EX-10.1







Exhibit 10.1



JUNIPER NETWORKS, INC.




AMENDED AND RESTATED




1996 STOCK PLAN




(As amended through November 3, 2005)




1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to provide additional
incentives to Employees and Consultants of the Company and its Subsidiaries and to promote the
success of the Company’s business. The Plan permits the grant of Incentive Stock Options,
Nonstatutory Stock Options, Stock Purchase Rights and Restricted Stock Units.



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



(a) “Administrator” means the Board or any of its Committees appointed pursuant to
Section 4 of the Plan.



(b) “Applicable Laws” means the legal requirements relating to the administration of
stock plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code and
the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.



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



(d) “Award Agreement” means the written or electronic 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) “Board” means the Board of Directors of the Company.



(f) “Code” means the Internal Revenue Code of 1986, as amended.



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



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



(i) “Company” means Juniper Networks, Inc., a Delaware corporation.



(j) “Consultant” means any person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such entities.



(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) any leave of absence approved by the Company (provided, however, that the
Administrator shall be permitted to stop vesting on any leave of absence, on an individual,
aggregate or policy basis, even if such leave of absence is 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, including Company policies. 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.



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



(m) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. The payment of a Director’s fee by the Company
shall not be sufficient to constitute “employment” by the Company.



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



(o) “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 for the last
market trading day prior to the time 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, its Fair Market Value 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; or



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



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



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



(r) “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.



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



(t) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase
Right.



(u) “Optionee” means an Employee or Consultant who receives an Option or Stock
Purchase Right.



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



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



(x) “Plan” means this 1996 Stock Plan.



(y) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a
Stock Purchase Right under Section 11 below.



(z) “Restricted Stock Unit” means an Award granted pursuant to Section 12 of the Plan.



(aa) “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as
amended.



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



(cc) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section
11 below.



(dd) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code.



3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the maximum aggregate number of Shares which may be subject to Awards under the Plan is 164,623,039
Shares, plus an annual increase to be added on the first day of the Company’s fiscal year beginning
in 2005 equal to the lesser of (i) 18,000,000 shares, (ii) 5% of the outstanding shares on such
date or (iii) a lesser amount determined by the Board. The Shares may be authorized but unissued,
or reacquired Common Stock.



If an Award 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). However, Shares that have actually been issued under the Plan, upon exercise of
either an Option or Stock Purchase Right or upon the vesting of a Restricted Stock Unit, 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, and the original purchaser of such Shares did not receive any benefits of ownership of such
Shares, such Shares shall become available for future grant under the Plan. For purposes of the
preceding sentence, voting rights shall not be considered a benefit of Share ownership.



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 Options granted hereunder as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the Plan shall be administered by a 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 Board or (B) a Committee, which committee shall be constituted to satisfy
Applicable Laws.



(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the
case of a Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, including the approval, if required, of any stock
exchange upon which the Common Stock is listed, 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 Awards may from time to time be granted
hereunder;



(iii) to determine whether and to what extent Awards or any combination thereof are granted
hereunder;



(iv) to determine the number of Shares to be covered by each Award granted hereunder;



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



(vi) to determine the terms and conditions of any award granted hereunder;



(vii) to determine whether and under what circumstances an Option may be settled in cash under
subsection 9(e) instead of Common Stock;



(viii) 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 has declined since the date the Option
was granted; and



(ix) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.



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



5. Eligibility.



(a) Nonstatutory Stock Options, Stock Purchase Rights and Restricted Stock Units may be
granted to Employees, Consultants and Directors. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option, Stock Purchase Right or a
Restricted Stock Unit may, if otherwise eligible, be granted additional Options, Stock Purchase
Rights or Restricted Stock Units.



(b) Each Option shall be designated in the written 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) exceeds $100,000, such Options shall be treated
as Nonstatutory Stock Options. For purposes of this Section 5(b), 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.



(c) Neither the Plan nor any Award shall confer upon any Participant any right with respect to
continuation of his or her employment or consulting relationship with the Company, nor shall it
interfere in any way with his or her right or the Company’s right to terminate his or her
employment or consulting relationship at any time, with or without cause.



(d) 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 6,000,000 Shares.



(ii) In connection with his or her initial employment, an Employee may be granted Options to
purchase up to an additional 12,000,000 Shares which shall not count against the limit set forth in
subsection (i) above.



The foregoing limitations shall be adjusted proportionately in connection with any change in
the Company’s capitalization as described in Section 13.



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 13), the cancelled Option shall
be counted against the limit set forth in subsection (i) above. For this purpose, if the exercise
price of an Option is reduced, such reduction will be treated as a cancellation of the Option and
the grant of a new Option.



6. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company, as described
in Section 19 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 15 of the Plan.



7. Term of Option. The term of each Option shall be the term stated in the Option
Award Agreement; provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the
time the 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 Option shall be
five (5) years from the date of grant thereof or such shorter term as may be provided in the Option
Agreement.



8. Option Exercise Price and Consideration.



(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall
be such price as is determined by the Administrator, but shall be subject to the following:



(i) In the case of an Incentive Stock Option:



(1) granted to an Employee who, at the time of grant of such Option, 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 per Share exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant;



(2) granted to any other Employee, 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
determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.



(b) The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist
of (1) cash, (2) check, (3) other Shares which (x) 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
(y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (4) delivery of a properly executed exercise
notice together with such other documentation as the Administrator and a 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, (5) any other consideration permitted by applicable
law, or (6) any combination of the foregoing methods of payment. In making its determination as to
the type of consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.



9. Exercise of Option.



(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Administrator,
including performance criteria with respect to the Company and/or the Optionee, and as shall be
permissible under the terms of the Plan.



