CACI International Inc. 2006 Stock Incentive Plan



 Exhibit 10.1
 CACI INTERNATIONAL INC 
 2006 STOCK INCENTIVE PLAN 
 Effective: November 16, 2006 







 TABLE OF CONTENTS 
  


							
	 	  	 	  	 	  	Page
	1.	  	Establishment, Purpose and Types of Awards	  	1
	2.	  	Definitions	  	1
	3.	  	Administration	  	4
		  	(a)	  	Procedure	  	4
		  	(b)	  	Secondary Committees and Sub-Plans	  	4
		  	(c)	  	Powers of the Committee	  	5
		  	(d)	  	Limited Liability	  	5
		  	(e)	  	Indemnification	  	5
		  	(f)	  	Effect of Committee’s Decision	  	5
	4.	  	Stock Available Under the Plan; Maximum Awards	  	5
		  	(a)	  	Stock Available Under the Plan	  	5
		  	(b)	  	Maximum Awards to Covered Employees	  	6
		  	(c)	  	Limitation on Full Value Awards	  	6
		  	(d)	  	Substitute Awards	  	6
	5.	  	Participation	  	6
	6.	  	Stock Options	  	7
		  	(a)	  	Grant of Option	  	7
		  	(b)	  	Exercise Price	  	7
		  	(c)	  	Payment	  	7
		  	(d)	  	Term of Options	  	7
		  	(e)	  	Restrictions on Incentive Stock Options	  	7
		  	(f)	  	Other Terms and Conditions	  	8
		  	(g)	  	Stock Options Granted to Non-Employee Directors	  	8
	7.	  	Restricted Stock and Restricted Stock Units	  	9
		  	(a)	  	In General	  	9
		  	(b)	  	Vesting Conditions and Other Restrictions	  	9
		  	(c)	  	Stock Issuance and Stockholder Rights	  	9
	8.	  	Stock Appreciation Rights	  	10
		  	(a)	  	Award of Stock Appreciation Rights	  	10
		  	(b)	  	Restrictions of Tandem SARs	  	10
		  	(c)	  	Amount of Payment upon Exercise of SARs	  	10
		  	(d)	  	Form of Payment upon Exercise of SARs	  	10
	9.	  	Unrestricted Stock	  	11
		  	(a)	  	Grant or Sale of Unrestricted Stock	  	11
		  	(b)	  	Election to Receive Unrestricted Stock in Lieu of Director’s Fees	  	11
		  	(c)	  	Restrictions on Transfers	  	11
	10.	  	Performance Awards	  	11
		  	(a)	  	In General	  	11
		  	(b)	  	Covered Employee Targets	  	11
		  	(c)	  	Nonexclusive Provision	  	11
	11.	  	Tax Withholding	  	12
		  	(a)	  	Payment by Participant	  	12
		  	(b)	  	Payment in Shares	  	12
		  	(c)	  	Notice of Disqualifying Disposition	  	12









							
	12.	  	Transferability	  	12
	13.	  	Adjustments; Business Combinations	  	12
		  	(a)	  	Adjustments	  	12
		  	(b)	  	Change in Control	  	12
		  	(c)	  	Dissolution and Liquidation	  	13
		  	(d)	  	Other Adjustments	  	13
	14.	  	Termination and Amendment	  	13
		  	(a)	  	Amendment or Termination by the Board	  	13
		  	(b)	  	Amendments by the Committee	  	13
		  	(c)	  	Approval of Participants	  	13
	15.	  	Non-Guarantee of Employment	  	14
	16.	  	Termination of Employment	  	14
	17.	  	Written Agreement	  	14
	18.	  	Non-Uniform Determinations	  	14
	19.	  	Limitation on Benefits	  	14
	20.	  	Compliance with Securities Law	  	14
	21.	  	No Trust or Fund Created	  	14
	22.	  	No Limit on Other Compensation Arrangements	  	15
	23.	  	No Restriction of Corporate Action	  	15
	24.	  	Construction; Governing Law	  	15
	25.	  	Plan Subject to Charter and Bylaws	  	15
	26.	  	Effective Date; Termination Date	  	15








