November 3, 2014 S8 Exhibit 10.23





Exhibit 10.23



 

 


 

 

8X8, INC.

                  AMENDED AND RESTATED 2013 NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN

 

 

Amended as of October 22, 2013

 









8X8, INC.

NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN



	Purposes

1.1   General Purpose.  The Company, by means of the Plan, seeks to retain the services of
persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an
inducement material to the individual's entering into employment with the Company within the meaning of Rule 5635(c)(4) of the
Nasdaq Listing Rules, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

1.2   Available Awards.  The purpose of the Plan is to provide a means by which eligible recipients of
Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock
Awards: Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Stock
Grants.



	Definitions 
As used in this Plan, the following terms shall have the following meanings:





2.1   Accelerate, Accelerated, and Acceleration means: (a)
when used with respect to a Stock Right, that as of the time of reference the Stock Right will become exercisable with respect to some
or all of the shares of Stock for which it was not then otherwise exercisable by its terms; (b) when used with respect to Restricted Stock
or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the Stock or Units shall expire with respect to some or all of
the shares of Restricted Stock or Units then still otherwise subject to the Risk of Forfeiture; and (c) when used with respect to
Performance Units, that the applicable Performance Goals or other business objectives shall be deemed to have been met as to some
or all of the Units.  

2.2   Affiliate means any corporation, partnership, limited liability company, business trust, or
other entity controlling, controlled by or under common control with the Company.

2.3   Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights,
Performance Units, Restricted Stock, Restricted Stock Units or Stock Grants.

2.4   Award Agreement means an agreement between the Company and the recipient of an
Award, or other notice of grant of an Award, setting forth the terms and conditions of the Award.

2.5   Board means the Company's Board of Directors.










2.6   Code means the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute thereto, and any regulations issued from time to time thereunder.

2.7   Committee means the Compensation Committee of the Board, which in general is
responsible for the administration of the Plan, as provided in Section 4 of the Plan.  For any period during which no such
committee is in existence, "Committee" shall mean the Independent Board, and all authority and responsibility assigned to
the Committee under the Plan shall be exercised, if at all, by the Independent Board.

2.8   Company means 8x8, Inc., a corporation organized under the laws of the State of
Delaware.

2.9   Corporate Transaction means any (1) merger or consolidation of the Company with or into
another entity as a result of which the Stock of the Company is converted into or exchanged for the right to receive cash, securities or
other property or is cancelled, (2) sale or exchange of all of the Stock of the Company for cash, securities or other property, (3) sale,
transfer, or other disposition of all or substantially all of the Company's assets to one or more other persons in a single transaction or
series of related transactions or (4) liquidation or dissolution of the Company; except, in the case of clauses (1) and (2), for a
transaction the principal purpose of which is to change the state in which the Company is incorporated.

2.10   Effective Date means the date on which this Plan has been approved by the Board,
including the Independent Board.

2.11   Exchange Act means the Securities Exchange Act of 1934, as amended.


2.12   Grant Date means the date as of which an Option is granted, as determined under
Section 6.1(a).

2.13   Independent Board means a majority of the independent directors on the Board.
"Independent director" has the meaning given under Rule 5605(a)(2) of the Nasdaq Listing
Rules.

2.14   Market Value means the value of a share of Stock on a particular date determined by such
methods or procedures as may be established by the Committee.  Unless otherwise determined by the Committee, the Market Value of
Stock as of any date is: (a) the closing price for the Stock as reported on the NASDAQ Global Market (or on any other national
securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on
the next preceding date for which a closing price was reported; or (b) if the Stock is not traded on a national securities exchange but is
traded over-the-counter, the closing or last price of the Stock on the composite tape or other comparable reporting system on that date
or, if such date is not a trading day, the last market trading day prior to such date.

2.15   Option means an option to purchase shares of Stock.




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2.16   Optionee means a Participant to whom an Option shall have been granted under the
Plan.

2.17   Participant means any holder of an outstanding Award under the Plan.

2.18   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 used to
establish Performance Goals are limited to: (i) cash flow (before or after dividends), (ii) earnings per share (including, without limitation,
earnings before interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v) stockholder return or total
stockholder return, (vi) return on capital (including, without limitation, return on total capital or return on invested capital), (vii) return on
investment, (viii) return on assets or net assets, (ix) market capitalization, (x) economic value added, (xi) debt leverage (debt to capital),
(xii) revenue, (xiii) sales or net sales, (xiv) backlog, (xv) income, pre-tax income or net income, (xvi) operating income or pre-tax profit,
(xvii) operating profit, net operating profit or economic profit, (xviii) gross margin, operating margin or profit margin, (xix) return on
operating revenue or return on operating assets, (xx) cash from operations, (xxi) operating ratio, (xxii) operating revenue, (xxiii) market
share improvement, (xxiv) general and administrative expenses and (xxv) customer service.

