exv10w2






Exhibit 10.2




3COM CORPORATION




2003 STOCK PLAN




(Amended and Restated Effective as of January 1, 2009)




2003 Stock Plan 12-11-08




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Purposes of the Plan
	 	 	1	 
	 
	 	 	 	 
	2. Definitions
	 	 	1	 
	 
	 	 	 	 
	(a) “Administrator”
	 	 	1	 
	(b) “Applicable Laws”
	 	 	1	 
	(c) “Award”
	 	 	1	 
	(d) “Award Agreement”
	 	 	1	 
	(e) “Cause”
	 	 	1	 
	(f) “Change in Control”
	 	 	1	 
	(g) “Code”
	 	 	2	 
	(h) “Committee”
	 	 	2	 
	(i) “Common Stock”
	 	 	2	 
	(j) “Company”
	 	 	2	 
	(k) “Consultant”
	 	 	2	 
	(l) “Director”
	 	 	2	 
	(m) “Disability”
	 	 	2	 
	(n) “Discretionary Options”
	 	 	3	 
	(o) “Employee”
	 	 	3	 
	(p) “Exchange Act”
	 	 	3	 
	(q) “Fair Market Value”
	 	 	3	 
	(r) “Incentive Stock Option”
	 	 	3	 
	(s) “Independent Director”
	 	 	3	 
	(t) “Inside Director”
	 	 	3	 
	(u) “Nonstatutory Stock Option”
	 	 	4	 
	(v) “Notice of Grant”
	 	 	4	 
	(w) “Officer”
	 	 	4	 
	(x) “Option”
	 	 	4	 
	(y) “Optioned Stock”
	 	 	4	 
	(z) “Parent”
	 	 	4	 
	(aa) “Participant”
	 	 	4	 
	(bb) “Plan”
	 	 	4	 
	(cc) “Qualifying Board Retirement”
	 	 	4	 
	(dd) “Restricted Stock”
	 	 	4	 
	(ee) “Rule 16b-3”
	 	 	4	 
	(ff) “Section 16(b)”
	 	 	4	 
	(gg) “Service Provider”
	 	 	4	 
	(hh) “Share”
	 	 	4	 
	(ii) “Stock Appreciation Right” or “SAR”
	 	 	4	 
	(jj) “Subsidiary”
	 	 	4	 
	 
	 	 	 	 
	3. Stock Subject to the Plan
	 	 	5	 
	 
	 	 	 	 
	(a) Maximum Shares
	 	 	5	 






2003 Stock Plan 12-11-08




 









 





TABLE OF CONTENTS
(Continued)




	 	 	 	 	 
	 	 	Page	 
	(b) Full Value Awards
	 	 	5	 
	(c) Lapsed Awards
	 	 	5	 
	 
	 	 	 	 
	4. Administration of the Plan
	 	 	5	 
	 
	 	 	 	 
	(a) Procedure
	 	 	5	 
	(b) Powers of the Administrator
	 	 	6	 
	(c) Effect of Administrator’s Decision
	 	 	7	 
	 
	 	 	 	 
	5. Eligibility
	 	 	7	 
	 
	 	 	 	 
	(a) Awards and Discretionary Stock Options
	 	 	7	 
	(b) Automatic Independent Director Option Grants
	 	 	7	 
	 
	 	 	 	 
	6. Limitations
	 	 	7	 
	 
	 	 	 	 
	7. Term of Plan
	 	 	8	 
	 
	 	 	 	 
	8. Stock Options
	 	 	8	 
	 
	 	 	 	 
	(a) Term of Option
	 	 	8	 
	(b) Option Exercise Price, Waiting Period and Consideration
	 	 	8	 
	(c) Termination of Relationship as a Service Provider
	 	 	10	 
	(d) Disability of Optionee
	 	 	10	 
	(e) Death of Optionee
	 	 	10	 
	 
	 	 	 	 
	9. Restricted Stock
	 	 	11	 
	 
	 	 	 	 
	(a) Grant of Restricted Stock
	 	 	11	 
	(b) Exercise Price and other Terms
	 	 	11	 
	(c) Restricted Stock Award Agreement
	 	 	11	 
	 
	 	 	 	 
	10. Stock Appreciation Rights
	 	 	11	 
	 
	 	 	 	 
	(a) Grant of SARs
	 	 	11	 
	(b) Exercise Price and other Terms
	 	 	11	 
	(c) Payment of SAR Amount
	 	 	11	 
	(d) Payment upon Exercise of SAR
	 	 	12	 
	(e) Settlements and Plan Share Allocation
	 	 	12	 
	(f) SAR Agreement
	 	 	12	 
	(g) Expiration of SARs
	 	 	12	 
	(h) Termination of Relationship as a Service Provider
	 	 	12	 
	(i) Disability of Participant
	 	 	12	 
	(j) Death of Participant
	 	 	13	 
	 