 CACI INTERNATIONAL INC 
 2006 STOCK INCENTIVE PLAN 
 1. Establishment, Purpose and Types of Awards 
 CACI International Inc, a Delaware corporation (the “Company”) hereby establishes the CACI International Inc 2006 Stock Incentive Plan (the
“Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and
(ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. 
 The
Plan permits the granting of Awards in the form of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock, and Performance Awards, in each case as such term is
defined below, and any combination of the foregoing. 
 2. Definitions 
 Under this Plan, except where the context otherwise indicates, the following definitions apply: 
 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of stock (or
other equity interests) in such entity. 
 Affiliated Group Member” means any member of the “affiliated group,” as such
term is defined in Section 1504 of the Code (but determined without regard to Section 1504(b) of the Code), which includes the Company. 
 “Award” means an Incentive Stock Option, Non-Statutory Stock Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Unrestricted Stock, and Performance Award, and any combination of the foregoing.

 “Board” means the Board of Directors of the Company. 
 “Change in Control” means the occurrence of any one of the following events: 
  

	 	(i)	any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes a “beneficial owner” (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding
securities; or 

  

	 	(ii)	persons who, as of July 1, 2006, constituted the Company’s Board (the “Incumbent Board”) cease for any reason, including without limitation as a result of a
tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to July 1, 2006 whose election was approved by, or who was
nominated with the approval of, at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Plan, be considered a member of the Incumbent Board; or 

  

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

  

	 	(iv)	the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets. 

 “Code” means the Internal Revenue Code of 1986, as amended, and any regulations
issued thereunder. 
 “Committee” means the Compensation Committee of the Board or such other committee or sub-committee of
the Board as may be appointed pursuant to Section 3 of the Plan to administer the Plan. 
 “Committee Delegate” means
the Chief Executive Officer or other senior officer of the Company to whom duties and powers of the Board or Committee hereunder have been delegated pursuant to Section 3(b). 
 “Covered Employee” means an employee of the Company or any Affiliated Group Member who is subject to Section 162(m) of the Code.

 “Disabled” or “Disability” means (i) the Participant is subject to a legal decree of incompetency
(the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental
disability, the Participant is unable substantially to perform each of the material duties of the Participant’s position as an Executive, and that such disability has lasted for the immediately preceding ninety (90) days and is, as of the
date of determination, reasonably expected to last an additional six (6) months or longer after the date of determination, in each case based upon medically available reliable information, or (iii) the Participant’s qualifying for
benefits under the Company’s long-term disability coverage, if any. 
 “Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended and any rules or regulations promulgated thereunder. 
 “Fair Market Value” of the Stock
for any purpose on a particular date means the closing price per share of the Stock on such date as reported by such registered national securities exchange on which the Stock is listed, or, if the Stock is not listed on such an exchange, as quoted
on NASDAQ; provided, that, if there is no trading on such date, Fair Market Value shall be deemed to be the closing price per share on the last preceding date on which the Stock was traded. If the Stock is not listed on any registered national
securities exchange or quoted on NASDAQ, the Fair Market Value of the Stock shall be determined in good faith by the Committee. 
 “Grant Agreement” means a written agreement between the Company and a Participant memorializing the terms and conditions of an Award granted pursuant to the Plan. 
 “Grant Date” means the date on which the Committee formally acts to grant an Award to a Participant or such other date as the Committee
shall so designate at the time of taking such formal action. 
 “Incentive Stock Options” means Stock options that meet the
requirements of Section 422 of the Code. 
 “Non-Employee Director” means any director who: (i) is not currently
an officer of the Company, a Subsidiary or an Affiliate, or otherwise currently employed by the Company, a Subsidiary or an Affiliate, 

  

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(ii) does not receive compensation, either directly or indirectly, from the Company, a Subsidiary or an Affiliate, for services rendered as a consultant or
in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K promulgated by the SEC, (iii) does not possess an
interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a business relationship for which disclosure would be required pursuant to Rule 404(b) of Regulation
S-K. 
 “Non-Statutory Stock Options” means Stock options that do not meet the requirements of Section 422 of the Code.

