exhibit10_10.htm


    Exhibit
10.10

    MICRON
TECHNOLOGY, INC.

    2002
EMPLOYMENT INDUCEMENT STOCK OPTION PLAN

    


    


    1.       
    Purposes of the
Plan.  The purposes of this Employment Inducement Stock Option
Plan are to attract and retain the best available personnel for new employment
positions with the Company or its Subsidiaries and thereby promote the success
of the Company’s business.  Options granted under the Plan shall be
Nonstatutory Stock Options.

    


    2.      
     Definitions.  As
used herein, the following definitions shall apply:

    


    (a)           “Administrator” means
the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.

    


    (b)           “Affiliate”  means
(i) any subsidiary or parent company of the Company, or (ii) an entity that
directly or through one or more intermediaries controls, is controlled by or is
under common control with, the Company, as determined by the
Committee.

    


    (c)           “Applicable Laws”
means the legal requirements relating to the administration of stock option
plans under Delaware corporate and securities laws and the Code.

    


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

    


    (e)           “Change in Control”
means the acquisition by any person or entity, directly, indirectly or
beneficially, acting alone or in concert, of more than thirty-five percent (35%)
of the Common Stock of the Company outstanding at any time.

    


    (f)           “Code” means the
Internal Revenue Code of 1986, as amended. Reference to a specific Section of
the Code or regulation thereunder shall include such Section or regulation, any
valid regulation promulgated under such Section, and any comparable provision of
any future law, legislation or regulation amending, supplementing or superseding
such Section or regulation.

    


    (g)           “Committee” means a
Committee appointed by the Board in accordance with Section 4 of the
Plan.

    


    (h)           “Common Stock” means
the Common Stock of the Company.

    


    (i)           “Company” means Micron
Technology, Inc., a Delaware corporation.

    


    (j)           “Consultant” means any
person, including an advisor, engaged by the Company or any Subsidiary to render
services.

    


    (k)           “Continuous Status as an
Employee or Consultant” means that the employment or consulting
relationship with the Company or any Subsidiary is not interrupted or
terminated.  Continuous Status as an Employee or Consultant shall not
be considered interrupted in the case of (i) military leave, sick leave, or any
personal leave of absence approved by the Company, or (ii) transfers between
locations of the Company or between the Company, any Subsidiary, or any
successor, or (iii) the transition from an Employee to a Consultant provided
that the person becomes a Consultant immediately after his or her employment is
terminated, or (iv) in the discretion of the Administrator as specified at or
prior to such occurrence, in the case of a spin-off, sale, or disposition of the
Optionee’s employer from the Company or any Parent or Subsidiary.

    


    (l)           “Director” means a
member of the Board.

     

    
      
        
          
            9/22/2003
– change # 2(o) (i),(ii)

          

           


        

        
           


          
            

          

        

        
           


        

      



    (m)          “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the Code.
Notwithstanding the foregoing, for any Options that constitute a nonqualified
deferred compensation plan within the meaning of Section 409A(d) of the Code,
“Disability” has the meaning given such term in Section 409A of the
Code.

    


    (n)           “Employee” means any
person, including an Officer or Director, who is a common law employee of the
Company or any Subsidiary of the Company. Neither service as a Director nor
payment of a Director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.

    


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

    


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

    


    (i)           If
the Common Stock is listed on any established stock exchange, including without
limitation the New York Stock Exchange (“NYSE”), or a national market system,
the Fair Market Value of a Share of Common Stock shall be the average closing
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system (or the exchange with the greatest volume of trading
in Common Stock) for the last market trading day prior to the day of
determination, as reported by Bloomberg L.P. or such other source as the
Administrator deems reliable;

    


    (ii)           If
the Common Stock is quoted on the over-the-counter market or is regularly quoted
by a recognized securities dealer, but 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 last market trading day prior
to the day of determination, as reported by Bloomberg L.P. or such other source as the
Administrator deems reliable;

    


    (iii)           In
the absence of an established market for the Common Stock, the Fair Market Value
shall be determined by such other method as the Committee determines in good
faith to be reasonable and in compliance with Code Section 409A.

