**Exhibit 10.21**

 

**SONIC SOLUTIONS**

 

**2005 STOCK INCENTIVE PLAN**

**(NON-U.S.EMPLOYEES)**

 

1. Purposes of the Plan. The purposes ofthis Plan are to attract and retain the best available personnel, to provide additional incentives to Employees in connection with their commencement of Continuous Service and to promote the success of the Company’s business. 

 

2. Definitions. The following definitions shall apply as used hereinand 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 Section2. 

 

(a) “Administrator” meansthe Board or any of the Committees appointed to administer the Plan. 

 

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

 

(c) “Applicable Laws” means the legalrequirements 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 anynon-U.S. jurisdiction applicable to Awards granted to residents therein. 

 

(d) “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 expresslyassumed (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 theAward 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 theAward. 

 

(e) “Award” means thegrant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or benefit under the Plan. 

 

(f) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and theGrantee, including any amendments thereto. 

 

(g) “Board” means the Board of Directors of the Company. 

 

(h) “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s ContinuousService, 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 agreementand 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 

 

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Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of acrime involving dishonesty, breach of trust, or physical or emotional harm to any person. 

 

(i) “Change in Control” means a change in ownership or control of the Company effected through either of the followingtransactions: 

 

(i) the direct or indirectacquisition 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 controlwith, 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 atender or exchange offer made directly to the Company’s shareholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept, or 

 

(ii) a change in the composition of the Board over a periodof 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.

 

(j) “Code” means theInternal Revenue Code of 1986, as amended. 

 

(k) “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan. 

 

(l) “Common Stock” means the common stock of the Company. 

 

(m) “Company” means Sonic Solutions, a California corporation. 

 

(n) “Consultant” means any person (otherthan 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 RelatedEntity. 

 

(o) “ContinuingDirectors” 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 forelection 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. 

 

(p) “Continuous Service” means that the provision of services to the Company or a RelatedEntity 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 deemedterminated 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 

 

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Consultant can be effective under Applicable Laws. 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 anycapacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. 

 

(q) “Corporate Transaction” means any ofthe following transactions: 

 

(i) a merger orconsolidation 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; 

 

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

 

(iii) the complete liquidation or dissolutionof the Company; 

 

(iv) any reverse merger orseries 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 priorto 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 forty percent (40%) of the total combined voting power ofthe 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 transactionor series of related transactions that the Administrator determines shall not be a Corporate Transaction; or 

 

(v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by aCompany-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 outstandingsecurities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 

 

(r) “Director” means a member of the Board or the board of directors of any Related Entity. 

 

(s) “Disability” means as defined under thelong-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 nothave 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 mentalimpairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a 

 

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Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 

 

(t) “Dividend Equivalent Right” means aright entitling the Grantee to compensation measured by dividends paid with respect to Common Stock. 

 

(u) “Employee” means any person, including an Officer or Director, who is in the employ of the Company or any RelatedEntity, 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 besufficient to constitute “employment” by the Company. 

 

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

 

(w) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

 

(i) If the Common Stock is listed on one or more establishedstock 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; 

 

(ii) If the Common Stock is regularly quoted on an automatedquotation 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, butif 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, onthe last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 

 

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

 

(x) “Grantee” means an Employee who receives an Award under the Plan. 

 

(y) “Non-Qualified Stock Option” means an Option not intended to qualify as an incentive stock option within the meaningof Section 422 of the Code. 

 

(z)“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. 

 

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(aa) “Option” means a Non-Qualified Stock Option to purchase Sharespursuant to an Award Agreement granted under the Plan. 

 

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

 

(cc) “Plan” means this 2005 Stock Incentive Plan (Non-U.S. Employees). 

 

(dd) “Related Entity” means any Parent orSubsidiary 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.

 

(ee) “Replaced” means thatpursuant 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 suchAward 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 theAdministrator and its determination shall be final, binding and conclusive. 

 

(ff) “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. 

 

(gg) “Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or theattainment 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. 

 

(hh) “Rule 16b-3” means Rule 16b-3promulgated under the Exchange Act or any successor thereto. 

 

(ii) “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.

 

(jj) “Share” means a shareof the Common Stock. 

 

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

 

3. Stock Subject to the Plan. 

 

(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is750,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. 

 

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(b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceledor 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 Planpursuant 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 at the lower of their original purchase price ortheir Fair Market Value at the time of repurchase, such Shares shall become available for future grant under the Plan. 

 

4. Administration of the Plan. 

 

(a) Plan Administrator. 

 

(i) Administration with Respect to Officers. With respect to grants of Awards to Employees who are also Officers or Directors ofthe 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 underthe 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. 

 

(ii) Administration With Respect to Other Employees.With respect to grants of Awards to Employees 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 asto satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authorityas the Board determines from time to time. 

 

(iii) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the ApplicableLaws. 

