Exhibit 10(e)


 


As amended and restated effective May 1, 2007


As amended and restated effective November 21,
2002


As amended and restated effective September 12,
2002


As amended and restated effective October 27, 2000


As amended and restated effective June 30, 2000


As amended effective September 16, 1999


As amended effective February 12, 1999


As amended effective July 17, 1997


As amended effective November 21, 1996


As amended effective July 16, 1996


As amended effective April 17, 1995


As amended effective November 18, 1993


As amended effective July 17, 1991


As approved by stockholder February 27, 1990


As adopted September 21, 1989


 


HEWLETT-PACKARD COMPANY


1990 INCENTIVE STOCK PLAN


 


PART 1. PLAN ADMINISTRATION AND ELIGIBILITY


 


I. PURPOSE


 


The
purpose of this 1990 Incentive Stock Plan (the “Plan”) of Hewlett-Packard
Company (the “Company”) is to encourage ownership in the Company by key
personnel whose long-term employment is considered essential to the Company’s
continued progress and thus to provide them with a further incentive to
continue in the employ of the Company or its subsidiaries or affiliates. (The
Company and all such subsidiaries are collectively referred to hereinafter as
the “Participating Companies.”)


 


II.
ADMINISTRATION


 


The
Board of Directors (the “Board) of the Company or any committee (the “Committee”)
of the Board that will satisfy Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and any regulations promulgated
thereunder, as from time to time in effect, including any successor rule (“Rule
16b-3”), shall supervise and administer the Plan. The Committee shall consist
solely of two or more non-employee directors of the Company, who shall be
appointed by the Board. A member of the Board shall be deemed to be a “non-employee
director” only if he satisfies such requirements as the Securities and Exchange
Commission may establish for non-employee directors under Rule 16b-3. Members
of the Board receive no additional compensation for their services in
connection with the administration of the Plan.


 


The
Committee or the Board shall from time to time designate the key employees of
the Participating Companies who shall be granted stock options, stock or cash
awards under the Plan and the amount and nature of the award to be granted to
each such employee.


 


The
Board or the Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan. All questions of interpretation of the Plan
or of any shares issued under it shall be determined by the Board or the
Committee and such determination shall be final and 


 


1

















 


binding
upon all persons having an interest in the Plan. Any or all powers and
discretion vested in the Board or the Committee under this Plan may be
exercised by any subcommittee so authorized by the Board or the Committee and
satisfying the requirements of Rule 16b-3 for employees subject to Section 16
of the Exchange Act. In addition, the Board or the Committee may delegate to
the Executive Committee of the Board of Directors the power to approve stock
options and stock awards to employees not subject to Section 16 of the Exchange
Act.


 


Delegation
of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by applicable
law or applicable rules of a stock exchange, the Board or any of its committees
as shall be administering the Plan may delegate to one or more individuals the
day-to-day administration of the Plan and any of the functions assigned to it
in this Plan. The delegation may be revoked at any time.


 


III. PARTICIPATION
IN THE PLAN


 


Key
employees of the Company, including officers (with the exception of David
Packard), and directors of the Company who are also employed by a Participating
Company shall be eligible to participate in the Plan.


 


IV.
STOCK SUBJECT TO THE PLAN


 


The maximum number of shares
which may be optioned or awarded under the Plan shall be 128,000,000 shares of
the Company’s $0.01 par value Common Stock. In any fiscal year, no individual
may be granted stock awards or stock options exceeding 1,000,000 shares or five
percent of all shares optioned or awarded that year, whichever is less. If a
class of Preferred Stock is created and authorized by the Company’s Certificate
of Amendment to the Certificate of Incorporation, Preferred Stock may be used
in lieu of Common Stock for Plan grants. The limitation on the number of shares
which may be optioned or awarded under the Plan shall be subject to adjustment
as provided in Section XX of the Plan.


