EX-10.1






COGENT COMMUNICATIONS GROUP, INC

2004 INCENTIVE AWARD PLAN

(as amended by the Board of Directors through April 17, 2014)




ARTICLE 1




PURPOSE




The purpose of the Cogent Communications Group, Inc. 2004 Incentive Award Plan (the
“Plan”) is to promote the success and enhance the value of Cogent Communications Group,
Inc. (the “Company”) by linking the personal interests of the members of the Board,
Employees, and Consultants to those of Company stockholders and by providing such individuals with
an incentive for outstanding performance to generate superior returns to Company stockholders. The
Plan is further intended to provide flexibility to the Company in its ability to motivate, attract,
and retain the services of members of the Board, Employees, and Consultants upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely
dependent.



ARTICLE 2

DEFINITIONS AND CONSTRUCTION




Wherever the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



2.1 “Award” means an Option, a Restricted Stock award, a Stock Appreciation Right
award, a Performance Share award, a Performance Stock Unit award, a Dividend Equivalents award, a
Stock Payment award, a Deferred Stock award, a Restricted Stock Unit award, an Other Stock-Based
Award, or a Performance-Based Award granted to a Participant pursuant to the Plan.



2.2 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.



2.3 “Board” means the Board of Directors of the Company.



2.4 “Change in Control” means a change in ownership or control of the Company effected
through the first to occur of any of the following transactions:



(a) A consolidation, merger or reorganization of the Company with or into any other
corporation or corporations in which the stockholders of the Company immediately before such event
shall own fifty percent (50%) or less (calculated on an as converted basis, fully diluted) of the
voting securities of the surviving corporation;



(b) Any transaction or series of related transactions in which at least fifty percent (50%) of
the Company’s voting power is transferred;



(c) The sale, transfer or lease of all or substantially all of the assets of the Company;



(d) Any acquisition of shares of capital stock of the Company (whether through a direct
issuance by the Company, negotiated stock purchase, a tender for such shares, merger, consolidation
or otherwise) by any party or group that did not beneficially own a majority of the voting power of
the outstanding shares of capital stock of the Company immediately prior to such purchase, the
effect of which is that such party or group beneficially owns at least a majority of such voting
power immediately after such event; or



(e) The Company consummates a plan of complete liquidation of the Company.



The Committee shall have full and final authority, which shall be exercised in its discretion, to
determine conclusively whether a Change in Control of the Company has occurred pursuant to the
above definition, and the date of the occurrence of such Change in Control and any incidental
matters relating thereto.



2.5 “Code” means the Internal Revenue Code of 1986, as amended and the regulations
issued thereunder.



2.6 “Committee” means the committee of the Board described in Article 11.



2.7 “Consultant” means any consultant or adviser if:



(a) The consultant or adviser renders bona fide services to the Company;



(b) The services rendered by the consultant or adviser are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and



(c) The consultant or adviser is a natural person who has contracted directly with the Company
to render such services.



2.8 “Covered Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.



2.9 “Deferred Stock” means a right to receive a specified number of shares of Stock
during specified time periods pursuant to Article 8.



2.10 “Disability” means that the Participant qualifies to receive long-term disability
payments under the Company’s long-term disability insurance program, as it may be amended from time
to time.



2.11 “Dividend Equivalents” means a right granted to a Participant pursuant to Article
8 to receive the equivalent value (in cash or Stock) of dividends paid on Stock.



2.12 “Effective Date” shall have the meaning set forth in Section 12.1.



2.13 “Employee” means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary.



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



2.15 “Fair Market Value” means, as of any given date, the fair market value of a share
of Stock on the immediately preceding date determined by such methods or procedures as may be
established from time to time by the Committee. Unless otherwise determined by the Committee, the
Fair Market Value of a share of Stock as of any date shall be the average of the high and low
trading prices for a share of Stock as reported on the American Stock Exchange (or on any national
securities exchange on which the Stock is then listed) for the immediately preceding date or, if no
such prices are reported for that date, the average of the high and low trading prices on the next
preceding date for which such prices were reported.



2.16 “Incentive Stock Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.



2.17 “Independent Director” means a member of the Board who is not an Employee of the
Company.



2.18 “Non-Employee Director” means a member of the Board who qualifies as a
“Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor
definition adopted by the Board.