2.19   Performance Goals means, for a Performance Period, the written goal or goals established
by the Committee for the Performance Period based upon one or more of the Performance Criteria.  The Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit, subsidiary, or an individual, either
individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either
individually, alternatively or in any combination, and measured either quarterly, annually or cumulatively over a period of years, on an
absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as
specified by the Committee. The Committee will objectively define the manner of calculating the Performance Goal or Goals it selects to
use for such Performance Period for such Participant, including whether or to what extent there shall not be taken into account any of
the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii)
the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for
reorganization and restructuring programs and (v) any extraordinary, unusual, non-recurring or non-comparable items (A) as described
in Accounting Standard Codification Section 225-20 (or its successor provisions), (B) as described in management's discussion and
analysis of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable
year, or (C) publicly announced by the Company in a press release or conference call relating to the Company's results of operations or
financial condition for a completed quarterly or annual fiscal period.

2.20   Performance Period means the one or more periods, which may be of varying and
overlapping durations, selected by the Committee, over which the attainment of one or more Performance Goals or other business
objectives will be measured for purposes of determining a Participant's right to, and the payment of, a Performance Unit.




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2.21   Performance Unit means a right granted to a Participant under Section 6.5, to
receive cash, Stock or other Awards, the payment of which is contingent on achieving Performance Goals or other business objectives
established by the Committee.

2.22   Plan means this Amended and Restated 2013 New Employee Inducement Incentive Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

2.23   Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk
of Forfeiture.

2.24   Restricted Stock Units means rights to receive shares of Stock at the close of a Restriction
Period, subject to a Risk of Forfeiture.

2.25   Restriction Period means the period of time, established by the Committee in connection
with an Award of Restricted Stock or Restricted Stock Units, during which the shares of Restricted Stock or Restricted Stock Units are
subject to a Risk of Forfeiture described in the applicable Award Agreement.

2.26   Risk of Forfeiture means a limitation on the right of the Participant to retain Restricted
Stock or Restricted Stock Units, including a right in the Company to reacquire shares of Restricted Stock at less than their then Market
Value, arising because of the occurrence or non-occurrence of specified events or conditions.

2.27   Securities Act means the Securities Act of 1933, as amended.

2.28   SEC means the Securities and Exchange Commission.

2.29   Stock means common stock, par value $0.001 per share, of the Company, and
such other securities as may be substituted for Stock pursuant to Section 7.

2.30   Stock Appreciation Right means a right to receive any excess in the Market Value of
shares of Stock (except as otherwise provided in Section 6.2(c)) over a specified exercise price.

2.31   Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture
conditions.

2.32   Stock Right means an Award in the form of an Option or a Stock Appreciation
Right.

2.33   Stockholders' Agreement means any agreement by and among the holders of at least a
majority of the outstanding voting securities of the Company and setting forth, among other provisions, restrictions upon the transfer of
shares of Stock or on the exercise of rights appurtenant thereto (including, but not limited to, voting rights).




	Shares Subject to the Plan; Term of the Plan


3.1   Number of Shares.  Subject to Section 7.1, the aggregate number of shares of Stock that
have been reserved for issuance pursuant to this Plan is two million two hundred thousand (2,200,000) shares, and at no time shall the number of shares of Stock issued pursuant to or subject to




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outstanding Awards granted under the Plan exceed such number. For purposes of
applying the foregoing limitation, settlement of any Award shall not count against the foregoing limitations except to the extent settled in
the form of Stock and, without limiting the generality of the foregoing:




	if any Option or Stock-settled Stock Appreciation Right expires, terminates, or is cancelled for any
reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less than its Market
Value as a means of effecting a forfeiture, the shares of Stock not purchased by the Optionee or which are forfeited by the recipient or
repurchased shall again be available for Awards to be granted under the Plan;


	if any Option is exercised by delivering previously owned shares of Stock in payment of the exercise
price therefor, only the net number of shares, that is, the number of shares of Stock issued minus the number received by the Company
in payment of the exercise price, shall be considered to have been issued pursuant to an Award granted under the Plan; and


	any shares of Stock either tendered or withheld in satisfaction of tax withholding obligations of the
Company or an Affiliate shall again be available for issuance under the Plan.

Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by
the Company in its treasury. 

3.2   Term.  Unless the Plan shall have been earlier terminated by the Board, Awards may be granted
under this Plan at any time in the period commencing on the Effective Date of approval of the Plan by the Board and ending
immediately prior to the tenth (10th) anniversary thereof.  Awards granted pursuant to the Plan within that period shall not expire solely
by reason of the termination of the Plan.