 


The
grant of a stock award not pursuant to an option under the Plan (“Stock Award”)
shall be subject to such restrictions as the Committee shall determine to be
appropriate, including but not limited to restrictions on resale, repurchase
provisions, special vesting requirements or forfeiture provisions. The grant
and exercise of a stock option shall be subject to such restrictions as the
Committee may determine to be appropriate in accordance with Section VI of the
Plan.


 


If
any outstanding option under the Plan for any reason expires or is terminated
without having been exercised in full, or if any Stock Awards are forfeited,
the forfeited shares or shares allocable to the unexercised portion of such
option shall again become available for grant pursuant to the Plan.


 


PART 2. OPTIONS AND STOCK APPRECIATION RIGHTS


 


V. INCENTIVE
STOCK OPTIONS


 


Any
option granted under the Plan may be designated by the Committee as a
nonstatutory option or as an incentive stock option (“ISO”) entitled to special
tax treatment under Section 422A of the Internal Revenue Code of 1986, as
amended to date and as may be amended from time to time (the “Code”).


 


2

















 


No
option intended to qualify as an ISO may be granted under the Plan if such
grant, together with any applicable prior grants, would exceed any maximum
established under the Code for ISOs that may be granted to a single employee.
Should it be determined that any ISO granted under the Plan exceeds such
maximum, the ISO shall be null and void to the extent, but only to the extent,
of such excess. Section 422A(b)(7) of the Code presently provides that with
respect to options granted after December 31, 1986 the aggregate fair market
value (determined as of the time the ISO is granted) of the stock with respect
to which ISOs are exercisable for the first time by an employee in any calendar
year under all incentive stock option plans of the Company shall not exceed
$100,000.


 


Nothing
in this section shall be deemed to prevent the grant of options in excess of
the maximum established by the Code where such excess amount is treated as a
nonstatutory option not entitled to special tax treatment under Section 422A of
the Code.


 


VI.
TERMS, CONDITIONS AND FORM OF OPTIONS


 


Each
option granted under this Plan shall be authorized by action of the Committee
and shall be evidenced by a written agreement in such form as the Committee
shall from time to time approve, which agreements shall comply with and be
subject to the following terms and conditions:


 


A.
Options Non-Transferable.
Each option granted under the Plan by its terms shall not be
transferable by the optionee otherwise than by will, or by the laws of descent
and distribution, and shall be exercised during the lifetime of the optionee
only by him. No option or interest therein may be transferred, assigned,
pledged or hypothecated by the optionee during his lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.


 


B. Period of Option. The Committee may specify, at the time of
grant a vesting schedule for any option. If no vesting schedule is specified,
no option may be exercised
before the first anniversary of the date upon which it was granted, nor may it
be exercised as to more than one-fourth of the number of shares covered thereby
before the second anniversary of such date, nor as to more than one-half of the
number of shares covered thereby before the third anniversary of such date, nor
as to more than three-fourths of the number of shares covered thereby before
the fourth anniversary of such date. Any option granted pursuant to the Plan
shall become exercisable in full upon the retirement of the optionee because of
age or total and permanent disability or upon the death of the optionee. Except
as provided in this subsection B, no option shall be exercisable after the
expiration of 10 years from the date upon which such option is granted.
However, the Committee may, at the time an option is granted to any employee
who is not subject to Section 16 of the Exchange Act, specify a different term
for the option up to a maximum term of 10.5 years. Each option shall be subject
to termination before its date of expiration as hereinafter provided.


 


C. Exercise of Options. Options may be exercised only by written notice to the Company at its
head office accompanied by payment in cash of the full consideration for the
shares as to which they are exercised, and, with respect to nonstatutory
options, by payment of all applicable U.S. withholding taxes upon such
exercise. In addition, if and to the extent authorized by the Committee,
optionees may make all or any portion of any payment due to the Company upon
exercise of an option by delivery of any property (including securities of the
Company) other than cash, as long as such property constitutes valid
consideration for the stock under applicable law.