2.19 “Non-Qualified Stock Option” means an Option that is not intended to be an
Incentive Stock Option.



2.20 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.



2.21 “Other Stock-Based Award” means an Award granted or denominated in Stock or units
of Stock pursuant to Section 8.7 of the Plan.



2.22 “Participant” means a person who, as a member of the Board, Consultant or
Employee, has been granted an Award pursuant to the Plan.



2.23 “Performance-Based Award” means an Award granted to selected Covered Employees
pursuant to Articles 6 and 8, and which is intended to qualify as Qualified Performance-Based
Compensation.



2.24 “Performance Criteria” means the criteria that the Committee selects for purposes
of establishing the Performance Goal or Performance Goals for a Participant for a Performance
Period. The Performance Criteria that will be used to establish Performance Goals are limited to
the following: net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or revenue, net income
(either before or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), return on capital, return on net assets, return on
stockholders’ equity, return on assets, stockholder returns, return on sales, gross or net profit
margin, productivity, expense margins, operating efficiency, customer satisfaction, working
capital, earnings per share, price per share of Stock, and market share, any of which may be
measured either in absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall, within the time prescribed by Section 162(m) of the
Code, define in an objective fashion the manner of calculating the Performance Criteria it selects
to use for such Performance Period for such Participant.



2.25 “Performance Goals” means, for a Performance Period, the goals established in
writing by the Committee for the Performance Period based upon the Performance Criteria. Depending
on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual. The Committee, in its discretion, may, within the time prescribed by Section
162(m) of the Code, adjust or modify the calculation of Performance Goals for such Performance
Period in order to prevent the dilution or enlargement of the rights of Participants (i) in the
event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event,
or development, or (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring
events affecting the Company, or the financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations, accounting principles, or business
conditions.



2.26 “Performance Period” means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant’s right to,
and the payment of, a Performance-Based Award.



2.27 “Performance Share” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain Performance Goals or
other performance-based targets established by the Committee.



2.28 “Performance Stock Unit” means a right granted to a Participant pursuant to
Article 8, to receive Stock, the payment of which is contingent upon achieving certain Performance
Goals or other performance-based targets established by the Committee.



2.29 “Prior Plan” means, the 2003 Incentive Award Plan of the Company as such plan may
be amended from time to time.



2.30 “Plan” means this Cogent Communications Group, Inc. 2004 Incentive Award Plan, as
it may be amended from time to time.



2.31 “Qualified Performance-Based Compensation” means any compensation that is
intended to qualify as “qualified performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.



2.32 “Restricted Stock” means Stock awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.



2.33 “Restricted Stock Unit” means an Award granted pursuant to Section 8.6.



2.34 “Securities Act” shall mean the Securities Act of 1933, as amended.



2.35 “Stock” means the Common Stock of the Company, par value $.001 per share, any
shares stock into which the Common Stock may be converted and such other securities of the Company
that may be substituted for Stock pursuant to Article 10.



2.36 “Stock Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number
of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR
was granted as set forth in the applicable Award Agreement.



2.37 “Stock Payment” means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or
other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to
Article 8.



2.38 “Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of
the Code and any applicable regulations promulgated thereunder.



ARTICLE 3

SHARES SUBJECT TO THE PLAN




3.1 Number of Shares.



(a) Subject to Article 10 and Section 3.1(b), the aggregate number of shares of Stock which
may be issued or transferred pursuant to Awards under the Plan shall be the sum of: (i) shares of
Stock that have been authorized by the shareholders; and (ii) any shares of Stock which as of the
Effective Date are available for issuance under the Prior Plan and which following the Effective
Date are not issued under the Prior Plan. In order that the applicable regulations under the Code
relating to Incentive Stock Options be satisfied, the maximum number of shares of Stock that may be
delivered upon exercise of Incentive Stock Options shall be the number specified in Section
3.1(a)(i), and, if necessary to satisfy such regulations, such maximum limit shall apply to the
number of shares of Stock that may be delivered in connection with each other type of Award under
the Plan (applicable separately to each type of Award).