	Administration
In all events the Plan shall be administered by the Independent Board or Committee in compliance with
Rule 5635(c)(4) (and any successor thereto) of the Listing Rules of the NASDAQ Stock Market LLC ("Nasdaq").  The grant
of any Award under the Plan must be approved by a majority of the members of the Board (each of whom is an "independent
director" as defined in the Nasdaq Listing Rules) or by the Company's independent compensation committee (as intended under
the Nasdaq Listing Rules).  The Plan shall be administered by the Committee, provided, however, that at any time and on any
one or more occasions the Independent Board may itself exercise any of the powers and responsibilities assigned the Committee under
the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee's exercise of its
authorities hereunder.  Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or
to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan, including
the new employee to receive the Award and the form of Award.  All Awards of Stock or which otherwise entitle the Award recipient to
acquire any shares of Stock shall be made from the authorized but unissued shares of Stock of the Company. The Committee, or the Independent Board, shall




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determine in its sole discretion how many shares of Stock to issue under this Plan in the aggregate.  In
making its determinations, the Committee may take into account the nature of the services to be rendered by the new employees, their
potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall
deem relevant.  Subject to the provisions of the Plan, the Committee shall also have complete authority to:  (a) interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it; (b) approve one or more forms of Award Agreement; (c) determine the
initial terms and provisions of the respective Award Agreements (which need not be identical), including, without limitation, as
applicable, (i) the exercise price of the Award, (ii) the method of payment for shares of Stock purchased upon the exercise of the
Award, (iii) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares acquired upon the exercise
thereof, (iv) the time of the expiration of the Award, (v) the effect of the Participant's termination of employment or other association with
the Company on any of the foregoing, and (vi) all other terms, conditions and restrictions applicable to the Award or such shares not
inconsistent with the terms of the Plan; (d) amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions
applicable to any Award or any shares acquired upon the exercise thereof; (e) accelerate, continue, extend or defer the exercisability of
any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant's
termination of employment or other association with the Company; (f) correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the
Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable
law; and (g) make all other determinations necessary or advisable for the administration of the Plan.  The Committee's determinations
made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest
under the Plan or an Award made pursuant hereto.




	Authorization of Grants


5.1   Eligibility.  Persons eligible for Awards shall consist of employees whose potential
contribution, in the judgment of the Committee, will benefit the future success of the Company and/or an Affiliate.  Offers of Awards may
be made prior to the commencement of employment with the Company or an Affiliate, but Awards may be granted only effective on or
after the commencement of such employment to persons not previously an employee or director of the Company, or following a
bona fide period of non-employment, as an inducement material to the individual's entering into employment with the Company
within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (or applicable replacement rules or regulations).  In addition,
notwithstanding any other provision of the Plan to the contrary, all Awards must be granted either by the Independent Board or the
Committee.

5.2   General Terms of Awards.  Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the
following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe.
No prospective Participant shall have any rights with respect to an Award, unless and until such Participant has executed an Award
agreement evidencing the Award, delivered a fully executed copy thereof to the Company, and otherwise complied with the applicable
terms and conditions of such Award.




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5.3   Effect of Termination of Employment, Disability or Death. 




	Termination of Employment, Etc.  Unless the Committee shall provide otherwise with respect to
any Award, if the Participant's employment or other association with the Company and its Affiliates ends for any reason other than by
total disability or death, including because of an Affiliate ceasing to be an Affiliate, (a) any outstanding Stock Right of the Participant
shall cease to be exercisable in any respect not later than three months following that event and, for the period it remains exercisable
following that event, shall be exercisable only to the extent exercisable at the date of that event, and (b) any other outstanding Award of
the Participant shall be forfeited or otherwise subject to return to or repurchase by the Company on the terms specified in the applicable
Award Agreement.  Cessation of the performance of services in one capacity, for example, as an employee, shall not result in
termination of an Award while the Participant continues to perform services in another capacity, for example as a director. Military or
sick leave or other bona fide leave shall not be deemed a termination of employment or other association, provided that it does
not exceed the longer of three months or the period during which the absent Participant's reemployment rights, if any, are guaranteed
by statute or by contract.  To the extent consistent with applicable law, the Committee may provide that Awards continue to vest for
some or all of the period of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the
Participant's return from leave, if ever.


	Disability of Participant.  If a Participant's employment or other association with the Company and
its Affiliates ends due to disability (as defined in Section 22(e)(3) of the Code), any outstanding Stock Right may be exercised at any
time within six months following the date of termination of service, but only to the extent of the accrued right to exercise at the time of
termination of service, subject to the condition that no Stock Right shall be exercised after its expiration in accordance with its
terms.


	Death of Participant.  In the event of the death during the Option period, or period during which the
Stock Appreciation Right may be exercised, of a Participant who is at the time of his or her death an employee, director or consultant
and whose services had not ceased or been terminated (as determined with regard to the second sentence of Section 5.3(a)) as such
from the Grant Date until the date of death, the Stock Right of the Participant may be exercised at any time within six months following
the date of death by such Participant's estate or by a person who acquired the right to exercise the Stock Right by bequest, inheritance
or otherwise as a result of the Participant's death, but only to the extent of the accrued right to exercise at the time of death, subject to
the condition that no Stock Right shall be exercised after its expiration in accordance with its terms.