 “Outside Director” means any director who (i) is not an employee of the Company or of any Affiliated Group Member,
(ii) is not a former employee of the Company or any Affiliated Group Member who is receiving compensation for prior services (other than benefits under a tax-qualified retirement plan) during the Company’s or any Affiliated Group
Member’s taxable year, (iii) has not been an officer of the Company or any Affiliated Group 
 Member and (iv) does not receive remuneration
from the Company or any Affiliated Group Member, either directly or indirectly, in any capacity other than as a director. “Outside Director” shall be determined in accordance with Section 162(m) of the Code and the Treasury
regulations issued thereunder. 
 “Parent” means a company, whether now or hereafter existing, within the meaning of the
definition of “parent company” provided in Section 424(e) of the Code, or any successor thereto of similar import. 
 “Participant” means any member of the Board or officer or key employee of the Company or any Subsidiary or Affiliate, who is granted an Award under the Plan. 
 “Performance Award” means an Award under Section 10 hereof. 
 “Performance Measure” means one or more of the following criteria, or such other operating objectives, selected by the Committee to
measure performance of the Company or any Subsidiary or Affiliate or other business division of same for a Performance Period, whether in absolute or relative terms: basic or diluted earnings per share of Stock; earnings per share of Stock growth;
revenue; operating income or profit; net income or profit (either before or after taxes); earnings and/or net income or profit before interest and taxes; earnings and/or net income or profit before interest, taxes, depreciation and amortization;
return on capital; return on equity; return on assets; net cash provided by operations; free cash flow; Stock price; economic profit; economic value; total stockholder return; gross margins and costs. Each such measure shall be determined in
accordance with generally accepted accounting principles as consistently applied, adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and
cumulative effects of changes in accounting principles. 
 “Performance Period” means a period of not less than one year
over which the achievement of targets for Performance Measures is determined. 
 “Performance Shares” mean Restricted Stock
Units granted under Section 10. 
 “Repricing” or “Reprice” means any of the following or other action
that has the same effect: (i) lowering the exercise price of a Stock option after it is granted, (ii) any other action that is treated as a repricing under generally accepted accounting principles, or (iii) canceling a Stock option at
a time when its exercise price exceeds the Fair Market Value of the underlying Stock in exchange for another Award, or other equity of the Company, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or
similar corporate transaction. 
  

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 “Restricted Stock” and “Restricted Stock Units” means Awards under
Section 7. 
 “Rule 16b-3” means Rule 16b-3 as in effect under the Exchange Act on the effective date of the Plan, or
any successor provision prescribing conditions necessary to exempt the issuance of securities under the Plan (and further transactions in such securities) from Section 16(b) of the Exchange Act. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended and any rules or regulations promulgated thereunder. 
 “Stock” means common stock of the Company, par value $0.10 per share. 
 “Stock Appreciation Rights” or “SARs” means Awards under Section 8. 
 “Subsidiary” and “Subsidiaries” means only a company or companies, whether now or hereafter existing, within the meaning of
the definition of “subsidiary company” provided in Section 424(f) of the Code, or any successor thereto of similar import. 
 “Terminated Plan” means the 1996 Stock Incentive Plan. 
 “Unrestricted Stock” means Awards under
Section 9. 
 3. Administration 
 (a)
Procedure. The Plan shall be administered by a Stock Incentive Plan Committee (the “Committee”) consisting of all members of the Compensation Committee of the Company, each of whom qualifies as an Outside Director and a Non-Employee
Director, but the authority and validity of any act taken or not taken by the Committee shall not be affected if any person administering the Plan is not an Outside Director or a Non-Employee Director. The Committee shall have at least two
(2) members at all times. None of the members of the Committee shall have been granted any Award under this Plan (other than pursuant to Sections 6(g) and 9(b)) or the Terminated Plan (other than pursuant to Sections 5(b) and 7(b)). Except as
specifically reserved to the Board under the terms of the Plan, the Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof. 
 (b) Secondary Committees and Sub-Plans. The Board may, in its sole discretion, divide the duties
and powers of the Committee by establishing one or more secondary Committees to which certain duties and powers of the Committee hereunder are delegated (each of which shall be regarded as a “Committee” under the Plan with respect to such
duties and powers). Additionally, if permitted by applicable law, the Board or Committee may delegate certain of the Committee’s duties and powers hereunder to the Chief Executive Officer and/or to other senior officers of the Company subject
to such conditions and limitations as the Board or Committee shall prescribe. However, only the Committee described under Subsection 3(a) may designate and grant Awards to Participants. The Committee shall also have the power to establish sub-plans
(which may be included as appendices to the Plan or the respective Grant Agreements), which may constitute separate programs, for the purpose of establishing programs which meet any special tax or regulatory requirements of jurisdictions other than
the United States and its subdivisions. Any such interpretations, rules, administration and sub-plans shall be consistent with the basic purposes of the Plan. 
 (c) Powers of the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan,
prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to: 
 (i) determine the Participants to whom, and the time or times at which, Awards shall be
granted, 
  