(b) To the extent that an Award terminates, expires, or lapses for any reason, any shares of
Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan.
Additionally, any shares of Stock tendered or withheld to satisfy the grant or exercise price or
tax withholding obligation pursuant to any Award shall again be available for the grant of an Award
pursuant to the Plan. To the extent permitted by applicable law or any exchange rule, shares of
Stock issued in assumption of, or in substitution for, any outstanding awards of any entity
acquired in any form of combination by the Company or any Subsidiary shall not be counted against
shares of Stock available for grant pursuant to this Plan. The payment of Dividend Equivalents in
conjunction with any outstanding Awards shall not be counted against the shares available for
issuance under the Plan.



3.2 Stock Distributed. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision
in the Plan to the contrary, and subject to Article 10, the maximum number of shares of Stock with
respect to one or more Awards that may be granted to any one Participant in any twelve-month period
shall not exceed 769,230 shares of Stock.



ARTICLE 4

ELIGIBILITY AND PARTICIPATION




4.1 Eligibility.



(a) General. Persons eligible to participate in this Plan include Employees,
Consultants and all members of the Board, as determined by the Committee.



(b) Foreign Participants. In order to assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such special terms as it
may consider necessary or appropriate to accommodate differences in local law, tax policy, or
custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or
alternative versions of, the Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of the Plan as in effect for any other purpose; provided,
however, that no such supplements, amendments, restatements, or alternative versions shall increase
the share limitations contained in Sections 3.1 and 3.3 of the Plan.



4.2 Participation. Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all eligible individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan.



ARTICLE 5

STOCK OPTIONS




5.1 General. The Committee is authorized to grant Options to Participants on the
following terms and conditions:



(a) Exercise Price. All options granted to employees shall have a strike price not
less than the market price of the company’s common stock on the date of grant of the option.



(b) Time and Conditions of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part; provided that the term of any Option
granted under the Plan shall not exceed ten years. Options that vest based on meeting performance
targets shall not vest prior to the first anniversary of the grant.



(c) Payment. The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation, cash, promissory note
bearing interest at no less than such rate as shall then preclude the imputation of interest under
the Code, shares of Stock held for longer than 6 months having a Fair Market Value on the date of
delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or other
property acceptable to the Committee (including through the delivery of a notice that the
Participant has placed a market sell order with a broker with respect to shares of Stock then
issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise
price; provided that payment of such proceeds is then made to the Company upon settlement of such
sale), and the methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who
is a member of the Board or an “executive officer” of the Company within the meaning of Section
13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method
which would violate Section 13(k) of the Exchange Act.



(d) Evidence of Grant. All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.



5.2 Incentive Stock Options. Incentive Stock Options may be granted only to Employees
and the terms of any Incentive Stock Options granted pursuant to the Plan must comply with the
following additional provisions of this Section 5.2:



(a) Exercise Price. The exercise price per share of Stock shall be set by the
Committee; provided that the exercise price for any Incentive Stock Option shall not be less than
100% of the Fair Market Value (which is to say the market price of the company’s stock) on the date
of grant.



(b) Expiration of Option. An Incentive Stock Option may not be exercised to any
extent by anyone after the first to occur of the following events:




(i) Ten years from the date it is granted, unless an earlier time is set in the Award
Agreement.




(ii) One year after the date of the Participant’s termination of employment or service
on account of Disability or death. Upon the Participant’s Disability or death, any
Incentive Stock Options exercisable at the Participant’s Disability or death may be
exercised by the Participant’s legal representative or representatives, by the person or
persons entitled to do so pursuant to the Participant’s last will and testament, or, if the
Participant fails to make testamentary disposition of such Incentive Stock Option or dies
intestate, by the person or persons entitled to receive the Incentive Stock Option pursuant
to the applicable laws of descent and distribution.



(c) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of
the time the Option is granted) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00 or
such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the
extent that Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.



(d) Ten Percent Owners. An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of Stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.



(e) Transfer Restriction. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of
such shares of Stock to the Participant.



(f) Expiration of Incentive Stock Options. No Award of an Incentive Stock Option may
be made pursuant to this Plan after the tenth anniversary of the Effective Date.



(g) Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant.



5.3 Substitution of Stock Appreciation Rights. The Committee may provide in the Award
Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have
to right to substitute a Stock Appreciation Right for such Option at any time prior to or upon
exercise of such Option, subject to the provisions of Section 7.2 hereof; provided that such Stock
Appreciation Right shall be exercisable for the same number of shares of Stock as such substituted
Option would have been exercisable for.