5.4   Transferability of Awards.  Except as otherwise provided in this Section 5.4, Awards shall not be
transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.  All of a Participant's rights in any Award may be exercised during the life of
the Participant only by the Participant or the Participant's legal representative.  However, the Committee may, at or after the grant of an
Award of an Option or shares of Restricted Stock, provide that such Award may be transferred by the recipient to




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a family member; provided, however, that any such transfer is without payment of any consideration whatsoever and that no transfer shall
be valid unless first approved by the Committee, acting in its sole discretion.  For this purpose, "family
member" means any child, stepchild, grandchild, parent, grandparent, stepparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any
person sharing the employee's household (other than a tenant or employee), a trust in which the foregoing persons have more than 50
percent of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.  The events of
termination of service of Section 5.3 hereof or in the Award Agreement shall continue to be applied with respect to the original
Participant, following which the Awards shall be exercisable by the transferee only to the extent, and for the periods specified in the
Award Agreement or Section 5.3, as applicable.




	Specific Terms of Awards


6.1   Options.




	Date of Grant.  The granting of an Option shall take place at the time that legally effective action to
grant the award is taken by the Committee or the Independent Board.


	Exercise Price.  The price at which shares of Stock may be acquired under each Option shall be
the Market Value of Stock on the Grant Date, except as provided otherwise by the Committee upon the grant of the Option.


	Option Period.  No Option may be exercised on or after the tenth anniversary of the Grant Date,
except as provided otherwise by the Committee upon the grant of the Option.


	Exercisability.  An Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may determine.  In the case of an Option not otherwise immediately
exercisable in full, the Committee may Accelerate such Option in whole or in part at any time.


	Method of Exercise.  An Option may be exercised by the Optionee giving written notice, in the
manner provided in Section 14, specifying the number of shares of Stock with respect to which the Option is then being exercised.  The
notice shall be accompanied by payment in the form of cash or check payable to the order of the Company in an amount equal to the
exercise price of the shares of Stock to be purchased or, subject in each instance to the Committee's approval, acting in its sole
discretion, and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the
Company,



	by delivery to the Company of shares of Stock having a Market Value equal to the exercise price of the
shares to be purchased, or 






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	by surrender of the Option as to all or part of the shares of Stock for which the Option is then exercisable in
exchange for shares of Stock having an aggregate Market Value equal to the difference between (1) the aggregate Market Value of the
surrendered portion of the Option, and (2) the aggregate exercise price under the Option for the surrendered portion of the Option, or



	unless prohibited by applicable law, by delivery to the Company of the Optionee's executed promissory
note in the principal amount equal to the exercise price of the shares of Stock to be purchased and otherwise in such form as the
Committee shall have approved, or 


	by delivery of any other lawful means of consideration which the Committee may approve.


If the Stock is traded on an established market, payment of any exercise price may also be made through and
under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock
subject to an Option in a brokered transaction (other than to the Company).  Receipt by the Company of such notice and payment in
any authorized or combination of authorized means shall constitute the exercise of the Option.  Within 30 days thereafter but subject to
the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or
certificates or book-entry authorization and instruction to the Company's transfer agent and registrar for the number of shares then
being purchased.  Such shares of Stock shall be fully paid and nonassessable.  In its reasonable discretion, the Committee may
suspend or halt Option exercises for such length of time as the Committee deems reasonably necessary under circumstances in which
such suspension or halt is considered to be in the best interests of the Company.



6.2   Stock Appreciation Rights.




	Tandem or Stand-Alone.  Stock Appreciation Rights may be granted in tandem with an Option (at
or after the award of the Option), or alone and unrelated to an Option.  Stock Appreciation Rights in tandem with an Option shall
terminate to the extent that the related Option is exercised, and the related Option shall terminate to the extent that the tandem Stock
Appreciation Rights are exercised.


	Exercise Price.  Stock Appreciation Rights shall have an exercise price of not less than the Market
Value of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the
related Option.


	Other Terms.  Except as the Committee may deem inappropriate or inapplicable in the
circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially similar to those applicable to an Option.
In addition, a Stock Appreciation Right related to an Option which can only be exercised during limited periods following a Corporate
Transaction may entitle the Participant to receive an amount based upon the highest price paid or offered for Stock in any transaction
relating to the Corporate Transaction or paid during the 30-day period immediately preceding the occurrence of the Corporate
Transaction in any transaction reported in the stock market in which the Stock is normally traded.



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6.3   Restricted Stock.




	Purchase Price.  Shares of Restricted Stock shall be issued under the Plan for such consideration,
in cash, other property or services, or any combination thereof, as is determined by the Committee.