 


3

















 


The
Committee may permit the payment of required tax withholding due upon exercise
of an option by the withholding of shares otherwise issuable upon exercise of
the option. Option shares withheld in payment of such taxes shall be valued at
the fair market value of the stock on the date of exercise. Fair market value shall
mean, unless the Committee deems otherwise, as of any date, the closing sales
price for such Common Stock as of such date (or if no sales were reported on
such date, the closing sales price on the last preceding day on which a sale
was made) as reported in such source as the Committee deems reliable. The
Committee may impose special restrictions on the use of option shares as
payment for withholding taxes by individuals subject to Section 16(b) of the
Exchange Act.


 


No
option may be exercised while the optionee is on any leave of absence from the
Company other than an approved medical leave. Options will continue to vest
during any authorized leave of absence, and may be exercised to the extent
permitted by subsection VI(B) above upon the optionee’s return to active
employment status.


 


D. Termination of Options. All rights of an employee in an option, to the extent that it has not
been exercised, shall terminate upon the termination of his employment for any
reason other than the death of the employee or retirement because of age or
total and permanent disability and in case of such retirement three years from
the date thereof with respect to nonstatutory options and three months from the-retirement
date with respect to ISOs. In the event of the death of the employee, the
option shall terminate upon failure of his designated representative to
exercise the option in accordance with the time period provided in subsection
VI(E) below. The Committee may authorize the continuation of options held by
terminating employees who, at the Company’s request or with the Company’s
consent, are terminating to accept employment with not-for-profit corporations,
governmental agencies or industry associations. Such approval must be obtained
from the Committee prior to termination of employment in order to prevent
termination of options.


 


(1)                                  Divestiture.


 


Notwithstanding the foregoing, if an employee
terminates because of a divestiture by the Company, the Committee may, in its
sole discretion, amend any option previously granted to such employee pursuant
to the Plan such that the option becomes exercisable in full and/or permits the
employee to exercise such option which has not already been exercised until the
earlier of: (i) three months from the closing date of the divestiture, or such
longer date, if any which the committee may authorize, or (ii) the expiration
of the option. The Committee may, in its sole discretion, delegate its
authority under this subsection to the Executive Committee.


 


(2)                                  Voluntary Severance Program.


 


Notwithstanding
the foregoing, if an employee who is not a Section 16 officer terminates as a
result of participation in a Company voluntary severance program approved by
the Executive Committee, any option granted pursuant to the Plan shall become
exercisable in full, and the employee may exercise any such option which has
not already been exercised until the earlier of (i) three months from the
employee’s termination date, or (ii) the expiration of the option.


 


E.
Exercise by Representative Following Death of
Employee. The employee, by written notice to the Company, may
designate one or more persons (and from time to time change such designation)
including his legal representative, who, by reason of his death, shall acquire
the right 


 


4

















 


to
exercise all or a portion of the option. If the person or persons so designated
wish to exercise any portion of the option, they must do so within one year
after the death of the employee or retired employee, as the case may be. All
rights of the representative(s) in the option shall terminate upon failure to
exercise the option within the time period set forth in this subsection VI(E).
Any exercise by a representative shall be subject to the provisions of this
Plan.


 


VII. MODIFICATION,
EXTENSION AND RENEWAL OF OPTIONS


 


The
Committee shall have the power to modify, extend or renew outstanding options
and authorize the grant of new options in substitution therefor, provided that
any such action may not have the effect of altering or impairing any rights or
obligations of any option previously granted without the consent of the
optionee.


 


The
Committee shall have the power to lower the exercise price of an outstanding
option not intended to qualify as an ISO under the Code; provided, however,
that the exercise price per share may not be reduced below 75% of the fair
market value of a share of Common Stock of the Company on the date the action
is taken to reduce the exercise price. Such fair market value shall mean,
unless the Committee deems otherwise, as of any date, the closing sales price
for such Common Stock as of such date (or if no sales were reported on such
date, the closing sales price on the last preceding day on which a sale was
made) as reported in such source as the Committee deems reliable.