    


    (q)           “Nonstatutory Stock
Option” means an Option that does not qualify as an as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

    


    (r)           “Notice of Grant”
means a written notice evidencing certain terms and conditions of an individual
Option grant. The Notice of Grant is subject to the terms and conditions of the
Option Agreement.

    


    (s)           “Officer” means a
person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.

    


    (t)           “Option” means a stock
option granted pursuant to the Plan.

    


    (u)           “Option Agreement”
means a written agreement between the Company and an Optionee evidencing the
terms and conditions of an individual Option grant.  The Option
Agreement is subject to the terms and conditions of the Plan.

    


    (v)           “Optioned Stock” means
the Common Stock subject to an Option.

    


    (w)          “Optionee” means an
Employee who holds an outstanding Option granted under the Plan.

    


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

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    (y)           “Plan” means this 2002
Employment Inducement Stock Option Plan.

    


    (z)           “Rule 16b-3” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.

    


    (aa)         “Share” means a share
of the Common Stock, as adjusted in accordance with Section 12 of the
Plan.

    


    (bb)         “Subsidiary” means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code, and shall also include any other entity in which the
Company, or any Subsidiary of the Company has a significant ownership
interest.

    


    3.        
   Stock Subject to the
Plan.  Subject to the provisions of Section 12 of the Plan, the
maximum aggregate number of Shares which may be optioned and sold under the Plan
is 1,000,000 Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.

    


    If an
Option expires or becomes unexercisable without having been exercised in full,
the unpurchased Shares which were subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has terminated); provided, however,
that Shares that have actually been issued under the Plan shall not be returned
to the Plan and shall not become available for future distribution under the
Plan.

    


    4.        
   Administration of the
Plan.

    


    (a)      
    Administrator.  The
Plan shall be administered by a Committee appointed by the Board (which
Committee shall consist of two or more Directors) or, at the discretion of the
Board from time to time, the Plan may be administered by the
Board.  It is intended that the Directors appointed to serve on the
Committee shall be “non-employee directors” (within the meaning of Rule
16b-3).  However, the mere fact that a Committee member shall fail to
so qualify shall not invalidate any Option granted by the Committee which Option
is otherwise validly made under the Plan.  The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board.  The Board, in its discretion,
may delegate to a special committee all or part of the Administrator’s authority
and duties with respect to grants and awards to individuals who at the time of
grant are not, and are not anticipated to become, persons subject to the
reporting and other provisions of Section 16 of the Exchange
Act.  The Board may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of the delegate or
delegates that were consistent with the terms of the Plan.

    


    (b)           Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

    


    (i)           to
determine the Fair Market Value of the Common Stock, in accordance with Section
2(o) of the Plan;

    


    (ii)           to
select the Employees to whom Options may be granted hereunder; provided,
however, that Options may be granted hereunder only to a person as an inducement
for him or her to accept employment with the Company or any
Subsidiary;

    


    (iii)           to
determine whether and to what extent Options are granted;

    


    (iv)           to
determine the number of shares of Common Stock to be covered by each Option
granted hereunder;

    


    (v)           to
approve forms of agreement for use under the Plan;

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    (vi)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver
of forfeiture restrictions, and any restriction or limitation regarding any
Option or the shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;

    


    (vii)          to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;

    


    (viii)         to
prescribe, amend, and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax
laws;

    


    (ix)           to
modify or amend each Option (subject to Section 14 of the Plan);

    


    (x)        
   to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator; and

    


    (xi)           to
make all other determinations deemed necessary or advisable for administering
the Plan; and

    


    (xii)          to
allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that
number of Shares having a Fair Market Value equal to the minimum amount (and not
any greater amount) required by law to be withheld.  The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Optionee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or
advisable.

    


    (c)           Effect of Administrator’s
Decision. The Administrator’s decisions, determinations, and
interpretations shall be final and binding on all Optionees and any other
holders of Options.

    


    5.    
       Eligibility.  Options
may be granted hereunder only to a person who is being hired  as an
Employee of the Company or any Subsidiary as an inducement to such
employment.  A person who has been granted an Option under this Plan
may not be granted additional Options under this Plan, but may be granted
options or other awards under other plans of the Company. Employees and
Consultants who are service providers to an Affiliate may be granted Options
under this Plan only if the Affiliate qualifies as an “eligible issuer of
service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
final regulations under Code Section 409A.