	 	 	 	 
	11. Option Grants to Independent Directors
	 	 	13	 
	 
	 	 	 	 
	(a) Nonstatutory Stock Options
	 	 	13	 
	(b) Administration
	 	 	13	 
	(c) Guidelines
	 	 	13	 
	(d) Initial Grant
	 	 	13	 
	(e) Pro-Rata Grant
	 	 	14	 






2003 Stock Plan 12-11-08



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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	Page	 
	(f) Annual Grant
	 	 	14	 
	(g) Other Option Terms
	 	 	14	 
	 
	 	 	 	 
	12. Leaves of Absence
	 	 	15	 
	 
	 	 	 	 
	13. Non-Transferability of Awards
	 	 	15	 
	 
	 	 	 	 
	14. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or
Change of Control
	 	 	15	 
	 
	 	 	 	 
	(a) Changes in Capitalization
	 	 	15	 
	(b) Dissolution or Liquidation
	 	 	16	 
	(c) Change of Control
	 	 	16	 
	 
	 	 	 	 
	15. Award Date of Grant
	 	 	18	 
	 
	 	 	 	 
	16. Amendment and Termination of the Plan
	 	 	18	 
	 
	 	 	 	 
	(a) Amendment and Termination; No Repricing
	 	 	18	 
	(b) Stockholder Approval
	 	 	18	 
	(c) Effect of Amendment or Termination
	 	 	18	 
	 
	 	 	 	 
	17. Conditions Upon Issuance of Shares
	 	 	18	 
	 
	 	 	 	 
	(a) Legal Compliance
	 	 	18	 
	(b) Investment Representations
	 	 	18	 
	 
	 	 	 	 
	18. Inability to Obtain Authority
	 	 	19	 
	 
	 	 	 	 
	19. Reservation of Shares
	 	 	19	 
	 
	 	 	 	 
	20. Stockholder Approval
	 	 	19	 
	 
	 	 	 	 
	21. Compliance With Code Section 409A
	 	 	19	 





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3COM CORPORATION




2003 STOCK PLAN, AS AMENDED AND RESTATED




     1. Purposes of the Plan. The purposes of this 2003 Stock Plan are:




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility,
	 
	 	•	 	to provide additional incentive to Employees and Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





          The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted
Stock and Stock Appreciation Rights. In addition, the Plan provides for automatic option grants to
Independent Directors.




     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) “Applicable Laws” means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Awards are granted under the Plan.




          (c) “Award” means, individually or collectively, a grant under the Plan of Options,
SARs or Restricted Stock.




          (d) “Award Agreement” means the written agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the
terms and conditions of the Plan.




          (e) “Cause”
means (i) an act of personal dishonesty taken by the Participant in connection with his or her
responsibilities as an employee and intended to result in substantial personal enrichment of the
Participant, (ii) Participant being convicted of or pleading nolo contendere to a
felony, (iii) a willful act by the Participant which constitutes gross misconduct and which is
injurious to the Company, (iv) following delivery to the Participant of a written demand for
performance from the Company which describes the basis for the Company’s reasonable belief that the
Participant has not substantially performed his or her duties, continued violations by the
Participant of the Participant’s obligations to the Company which are demonstrably willful and
deliberate on the Participant’s part.




          (f) “Change in Control” means the occurrence of any of the following events:



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                    (i) Any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the total voting power represented by the Company’s then outstanding voting securities; or



                    (ii) The consummation of the sale or change in ownership of a substantial portion of the
Company’s assets (i.e., the total gross fair market value of the Company’s assets acquired during
the twelve (12) month period ending on the date of the most recent acquisition equals more than
fifty percent (50%) of the total gross fair market value of all of the Company’s assets (without
regard to associated liabilities) immediately before such acquisition or acquisitions) other than a
transfer of assets to a related person as described in Treasury Regulation Section
1.409A-3(i)(5)(vii)(B); or



                    (iii) The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or



                    (iv) A change in the composition of the Board occurring within a twelve (12) month period, as
a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent
Directors” shall mean directors who either (A) are directors of the Company as of the date upon
which this Agreement was entered into, or (B) are elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of those directors whose election or nomination
was not in connection with any transaction described in subsections (i), (ii), or (iii) above, or
in connection with an actual or threatened proxy contest relating to the election of directors to
the Company.




          (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended.




          (h) “Committee”
means a committee, which may consist of one or more persons whom may or may not be Board
members, as is consistent with Applicable Laws, appointed by the Board in accordance with Section 4
of the Plan.




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




          (j) “Company” means 3Com Corporation.




          (k) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity.




          (l) “Director” means a member 3Com’s Board of Directors.




          (m) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code, provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total disability exists in



2003 Stock Plan 12-11-08




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accordance with uniform and non-discriminatory standards adopted by the Administrator from time to
time.





          (n) “Discretionary Options” means Incentive Stock Options and Nonstatutory Stock
Options that are not issued pursuant to the Independent Director option grant provisions of Section
11.