 


VIII. OPTION
PRICE


 


The
option price per share for the shares covered by each nonstatutory option shall
be not less than 75% of the fair market value of a share of Common Stock of the
Company on the date the option is granted. The option price per share for ISOs
shall be not less than the fair market value on the option grant date. Such
fair market value shall mean, unless the Committee deems otherwise, as of any
date, the closing sales price for such Common Stock as of such date (or if no
sales were reported on such date, the closing sales price on the last preceding
day on which a sale was made) as reported in such source as the Committee deems
reliable.


 


IX.
LOANS FOR EXERCISE OF OPTIONS


 


Any option agreement under this Plan entered into
with an employee may, but need not, provide that the Company shall lend to the
employee who holds the option the funds for any exercise of his option. Any
such loans made to individuals subject to Section 16 of the Exchange Act shall
be at a rate of interest adequate to avoid imputation of income under Sections
483 and 7872 of the Code and shall be for a term not to exceed 15 months from
the date of exercise of the related option. Any loan by the Company to fund the
exercise of an option shall be subject to such other terms and conditions as
shall be set forth in the option agreement, which terms and conditions shall be
determined by the Committee at the time of the grant of the option. Loans may
or may not be secured by stock issued pursuant to such option exercises, at the
Committee’s discretion.


 


X. STOCK
APPRECIATION RIGHTS


 


This
section shall apply to employees who hold options heretofore or hereafter
granted under the Plan (“Options”) and who are or may hereafter be subject to
Section 16 of the Exchange Act. The Committee may, but shall not be required
to, grant to such employees stock appreciation rights as herein provided with
respect to not more than the number of shares from time to time 


 


5

















 


subject
to the Options held by such employees. The stock appreciation rights shall be
integral parts of the respective Options and shall have no existence apart
therefrom.


 


A
stock appreciation right shall be the right of the holder thereof to elect to
surrender part or all of any Option which is wholly exercisable, or of any
exercisable portion of an Option which is partially exercisable, and receive in
exchange therefor cash or shares (valued at current fair market value) or a
combination thereof. Such cash or shares or combination shall have an aggregate
value (“Appreciation”) equal to the excess of the current fair market value of
one share over the Option price of one share specified in such Option
multiplied by the number of shares subject to such Option or the portion
thereof which is surrendered. The current fair market value of a share shall shall
mean, unless the Committee deems otherwise, as of any date, the closing sales
price for such Common Stock as of such date (or if no sales were reported on
such date, the closing sales price on the last preceding day on which a sale
was made) as reported in such source as the Committee deems reliable.. No
fractional share shall be issued on the exercise of a stock appreciation right,
and settlement therefor shall be made in cash.


 


Each
stock appreciation right granted under this Plan shall be subject to the
following terms and conditions: (1) each stock appreciation right shall be
evidenced by a written agreement between the Company and the holder in such
form as the Committee shall authorize; (2) each stock appreciation right
granted under the Plan by its terms shall not be transferable by the holder
otherwise than by will or by the law of descent and distribution, and shall be
exercised during the lifetime of the holder only by him, and no stock
appreciation right or interest therein may be transferred, assigned, pledged or
hypothecated by the holder during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process; (3)
all rights of an employee in a stock appreciation right, to the extent that it
has not been exercised, shall terminate upon the death of the employee or the
termination of his employment for any reason other than retirement because of
age or total and permanent disability, and in case of such retirement three
years from the date thereof with respect to nonstatutory Options and three
months from the date thereof with respect to Options intended to qualify as
ISOs; provided, however, that the employee, by written notice to the Company,
may designate one or more persons (and from time to time change such
designation), including his legal representative, who, by reason of his death,
shall acquire the right to exercise all or a portion of the rights accrued
under the stock appreciation right as of the date of his death. If the person
or persons so designated wish to exercise any portion of the stock appreciation
right, they must do so within one year after the death of the employee or
retired employee, as the case may be, and such exercise shall be subject to the
provisions of this Plan; and (4) the life of stock appreciation rights shall be
coterminous with the life of the Options.