    


    6.   
        Limitations.

    


    (a)           Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s employment with the Company, nor shall they interfere
in any way with the Optionee’s right or the Company’s right to terminate such
employment at any time, with or without cause.

    


    (b)           The
following limitations shall apply to grants of Options hereunder:

    


    (i)         
  No Employee shall be granted under the Plan Options to purchase more
than 500,000 Shares.

    


    (ii)           The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 12.

    


    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    7.       
    Effective
Date.  The Plan shall become effective upon its adoption by the
Board.

    


    8.        
   Term
of Option.  The term of each Option shall be stated in the
Notice of Grant, but shall not exceed ten (10) years.

    


    9.        
   Option Exercise Price and
Consideration.

    


    (a)           Exercise
Price.  The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, but shall not be less than the Fair Market Value per share on the
date of grant of the Option.

    


    (b)           Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall
determine any conditions which must be satisfied before the Option may be
exercised. In doing so, the Administrator may specify that an Option may not be
exercised until the completion of a service period.

    


    (c)           Form of
Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of
payment.  The Administrator shall determine the acceptable form of
consideration. Such consideration may consist entirely of:

    


    (i)        
   cash;

    


    (ii)           check;

    


    (iii)           promissory
note;

    


    (iv)           other
Shares which have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised;

    


    (v)           to
the extent permitted under Regulation T of the Federal Reserve Board, and
subject to applicable securities laws and the Company’s adoption of such program
in connection with the Plan, the delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect a so-called “cashless exercise” whereby the
broker sells the Option Shares and delivers cash sales proceeds to the Company
in payment of the exercise price and any applicable taxes (in which case the
date of exercise shall be deemed to be the date on which notice of exercise is
received by the Company, and the exercise price shall be delivered to the
Company on the settlement date);

    


    (vi)           a
reduction in the amount of any Company liability to the Optionee, other than any
liability attributable to the Optionee’s participation in any Company­
sponsored deferred compensation program or arrangement;

    


    (vii)          any
combination of the foregoing methods of payment; or

    


    (viii)         such
other consideration and method of payment for the issuance of Shares to the
extent approved by the Administrator and permitted by Applicable
Laws.

    


    10.           Exercise of
Option.

    


    (a)           Procedure for Exercise;
Rights as a Shareholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement.

    


    An Option
may not be exercised for a fraction of a Share.

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    An Option shall be deemed exercised
when the Company receives: (i) notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Until the
stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option.  The Company shall issue (or cause to be
issued) such stock certificate, either in book entry form or in certificate
form, promptly after the Option is exercised.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12 of the
Plan.

    


    Exercising an Option in any manner
shall decrease the number of Shares thereafter available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

    


    (b)           Termination of Employment or
Consulting Relationship.  Upon termination of an Optionee’s
Continuous Status as an Employee or Consultant, other than upon the Optionee’s
death or Disability, the Optionee may exercise his or her Option, but only
within such period of time as is specified in the Notice of Grant, and only to
the extent that the Optionee was entitled to exercise it as the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant).  In the absence of a
specified time in the Notice of Grant, the Option shall remain exercisable for
thirty 30 days following the Optionee’s termination of Continuous Status as an
Employee or Consultant.  If, at the date of termination, the Optionee
is not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan.  If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

    


    (c)           Disability of
Optionee.  In the event that an Optionee’s Continuous Status as
an Employee terminates as a result of the Optionee’s Disability, the Optionee
may exercise his or her Option at any time within twelve (12) months from the
date of such termination, but only to the extent that the Optionee was entitled
to exercise it at the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of
Grant).  If, at the date of termination, the Optionee does not
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

    


    (d)           Death of
Optionee.  In the event of the death of an Optionee, the Option
may be exercised at any time within twelve (12) months following the date of
death (but in no event later than the expiration of the term of such Option as
set forth in the Notice of Grant), by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death.  If, at any time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan.  If, after
death, the Optionee’s estate or a person who acquired the right to exercise the
Option by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

    


    (e)           Suspension.  Any
Optionee who is also a participant in the Retirement at Micron (“RAM”) Section
401(k) Plan and who requests and receives a hardship distribution from the RAM
Plan, is prohibited from making, and must suspend, his or her employee elective
contributions and employee contributions including, without limitation on the
foregoing, the exercise of any Option granted from the date of receipt by that
employee of the RAM hardship distribution for the time period, if any, required
by the RAM Plan.