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 (ii) determine the types of Awards to be granted, 
 (iii) determine the number of shares of Stock to be covered by or used for reference purposes for each Award, 
 (iv) impose such terms, limitations, vesting schedules, restrictions and conditions upon any such Award as the Committee shall deem
appropriate, including without limitation establishing, in its discretion, Performance Measures that must be satisfied before an Award vests and/or becomes payable, the term during which an Award is exercisable, the purchase price, if any, under an
Award and the period, if any, following a Participant’s termination of employment or service with the Company or any Subsidiary or Affiliate during which the Award shall remain exercisable, 
 (v) subject to the provisions of Section 409A of the Code, modify, extend or renew outstanding Awards, accept the surrender of
outstanding Awards and substitute new Awards, provided that no such action shall be taken with respect to any outstanding Award that would materially, adversely affect the Participant without the Participant’s consent, or constitute a Repricing
of an Incentive Stock Option or Non-Statutory Stock Option without the approval of the holders of the Company’s voting securities, 
 (vi) subject to the provisions of Section 4(c), accelerate the time in which an Award may be exercised or in which an Award becomes payable and waive or accelerate the lapse, in whole or in part, of any
restriction or condition with respect to an Award, and 
 (vii) establish objectives and conditions, including targets for
Performance Measures, if any, for earning Awards and determining whether Awards will be paid after the end of a Performance Period. 
 The Committee shall
have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan as the Committee deems necessary, desirable or appropriate in
accordance with the Bylaws of the Company. 
 (d) Limited Liability. To the maximum extent permitted by law, no member of the Board or
Committee or a Committee Delegate shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. 
 (e) Indemnification. The members of the Board and Committee and any Committee Delegate shall be indemnified by the Company in respect of all their activities under the Plan in accordance with the procedures and terms and conditions
set forth in the Certificate of Incorporation and Bylaws of the Company as in effect from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Certificate of Incorporation and Bylaws, as a matter of law, or otherwise. 
 (f) Effect of Committee’s
Decision. All actions taken and decisions and determinations made by the Committee or a Committee Delegate on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Committee’s or Committee
Delegate’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any Participants in the Plan and any other employee of the Company, and their respective successors
in interest. 
 4. Stock Available Under the Plan; Maximum Awards 
 (a) Stock Available Under the Plan.  
 (i) Subject to adjustments as provided in
Section 13 of the Plan, the Stock that may be delivered or purchased with respect to Awards granted under the Plan, including with respect to Incentive Stock Options, shall not exceed an aggregate of Two Million (2,000,000) shares of
Stock, plus the number of shares of Stock available from the Terminated Plan as provided in Subsection 4(a)(ii) below. Stock 

  