          (o) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or any leave for which a
return to employment is guaranteed under Applicable Laws, or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of
Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the
Company.




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




          (q) “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 or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the date of
determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



                    (ii) If the Common Stock 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 date of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable; or



                    (iii) in the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.




          (r) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.




          (s) “Independent Director” means a Director who is not an Employee.




          (t) “Inside Director” means a Director who is an Employee.



2003 Stock Plan 12-11-08




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          (u) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




          (v) “Notice of Grant” means a written or electronic notice evidencing certain terms
and conditions of an individual Award. The Notice of Grant is part of the Award Agreement.




          (w) “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.




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




          (y) “Optioned Stock” means the Common Stock subject to an Option or SAR.




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




          (aa) “Participant” means the holder of an outstanding Award granted under the Plan.




          (bb) “Plan” means this 2003 Stock Plan, as from time to time amended and in effect.




          (cc) “Qualifying Board Retirement” means an Independent Director’s termination from
Board membership, including pursuant to the Independent Director’s death or Disability, if such
termination follows ten full years of Board service or five full years of Board service and
attainment of age 62 or greater.




          (dd) “Restricted Stock” means shares of Common Stock or units/rights to acquire shares
of Common Stock granted pursuant to Section 9 of the Plan that are subject to vesting.




          (ee) “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.




          (ff) “Section 16(b)” means Section 16(b) of the Exchange Act.




          (gg) “Service Provider” means an Employee, Director or Consultant.




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




          (ii) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in
connection with a related Option, that pursuant to Section 10 is designated as an SAR.




          (jj) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,
as defined in Section 424(f) of the Code and also include partnerships, limited liability companies
and other entities that are at least 30% owned by the Company.



2003 Stock Plan 12-11-08




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     3. Stock Subject to the Plan.




          (a) Maximum Shares. Subject to the provisions of Section 14 of the Plan, the maximum
aggregate number of Shares which may be issued under the Plan is 73,000,000 Shares. The Shares may
be authorized, but unissued, or reacquired Common Stock.




          (b) Full Value Awards. This Section 3(b) is effective upon stockholder approval,
after Board approval on June 18, 2008, for new Awards granted under the Plan after such stockholder
approval effective date. Any Shares subject to Options or SARs shall be counted against the
numerical limits of this Section 3 as one Share for every Share subject thereto. Any Shares
subject to Restricted Stock with a per share purchase price lower than 100% of the Fair Market
Value on the date of grant shall be counted against the numerical limits of this Section 3 as 1.43
Shares for every one Share subject thereto. If any Shares acquired pursuant to an Award of
Restricted Stock are forfeited or repurchased by the Company and would otherwise return to the Plan
pursuant to Section 3(c), 1.43 times the number of Shares so forfeited or repurchased will return
to the Plan and will again become available for future grant or sale under the Plan.




          (c) Lapsed Awards. If an Award expires or becomes unexercisable without having been
exercised in full, or, with respect to Restricted Stock, is forfeited back to or repurchased by the
Company, the unpurchased Shares (or for Restricted Stock, the forfeited or repurchased shares)
which were subject thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated). With respect to SARs, all shares which are the subject of an issued SAR
shall cease to be available under the Plan, except for SARs which expire or become unexercisable
without having been exercised in full. Shares that have actually been issued under the Plan under
any Award shall not be returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their
original purchase price or are forfeited to the Company, such Shares shall become available for
future grant under the Plan. For the avoidance of doubt, except for Awards which expire or become
unexercisable without having been exercised in full, the following Shares shall not
become available for issuance under the Plan: (i) Shares tendered by Participants as full or
partial payment to the Company upon exercise of Options granted, or shares repurchased using cash
proceeds upon exercise of Options granted, under the Plan; (ii) Shares reserved for issuance upon
the grant of SARs, to the extent the number of reserved Shares exceeds the number of Shares
actually issued upon exercise of the SARs; and (iii) Shares withheld by, or otherwise remitted to,
the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions
on Restricted Stock or the exercise of options or SARs granted under the Plan or upon any other
payment or issuance of Shares under the Plan.



     4. Administration of the Plan.




          (a) Procedure.



                    (i) Multiple Administrative Bodies. The Plan may be administered by different
Committees with respect to different groups of Service Providers.



                    (ii) Section 162(m). To the extent that the Administrator determines it to be
desirable to qualify Awards granted hereunder as “performance-based compensation” within the



2003 Stock Plan 12-11-08




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meaning of Section 162(m) of the Code, the Plan shall be administered by a Compensation Committee
of two or more “outside directors” within the meaning of Section 162(m) of the Code.




                    (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.



                    (iv) Other Administration. Other than as provided above, the Plan shall be
administered by (A) the Compensation Committee, or (B) a different Committee, in either case which
shall be constituted to satisfy Applicable Laws. Grants to Independent Directors under Section 11
of the Plan shall be administered by the Company’s Inside Directors.