5.4 Granting of Options to Independent Directors. The Board may from time to time, in
its sole discretion, and subject to the limitations of the Plan:



(a) Select from among the Independent Directors (including Independent Directors who have
previously been granted Options under the Plan) such of them as in its opinion should be granted
Options;



(b) Subject to Section 3.3, determine the number of shares of Stock that may be purchased upon
exercise of the Options granted to such selected Independent Directors; and



(c) Subject to the provisions of this Article 5, determine the terms and conditions of such
Options, consistent with the Plan.



Options granted to Independent Directors shall be Non-Qualified Stock Options.



5.5 Re-pricing. Granted options may not contain a reload feature. The exercise price of
granted Options may not be reduced, i.e. underwater Options may not be re-priced. Granted Options
may not be replaced with Restricted Stock. These prohibitions may only be waived by vote of the
stockholders.



ARTICLE 6

RESTRICTED STOCK AWARDS




6.1 Grant of Restricted Stock. The Committee is authorized to make Awards of
Restricted Stock to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.



6.2 Issuance and Restrictions. Restricted Stock shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on
the Restricted Stock). These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at
the time of the grant of the Award or thereafter. Restricted Stock, that does not vest on the
basis of meeting performance targets shall not vest at a rate that would cause the following
vesting schedule to be exceeded: no vesting prior to the first anniversary of the grant; no more
than 1/3 vested on the first anniversary of the grant; no more than 2/3 vested on the second
anniversary of the grant; and full vesting not occurring prior to the end of the third year.



6.3 Forfeiture. Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to restrictions shall be
forfeited; provided, however, that, the Committee may (a) provide in any Restricted Stock Award
Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in
whole or in part in the event of terminations resulting from specified causes, and (b) in other
cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.



6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.



6.5 Performance Based Awards. The Committee shall determine and designate if any
grants of Restricted Stock under this Article 6 made to Covered Employees are intended to be
Qualified Performance-Based Compensation. If the Committee designates an Award of Restricted Stock
as a Performance Based Award, the restrictions on such Award will lapse depending upon the
satisfaction of Performance Goals which are established and later certified in accordance with the
requirements of Code Section 162(m). Any such Performance Based Award may be subject to such
additional limitations as the Committee determines is necessary to conform with the requirements as
Qualified Performance-Based Compensation under Code Section 162(m). Restricted stock that vests
based on meeting performance targets shall not vest prior to the first anniversary of the grant.



ARTICLE 7

STOCK APPRECIATION RIGHTS




7.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to
any Participant selected by the Committee. A Stock Appreciation Right may be granted (a) in
connection and simultaneously with the grant of an Option, (b) with respect to a previously granted
Option, or (c) independent of an Option. A Stock Appreciation Right shall be subject to such terms
and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced
by an Award Agreement.



7.2 Coupled Stock Appreciation Rights.



(a) A Coupled Stock Appreciation Right (“CSAR”) shall be related to a particular
Option and shall be exercisable only when and to the extent the related Option is exercisable.



(b) A CSAR may be granted to a Participant for no more than the number of shares subject to
the simultaneously or previously granted Option to which it is coupled.



(c) A CSAR shall entitle the Participant (or other person entitled to exercise the Option
pursuant to the Plan) to surrender to the Company the unexercised portion of the Option to which
the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive from the
Company in exchange therefor an amount determined by multiplying the difference obtained by
subtracting the Option exercise price from the Fair Market Value of a share of Stock on the date of
exercise of the CSAR by the number of shares of Stock with respect to which the CSAR shall have
been exercised, subject to any limitations the Committee may impose.



7.3 Independent Stock Appreciation Rights.



(a) An Independent Stock Appreciation Right (“ISAR”) shall be unrelated to any Option
and shall have a term set by the Committee. An ISAR shall be exercisable in such installments as
the Committee may determine. An ISAR shall cover such number of shares of Stock as the Committee
may determine. The exercise price per share of Stock subject to each ISAR shall be set by the
Committee; provided, however, that the exercise price for any ISAR shall not be less than 100% of
the Fair Market Value on the date of grant; and provided, further, that, the Committee in its sole
and absolute discretion may provide that the ISAR may be exercised subsequent to a termination of
employment or service, as applicable, or following a Change in Control of the Company, or because
of the Participant’s retirement, death or disability, or otherwise.