 


The
holder of a stock appreciation right may exercise the same by (1) filing with
the Secretary of the Company a written election, which election shall be
delivered by the Secretary to the Committee, specifying (a) the Option or
portion thereof to be surrendered, and (b) the percentage of the Appreciation
which he desires to receive in cash, if any; and (2) surrendering such Option
for cancellation or partial cancellation, as the case may be; provided,
however, that any election which specifies that the holder of a stock
appreciation right desires to receive any portion of the Appreciation in cash
shall be of no force or effect unless and until the Committee shall have
consented to such election.


 


No
stock appreciation right or related Option may be exercised during the first
six months of its term, except in the event death or total and permanent disability
of the holder occurs prior to the expiration of this six-month period. No
election to receive any portion of the Appreciation in cash shall be filed with
the Secretary and no stock appreciation right shall be exercised to receive 


 


6

















 


any
cash unless such election and exercise shall occur during the period
(hereinafter referred to as the “Cash Window Period”) beginning on the third
business day following the date of release for publication by the Company of a
regular quarterly or annual statement of sales and earnings and ending on the
twelfth business day following such date. The Committee may consent to the
election of a holder to receive any portion of the Appreciation in cash at any
time after such election has been made.


 


No
stock appreciation right or related Option may be exercised during the first
six months of its term, except in the event of death or total and permanent
disability of the holder occurs prior to the expiration of this six-month period.


 


The
Board or the Committee shall have the sole discretion to consent to approve or
disapprove, in whole or in part, any election to receive any portion of the
Appreciation in cash.


 


Nothing
in the Plan shall be construed to give any eligible employee any right to be
granted a stock appreciation right. Neither the Plan nor the granting of a
stock appreciation right nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Company will employ the holder of a stock appreciation right
for any period of time or in any position or at any particular rate of
compensation. The holder of a stock appreciation right shall have no rights as
a stockholder with respect to the shares covered by his stock appreciation
right until the date of issuance to him of a stock certificate therefor, and,
except as otherwise specifically provided in the stock option agreement for the
Options, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such certificate is issued.


 


PART 3. STOCK AND CASH AWARDS


 


XI. STOCK
AND CASH AWARD DETERMINATION


 


The
Committee may grant an eligible employee Stock Awards or awards of cash (“Cash
Awards”) at such times and in such amounts as the Committee may designate which
in its opinion fully reflect the performance level and potential of such
employee. The Committee shall designate whether such awards are payable in
Common Stock, cash or a combination thereof. Such awards shall be made in
accordance with such guidelines as the Committee may from time to time adopt.
Stock and Cash Awards shall be independent of any grant of an option under this
Plan and shall be made subject to such restrictions as the Committee may determine
to be appropriate.


 


XII. PAYMENT
OF STOCK OR CASH AWARDS


 


A.
No employee shall have the right to receive payment of any Stock or Cash Award
until notified of the amount of such award, in writing, by the Committee or its
authorized delegate.


 


B.
Payment of Cash Awards shall be made in a lump sum or in annual installments
over such period as the Committee may designate, which period shall not exceed
five years, provided that the Committee may from time to time designate minimum
installment amounts.


 


C.
After an award of Common Stock subject to restrictions (“Restricted Stock”),
such shares will be deposited in certificate or book entry form in escrow with
the Company’s 


 


7

















 


Secretary.
The employee shall retain all rights in the Restricted Stock while it is held
in escrow including but not limited to voting rights and the right to receive
dividends, except that the employee shall not have the right to transfer or
assign such shares until all restrictions pertaining to such shares are
terminated, at which time the applicable stock certificates shall be released
from escrow and delivered to the employee by the Company’s Secretary.


 


D.
The Committee may permit, on such terms as it deems appropriate, use of Restricted
Stock as partial or full payment upon exercise of a stock option under the
Company’s incentive stock option or compensation plans or this Plan. In the
event shares of Restricted Stock are so tendered as consideration for the
exercise of an option, a number of the shares issued upon the exercise of said
option, equal to the number of shares of Restricted Stock used as consideration
therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted plus any additional restrictions that may be imposed by the
Committee.