          (b) Powers of the Administrator. Subject to the provisions of the Plan the
Administrator shall have the authority, in its discretion:



                    (i) to determine the Fair Market Value;



                    (ii) to select the Service Providers to whom Awards may be granted hereunder;



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



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



                    (v) 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
or purchase price, the time or times when Awards may be vested, exercised, purchased or granted
(which may be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions or repurchase rights, and any restriction or limitation regarding any Award or the
shares of Common Stock relating thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;



                    (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan,
including, but not limited to, a determination of a Participant’s date of termination with respect
to any Award granted under the Plan;



                    (vii) 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, satisfying foreign securities law or achieving other foreign
legal compliance objectives;



                    (viii) to modify or amend each Award (subject to Section 16 of the Plan), including the
discretionary authority to extend the post-termination vesting or exercisability of Awards longer
than is otherwise provided for in the Plan;



                    (ix) to allow Participants to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option or SAR or upon



2003 Stock Plan 12-11-08



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the vesting
or earlier tax recognition of Restricted Stock that number of Shares having a Fair Market Value
equal to the amount required 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 a Participant 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;




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



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




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



     5. Eligibility.




          (a) Awards and Discretionary Stock Options. Awards and Discretionary Options may be
granted to Service Providers. Incentive Stock Options may be granted only to Employees.




          (b) Automatic Independent Director Option Grants. Automatic Option grants under
Section 11 hereof shall only be made to Independent Directors.



     6. Limitations.




          (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent
that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or subsidiary as defined in Code Section 424(f)) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.




          (b) Neither the Plan nor any Award shall confer upon a Participant any right with respect to
continuing their relationship as a Service Provider, nor shall they interfere in any way with the
right of the Participant or the right of the Company or its Parent or Subsidiaries to terminate
such relationship at any time, with or without cause.




          (c) The following limitations shall apply to grants of Options and SARs with an exercise price
equal to or exceeding 100% of Fair Market Value on the grant date:



                    (i) No Service Provider shall be granted, in any fiscal year of the Company, Option or SARs to
purchase more than 1,750,000 Shares.



2003 Stock Plan 12-11-08




7









 





                    (ii) In connection with his or her initial service, a Service Provider may be granted Options
to purchase up to an additional 1,750,000 Shares which shall not count against the limit set forth
in subsection (i) above.



                    (iii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 14(a).



                    (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted
(other than in connection with a transaction described in Section 14(c)), the cancelled Option will
be counted against the limits set forth in subsections (i) and (ii) above.



          7. Term of Plan. The Plan shall become effective upon the date of stockholder
approval of the Plan in 2003. It shall continue in effect for a term of ten (10) years from the
date upon which the Board approved the Plan subject to obtaining stockholder approval, namely July
15, 2013.



     8. Stock Options.




          (a) Term of Option. The term of each Option shall be stated in the Option Agreement
and shall be no more than seven (7) years from the date of grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or subsidiary that qualifies under Code Section
424(f), the term of the Incentive Stock Option shall be five (5) years from the date of grant or
such shorter term as may be provided in the Option Agreement.




          (b) Option Exercise Price, Waiting Period and Consideration.



                    (i) 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, subject to the following:




                    (1) In the case of an Incentive Stock Option




                         a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Code Section 424(f) subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.




                         b) granted to any Employee other than an Employee described in paragraph a) immediately above,
the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the
date of grant.




                    (2) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator, with a minimum per Share exercise price equal to 100% of the Fair
Market Value per Share on the date of grant.



2003 Stock Plan 12-11-08



8









 





                    (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may become vested or be exercised and
shall determine any conditions which must be satisfied before the Option may vest or be exercised.



                    (iii) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration, subject to Applicable Laws, may consist entirely of:




                    (1) cash;




                    (2) check;




                    (3) other Shares which (A) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six months on the date of surrender, and (B) 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;




                    (4) consideration received by the Company under a broker-assisted cashless exercise program
acceptable to the Company, in its sole discretion;




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




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



                    (iv) Exercise of Option; Rights as a Stockholder. 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 shall be deemed exercised when the Company receives: (i) written or electronic
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. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the Shares are 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 stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)
such Shares 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 14 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



2003 Stock Plan 12-11-08




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Shares as to which
the Option is exercised. An Option may not be exercised for a fraction of a Share.




          (c) Termination of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement to the extent that
the Option is vested and exercisable on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee’s termination. If, on the date of termination, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested 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 by the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.




               Notwithstanding the above, in the event of an Optionee’s change in status from Consultant,
Employee or Director to Employee, Consultant or Director (e.g., an Inside Director becoming an
Independent Director), an Optionee’s status as a Service Provider shall continue notwithstanding
the change in status. However, in such event, an Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option three months and one day following such change of status.




          (d) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period
of time as is specified in the Option Agreement to the extent the Option is vested and exercisable
on the date of termination (but in no event later than the expiration of the term of such Option as
set forth in the Option Agreement). In the absence of a specified time in the Option Agreement,
the Option shall remain exercisable for twelve (12) months following the Optionee’s termination.
If, on the date of termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested 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.