	Issuance of Certificates.  Each Participant receiving a Restricted Stock Award, subject to
subsection (c) below, shall be issued a stock certificate in respect of such shares of Restricted Stock, or if issued in uncertificated form,
shall be registered in the name of the Participant on the books of the Company's transfer agent and registrar.  Such certificate or
uncertificated shares shall be registered in the name of such Participant, and, if applicable, the certificate or the books of the
Company's transfer agent and registrar shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Award substantially in the following form: 

The shares evidenced by this certificate are subject to the terms and conditions of the 8x8, Inc. Amended and Restated 2013 New
Employee Inducement Incentive Plan and an Award Agreement entered into by the registered owner and 8x8, Inc., copies of which will
be furnished by the Company to the holder of the shares evidenced by this certificate upon written request and without charge. 




	Escrow of Shares.  The Committee may require that the stock certificates evidencing shares of
Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions
thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such
Award.


	Restrictions and Restriction Period.  During the Restriction Period applicable to shares of
Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such
conditions related to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and
provide for in the applicable Award Agreement.  Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period
shortened, at any time by the Committee on such basis as it deems appropriate. 



	Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award.  Except as otherwise provided
in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an
Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including the right to vote, and
the right to receive any dividends with respect to, the shares of Restricted Stock (but any dividends or other distributions payable in
shares of Stock or other securities of the Company shall constitute additional Restricted Stock, subject to the same Risk of Forfeiture as
the shares of Restricted Stock in respect of which such shares of Stock or other securities are paid).  The Committee, as determined at
the time of Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested
in additional Restricted Stock to the extent shares of Stock are available under Section 3.1.






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	Lapse of Restrictions.  If and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

6.4   Restricted Stock Units.




	Character.  Each Restricted Stock Unit shall entitle the recipient to a share of Stock at a close of
such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture arising on the basis of such conditions
relating to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and provide
for in the applicable Award Agreement.  Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened,
at any time by the Committee on such basis as it deems appropriate.


	Form and Timing of Payment.  Payment of earned Restricted Stock Units shall be made in a
single lump sum following the close of the applicable Restriction Period unless the applicable Award Agreement provides for a later
settlement date in compliance with Section 409A of the Code.  At the discretion of the Committee, Participants may be entitled to
receive payments equivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only
following the close of the applicable Restriction Period and then only if the underlying Stock shall have been earned.  Unless the
Committee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other
earnings.

6.5   Performance Units.




	Character.  Each Performance Unit shall entitle the recipient to the value of a specified number of
shares of Stock, over the initial value for such number of shares, if any, established by the Committee at the time of grant, at the close
of a specified Performance Period to the extent specified business objectives, including, but not limited to, Performance Goals, shall
have been achieved.


	Earning of Performance Units. The Committee shall set Performance Goals or other business
objectives in its discretion which, depending on the extent to which they are met within the applicable Performance Period, will
determine the number and value of Performance Units that will be paid out to the Participant.  After the applicable Performance Period
has ended, the holder of Performance Units shall be entitled to receive payout on the number and value of Performance Units earned
by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance
Goals or other business objectives have been achieved.



	Form and Timing of Payment.  Payment of earned Performance Units shall be made in a single
lump sum following the close of the applicable Performance Period.  At the discretion of the Committee, Participants may be entitled to
receive any dividends declared with respect to Stock which have been earned in connection with grants of Performance Units which
have been earned, but not yet distributed to Participants.  Subject to compliance with Section 409A of the Code, the Committee may
permit or, if it so provides at grant require, a Participant to defer such Participant's receipt of the payment of cash or the delivery of
Stock that would otherwise be due to such Participant by virtue of the




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satisfaction of any requirements or goals with respect to Performance Units.  If any such deferral election is required or permitted, the Committee shall establish rules and procedures for such
payment deferrals.


6.6   Stock Grants. Stock Grants shall be awarded solely in recognition of expected contributions to the
success of the Company or its Affiliates, as an inducement to employment, and in such other limited circumstances as the Committee
deems appropriate.  Stock Grants shall be made without forfeiture conditions of any kind.

6.7   Awards to Participants Outside the United States.  The Committee may modify the terms of any
Award under the Plan, granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award
shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that
the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result
of the Participant's residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident
or primarily employed in the United States.  The Committee may establish supplements to, or amendments, restatements, or alternative
versions of, the Plan for the purpose of granting and administrating any such modified Award.  No such modification, supplement,
amendment, restatement or alternative version may increase the share limit of Section 3.1.




	Adjustment Provisions


7.1   Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the
capital structure of the Company as of the Effective Date.  If subsequent to the Effective Date the outstanding shares of Stock (or any
other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed
with respect to shares of Stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse
stock split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made
in (i) the maximum numbers and kinds of shares provided in Section 3.1, (ii) the numbers and kinds of shares or other securities subject
to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding
Stock Rights (without change in the aggregate exercise price as to which such Rights remain exercisable), and (iv) the repurchase price
of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.