 


XIII. TERMINATION
OF RESTRICTIONS ON STOCK AWARDS


 


The
Committee will establish the period or periods after which the restrictions on
Restricted Stock will lapse.


 


The
Committee may in its discretion permit an employee to elect to receive in lieu
of shares of Restricted Stock, at the expiration of the restrictions, a cash
payment equal to the fair market value of the Company’s Common Stock on the
date the restrictions lapse. The Committee may also permit the employee to
elect to pay required tax withholding due upon the lapse of restrictions with
part of the shares due the employee at such time. The shares cancelled in
payment of required tax withholding shall be valued at the fair market value of
the Company’s Common Stock on the date the restrictions lapse. Fair market
value shall mean, unless the Committee deems otherwise, as of any date, the
closing sales price for such Common Stock as of such date (or if no sales were
reported on such date, the closing sales price on the last preceding day on
which a sale was made) as reported in such source as the Committee deems
reliable.


 


XIV. DEATH OR TOTAL AND PERMANENT DISABILITY OF A PARTICIPATING
EMPLOYEE HOLDING RESTRICTED STOCK


 


By
written notice to the Company, an employee who has received a grant of
Restricted Stock may designate one or more persons (and from time to time
change such designation) who, by reason of his death, shall acquire the right
to receive any vested but unpaid awards held by the employee at the time of his
death. Such awards shall be paid to the designated representative at such time
and in such manner as if the employee were living.


 


In
the event of total and permanent disability of an employee who has participated
in the Plan, any unpaid but vested award shall be paid to the employee if
legally competent or to a committee or other legally designated guardian or
representative if the employee is legally incompetent.


 


In
the event of the death or total and permanent disability of an employee holding
unvested restricted shares, the employee’s designated representative or the
employee, as the case may be, shall be entitled to receive a prorated number of
shares determined by dividing the number of years in the restricted period by
the number of whole years lapsed since the grant date. Remaining unvested
shares shall be forfeited unless additional payments are specifically
authorized by the Committee.


 


8

















 


If
at the time of the employee’s death there is no effective beneficiary
designation as to all or some portion of the awards hereunder, such awards or
such portion thereof shall be paid to or on the order of the legal
representative of the employee’s estate. In the event of uncertainty as to the
interpretation or effect of any notice of designation, the Committee’s decision
with respect thereto shall be conclusive.


 


XV.  RESTRICTIONS AND
FORFEITURE OF STOCK AWARDS


 


The
Company’s obligation to deliver stock held in escrow is subject to the
condition that the employee remain an employee of the Company on active or
authorized leave status or be under contract to provide services to the Company
as provided in Section XVI hereof for the entire deferral and/or restriction
period, including mandatory and optional deferrals. If the employee fails to
meet this condition, the employee’s right to any such unpaid amounts or
undelivered stock shall be forfeited. This provision may be waived by the
Committee in exceptional circumstances. In the event an employee holding
restricted shares ceases to be on active pay status during the restricted
period for a period of more than six months, the restricted period shall be
extended by a period of time equal to the length of the period of inactive
status.


 


XVI.
RETIREMENT OF EMPLOYEE HOLDING STOCK AWARD


 


At
the time of grant of any Stock Award, the Committee may specify special
conditions or terms covering the status of such Stock Award upon the retirement
of the employee. If no provision is made, the following provisions shall govern
if the employee retires due to age: the Company’s obligation to make any
payment due thereafter under the Stock Award feature of the Plan is subject to
the condition that for the entire period of deferral or restriction, including
mandatory and optional deferrals:


 


A.
The employee shall render as an independent contractor and not as an employee
such advisory or consultative services to the Company as shall be reasonably
requested by the Board or the Executive Committee of the Board in writing from
time to time, consistent with the state of the retired employee’s health and
any employment or other activities in which such employee may be engaged. For
purposes of this Plan, the employee shall not be required to devote a major
portion of time to such services and shall be entitled to reimbursement for any
reasonable out-of-pocket expenses incurred in connection with the performance
of such services;


 