(b) An ISAR shall entitle the Participant (or other person entitled to exercise the ISAR
pursuant to the Plan) to exercise all or a specified portion of the ISAR (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount determined by
multiplying the difference obtained by subtracting the exercise price per share of the ISAR from
the Fair Market Value of a share of Stock on the date of exercise of the ISAR by the number of
shares of Stock with respect to which the ISAR shall have been exercised, subject to any
limitations the Committee may impose.



7.4 Payment and Limitations on Exercise.



(a) Payment of the amounts determined under Sections 7.2(c) and 7.3(b) above shall be in cash,
in Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised)
or a combination of both, as determined by the Committee.



(b) To the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it shall be
made subject to satisfaction of all provisions of Article 5 above pertaining to Options.



(c) Stock Appreciation Rights that vest based on meeting performance targets shall not vest
prior to the first anniversary of the grant.



ARTICLE 8




OTHER TYPES OF AWARDS




8.1 Performance Share Awards. Any Participant selected by the Committee may be
granted one or more Performance Share awards which shall be denominated in a number of shares of
Stock and which may be linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee. In making such determinations,
the Committee shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other compensation of the
particular Participant.



8.2 Performance Stock Units. Any Participant selected by the Committee may be granted
one or more Performance Stock Unit awards which shall be denominated in units of value including
dollar value of shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by the Committee. In
making such determinations, the Committee shall consider (among such other factors as it deems
relevant in light of the specific type of award) the contributions, responsibilities and other
compensation of the particular Participant.



8.3 Dividend Equivalents.



(a) Any Participant selected by the Committee may be granted Dividend Equivalents based on the
dividends declared on the shares of Stock that are subject to any Award, to be credited as of
dividend payment dates, during the period between the date the Award is granted and the date the
Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents
shall be converted to cash or additional shares of Stock by such formula and at such time and
subject to such limitations as may be determined by the Committee.



(b) Dividend Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to pre-exercise periods,
regardless of whether such Option or SAR is subsequently exercised.



8.4 Stock Payments. Any Participant selected by the Committee may receive Stock
Payments in the manner determined from time to time by the Committee. The number of shares shall
be determined by the Committee and may be based upon the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, determined on the date such Stock
Payment is made or on any date thereafter.



8.5 Deferred Stock. Any Participant selected by the Committee may be granted an award
of Deferred Stock in the manner determined from time to time by the Committee. The number of
shares of Deferred Stock shall be determined by the Committee and may be linked to the Performance
Criteria or other specific performance criteria determined to be appropriate by the Committee, in
each case on a specified date or dates or over any period or periods determined by the Committee.
Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has
vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless
otherwise provided by the Committee, a Participant awarded Deferred Stock shall have no rights as a
Company stockholder with respect to such Deferred Stock until such time as the Deferred Stock Award
has vested and the Stock underlying the Deferred Stock Award has been issued.



8.6 Restricted Stock Units. The Committee is authorized to make Awards of Restricted
Stock Units to any Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate. At the time of grant, the
Committee shall specify the maturity date applicable to each grant of Restricted Stock Units which
shall be no earlier than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the Participant one
unrestricted, fully transferable share of Stock for each Restricted Stock Unit scheduled to be paid
out on such date and not previously forfeited. The Committee shall specify the purchase price, if
any, to be paid by the grantee to the Company for such shares of Stock.



8.7 Other Stock-Based Awards. Any Participant selected by the Committee may be
granted one or more Awards that provide Participants with shares of Stock or the right to purchase
shares of Stock or that have a value derived from the value of, or an exercise or conversion
privilege at a price related to, or that are otherwise payable in shares of Stock and which may be
linked to any one or more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or dates or over any
period or periods determined by the Committee. In making such determinations, the Committee shall
consider (among such other factors as it deems relevant in light of the specific type of Award) the
contributions, responsibilities and other compensation of the particular Participant.



8.8 Term. Except as otherwise provided herein, the term of any Award of Performance
Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted
Stock Units or Other Stock-Based Award shall be set by the Committee in its discretion. Restricted
Stock Units, Deferred Stock, Stock Payments and other awards that represent or substitute for
stock, that do not vest on the basis of meeting performance targets, shall not vest at a rate that
would cause the following vesting schedule to be exceeded: no vesting prior to the first
anniversary of the grant; no more than 1/3 vested on the first anniversary of the grant; no more
than 2/3 vested on the second anniversary of the grant; and full vesting not occurring prior to the
end of the third year. Restricted Stock Units, Deferred Stock, Stock Payments and other awards
that represent or substitute for stock that vest based on meeting performance targets shall not
vest prior to the first anniversary of the grant.