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



An Option shall be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) hereof. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right to vote, 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 promptly upon exercise of the Option. No adjustment shall be made for a dividend
or other right for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 12 hereof.



Exercise of an Option in any manner shall result in a decrease in the number of Shares which
thereafter may be 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. In the event of termination
of an Optionee’s Continuous Status as an Employee or Consultant (but not in the event of an
Optionee’s change of status from Employee to Consultant (in which case an Employee’s Incentive
Stock Option shall automatically convert to a Nonstatutory Stock Option on the date three (3)
months and one day following such change of status) or from Consultant to Employee), such Optionee
may, but only within such period of time as is determined by the Administrator, with such
determination in the case of an Incentive Stock Option not exceeding ninety (90) days after the
date of such termination (but in no event later than the expiration date of the term of such Option
as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee
was entitled to exercise it at the date of such termination. To the extent that the Optionee was
not entitled to exercise the Option at the date of such termination, or if the Optionee does not
exercise such Option to the extent so entitled within the time specified herein, the Option shall
terminate.



(c) Disability of Optionee. In the event of termination of an Optionee’s Continuous
Status as an Employee or Consultant as a result of his or her disability, the Optionee may, but
only within one hundred eighty (180) days from the date of such termination (and in no event later
than the expiration date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such termination. If
such disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in
the case of an Incentive Stock Option such Incentive Stock Option shall automatically cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option on the day three months and one day following such termination. To the extent that the
Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee
does not exercise such Option to the extent so entitled 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 on hundred eighty (180) days 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 on the
date of death. If, at the 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 the Optionee’s death, the Optionee’s estate or a person who acquires
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) Buyout Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares, an Option previously granted, based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that such offer is made.



10. Non-Transferability of Awards. Awards 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.



11. Stock Purchase Rights.



(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to purchase, the price to
be paid, and the time within which such person must accept such offer, which shall in no event
exceed thirty (30) days from the date upon which the Administrator makes the determination to grant
the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock purchase
agreement in the form determined by the Administrator. Shares purchased pursuant to the grant of a
Stock Purchase Right shall be referred to herein as “Restricted Stock.”



(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted
Stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser’s employment with the Company for any reason (including
death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
purchase agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall
lapse at such rate as the Administrator may determine.



(c) Other Provisions. The Restricted Stock purchase agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted Stock purchase
agreements need not be the same with respect to each purchaser.



(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have rights equivalent to those of a shareholder and shall be a shareholder when
his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment shall be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the
Plan.



12. Restricted Stock Units.



(a) Grant. Restricted Stock Units may be granted at any time and from time to time as
determined by the Administrator. The Administrator shall have complete discretion to determine (i)
the number of Shares subject to a Restricted Stock Unit award granted to any Participant, and (ii)
the conditions that must be satisfied, which typically will be based principally or solely on
continued service but may include a performance-based component, upon which is conditioned the
grant or vesting of Restricted Stock Units. Restricted Stock Units shall be granted in the form of
units to acquire Shares. Each such unit shall be the equivalent of one Share 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 to acquire Shares.



(b) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in
its discretion, which, depending on the extent to which the criteria are met, will determine the
number of Shares that will be paid out to the Participant. The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or individual goals (including,
but not limited to, continued employment), or any other basis determined by the Administrator in
its discretion.



(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the
Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award
Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be
met to receive a payout.



(d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be
made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award
Agreement. The Administrator shall pay earned Restricted Stock Units in Shares.



(e) Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement,
all unearned Restricted Stock Units shall be forfeited to the Company.



13. Adjustments Upon Changes in Capitalization or Merger.



(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 Award, and 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 Option or Stock Purchase Right, 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. The 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. 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 the Participant at least fifteen (15)
days prior to such proposed action. To the extent it has not been previously exercised, the Award
shall terminate immediately prior to the consummation of such proposed action.



(c) Merger. In the event of a merger of the Company with or into another corporation,
each outstanding Award may be assumed or an equivalent award may be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. If, in such event, an Award
is not assumed or substituted, the Award shall terminate as of the date of the closing of the
merger. For the purposes of this paragraph, the Award shall be considered assumed if, following
the merger, the Award confers the right to purchase or receive, for each Share subject to the Award
immediately prior to the merger, the consideration (whether stock, cash, or other securities or
property) received in the merger by holders of Common Stock for each Share held on the effective
date of the transaction (and if the holders are offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares). If such consideration
received in the merger 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 Award, for each Share subject to the 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 merger.



14. Time of Granting Awards. The date of grant of an Award shall, for all purposes,
be the date on which the Administrator makes the determination granting such Award, or such other
date as is determined by the Administrator. Notice of the determination shall be given to each
Employee or Consultant to whom an Award is so granted within a reasonable time after the date of
such grant.



15. Amendment and Termination of the Plan.



(a) Amendment and Termination. The Board may at any time amend, alter, suspend or
discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made
which would impair the rights of any Participant under any grant theretofore made, without his or
her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange), the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to such a degree as required.



(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan
shall not affect Awards already granted, and such Awards shall remain in full force and effect as
if this Plan had not been amended or terminated, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company.



16. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto 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, and the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with respect to such
compliance.



As a condition to the exercise of an Option or Stock Purchase Right, the Company may require
the person exercising such Option or Stock Purchase Right 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 by any of the aforementioned relevant provisions of law.



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



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.



18. Agreements. Awards shall be evidenced by written agreements in such form as the
Administrator shall approve from time to time.



19. 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 degree and manner required under Applicable
Laws and the rules of any stock exchange upon which the Common Stock is listed.