7.2   Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  In the
event of any corporate action not specifically covered by the preceding Section, including, but not limited to, an extraordinary cash
distribution on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such adjustment of
outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances.  The
Committee also may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events




                                                   12








described in this Section) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.


7.3   Related Matters.  Any adjustment in Awards made pursuant to Section 7.1 or 7.2  shall be
determined and made, if at all, by the Committee, acting in its sole discretion, and shall include any correlative modification of terms,
including of Stock Right exercise prices, rates of vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for
Restricted Stock, and Performance Goals and other business objectives which the Committee may deem necessary or appropriate so
as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the
adjustment and corporate action other than as expressly contemplated in this Section 7.  The Committee, in its discretion, may
determine that no fraction of a share of Stock shall be purchasable or deliverable upon exercise, and in that event if any adjustment
hereunder of the number of shares of Stock covered by an Award would cause such number to include a fraction of a share of Stock,
such number of shares of Stock shall be adjusted to the nearest smaller whole number of shares.  No adjustment of an Option exercise
price per share pursuant to Sections 7.1 or 7.2 shall result in an exercise price which is less than the par value of the Stock. 


7.4   Corporate Transactions.




	Treatment of Awards in a Corporate Transaction.  In a Corporate Transaction, the Committee, in
its sole and absolute discretion, may take any one or more of the following actions as to all or any (or any portion of) outstanding
Awards.



	Assumption and Substitution.  Provide that such Awards shall be assumed, or substantially
equivalent rights shall be provided in substitution therefor, by the acquiring or succeeding entity (or an affiliate thereof), and that any
repurchase or other rights of the Company under each such Award shall inure to the benefit of such acquiring or succeeding entity (or
affiliate thereof).


	Termination, Forfeiture and Reacquisition.  Upon written notice to the holders, provide
that:



	any unexercised Stock Rights shall terminate immediately prior to the consummation of the Corporate
Transaction unless exercised within a specified period following the date of such notice and that any Stock Rights not then exercisable
will expire automatically upon consummation of the Corporate Transaction;


	any Restricted Stock Units shall terminate and be forfeited immediately prior to the consummation of
the Corporate Transaction to the extent they are then subject to a Risk of Forfeiture; and/or






                                                   13












	any shares of Restricted Stock shall automatically be reacquired by the Corporation upon
consummation of the Corporate Transaction at a price per share equal to the lesser of the Market Value of the Restricted Stock and the
purchase price paid by the Participant.



	Acceleration of Vesting.  Provide that:



	 any and all Stock Rights not already exercisable in full shall Accelerate with respect to all or a portion
of the shares for which such Stock Rights are not then exercisable prior to or upon the consummation of the Corporate Transaction;
and/or


	any Risk of Forfeiture applicable to Restricted Stock and Restricted Stock Units which is not based on
achievement of Performance Goals or other business objectives shall lapse upon consummation of the Corporate Transaction with
respect to all or a portion of the Restricted Stock and Restricted Stock Units then subject to such Risk of Forfeiture.



	Achievement of Performance Goals.  Provide that all outstanding Awards of Restricted Stock and
Restricted Stock Units conditioned on the achievement of Performance Goals or other business objectives and the target payout
opportunities attainable under outstanding Performance Units shall be deemed to have been satisfied as of the effective date of the
Corporate Transaction as to (i) none of, (ii) all of or (iii) a pro rata number of shares based on the assumed achievement of all relevant
Performance Goals or other business objectives and the length of time within the Restriction Period or Performance Period which has
elapsed prior to the Corporate Transaction.  All such Awards of Performance Units and Restricted Stock Units shall be paid to the
extent earned to Participants in accordance with their terms within 30 days following the effective date of the Corporate
Transaction.


	Cash Payments to Holders of Stock Rights.  Provide for cash payments, net of applicable tax
withholdings, to be made to holders of Stock Rights equal to the excess, if any, of (A) the acquisition price times the number of shares
of Stock subject to a Stock Right (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate exercise
price for all such shares of Stock subject to the Stock Right, in exchange for the termination of such Stock Right; provided, that if the
acquisition price does not exceed the exercise price of any such Stock Right, the Committee may cancel that Stock Right without the
payment of any consideration therefor prior to or upon the Corporate Transaction.  For this purpose, "acquisition price"
means the amount of cash, and market value of any other consideration, received in payment for a share of Stock surrendered in a
Corporate Transaction. 


	Conversion of Stock Rights Upon Liquidation or Dissolution.  Provide that, in connection with a







                                                   14










shall convert into the right to receive liquidation proceeds net of the exercise liquidation or dissolution of the Company, Stock Rights
price thereof and any applicable tax withholdings.




	Any combination of the foregoing.