B.
The employee shall not render services for any organization or engage directly
or indirectly in any business which, in the opinion of the Committee, competes
with, or is in conflict with the interest of, the Company. The employee shall
be free, however, to purchase as an investment or otherwise stock or other
securities of such organizations as long as they are listed upon a recognized
securities exchange or traded over-the-counter, or as long as such investment
does not represent a substantial investment to the employee or a significant
(greater than 10%) interest in the particular organization. For the purposes of
this subsection XVI(B), a company (other than a subsidiary) which is engaged in
the business of producing, leasing or selling products or providing services of
the type now or at any time hereafter made or provided by the Company shall be
deemed to compete with the Company;


 


C. The employee shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company’s business, any confidential information or material relating to the
business of the Company, either during or after employment with the Company;
and


 


9

















 


D. The employee shall disclose promptly and assign to the Company all
right, title and interest in any invention or idea, patentable or not, made or
conceived by the employee during employment by the Company, relating in any
manner to the actual or anticipated business, research or development work of
the Company and shall do anything reasonably necessary to enable the Company to
secure a patent where appropriate in the United States and in foreign
countries.


 


PART 4. GENERAL PROVISIONS


 


XVII.
ASSIGNMENTS


 


The rights and benefits
under this Plan may not be assigned except for the designation of a beneficiary
as provided in Sections VI and XIV.


 


XVIII. TIME
FOR GRANTING OPTIONS OR STOCK AWARDS


 


All options for shares and Stock Awards subject to this Plan shall be
granted, if at all, not later than 10 years after the adoption of this Plan by
the Company’s Board of Directors.


 


XIX. LIMITATION
OF RIGHTS


 


A.
No Right to an Option or Stock Award. Nothing
in the Plan shall be construed to give any personnel of the Participating
Companies any right to be granted an option or Stock or Cash Award.


 


B.
No Employment Right. Neither
the Plan, nor the granting of an option or Stock or Cash Award nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that any of the Participating
Companies will employ a grantee for any period of time or in any position, or
at any particular rate of compensation.


 


C. No Shareholder Rights for Options. An optionee shall have no rights as a
shareholder with respect to the shares covered by his options until the date of
the issuance to him of a stock certificate therefor, and no adjustment will be
made for dividends or other rights for which the record date is prior to the
date such certificate is issued.


 


XX. CHANGES
IN PRESENT STOCK


 


In
the event of any merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate structure or
capitalization affecting the Company’s present Common Stock, appropriate
adjustment shall be made by the Board of Directors in the number (including the
aggregate numbers specified in Section IV) and kind of shares which are or may
become subject to options and Stock Awards granted or to be granted hereunder,
and in the option price of shares which are subject to options granted
hereunder.


 


XXI.
CHANGE IN CONTROL


 


In
the event that the Company is merged into or acquired by another entity in a
transaction involving a change in control, the Committee shall have complete
authority and 


 


10

















 


discretion,
but not the obligation, to accelerate the vesting of outstanding stock options
and the termination of restrictions on Stock Awards.


 


The
Committee may also ask the Board of Directors to negotiate, as part of any
agreement involving a sale or merger of the Company, a sale of substantially
all the Company’s assets or similar transaction, terms providing protection for
employees holding stock options or Stock Awards.


 


XXII. EFFECTIVE
DATE OF THE PLAN


 


The
Plan shall take effect on the date of adoption by the Board of Directors of the
Company, subject to approval by the shareholders of the Company at a meeting
held within 12 months after the date of such adoption. Options and Stock or
Cash Awards may be granted under the Plan at any time after the adoption of the
Plan by the Board of Directors of the Company and prior to the termination of
this Plan.


 


XXIII. AMENDMENT
OF THE PLAN


 


The Board or the Committee may suspend or
discontinue the Plan or revise or amend it in any respect whatsoever; provided,
however, that the Company may seek shareholder approval of an amendment if
determined to be required by or advisable by any law or regulation, including
without limitation, any regulations of the Securities and Exchange Commission
or the Internal Revenue Service, the rules of any stock exchange on which the
Company’s stock is listed or other applicable law or regulation.