8.9 Exercise or Purchase Price. The Committee may establish the exercise or purchase
price, if any, of any Award of Performance Shares, Performance Stock Units, Deferred Stock, Stock
Payments, Restricted Stock Units or Other Stock-Based Award; provided, however, that such price
shall not be less than the par value of a share of Stock on the date of grant, unless otherwise
permitted by applicable state law.



8.10 Form of Payment. Payments with respect to any Awards granted under this Article
8 shall be made in cash, in Stock or a combination of both, as determined by the Committee.



8.11 Award Agreement. All Awards under this Article 8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be evidenced by a written
Award Agreement.



8.12 Performance Based Awards. The Committee shall determine if any Awards granted
under this Article 8 to Covered Employees are intended to be Qualified Performance-Based
Compensation and shall designate such Awards as Performance Based Awards. If the Committee
designates an Award as a Performance Based Award, the Committee will designate the Performance
Goals, Performance Criteria and Performance Period applicable to such Award and later certified
achievement of such Performance Goals in accordance with the requirements of Code Section 162(m).
Any such Performance Based Award may be subject to such limitations as the Committee determines is
necessary to conform with the requirements as Qualified Performance-Based Compensation under Code
Section 162(m).



ARTICLE 9

PROVISIONS APPLICABLE TO AWARDS




9.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other
Awards.



9.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award. An Award may, in the discretion of the Committee grant to the Company
certain rights, including rights of first refusal and call or repurchase rights on any shares of
Stock issued under an Award. Additionally, an Award may require the Participant to consent to
execute such other agreements regarding the shares of Stock issuable under such Award as requested
by the Company, including but not limited to stockholders agreements and/ or lock-up agreements.



9.3 Limits on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,
no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision in the Award or
an amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred
to, exercised by and paid to certain persons or entities related to the Participant, including but
not limited to members of the Participant’s family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or
charitable institutions, or to such other persons or entities as may be expressly approved by the
Committee, pursuant to such conditions and procedures as the Committee may establish. Any
permitted transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a
“blind trust” in connection with the Participant’s termination of employment or service with the
Company or a Subsidiary to assume a position with a governmental, charitable, educational or
similar non-profit institution) and on a basis consistent with the Company’s lawful issue of
securities.



9.4 Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property state, a designation of a person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made
to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the Committee.



9.5 Stock Certificates. Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to
the exercise of any Award, unless and until the Board has determined, with advice of counsel, that
the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to the
Plan are subject to any stop-transfer orders and other restrictions as the Committee deems
necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other
laws, rules and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate to reference restrictions applicable to the Stock. In addition to the
terms and conditions provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion, deems advisable in
order to comply with any such laws, regulations, or requirements. The Committee shall have the
right to require any Participant to comply with any timing, “blackout”, or other restrictions with
respect to the settlement or exercise of any Award and with respect to the sale of any security
received as a result of any Award, including a window-period limitation, as may be imposed in the
discretion of the Committee.



9.6 Other Conditions Pertaining to Vesting. Vesting of restricted stock and
options granted to employees shall not accelerate except in the following circumstances: death,
disability, change of control of the company, and retirement. An award that provides for
acceleration of vesting in the event of a change of control shall not provide for acceleration that
would result in the employee receiving more than three times his or her annual compensation from
acceleration of the award as a result of the change of control. Awards of restricted stock and
options shall be measured against this standard using value of restricted stock and options and
compensation at the time of the grant.



ARTICLE 10

CHANGES IN CAPITAL STRUCTURE




10.1 Adjustments.



(a) In the event of any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash
dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or
the share price of the Stock, the Committee shall make such proportionate adjustments as necessary
to reflect such change with respect to (i) the aggregate number and type of shares that may be
issued under the Plan (including, but not limited to, adjustments of the limitations in Sections
3.1 and 3.3); (ii) the terms and conditions of any outstanding Awards (including, without
limitation, any applicable performance targets or criteria with respect thereto); and (iii) the
grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment
affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code.