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    11.           Non-Transferability of
Options. Unless determined otherwise by the Administrator, an Option may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the
Optionee.  If the Administrator makes an Option transferable, such
Option shall contain such additional terms and conditions as the Administrator
deems appropriate.

    


    12.           Adjustments Upon Changes in
Capitalization, Dissolution, Corporate Transaction, or Change in
Control.

    


    (a)           Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of issued shares of Common Stock which
have been authorized for issuance under the Plan but as to which no Options have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding, and
conclusive.  Without limiting the foregoing, in the event of a
subdivision of the outstanding Stock (stock-split), a declaration of a dividend
payable in Shares, or a combination or consolidation of the outstanding Stock
into a lesser number of Shares, the authorization limits under Section 3 and
6(b) shall automatically be adjusted proportionately, and the Shares then
subject to each Award shall automatically be adjusted proportionately without
any change in the aggregate purchase price therefor.  To the extent
that any adjustments made pursuant to this Section 12 cause Incentive Stock
Options to cease to qualify as Incentive Stock Options, such Options shall be
deemed to be Nonstatutory Stock Options.

    


    (b)           Dissolution or
Liquidation.  To the extent not previously exercised, Options
will terminate immediately prior to the consummation of any proposed dissolution
or liquidation of the Company.  The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of
a date fixed by the Board and give each Optionee the right to exercise his or
her Option as to all or any part of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable.

    


    (c)           Corporate
Transaction. Upon the occurrence or in anticipation of any corporate
event or transaction involving the Company (including, without limitation, any
merger, reorganization, recapitalization or combination or exchange of shares or
any transaction described in Section 12(a)), the Administrator may, in its sole
discretion, provide (i) that Options will be settled in cash rather than Common
Stock, (ii) that Options will become immediately vested and exercisable and will
expire after a designated period of time to the extent not then exercised, (iii)
that Options will be assumed by another party to a transaction or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that outstanding Options may be settled by payment in cash or cash equivalents
equal to the excess of the Fair Market Value of the underlying Common Stock, as
of a specified date associated with the transaction, over the exercise price of
the Option, or (v) any combination of the foregoing.  The
Administrator’s determination need not be uniform and may be different for
different Optionees whether or not such Optionees are similarly
situated.

    


    


    


    (d)           Change in
Control.  In the event of a Change in Control, the unexercised
portion of each Option then outstanding shall become wholly vested and
immediately exercisable.

    


    (e)            General.  Any
discretionary adjustments made pursuant to this Section 12 shall be subject to
the provisions of Section 14.

    


    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    13.           Date of
Grant.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the
Administrator.  Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.

    


    14.           Amendment and Termination of
the Plan and Outstanding Options.

    


    (a)           Amendment and
Termination.  The Board may at any time amend, alter, suspend,
or terminate the Plan without shareholder approval; provided, however, that the
Board may condition any amendment or modification on the approval of
shareholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

    


    (b)           Effect of Amendment or
Termination.  No amendment, alteration, suspension, or
termination of the Plan or any outstanding Option shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.

    


    (c)           Shareholder Approval
Required for Certain Actions.  The original term of any Option
may not be extended without the prior approval of the shareholders of the
Company.  Except as otherwise provided in Section 12, the exercise
price of any Option may not be reduced, directly or indirectly, without the
prior approval of the shareholders of the Company.

    


    (c)            Compliance
Amendments.  Notwithstanding anything in the Plan or in any
Notice of Grant, Option Agreement or other applicable agreement to the contrary,
the Committee may amend the Plan or any Notice of Grant, Option Agreement or
other applicable agreement, to take effect retroactively or otherwise, as deemed
necessary or advisable for the purpose of conforming the Plan, Notice of Grant,
Option Agreement or other applicable agreement to any present or future law
relating to plans of this or similar nature (including, but not limited to,
Section 409A of the Code), and to the administrative regulations and rulings
promulgated thereunder.  By accepting an Option under this Plan, a
Optionee agrees to any amendment made pursuant to this Section to any Option
granted under the Plan without further consideration or action.