None of the foregoing shall apply, however, (i) in the case of any Award pursuant to an Award Agreement
requiring other or additional terms upon a Corporate Transaction (or similar event), or (ii) if specifically prohibited under applicable laws,
or by the rules and regulations of any governing governmental agencies or national securities exchanges on which the Stock is listed.




	Assumption and Substitution of Awards.  For purposes of Section 7.4(a)(i) above, an Award
shall be considered assumed, or a substantially equivalent award shall be considered to have been provided in substitution therefor, if
following consummation of the Corporate Transaction the Award is assumed and/or exchanged or replaced with another award issued
by the acquiring or succeeding entity (or an affiliate thereof) that confers the right to purchase or receive the value of, for each share of
Stock subject to the Award immediately prior to the consummation of the Corporate Transaction, the consideration (whether cash,
securities or other property) received as a result of the Corporate Transaction by holders of Stock for each share of Stock held
immediately prior to the consummation of the Corporate Transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if the consideration
received as a result of the Corporate Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding entity (or
an affiliate thereof), the Committee may provide for the consideration to be received upon the exercise of Award to consist of or be
based on solely common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof) equivalent in value to the
per share consideration received by holders of outstanding shares of Stock as a result of the Corporate Transaction.


	Related Matters. In taking any of the actions permitted under this Section 7.4, the Committee
shall not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. Any
determinations required to carry out the foregoing provisions of this Section 7.4, including, but not limited to, the market value of other
consideration received by holders of Stock in a Corporate Transaction and whether substantially equivalent awards have been
substituted, shall be made by the Committee acting in its sole and absolute discretion.  In connection with any action or actions taken
by the Committee in respect of Awards and in connection with a Transaction, the Committee may require such acknowledgements of
satisfaction and releases from Participants as it may determine. 




	Settlement of Awards



8.1   In General.  Awards of Restricted Stock shall be settled in accordance with their terms.  All
other Awards may be settled in cash, Stock, or other Awards, or a combination thereof, as determined by the Committee at or after
grant and subject to any contrary Award Agreement.  The Committee may not require settlement of any Award in Stock pursuant to the
immediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any
other provision of the Plan.




                                                   15







8.2   Violation of Law.  Notwithstanding any other provision of the Plan or the relevant Award
Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until
(i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as
may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation
of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been
satisfied:




	the shares are at the time of the issue of such shares effectively registered under the Securities Act;
or


	the Company shall have determined, on such basis as it deems appropriate (including an opinion of
counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other
disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any
applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of said events


8.3   Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted
under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, or by laws, of the Company.  Whenever Stock is to be issued pursuant to an Award, if the Committee so directs at
or after grant, the Company shall be under no obligation to issue such shares until such time, if ever, as the recipient of the Award (and
any person who exercises any Option, in whole or in part), shall have become a party to and bound by the Stockholders' Agreement, if
any.  In the event of any conflict between the provisions of this Plan and the provisions of the Stockholders' Agreement, the provisions
of the Stockholders' Agreement shall control, but insofar as possible the provisions of the Plan and such Agreement shall be construed
so as to give full force and effect to all such provisions.

8.4   Investment Representations.  The Company shall be under no obligation to issue any shares
covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered
under the Securities Act, or the Participant shall have made such written representations to the Company (upon which the Company
believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of
such shares will be exempt from the registration requirements of the Securities Act and any applicable state securities laws and
otherwise in compliance with all applicable laws, rules and regulations, including but not limited to that the Participant is acquiring the
shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of
any such shares.


8.5   Registration.  If the Company shall deem it necessary or desirable to register under the Securities
Act or other applicable statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any
such shares of Stock for exemption from the Securities Act or other applicable statutes, then the Company shall take




                                                   16








such action at its own expense.  The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the
Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is
reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers and directors from that
holder against all losses, claims, damage and liabilities arising from use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances under which they were made.  In addition, the Company
may require of any such person that he or she agree that, without the prior written consent of the Company or the managing underwriter
in any public offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of,
pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the period not to exceed 180 days commencing on
the effective date of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of
the foregoing provisions of this Section 8.5, if in connection with any underwritten public offering of securities of the Company the
managing underwriter of such offering requires that the Company's directors and officers enter into a lock-up agreement containing
provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock
acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below)
shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the Company's directors and
officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person shall execute
and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the Company's directors
and officers.

8.6   Placement of Legends; Stop Orders; etc.  Each share of Stock to be issued pursuant to Awards
granted under the Plan may bear a reference to the investment representations made in accordance with Section 8.4 in addition
to any other applicable restrictions under the Plan, the terms of the Award and, if applicable, to the fact that no registration statement
has been filed with the Securities and Exchange Commission in respect to such shares of Stock.  All certificates for shares of Stock or
other securities delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and
any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.