          (e) Death of Optionee. If an Optionee dies while a Service Provider, the Option may
be exercised within such period of time as is specified in the Option Agreement (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 acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested and exercisable on the date of death.
In the absence of a specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee’s termination. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or
administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so
exercised within the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.



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     9. Restricted Stock.




          (a) Grant of Restricted Stock. Subject to the terms and conditions of the Plan,
Restricted Stock may be granted to Service Providers at any time and from time to time as shall be
determined by the Administrator, in its sole discretion. The Administrator shall have complete
discretion to determine (i) the number of Shares subject to a Restricted Stock award granted to any
Participant, (ii) whether the form of the award shall be Shares or units/rights to acquire Shares,
and (iii) the conditions that
must be satisfied, including performance-based milestones, upon which is conditioned the grant
or vesting of Restricted Stock. For Restricted Stock granted in the form of units/rights to
acquire Shares, each such unit/right shall be the equivalent of one Share of Common Stock for
purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no
right to vote or receive dividends or any other rights as a stockholder shall exist with respect to
the units/rights to acquire Shares.




          (b) Exercise Price and other Terms. The Administrator, subject to the provisions of
the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock
granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and
restrictions determined by the Administrator at the time the stock is awarded, which may include
such performance-based milestones as are determined appropriate by the Administrator. The
Administrator may require the recipient to sign a Restricted Stock Agreement as a condition of the
award. Any certificates representing the shares of Stock awarded shall bear such legends as shall
be determined by the Administrator.




          (c) Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced
by an Award Agreement that shall specify the purchase price (if any) and such other terms and
conditions as the Administrator, in its sole discretion, shall determine; provided; however, that
if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than
seven (7) years following the date of grant.



     10. Stock Appreciation Rights.




          (a) Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be
granted to Service Providers at any time and from time to time as shall be determined by the
Administrator, in its sole discretion. The Administrator shall have complete discretion to
determine the number of SARs granted to any Participant.




          (b) Exercise Price and other Terms. The Administrator, subject to the provisions of
the Plan, shall have complete discretion to determine the terms and conditions of SARs granted
under the Plan; provided, however, that (i) a SAR must have a minimum exercise price equal to 100%
of the Fair Market Value per Share on the date of grant and (ii) no SAR may have a term of more
than seven (7) years from the date of grant.




          (c) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company
in an amount determined by multiplying:



                    (i) The difference between the Fair Market Value of a Share on the date of exercise over the
exercise price; times



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                    (ii) The number of Shares with respect to which the SAR is exercised.




          (d) Payment upon Exercise of SAR. At the discretion of the Administrator, payment for
a SAR may be in cash, Shares or a combination thereof.




          (e) Settlements and Plan Share Allocation. Cash payments of Stock Appreciation Rights
as well as Common Stock issued upon exercise of Stock Appreciation Rights shall be applied against
the maximum number of shares of Common Stock that may be issued pursuant to the Plan. The number
of shares to be applied against such maximum number of shares in such circumstances shall be
counted as one (1) share for every Stock Appreciation Right subject thereto, regardless of the
number of shares or amount of cash used to settle the Stock Appreciation Right.




          (f) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms
and conditions as the Administrator, in its sole discretion, shall determine.




          (g) Expiration of SARs. A SAR granted under the Plan shall expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.




          (h) Termination of Relationship as a Service Provider. If a Participant ceases to be
a Service Provider, other than upon the Participant’s death or Disability, the Participant may
exercise his or her Stock Appreciation Right within such period of time as is specified in the
Stock Appreciation Right Agreement to the extent that the Stock Appreciation Right is vested and
exercisable on the date of termination (but in no event later than the expiration of the term of
such Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement). In the
absence of a specified time in the Stock Appreciation Right Agreement, the Stock Appreciation Right
shall remain exercisable for three (3) months following the Participant’s termination. If, on the
date of termination, the Participant is not vested as to his or her entire Stock Appreciation
Right, the Shares covered by the unvested portion of the Stock Appreciation Right shall revert to
the Plan. If, after termination, the Participant does not exercise his or her Stock Appreciation
Right within the time specified by the Administrator, the Stock Appreciation Right shall terminate,
and the Shares covered by such Stock Appreciation Right shall revert to the Plan. Notwithstanding
the above, in the event of a Participant’s change in
status from Consultant, Employee or Director to Employee, Consultant or Director (e.g., an
Inside Director becoming an Independent Director), a Participant’s status as a Service Provider
shall continue notwithstanding the change in status.