(b) In the event of any transaction or event described in Section 10.1(a) or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the
financial statements of the Company or any affiliate (including without limitation any Change in
Control), or of changes in applicable laws, regulations or accounting principles, the Committee, in
its sole discretion and on such terms and conditions as it deems appropriate, either by the terms
of the Award or by action taken prior to the occurrence of such transaction or event and either
automatically or upon the Participant’s request, is hereby authorized to take any one or more of
the following actions whenever the Committee determines that such action is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:




(i) To provide for either (A) termination of any such Award in exchange for an amount
of cash, if any, equal to the amount that would have been attained upon the exercise of such
Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of
the date of the occurrence of the transaction or event described in this Section 10.1(b) the
Committee determines in good faith that no amount would have been attained upon the exercise
of such Award or realization of the Participant’s rights, then such Award may be terminated
by the Company without payment) or (B) the replacement of such Award with other rights or
property selected by the Committee in its sole discretion;




(ii) To provide that such Award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by similar options, rights or
awards covering the stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of shares and
prices; and




(iii) To make adjustments in the number and type of shares of Common Stock (or other
securities or property) subject to outstanding Awards, and in the number and kind of
outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of
(including the grant or exercise price), and the criteria included in, outstanding options,
rights and awards and options, rights and awards which may be granted in the future;




(iv) To provide that such Award shall be exercisable or payable or fully vested with
respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan
or the applicable Award Agreement; and




(v) To provide that the Award cannot vest, be exercised or become payable after such
event.



10.2 Acceleration Upon a Change in Control. Notwithstanding Section 10.1, except as
may otherwise be provided in any applicable Award Agreement or other written agreement entered into
between the Company and a Participant, if a Change in Control occurs and a Participant’s Awards are
not converted, assumed, or replaced by a successor, such Awards shall become fully exercisable,
payable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a
Change in Control, the Committee may cause any and all Awards outstanding hereunder to terminate at
a specific time in the future, including but not limited to the date of such Change in Control, and
shall give each Participant the right to exercise such Awards during a period of time as the
Committee, in its sole and absolute discretion, shall determine. In the event that the terms of
any agreement between the Company or any Company subsidiary or affiliate and a Participant contains
provisions that conflict with and are more restrictive than the provisions of this Section 10.2,
this Section 10.2 shall prevail and control and the more restrictive terms of such agreement (and
only such terms) shall be of no force or effect.



10.3 Outstanding Awards – Certain Mergers. Subject to any required action by the
stockholders of the Company, in the event that the Company shall be the surviving corporation in
any merger or consolidation (except a merger or consolidation as a result of which the holders of
shares of Stock receive securities of another corporation), each Award outstanding on the date of
such merger or consolidation shall pertain to and apply to the securities that a holder of the
number of shares of Stock subject to such Award would have received in such merger or
consolidation.



10.4 Outstanding Awards – Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically referred to in this
Article 10, the Committee may, in its absolute discretion, make such adjustments in the number and
kind of shares or other securities subject to Awards outstanding on the date on which such change
occurs and in the per share grant or exercise price of each Award as the Committee may consider
appropriate to prevent dilution or enlargement of rights.



10.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, 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 thereof shall be made with respect
to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.



ARTICLE 11

ADMINISTRATION




11.1 Committee. Unless and until the Board delegates administration of the Plan to a
Committee as set forth below, the Plan shall be administered by the full Board, and for such
purposes the term “Committee” as used in this Plan shall be deemed to refer to the Board. The
Board, at its discretion or as otherwise necessary to comply with the requirements of Section
162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by any
other applicable rule or regulation, shall delegate administration of the Plan to a Committee. The
Committee shall consist solely of two or more members of the Board each of whom is both an “outside
director,” within the meaning of Section 162(m) of the Code, and a Non-Employee Director.
Notwithstanding the foregoing: (a) the full Board, acting by a majority of its members in office,
shall conduct the general administration of the Plan with respect to all Awards granted to
Independent Directors and Participants subject to Section 16 of the Exchange Act and for purposes
of such Awards the term “Committee” as used in this Plan shall be deemed to refer to the Board and
(b) the Committee may delegate its authority hereunder to the extent permitted by Section 11.5.
Appointment of Committee members shall be effective upon acceptance of appointment. The Board may
abolish the Committee at any time and revest in the Board the administration of the Plan.
Committee members may resign at any time by delivering written notice to the Board. Vacancies in
the Committee may only be filled by the Board.



