exhibit10_8.htm


    Exhibit
10.8

    


    MICRON
TECHNOLOGY, INC.

    


    2001
STOCK OPTION PLAN

    


    


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

    


    •           
   to attract and retain the best available personnel for
positions of substantial responsibility,

    


    •         
     to provide additional incentive to Employees,
Directors, and Consultants, and

    


    •          
    to promote the success of the Company’s
business.

    


    Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.

    


    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 a Parent or Subsidiary
to render services and who is compensated for such services.

    


    (k)          “Continuous Status as an
Employee or Consultant” means that the employment or consulting
relationship with the Company, any Parent, or 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, its Parent, any Subsidiary, or
any successor, or (iii) 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. For
purposes of Incentive Stock Options, no such leave may exceed 

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    90 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 91st 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.

    


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

    


    (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 Officers and Directors, employed by the Company or any Parent
or 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)          “Incentive Stock
Option” means an Option that qualifies as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.

    


    (r)           “Nonstatutory Stock
Option” means an Option that does not qualify as an Incentive Stock
Option.

    


    (s)          “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.

    


    (t)           “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.

    


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

    


    (v)          “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.

    


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

    


    (x)           “Optionee” means an
Employee or Consultant who holds an outstanding Option.

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
           


          
            

          

        

        
           


        

      



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

    


    (z)          “Plan” means this 2001
Option Plan.

    


    (aa)        “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.

    


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

    


    (cc)        “Subsidiary” means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code. In the case of an Option that is not intended to
qualify as an Incentive Stock Option, the term “Subsidiary” shall also include
any other entity in which the Company, or any Parent or 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 47,000,000 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)
and “outside directors” (within the meaning of Code Section
162(m)).  However, the mere fact that a Committee member shall fail to
qualify under either of the foregoing requirements 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, either (i) “covered employees,” as defined in Code
Section 162(m)(3), or (ii) 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, Directors, and Consultants to whom Options may be granted
hereunder;

    


    (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;

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          2

          
            

          

        

        
           


        

      



    (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
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;

    


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

    


    (xi)      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 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 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.  Nonstatutory
Stock Options may be granted to Employees, Directors, and Consultants. Incentive
Stock Options may be granted only to Employees. If otherwise eligible, an
Employee or Consultant who has been granted an Option may be granted additional
Options. 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)           Each
Option shall be designated in the Notice of Grant as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of Shares
subject to an Optionee’s Incentive Stock Options granted by the Company or any
Parent or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess 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, and the Fair Market
Value of the Shares shall be determined as of the time of grant.

    


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

    


    (c)           The
following limitations shall apply to grants of Options to
Employees:

    


    (i)       No
Employee shall be granted, in any fiscal year of the Company, Options to
purchase more than 2,000,000 Shares.

    


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

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          3

          
            

          

        

        
           


        

      



    7.        
    Term of
Plan.  Subject to Section 18 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval
by the shareholders of the Company as described in Section 18 of the Plan. It
shall continue in effect for a term of ten (10) years unless terminated earlier
under Section 14 of the Plan.

    


    8.      
      Term of
Option.  The term of each Option shall be stated in the Notice
of Grant, but shall not exceed ten (10) years; provided, however, that in the
case of an Incentive Stock Option granted to an Optionee who, at the time
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 Subsidiary, the term of the Incentive Stock Option shall not be longer than
five (5) years from the date of grant.

    


    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. In the case of an Incentive Stock Option 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 Parent or 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)          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 at the time
of grant. 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 that 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.

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          4

          
            

          

        

        
           


        

      



    (a)          Procedure for Exercise;
Rights as a Shareholder.  Any Option granted thereunder 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.

    


    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. In the case of an Incentive Stock Option, such period of time shall
not exceed thirty (30) days from the date of termination. 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 or Consultant 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.

    


    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 

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          5

          
            

          

        

        
           


        

      

    

    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.

    


    (aChanges in
Capitalization. Subject to any required action by the shareholders of the
Company, the authorization limits under Sections 3 and 6(c)(i) of the Plan shall
be adjusted proportionately and 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(c) 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.  To the extent that
this provision causes Incentive Stock Options to exceed the dollar limitation
set forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory
Stock Options.

    


    (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. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 6(a), the
excess Options shall be deemed to be Nonstatutory Stock Options.

    


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

    


    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 

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          6

          
            

          

        

        
           


        

      

    

    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.

    


    (a)          Amendment and
Termination.  Except as provided herein, 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.  No termination can affect options previously
granted, nor may an amendment make any change in any option theretofore granted
which adversely affects the rights of any Optionee, nor may an amendment be made
without prior approval of the shareholders of the Company if such amendment
would:

    


    (i) increase
the number of shares that may be issued under the Plan;

    


    (ii) change
the designation of the employees (or class of employees) eligible for
participation in the Plan; or

    


    (iii) materially
increase the benefits which may accrue to participants under the
Plan.

    


    (b)          Effect of Amendment or
Termination.  No amendment, alteration, suspension, or
termination of the Plan 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)          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 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
without additional shareholder approval, such Option shall be void with respect
to such excess Optioned Stock, unless shareholder approval of an 

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          7

          
            

          

        

        
           


        

      

    

    amendment
sufficiently increasing the number of shares subject to the Plan is timely
obtained in accordance with Section 14(b) of the Plan.

    


    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.           Shareholder
Approval.  Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted. Such shareholder approval shall be obtained in the
manner and to the degree required under applicable federal and Delaware
law.

    


    19.           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.

    


    20.           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

    


    (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 

    

      
        
          
            11/21/03
– changes # 14(a)(i)(ii)(iii)

          

           


        

        
          8

          
            

          

        

        
           


        

      

    

    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.

    


    
      
        11/21/03
– changes # 14(a)(i)(ii)(iii)

      

    

    
      9