exhibit10_3.htm


    Exhibit
10.3

     MICRON
TECHNOLOGY, INC.

    1994
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 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.

     

    
      
        
          
             

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    (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.  The term
“Consultant” shall also include Directors who are not Employees of the
Company.

    


    (k)         “Continuous Status as and
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) any 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.  A leave of
absence approved by the Company shall include sick leave, military leave, or any
other personal leave approved by an authorized representative of the
Company.  For purposes of Incentive Stock Options, no such leave may
exceed 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 

    
      
        
           

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    asked
prices for the Common Stock on 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 intended to qualify 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 not intended to 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)        “Option Exchange
Program” means a program whereby outstanding options are surrendered in
exchange for options with a lower exercise price.

    


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

    


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

    


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

    


    (aa)       "Plan" means this 1994
Option Plan.

    


    (bb)       “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.

    


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

    
      
        
          
             

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    (dd)       “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          64,000,000  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, or is surrendered pursuant
to an Option Exchange Program, 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)        Procedure.

    


    (i)           Multiple Administrative
Bodies.  If permitted by Rule 16b-3, the Plan may be
administered by different bodies with respect to Directors, Officers who are not
Directors, and Employees who are neither Directors nor Officers.

    


    (ii)           Administration With Respect
to Directors and Officers Subject to Section 16(b).  With
respect to Option grants made to Employees who are also Officers or Directors
subject to Section 16(b) of the Exchange Act, the Plan shall be administered by
(A) the Board, if the Board may administer the Plan in compliance with the rules
governing a plan intended to qualify as a discretionary plan under Rule 16b-3,
or (B) a committee designated by the Board to administer the Plan, which
committee shall be constituted to comply with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3.  Once
appointed, such committee shall continue to serve in its designated capacity
until otherwise directed by the Board.  From time to time the Board
may increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules governing
a plan intended to qualify as a discretionary plan under Rule
16b-3.

    


    (iii)          Administration With Respect
to Other Persons.  With respect to Option grants made to
Employees or Consultants who are neither Directors nor Officers of the Company,
the Plan shall be administered by (A) the Board or (B) a committee designated by
the Board, which committee shall be constituted to satisfy Applicable
Laws.  Once appointed, such Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and 

    
      
        
           

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    remove
all members of the Committee and thereafter directly administer the Plan, all to
the extent permitted by Applicable Laws.

    


    (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 Consultants and Employees to whom Options may be

    granted
hereunder;

    


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

    


    (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;

    


    (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
reduce the exercise price of any Option to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Option shall have
declined since the date the Option was granted;

    


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

    


    (ix)          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;

    


    (x)           to
modify or amend each Option (subject to Section 14(c) of the Plan), including
the discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan;

    
      
        
          
             

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    (xi)          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;

    


    (xii)         to
institute and Option Exchange Program; and

    


    (xiii)        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 Optionees and any other
holders of Options.

    


    5.           Eligibility.  Nonstatutory
Stock Options may be granted to Employees 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:

    


    (i)           of
Shares subject to an Optionee’s Incentive Stock Options granted by the Company
or any Parent or Subsidiary, which

    


    (ii)           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 500,000 Shares.

    


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

    
      
        
          
             

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    (iii)          If
an Option is canceled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described in Section 12),
the canceled Option will be counted against the limit set forth in Section
6(c)(i).  For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the Option and the
grant of a new Option.

    


    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; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant.  Moreover, 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 be five (5) years from the date of
grant or such shorter term as may be provided in the Notice 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, subject to the following:

    


    (i)           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 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)           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.

    


    (ii)           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
no less than 100% 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 

    
      
        
          
             

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    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.  In the case of an Incentive Stock Option, 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)           delivery
of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price;

    


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

    


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

    


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

    


    10.           Exercise of
Option.

    


    (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) written 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 

    
      
        
          
             

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    Optionee,
in the name of the Optionee and his or her spouse.  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 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

    
      
        
          
             

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    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)        Rule
16b-3.  Options granted to individuals subject to Section 16 of
the Exchange Act (“Insiders”) must comply with the applicable provisions of Rule
16b-3 and shall contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

    


    (f)        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.  An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

    


    12.           Adjustments Upon Changes in
Capitalization, Dissolution, Merger, or Asset Sale.

    


    (a)        Changes in
Capitalization.

    


    


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

    
      
        
           

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

    


    (c)        Merger or Asset
Sale.

    


    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 the Option shall become immediately exercisable, to the
extent such acceleration does not disqualify the Plan, or cause an Incentive
Stock Option to be treated as a Nonstatutory Stock Option without the consent of
the Optionee.

    


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

    


    


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

    


    14.           Amendment and Termination of
the Plan.

    


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

    


    (b)        Shareholder
Approval.  The Company shall obtain shareholder approval of any
Plan amendment to the extent necessary and desirable to comply with Rule 16b-3
or with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule, or 

    
      
        
          
             

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(i)

          

           


        

        
          11

          
            

          

        

        
           


        

      

    

    regulation,
including the requirements of any exchange or quotation system on which the
Common Stock is listed or quoted).  Such shareholder approval, if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule, or regulation.

    


    (c)        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.

    


    (d)        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


    
      
        
          
             

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    without
additional shareholder approval, such Option shall be void with respect to such
excess Optioned Stock, unless shareholder approval of an 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.          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 

    
      
        
          
             

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    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 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.

    


    


    Revised   12/11/2008
(409A amendments)

    


    


    


    


    


    


    

      

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