11.2 Action by the Committee. A majority of the Committee shall constitute a quorum.
The acts of a majority of the members present at any meeting at which a quorum is present, and acts
approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts
of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other employee of the
Company or any Subsidiary, the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist in the
administration of the Plan.



11.3 Authority of Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:



(a) Designate Participants to receive Awards;



(b) Determine the type or types of Awards to be granted to each Participant;



(c) Determine the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;



(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines; provided, however, that the Committee shall not have
the authority to accelerate the vesting or waive the forfeiture of any Performance-Based Awards;



(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;



(f) Prescribe the form of each Award Agreement, which need not be identical for each
Participant;



(g) Decide all other matters that must be determined in connection with an Award;



(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;



(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and



(j) Make all other decisions and determinations that may be required pursuant to the Plan or
as the Committee deems necessary or advisable to administer the Plan.



11.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards
granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties.



11.5 Delegation of Authority. To the extent permitted by applicable law, the
Committee may from time to time delegate to a committee of one or more members of the Board or one
or more officers of the Company the authority to grant or amend Awards to Participants other than
(a) senior executives of the Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom authority to grant or
amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such delegation, and the
Committee may at any time rescind the authority so delegated or appoint a new delegatee. At all
times, the delegatee appointed under this Section 11.5 shall serve in such capacity at the pleasure
of the Committee.



ARTICLE 12

EFFECTIVE AND EXPIRATION DATE




12.1 Effective Date. The Plan is effective on the date it is approved by the
Company’s stockholders (the “Effective Date”). The Plan will be deemed to be approved by
the stockholders if it receives the affirmative vote of the holders of a majority of the shares of
stock of the Company present or represented and entitled to vote at a meeting duly held in
accordance with the applicable provisions of the Company’s Bylaws.



12.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant
to the Plan after, the tenth anniversary of the most recent date this Plan is approved by the
stockholders. Any Awards that are outstanding as of the Expiration Date shall remain in force
according to the terms of the Plan and the applicable Award Agreement.



ARTICLE 13

AMENDMENT, MODIFICATION, AND TERMINATION




13.1 Amendment, Modification, And Termination. With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) stockholder approval is
required for any amendment to the Plan that (i) increases the number of shares available under the
Plan (other than any adjustment as provided by Article 10), or (ii) permits the Committee to extend
the exercise period for an Option beyond ten years from the date of grant. Notwithstanding any
provision in this Plan to the contrary, absent approval of the stockholders of the Company, no
Option may be amended to reduce the per share exercise price of the shares subject to such Option
below the per share exercise price as of the date the Option is granted and, except as permitted by
Article 10, no Option may be granted in exchange for, or in connection with, the cancellation or
surrender of an Option having a higher per share exercise price.



13.2 Awards Previously Granted. No termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan
without the prior written consent of the Participant.



ARTICLE 14

GENERAL PROVISIONS




14.1 No Rights to Awards. No Participant, employee, or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons uniformly.



14.2 No Stockholders Rights. No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in
connection with such Award.



14.3 Withholding. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise
issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal
to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number
of shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award in order to satisfy the Participant’s federal, state, local and foreign income and
payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award
shall be limited to the number of shares which have a Fair Market Value on the date of withholding
or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes that
are applicable to such supplemental taxable income. No shares of Stock shall be delivered upon
exercise of an option or a SAR or under Restricted Stock Units or Deferred Stock or restrictive
legends removed from any Shares of Stock previously delivered under another Award unless and until
the Participant satisfies all required applicable tax withholding obligations.



14.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant’s employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary.



14.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.



14.6 Indemnification. To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in
such action, suit, or proceeding against him or her; provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to
the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.



14.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.



14.8 Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.



14.9 Titles and Headings. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.



14.10 Fractional Shares. No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.



14.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall
be deemed amended to the extent necessary to conform to such applicable exemptive rule.



14.12 Government and Other Regulations. The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act of 1933, as amended, any of the shares of
Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of 1933, as amended, the
Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.



14.13 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of Delaware.



* * * * *




I hereby certify that the foregoing Plan was duly amended by the Board of Directors of Cogent
Communications Group, Inc. on April 17, 2014.



Executed on this 17th day of April, 2014.




/s/Ried R. Zulager





	 	 	Ried R. Zulager, Corporate Secretary