          (i) Disability of Participant. If a Participant ceases to be a Service Provider as a
result of the Participant’s Disability, the Participant may exercise his or her Stock Appreciation
Right within such period of time as is specified in the Stock Appreciation Right Agreement to the
extent the Stock Appreciation Right is vested and exercisable on the date of termination (but in no
event later than the expiration of the term of such Stock Appreciation Right as set forth in the
Stock Appreciation Right Agreement). In the absence of a specified time in the Stock Appreciation
Right Agreement, the Stock Appreciation Right shall remain exercisable for twelve (12) months
following the Participant’s termination. If, on the date of termination, the



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Participant is not
vested as to his or her entire Stock Appreciation Right, the Shares covered by the unvested portion
of the Stock Appreciation Right shall revert to the Plan. If, after termination, the Participant
does not exercise his or her Stock Appreciation Right within the time specified herein, the Stock
Appreciation Right shall terminate, and the Shares covered by such Stock Appreciation Right shall
revert to the Plan.




          (j) Death of Participant. If a Participant dies while a Service Provider, the Stock
Appreciation Right may be exercised within such period of time as is specified in the Stock
Appreciation Right Agreement (but in no event later than the expiration of the term of such Stock
Appreciation Right as set forth in the Notice of Grant), by the Participant’s estate or by a person
who acquires the right to exercise the Stock Appreciation Right by bequest or inheritance, but only
to the extent that the Stock Appreciation Right is vested and exercisable on the date of death. In
the absence of a specified time in the Stock Appreciation Right Agreement, the Stock Appreciation
Right shall remain exercisable for twelve (12) months following the Participant’s termination. If,
at the time of death, the Participant is not vested as to his or her entire Stock Appreciation
Right, the Shares covered by the unvested portion of the Stock Appreciation Right shall immediately
revert to the Plan. The Stock Appreciation Right may be exercised by the executor or administrator
of the Participant’s estate or, if none, by the person(s) entitled to exercise the Stock
Appreciation Right under the Participant’s will or the laws of descent or distribution. If the
Stock Appreciation Right is not so exercised within the time specified herein, the Stock
Appreciation Right shall terminate, and the Shares covered by such Stock Appreciation Right shall
revert to the Plan.




     11. Option Grants to Independent Directors. All grants of Options to Independent
Directors pursuant to this Section shall be made strictly in accordance with the following
provisions:




          (a) Nonstatutory Stock Options. All Options granted pursuant to this Section shall be
Nonstatutory Stock Options and, except as otherwise provided herein, shall be subject to the other
terms and conditions of the Plan.




          (b) Administration. Option grants under this Section 11 shall be administered by a
committee consisting of the Company’s Inside Directors; provided, however, that such committee
shall not have any discretion to select which Independent Directors shall be granted Options under
this Section 11.




          (c) Guidelines. The committee of Inside Directors shall establish guidelines (the
“Guidelines”) that determine the number of shares to be subject to the options granted under this
Section 11, subject to the per option limits set forth in Sections 11(d) and 11(f). The Guidelines
must provide that on each grant date, the number of shares of Common Stock subject to each option
automatically granted pursuant to Section 11(d) or 11(f), as the case may be, shall be equal for
each eligible participant, subject to distinctions based on the outside director’s position as
Chairman of the Board, designation as the “lead” outside director, and service on Board committees,
including service as chairman of such committees.




          (d) Initial Grant. Each person who first becomes an Independent Director following
the effective date of this Plan shall be automatically granted an Option to purchase that



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number of
shares as may be specified in the Guidelines then currently in effect (the “Guideline Amount”) for
service on the Board, not to exceed 120,000 shares of Common Stock (or 160,000 shares if the
participant is the lead director or Chairman of the Board on the date of grant), as of the date
that is the fifth (5th) trading day of the month that immediately follows the month in
which that individual first becomes an Independent Director and commences service on the Board
whether through election by the stockholders of the Company or appointment by the Board to fill a
vacancy (the “Initial Grant”); provided, however, that an Inside Director who ceases to be an
Inside Director and thereby becomes an Independent Director shall not receive an Initial Grant.
Subject to accelerated vesting upon certain Change of Control transactions as specified in Section
14(c)(iii), the Initial Grant shall vest as to 25% of the shares subject thereto on each
anniversary of the date of grant, so as to be 100% vested on the fourth anniversary of the date of
grant, subject to the Optionee remaining a director through such vesting dates.




          (e) Pro-Rata Grant. Additionally, at the time an Initial Grant is made to a new
director, he or she shall receive an option grant with the number of shares subject thereto equal
to the Guideline Amount multiplied by a fraction, the numerator of which is the number of full
months of service remaining prior to the next annual stockholder meeting and the denominator of
which is 12 (the “Pro-Rata Grant”). Subject to accelerated vesting upon a Change of Control as
specified in Section 14(c)(iii), the Pro-Rata Grant will vest as to 50% of the shares subject
thereto on each anniversary of the date of grant, so as to be 100% vested on the second anniversary
of the date of grant, subject to the Optionee remaining a director through such vesting dates.