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available under the Plan may be, in any combination, authorized but unissued Stock and Stock that is reacquired by the Company. The Company shall reserve
said number of shares of Stock for Awards under the Plan, subject to adjustments as provided in Section 13 of the Plan. If any Award, or portion of an Award, issued under the Plan, expires or terminates unexercised, becomes unexercisable or is
forfeited or otherwise terminated, surrendered or canceled as to any shares of Stock without the delivery by the Company (or, in the case of Restricted Stock, without vesting) of Stock or other consideration, the Stock subject to such Award shall
thereafter be available for further Awards under the Plan. In the case of a Stock Appreciation Right, the difference between the number of shares of Stock covered by the exercised portion of the SAR and the number of shares of Stock actually
delivered upon exercise shall not be restored or available for future issuance under the Plan. 
 (ii) There shall be
available for issuance under the Plan the sum of (A) the number of shares of Stock remaining available for issuance under the Terminated Plan at the effective date of this Plan, plus (B) shares of Stock subject to any awards issued under
the Terminated Plan to the extent any such award, or portion of an award, issued under the Terminated Plan, expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares of
Stock without the delivery by the Company (or, in the case of restricted Stock, without vesting) of Stock or other consideration. 
 (b)
Maximum Awards to Covered Employees. The maximum number of shares of Stock subject to Awards that may be granted during any one calendar year to any one Covered Employee shall be limited to three hundred thousand (300,000). To the extent
required by Section 162(m) of the Code and so long as Section 162(m) of the Code is applicable to persons eligible to participate in the Plan, shares of Stock subject to the foregoing maximum with respect to which the related Award is
terminated, surrendered or canceled shall nonetheless continue to be taken into account with respect to such maximum for the calendar year in which granted. 
 (c) Limitation on Full Value Awards. In no event shall the Committee grant more than seven hundred fifty thousand (750,000) shares of Stock in the form of Restricted Stock, Restricted Stock Units or
Unrestricted Stock. Shares of Stock subject to a Restricted Stock or Restricted Stock Unit Award which are forfeited by and/or not issued to the Participant as a result of full or partial forfeiture of the Award shall not count towards the limit in
the preceding sentence. With respect to Awards of Restricted Stock, Restricted Stock Units or Unrestricted Stock (other than pursuant to Section 9(b)), the vesting schedule must be, at a minimum, (i) three years for shares that vest based
on continued service to the Company, and (ii) one year for shares that vest based upon the accomplishment of Performance Measures. Notwithstanding the forgoing limitation, such Award may provide for full vesting upon a Change in Control, death,
Disability or retirement (on or after age 65). 
 (d) Substitute Awards. The Committee may grant Awards under the Plan in substitution
for stock and stock based awards held by employees of another corporation who concurrently become employees of the Company, a Subsidiary or an Affiliate as the result of a merger or consolidation of the employing corporation with the Company, a
Subsidiary or an Affiliate or the acquisition by the Company, a Subsidiary or an Affiliate of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. Shares which may be delivered under such substitute awards may be in addition to the maximum number of shares provided for in Section 4(a), provided that said additional shares shall not
exceed five hundred thousand (500,000) in the aggregate over the term of the Plan (through the date that is 10 years after the date of adoption of the Plan by the Board of Directors). 
 5. Participation 
 Participation in the Plan shall be
open to all members of the Board and officers and key employees of the Company, or of any Subsidiary or Affiliate of the Company, as may be selected by the Committee from time to time. Notwithstanding the foregoing, participation in the Plan with
respect to Awards of Incentive Stock Options shall be limited to employees of the Company or of any Subsidiary of the Company. 
  

