under such Treasury Regulation, this exemption is available to the Plan for the
duration of the period that lasts until the earliest of (i) the expiration of the Plan, (ii) the
material modification of the Plan, (iii) the exhaustion of the maximum number of shares of Common
Stock available for Awards under the Plan, as set forth in Section 3(a), (iv) the first meeting of
shareholders at which directors are to be elected that occurs after the close of the third calendar
year following the calendar year in which the Company first becomes subject to the reporting
obligations of Section 12 of the Exchange Act, or (v) such other date required by Section 162(m) of
the Code and the rules and regulations promulgated thereunder. To the extent that the
Administrator determines as of the date of grant of an Award that (i) the Award is intended to
qualify as Performance-Based Compensation and (ii) the exemption described above is no longer
available with respect to such Award, such Award shall not be effective until any stockholder
approval required under Section 162(m) of the Code has been obtained.



     Unfunded Obligation. Grantees shall have the status of general unsecured creditors of
the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured
obligations for all purposes, including, without limitation, Title I of the


Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related
Entity shall be required to segregate any monies from its general funds, or to create any trusts,
or establish any special accounts with respect to such obligations. The Company shall retain at
all times beneficial ownership of any investments, including trust investments, which the Company
may make to fulfill its payment obligations hereunder. Any investments or the creation or
maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary
relationship between the Administrator, the Company or any Related Entity and a Grantee, or
otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any
assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or
any Related Entity for any changes in the value of any assets that may be invested or reinvested by
the Company with respect to the Plan.




     Construction. Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of the Plan. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




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