 

(b) 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: 

 

(i) subject to Section 5 of the Plan, to select theEmployees to whom Awards may be granted from time to time hereunder; 

 

(ii) to determine whether and to what extent Awards are granted hereunder; 

 

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

 

(iv) to approve forms of Award Agreements for use under thePlan; 

 

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

 

(vi) to amend the terms of any outstanding Award grantedunder the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; 

 

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

 

(viii) to grant Awards to Employees 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 tofurther the purpose of the Plan; and 

 

(ix) totake such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate. 

 

(c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers orEmployees 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 andindemnified 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 amountspaid 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 shallbe 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. 

 

5. Eligibility. Awards may only be granted to Employees (a) who have not previously been an Employee or Director of the Company or a RelatedEntity or (b) following a bonafide period of non-employment or non-service to the Company or a Related Entity. Awards may be granted to such Employees who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.Participation in the Plan is voluntary. 

 

6. Terms andConditions of Awards. 

 

(a) Types ofAwards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee 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) cashor (iii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market Value of 

 

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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 ofperformance 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. 

 

(b) Designation of Award. Each Award shall be designated in the Award Agreement. 

 

(c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditionsof 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, paymentcontingencies, 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) totalshareholder 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, (xvii) market share, (xviii) personal management objectives, and (xix) other measures of performance selected by the Administrator. Partial achievement ofthe specified criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. 

 

(d) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption orsubstitution 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. 

 

(e) Deferral of Award Payment. Subject to Applicable Laws, the Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt ofconsideration 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 establishthe 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 proceduresthat the Administrator deems advisable for the administration of any such deferral program. 

 

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

 

(g) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while anEmployee, Director or Consultant 

 

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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 arepurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. 

 

(h) Term of Award. The term of each Award shall be the term stated in the Award Agreement. 

 

(i) Transferability of Awards. Awards shall betransferable (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 morebeneficiaries of the Grantee’s Option in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. 

 

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

 

7. Award Exercise or Purchase Price, Consideration and Taxes. 

 

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be such price as is determined by theAdministrator. Notwithstanding the foregoing, 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 evidencingthe agreement to issue such Award. 

 

(b)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 othertypes of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following: 

 

(i) cash; 

 

(ii) check; 

 

(iii) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may requirewhich 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 equitycompensation 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); 

 

(iv) with respect to Options, payment through abroker-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 Companysufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the 

 

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certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or 

 

(v) any combination of the foregoing methods of payment.

 

(c) Taxes. No Shares shall bedelivered 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 withholdingobligations. Upon exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations. 

 

8. Exercise of Award. 

 

(a) Procedure for Exercise; Rights as a Shareholder. 

 

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determinedby the Administrator under the terms of the Plan and specified in the Award Agreement. 

(ii) An Award shall be deemed to beexercised 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,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)(iv). 

 

(b) Exercise of Award Following Termination of Continuous Service. 

 

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

 

(ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Servicefor 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. 

 

9. Conditions Upon Issuance of Shares. 

 

(a) Shares shall not be issued pursuant to the exercise ofan 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.

 

(b) As a condition to the exercise of anAward, 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. 

 

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10. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholdersof 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, theexercise or purchase price of each such outstanding Award, 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 resultingfrom 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 ofconsideration 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 aspin-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 havebeen “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 sharesof 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. 

 

11. Corporate Transactions and Changes in Control. 

 

(a) Termination of Award to Extent Not Assumed inCorporate 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 theCorporate Transaction. 

 

(b) Acceleration ofAward Upon Corporate Transaction or Change in Control. 

 

(i) Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate Transaction, for the portion of each Award that is neither Assumed nor Replaced, suchportion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the time represented bysuch portion of the Award, immediately prior to the specified effective date of such Corporate Transaction. 

 

(ii) Change in Control. Except as provided otherwise in an individual Award Agreement, in the event of a Change in Control (otherthan a Change in Control which also is a Corporate Transaction), each Award which is at the time outstanding under the Plan automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights (other thanrepurchase rights exercisable at fair market value), immediately prior to the specified effective date of such Change in Control, for all of the Shares at the time represented by such Award. 

 

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12. Effective Date and Term of Plan. The Plan shall become effective upon its adoption by theBoard. It shall continue in effect for a term of ten (10) years unless sooner terminated. 

 

13. Amendment, Suspension or Termination of the Plan. 

 

(a) The Board may at any time amend, suspend or terminate the Plan. 

 

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

 

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

 

14. Reservation of Shares. 

 

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

 

(b) Theinability 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 ofany liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

 

15. No Effect on Terms of Employment Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’sContinuous 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. Theability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will or otherwise is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for thepurposes of this Plan. 

 

16. No Effect on Retirement andOther 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 planof 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. ThePlan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

 

17. Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant tothe 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 tosegregate any monies from its general funds, or to create any 

 

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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 relationshipbetween 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 shallhave 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. 

 

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