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 Awards may be granted to such Participants and for or with respect to such number of shares of Stock as
the Committee shall determine, subject to the limitations in Section 4 of the Plan. A grant of any type of Award made in any one year to a Participant shall neither guarantee nor preclude a further grant of that or any other type of Award to
such person in that year or subsequent years. 
 6. Stock Options 
 Subject to the other applicable provisions of the Plan, the Committee may from time to time grant to Participants Awards of Non-Statutory Stock Options and/or Incentive Stock Options. The stock option Awards granted
shall be subject to the following terms and conditions. 
 (a) Grant of Option. The grant of a stock option shall be evidenced by a
Grant Agreement, executed by the Company and the Participant, stating the number of shares of Stock subject to the stock option evidenced thereby, the exercise price and the terms and conditions of such stock option, in such form as the Committee
may from time to time determine. 
 (b) Exercise Price. The price per share payable upon the exercise of each stock option shall be
determined by the Committee but shall be no less than one hundred percent (100%) of the Fair Market Value of the Stock on the Grant Date. 
 (c) Payment. Stock options may be exercised in whole or in part by payment of the exercise price of the Stock to be acquired in accordance with the provisions of the Grant Agreement, and/or such rules and regulations as the Committee
may have prescribed, and/or such determinations, orders, or decisions as the Committee may have made. 
 Payment may be made in cash (or cash
equivalents acceptable to the Committee) or, if provided in the Grant Agreement and permitted by applicable law, in shares of Stock which have been held by Participant or which would otherwise be issuable to Participant on exercise, or a combination
of cash and such Stock, or by such other means as the Committee may prescribe. The Fair Market Value of Stock delivered on exercise of stock options shall be determined as of the date of exercise. 
 The Committee, subject to such limitations as it may determine, may authorize payment of the exercise price, in whole or in part, by delivery of a
properly executed exercise notice, together with irrevocable instructions, to: (i) a brokerage firm to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations
that may arise in connection with the exercise, and (ii) the Company to deliver the certificates for such purchased Stock directly to such brokerage firm. 
 (d) Term of Options. The term during which each stock option may be exercised shall be determined by the Committee; provided, however, that in no event shall a stock option be exercisable more than ten
(10) years from the date it is granted. Prior to the exercise of the stock option and delivery of the Stock certificates represented thereby, the Participant shall have none of the rights of a stockholder with respect to any Stock represented
by an outstanding stock option. 
 (e) Restrictions on Incentive Stock Options. Incentive Stock Option Awards granted under the Plan
shall comply in all respects with Section 422 of the Code and, as such, shall meet the following additional requirements: 
 (i) Grant Date. An Incentive Stock Option must be granted within ten (10) years of the earlier of the Plan’s adoption by the Board of Directors or approval by the Company’s stockholders. 
 (ii) Exercise Price and Term. The exercise price of an Incentive Stock Option shall not be less than one hundred percent
(100%) of the Fair Market Value of the Stock on the date the stock option is granted and the term of the stock option shall not exceed ten (10) years. Also, the exercise price of any 

  

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Incentive Stock Option granted to a Participant who owns (within the meaning of Section 422(b)(6) of the Code, after the application of the attribution
rules in Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of shares of Stock of the Company or any Subsidiary of the Company shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Stock on the grant date and the term of such stock option shall not exceed five (5) years. 
 (iii) Maximum Grant. The aggregate Fair Market Value (determined as of the Grant Date) of Stock of the Company with respect to which all Incentive Stock Options first become exercisable by any Participant in
any calendar year under this or any other plan of the Company and any Subsidiaries may not exceed One Hundred Thousand Dollars ($100,000) or such other amount as may be permitted from time to time under Section 422 of the Code. To the extent
that such aggregate Fair Market Value shall exceed One Hundred Thousand Dollars ($100,000), or other applicable amount, such stock options to the extent of the Stock in excess of such limit shall be treated as Non-Statutory Stock Options. In such
case, the Company may designate the shares of Stock that are to be treated as Stock acquired pursuant to the exercise of an Incentive Stock Option. 
 (iv) Participant. Incentive Stock Options shall only be issued to employees of the Company or of a Subsidiary of the Company. 
 (v) Designation. No stock option shall be an Incentive Stock Option unless so designated by the Committee at the time of grant or
in the Grant Agreement evidencing such stock option. 
 (vi) Stockholder Approval. No stock option issued under the
Plan shall be an Incentive Stock Option unless the Plan is approved by the stockholders of the Company within twelve (12) months of its adoption by the Board in accordance with the Bylaws of the Company and governing law relating to such
matters. 
 (f) Other Terms and Conditions. Stock options may contain such other provisions, not inconsistent with the provisions of
the Plan, as the Committee shall determine appropriate from time to time. 
 (g) Stock Options Granted to Non-Employee Directors