    


    15.           Conditions Upon Issuance of
Shares.

    


    (a)           Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such
compliance.

    


    (b)           Investment
Representations.  As a condition to the exercise of an Option,
the Company may require the person exercising such Option 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.

    


    16.           Liability of
Company.

    


    (a)           Inability to Obtain
Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any 

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

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

    


    (b)           Grants Exceeding Allotted
Shares.  If the Optioned Stock covered by an Option exceeds, as
of the date of grant, the number of Shares which may be issued under the Plan,
such Option shall be void with respect to such excess Optioned Stock, unless
approval of an amendment sufficiently increasing the number of shares subject to
the Plan is timely obtained.

    


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

    


    18.           Restriction on
Repricing.  Without the prior approval of the shareholders of
the Company, the Administrator shall not reprice any Options issued under the
Plan through cancellation and regrant, by lowering the exercise price, or by any
other means.

    


    19.           Special Provisions Related
To Section 409A of the Code.

    


    (a)           Notwithstanding
anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement to the contrary, to the extent that any amount or benefit
that would constitute non-exempt “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under
the Plan or any Notice of Grant, Option Agreement or other applicable agreement
by reason of the occurrence of a Change in Control, or the Optionee’s Disability
or separation from service, such amount or benefit will not be payable or
distributable to the Optionee by reason of such circumstance unless (i) the
circumstances giving rise to such Change in Control, Disability or separation
from service meet any description or definition of “change in control event”,
“disability” or “separation from service”, as the case may be, in
Section 409A of the Code and applicable regulations (without giving effect
to any elective provisions that may be available under such definition), or
(ii) the payment or distribution of such amount or benefit would be exempt
from the application of Section 409A of the Code by reason of the
short-term deferral exemption or otherwise.  This provision does not
prohibit the vesting of
any Option upon a Change in Control, Disability or separation from service,
however defined.  If this provision prevents the payment or
distribution of any amount or benefit, such payment or distribution shall be
made on the next earliest payment or distribution date or event specified in the
Notice of Grant, Option Agreement or other applicable agreement that is
permissible under Section 409A.

    


    (b)           If
any one or more Options granted under the Plan to a Optionee could qualify for
any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9),
but such Options in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company (acting through the Committee or the Head
of Human Resources) shall determine which Options or portions thereof will be
subject to such exemptions.

    


    (c)           Notwithstanding
anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement to the contrary, if any amount or benefit that would
constitute non-exempt “deferred compensation” for purposes of Section 409A of
the Code would otherwise be payable or distributable under this Plan or in any
Notice of Grant, Option Agreement or other applicable agreement by reason of a
Optionee’s separation from service during a period in which the Optionee is a
Specified Employee (as defined below), then, subject to any permissible
acceleration of payment by the Committee under Treas. Reg. Section
1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes):

    


    (i) if
the payment or distribution is payable in a lump sum, the Optionee’s right to
receive payment or distribution of such non-exempt deferred compensation will be
delayed until the earlier of the Optionee’s death or the first day of the
seventh month following the Optionee’s separation from service; and

    
       

      
        
          
            
              9/22/2003
– change # 2(o) (i),(ii)

            

             


          

          
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    (ii) if
the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month
period immediately following the Optionee’s separation from service will be
accumulated and the Optionee’s right to receive payment or distribution of such
accumulated amount will be delayed until the earlier of the Optionee’s death or
the first day of the seventh month following the Optionee’s separation from
service, whereupon the accumulated amount will be paid or distributed to the
Optionee and the normal payment or distribution schedule for any remaining
payments or distributions will resume.

    


    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its
application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall
be determined in accordance with rules adopted by the Board or any committee of
the Board, which shall be applied consistently with respect to all nonqualified
deferred compensation arrangements of the Company, including this
Plan.

    


    
      9/22/2003
– change # 2(o) (i),(ii)

    

    
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