          (f) Annual Grant . On the date of each regularly scheduled Company annual stockholder meeting, each
Independent Director shall be automatically granted an Option to purchase that number of shares
equal to the Guideline Amount for service on the Board, not to exceed 120,000 shares of Common
Stock, or 160,000 shares if the participant is the lead director or Chairman of the Board on the
date of grant (the “Annual Grants”). Subject to accelerated vesting upon certain Change of Control
transactions as specified in Section 14(c)(iii), Annual Grants shall vest as to 50% of the shares
subject thereto on the day prior to the next year’s regularly scheduled Company annual stockholder
meeting and as to the balance of the shares subject thereto on the day prior to the next year’s
regularly scheduled Company annual stockholder meeting, so as to be 100% vested on the day prior to
the Company annual stockholder meeting held approximately two years following the grant date,
subject to the Optionee remaining a director through such vesting dates.




          (g) Other Option Terms. The other terms of each option granted pursuant to this
Section 11 shall be as follows:



                    (i) The option term shall be seven (7) years.



                    (ii) The exercise price per Share shall be no less than 100% of the Fair Market Value per
Share on the date of grant.



                    (iii) In the event an Optionee’s service as a Director terminates more than six (6) months
following the commencement of service as an Independent Director, then the Option shall immediately
accelerate as to one year’s additional vesting or, with respect to an Annual Grant, as to the
number of shares that would have vested on the day prior to the next regularly scheduled



2003 Stock Plan 12-11-08




14









 




meeting of
the stockholders. The Option shall remain exercisable, to the extent vested and exercisable on the
date of termination of Board service, for one year following such termination date (but in no event
longer than the original term of the Option); provided, however, that in the event of a Qualifying
Board Retirement, the Option shall vest as to 100% of the Shares and shall remain exercisable for
three years following such termination (but in no event longer than the original term of the
Option); provided, further that in the event of the termination of service as an Independent
Director due to the death or Disability of the Optionee while an Independent Director, the Option
shall immediately accelerate as to one year’s additional vesting or, with respect to an Annual
Grant, as to the number of shares that would have vested on the day prior to the next regularly
scheduled meeting of the stockholders (or more, in any event, if the cessation of Board Service
would have been a Qualifying Retirement) even if such termination of service is within six (6)
months following the commencement of service as an Independent Director.




                    (iv) The permissible forms of consideration for exercising the option shall be the same as for
discretionary options as specified in Section 8(b)(iii) hereof.



                    (v) The provisions of Section 8(b)(iv) hereof relating to stockholder rights shall also apply
to options granted under this Section 11.



                    (vi) The options granted under this Section 11 shall be subject to the other terms and
conditions set forth in the form of option agreement selected by the committee of Inside Directors,
in their sole discretion.




     12. Leaves of Absence. Unless the Administrator provides otherwise or as otherwise
required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing on the 91st
day of any unpaid leave of absence and shall only recommence upon return to active service.




     13. Non-Transferability of Awards. An Award 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 Participant, only by the
Participant.




     14. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of
Control.




          (a) Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock covered by each outstanding Award, the number of
shares of Common Stock which have been authorized for issuance under the Plan but as to which no
Awards have yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per share of Common Stock covered by each such
outstanding Award and the 162(m) annual share issuance limits under Section 6(c) 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 issued
shares of Common Stock effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall



2003 Stock Plan 12-11-08



15









 






not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by the Compensation
Committee, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
Award.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for a Participant to have the right to exercise his or her Award until ten (10) days prior
to such transaction as to all of the stock covered thereby, including Shares as to which the Award
would not otherwise be vested or exercisable. In addition, the Administrator may provide that any
Company repurchase option or forfeiture applicable to any Shares covered by an Award shall lapse as
to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in
the manner
contemplated. To the extent it has not been previously exercised, an Award will terminate
immediately prior to the consummation of such proposed action.




          (c) Change of Control.



                    (i) SARs and Discretionary Options. In the event of a Change of Control, each
outstanding SAR and Discretionary Option shall be assumed or an equivalent option substituted by
the successor corporation or a Parent or subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the SAR and Discretionary
Option, the Participant shall fully vest in and have the right to exercise the SAR or Discretionary
Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable. If a SAR or Discretionary Option becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a Change of Control, the Administrator shall
notify the Participant in writing or electronically that the SAR or Discretionary Option shall be
fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and
the SAR or Discretionary Option shall terminate upon the expiration of such period. For the
purposes of this paragraph, the SAR or Discretionary Option shall be considered assumed if,
following the Change of Control, the SAR or option confers the right to purchase or receive, for
each Share of Optioned Stock subject to the SAR or Discretionary Option immediately prior to the
Change of Control, the consideration (whether stock, cash, or other securities or property)
received in the Change of Control by holders of Common Stock for each Share held on the effective
date of the 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); provided, however,
that if such consideration received in the Change of Control is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the SAR or
Discretionary Option, for each Share of Optioned Stock subject to the SAR or Discretionary Option,
to be solely common stock of the successor corporation or its Parent equal in fair market value to
the per share consideration received by holders of Common Stock in the Change of Control.