 


XXIV. NOTICE


 


Any
written notice to the Company required by any of the provisions of this Plan
shall be addressed to the Secretary of the Company and shall become effective
when it is received.


 


XXV. COMPANY
BENEFITS PLANS


 


Nothing
contained in this Plan shall prevent the employee prior to death, or the
employee’s dependents or beneficiaries after the employee’s death, from
receiving, in addition to any awards provided for under this Plan and any
salary, any payments under a Company retirement plan or which may be otherwise
payable or distributable to such employee, or to the employee’s dependents or
beneficiaries under any other plan or policy of the Company or otherwise.


 


XXVI. UNFUNDED
PLAN


 


Insofar
as it provides for awards of stock or cash, this Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to employees who
are granted awards of stock under this Plan, any such accounts will be used
merely as a bookkeeping convenience. Except for the holding of Restricted Stock
in escrow pursuant to subsection XII(C), the Company shall not be required to
segregate any assets which may at any time be represented by awards of stock or
cash, nor shall this Plan be construed as providing for such segregation, nor
shall the Company nor the Board nor the Committee be deemed to be a trustee of
stock or cash to be awarded under the Plan. Any liability of the Company to any
employee with respect to an award of stock or cash under this Plan shall be
based solely upon any contractual obligations which may be created by the Plan;
no such obligation of the Company shall be deemed to be secured by any 


 


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pledge
or other encumbrance on any property of the Company. Neither the Company nor
the Board nor the Committee shall be required to give any security or bond for
the performance of any obligation which may be created by this Plan.


 


XXVII. GOVERNING
LAW


 


This
Plan and all determinations made and actions taken pursuant hereto shall be
governed by the law of the State of California and construed accordingly.


 


XXVIII. BUYOUT PROVISIONS


 


At any time, the Committee may, but shall not be
required to, authorize the Company to offer to buy out for a payment in cash or
shares an option, stock appreciation right, Stock Award or Restricted Stock
previously granted based on such terms and conditions as the Committee shall
establish and communicate to the holder of such option, stock appreciation
right, Stock Award or Restricted Stock in connection with such offer.


 


*****


 


 


	
  9/21/89

  	
   

  	
  Adopted
  by the Executive Compensation and Stock Option Committee

  
	
  2/27/90

  	
   

  	
  Approved
  by the Shareholders

  
	
  7/17/91

  	
   

  	
  Part 1, Section II amended by the Executive Compensation
  and Stock Option Committee

  
	
  11/18/93

  	
   

  	
  Section IV amended by the Executive Compensation
  and Stock Option Committee

  
	
  4/17/95

  	
   

  	
  Payment date for two for one stock split (record
  date 3/24/95)

  
	
  7/16/96

  	
   

  	
  Payment date for two for one stock split (record
  date 6/21/96)

  
	
  11/21/96

  	
   

  	
  Part 1, Section II, Part 2, Section X and Part 4,
  Section XXIII amended by the Compensation Committee

  
	
  5/15/97

  	
   

  	
  Section VI D amended by the Compensation Committee

  
	
  5/20/98

  	
   

  	
  The Company reincorporated in the State of
  Delaware

  
	
  2/12/99

  	
   

  	
  Section VI B & D amended by the Compensation
  Committee

  
	
  6/30/00

  	
   

  	
  Section VI C and XIII amended by the Compensation
  Committee

  
	
  10/27/00

  	
   

  	
  Payment date for two for one stock split in the
  form of a stock dividend (record date 9/27/00)

  
	
  9/12/02

  	
   

  	
  Part 4, Section XXVIII added and plan restated by
  HR & Compensation Committee

  
	
  11/21/02

  	
   

  	
  Part 1, Section II added new paragraph and plan
  restated by HR & Compensation Committee

  
	
  05/01/07

  	
   

  	
  Sections VI.C, VII, VIII, X, XIII amended and
  restated by HR and Compensation Committee to defined FMV using closing price

  



 


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