8.7   Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards
granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for
the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares.
The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award.  However, in such cases Participants may elect, subject to the approval of the Committee, acting in its sole discretion,




                                                   17








to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares to satisfy their
tax obligations.  Participants may only elect to have shares withheld having a Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which could be imposed on the transaction.  All elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to any restrictions or limitations that the Committee deems appropriate.


8.8   Company Charter and By-Laws; Other Company Policies.  This Plan and all Awards granted
under the Plan (including the exercise, settlement or exchange of an Award) are subject to and must comply with the certificate of
incorporation and by-laws of the Company, as they may be amended from time to time, and all other Company policies duly adopted by
the Board, the Committee or any other committee of the Board as in effect from time to time regarding the acquisition, ownership or
sale of Stock by employees and other service providers, including, without limitation, policies intended to limit the potential for insider
trading and to avoid or recover compensation payable or paid on the basis of inaccurate financial results or statements, employee
conduct, and other similar events.




	Reservation of Stock
The Company shall at all times during the term of the Plan and any outstanding Awards granted hereunder
reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then
in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in connection therewith.



	Limitation of Rights in Stock; No Special Service Rights
A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any
of the shares of Stock subject to an Award, unless and until a certificate shall have been issued therefor and delivered to the Participant
or his agent, or if uncertificated shares are to be issued, until such shares have been registered in the name of the Participant on the
books of the transfer agent and registrar of the Stock.  Any Stock to be issued pursuant to Awards granted under the Plan shall be
subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the certificate of incorporation and the
bylaws of the Company.  Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any
right with respect to the continuation of his or her employment or other association with the Company (or any Affiliate), or interfere in
any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or
provision of law or certificate of incorporation or by laws to the contrary, at any time to terminate such employment or consulting
agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient's employment or other
association with the Company and its Affiliates.



	Unfunded Status of Plan
The Plan is intended to constitute an "unfunded" plan for incentive compensation, and the Plan
is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.
With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such




                                                   18








Participant any rights that are greater than those of a general creditor of the Company.  In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to
Options, Stock Appreciation Rights and other Awards hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.




	Nonexclusivity of the Plan
Neither the adoption of the Plan by the Board nor any action taken in connection with the adoption or
operation of the Plan shall be construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under
the Plan, and such arrangements may be either applicable generally or only in specific cases.



	Termination and Amendment of the Plan
The Independent Board may at any time terminate the Plan or make such modifications of the Plan as it
shall deem advisable.  Unless the Independent Board otherwise expressly provides, no amendment of the Plan shall affect the terms of
any Award outstanding on the date of such amendment.  In any case, no termination or amendment of the Plan may, without the
consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient under such Award.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided
that the Award as amended is consistent with the terms of the Plan, but no such amendment shall impair the rights of the recipient of
such Award without his or her consent.



	Notices and Other Communications
Any notice, demand, request or other communication hereunder to any party shall be deemed to be
sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage
prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if
to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place
of business, addressed to the attention of its Chief Financial Officer, or to such other address or telecopier number, as the case may be,
as the addressee may have designated by notice to the addressor.  All such notices, requests, demands and other communications
shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.




	No Guarantee of Tax Consequences
Neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either,
guarantees to the Participant or any other person any particular tax




                                                   19








consequences as a result of the grant of, exercise of rights under,
or payment in respect of an Award, including, but not limited to, that the provisions and penalties of Section 409A of the Code,
pertaining to non-qualified plans of deferred compensation, will or will not apply.




	Administrative Provisions
Nothing contained in the Plan shall require the issuance or delivery of certificates for any period during
which the Company has elected to maintain or caused to be maintained the evidence of ownership of its shares of Stock, either
generally or in the case of Stock acquired pursuant to Awards, by book entry, and all references herein to such actions or to certificates
shall be interpreted accordingly in light of the systems maintained for that purpose.  Furthermore, any reference herein to actions to be
taken or notices (including of grants of Awards) to be provided in writing or pursuant to specific procedures may be satisfied by means
of and pursuant to any electronic or automated voice response systems the Company may elect to establish for such purposes, either
by itself or through the services of a third party, for the period such systems are in effect.



	Governing Law

It is intended that all Awards shall be granted and maintained on a basis which ensures they are exempt
from, or otherwise compliant with, the requirements of Section 409A of the Code and the Plan shall be governed, interpreted and
enforced consistent with such intent.  Neither the Committee nor the Company, nor any of its Affiliates or its or their officers, employees,
agents, or representatives, shall have any liability or responsibility for any adverse federal, state or local tax consequences and penalty
taxes which may result the grant or settlement of any Award on a basis contrary to the provisions of Section 409A of the Code or
comparable provisions of any applicable state or local income tax laws.  The Plan and all Award Agreements and actions taken
thereunder otherwise shall be governed, interpreted and enforced in accordance with the laws of the state of California, without regard
to the conflict of laws principles thereof.




 


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