                    (ii) Restricted Stock. In the event of a Change of Control, each outstanding
Restricted Stock award shall be assumed or an equivalent award substituted by the successor
corporation or a Parent or subsidiary of the successor corporation. In the event that the
successor



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16









 




corporation refuses to assume or substitute for the Restricted Stock, the Participant
shall fully vest in the Restricted Stock, including Shares as to which it would not otherwise be
vested. In such event, payment shall be made as soon as administratively practicable but in no
event later than the sixtieth (60th) day following vesting. For the purposes of this
paragraph, the Restricted Stock shall be considered assumed if, following the Change of Control,
the Restricted Stock confers the right to receive, for each Share and each unit/right to acquire a
Share that is subject to the Restricted Stock award immediately prior to the Change of Control, the
consideration (whether stock, cash, or other securities or property) received in the Change of
Control by holders of Common Stock for each Share and each unit/right to acquire a Share held on
the effective date of the 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); provided,
however, that if such consideration received in the Change of Control is not solely common stock of
the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received, for each Share and
each unit/right to acquire a Share subject to the Restricted Stock award, to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change of Control.




                    (iii) Automatic Independent Director Options. In the event of a Change of Control in
which the Independent Directors are terminated or asked to resign either upon the Change of Control
or within one year following the Change of Control, their Options granted under Section 11 hereof
shall vest 100% immediately prior to such Change in Control. In the event of a Change of Control
in which the Independent Directors are not terminated or asked to resign, their Options granted
under Section 11 hereof shall be treated the same as Discretionary Options hereunder.



                    (iv) Certain Terminations Within Twelve Months Following a Change of Control. In the
event that, within twelve (12) months following a Change of Control a Participant’s employment with
the Company, its Parent, or a Subsidiary is terminated involuntarily by his or her employer other
than for Cause, then such Participant’s Awards shall have their vesting accelerated as to fifty
percent (50%) of the Shares that are unvested as of the date of such termination of employment.
Any Award that becomes vested pursuant to this paragraph shall be payable as follows:




                    (a) Awards Exempt from Code Section 409A:




     (1) Stock Options: Underlying shares to be delivered to Participant as
soon as administratively practicable following Participant’s exercise of such
options.




     (2) Restricted stock awards: all restrictions placed upon the shares
of stock shall lapse upon Participant’s termination of employment.




     (3) Restricted stock units: shares underlying those restricted stock
units that are exempt from Code Section 409A shall be transferred to
Participant as soon as administratively practicable, but in no event later
than the sixtieth (60th) day following Participant’s termination of
employment.



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     (4) Stock Appreciation Rights: cash or Company stock of equivalent
value to be delivered to Participant as soon as administratively practicable
following Participant’s exercise of such right.




     (b) Restricted Stock Units Subject to Code Section 409A: Shares underlying
those restricted stock units that are subject to Code Section 409A and payable to a
“specified employee” (as determined pursuant to Treasury Regulation Section
1.409A-1(i) and as applied according to procedures of the Company) shall be
transferred to the Participant on the first market day following the six (6) month
anniversary of the Participant’s termination of employment (as determined pursuant
to Treasury Regulation Section 1.409A-1(h)).




     15. Award Date of Grant . Other than as set forth in Section 11 hereof as to automatic grants to Independent
Directors, the date of grant of an Award shall be, for all purposes, the date on which the
Administrator makes the determination granting such Award, or such other later date as is
determined by the Administrator. Notice of the determination shall be provided to each Participant
within a reasonable time after the date of such grant.




     16. Amendment and Termination of the Plan.




          (a) Amendment and Termination; No Repricing. The Committee may at any time amend,
alter, suspend or terminate the Plan, provided that the Board may not amend the Plan to permit the
repricing, including by way of exchange, or acquisition for cash or other consideration of any
Award without receiving prior stockholder approval.




          (b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.




          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Participant, unless mutually agreed
otherwise between the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.




     17. Conditions Upon Issuance of Shares.




          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting
of an Award unless the exercise or vesting of such Award and the issuance and delivery of such
Shares shall comply with Applicable Laws 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 Award, the
Company may require the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.



2003 Stock Plan 12-11-08



18









 






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




          19. 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.




          20. Stockholder Approval. The Plan shall be subject to approval by the stockholders
of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder
approval shall be obtained in the manner and to the degree required under Applicable Laws.




          21. Compliance With Code Section 409A. Awards will be designed and operated in such a
manner that they are either exempt from the application of, or comply with, the requirements of
Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The
Plan and each Award Agreement under the Plan is intended to meet the requirements of Code
Section 409A and will be construed and interpreted in accordance with such intent, except as
otherwise determined in the sole discretion of the Administrator. To the extent that an Award or
payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be
granted, paid, settled or deferred in a manner that will meet the requirements of Code
Section 409A, such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Code Section 409A.



 2003 Stock Plan 12-11-08




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