 (i) Grant of Options. 
 (A) Each Non-Employee Director upon his or her initial election to the Board by the stockholders of the Company shall automatically be
granted a Non-Statutory Stock Option to purchase five thousand (5,000) shares of Stock (the date of grant for such options shall be the date of the annual meeting at which such election occurs); 
 (B) Upon subsequent election to the Board of Directors by the stockholders of the Company (and for Non-Employee Directors presently
serving on the Board of Directors, upon his or her election to the Board at the time of stockholder approval of the Plan), each Non-Employee Director shall automatically be granted a Non-Statutory Stock Option to purchase three thousand
(3,000) shares of Stock. 
 (ii) Exercise Price The exercise price per share for the Stock covered by a stock
option granted pursuant to this Section 6(g) shall be equal to the Fair Market Value of the Stock on the date the stock option is granted. 
 (iii) Vesting. The stock options granted pursuant to this Section 6(g) shall become exercisable by the option holder in increments of twenty-five percent (25%) on each of the ninetieth (90th),
one-hundred eightieth (180th), two-hundred seventieth (270th), and three-hundred sixtieth (360th) day following the date of the grant. 
  

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 (iv) Lapsing. Any stock option granted pursuant to this Section 6(g) shall
lapse and terminate if: 
 (A) not exercised before five (5) years from the date of the grant; or 
 (B) the Company is placed under the jurisdiction of a bankruptcy court or is liquidated. 
 (v) Acceleration. Every stock option granted pursuant to this Section 6(g) shall include a provision accelerating the vesting
of such stock option in the event of a Change of Control of the Company; 
 (vi) Limited to Non-Employee Directors. The
provisions of this Section 6(g) shall apply only to stock options granted or to be granted to Non-Employee Directors, and shall not be deemed to modify, limit or otherwise apply to any other provision of this Plan or to any stock option issued
under this Plan to a participant who is not a Non-Employee Director of the Company. To the extent and consistent with the provisions of any other Section of this Plan, the provisions of this Section 6(g) shall govern the rights and obligations
of the Company and Non-Employee Directors respecting stock options granted or to be granted to Non-Employee Directors. The provisions of this Section 6(g) shall not be amended more than once in any six (6) month period, other than to
comport with changes in the Code. 
 7. Restricted Stock and Restricted Stock Units 
 (a) In General. Subject to the other applicable provisions of the Plan and applicable law, the Committee may at any time and from time to time
grant Restricted Stock or Restricted Stock Units to Participants, in such amounts and subject to such vesting conditions, other restrictions and conditions for the lapse of restrictions as it determines. Unless determined otherwise by the Committee,
Participants receiving Restricted Stock or Restricted Stock Units are not required to pay the Company cash consideration therefor (except as may be required for applicable tax withholding). 
 (b) Vesting Conditions and Other Restrictions. Each Award for Restricted Stock and Restricted Stock Units shall be evidenced by a Grant Agreement
that specifies the applicable vesting conditions and other restrictions, if any, on such Award, the duration of such restrictions, and the time or times at which such restrictions shall lapse with respect to all or a specified number of the shares
of Stock that are part of the Award. 
 (c) Stock Issuance and Stockholder Rights. 
 (i) Restricted Stock. Stock certificates with respect to Stock granted pursuant to a Restricted Stock Award shall be issued, and/or Stock
shall be registered, in the Participant’s name at the time of grant of the Restricted Stock Award, subject to forfeiture if the Restricted Stock does not vest or other restrictions do not lapse. Any Stock certificates shall bear an appropriate
legend with respect to the restrictions applicable to such Restricted Stock Award and the Participant will be required to deposit the certificates with the Company during the period of any restriction thereon and to execute a blank stock power or
other instrument of transfer therefor. Except as otherwise provided by the Committee, during the period of restriction following issuance of Restricted Stock certificates, the Participant shall have all of the rights of a holder of Stock, including
but not limited to the rights to receive dividends (or amounts equivalent to dividends) and to vote with respect to the Restricted Stock. The Committee, in its discretion, may provide that any dividends or distributions paid with respect to Stock
subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions as the Restricted Stock to which such dividends or distributions relate. 
 (ii) Restricted Stock Units. Stock certificates for the shares of Stock subject to a Restricted Stock Unit shall be issued, and/or Stock
shall be registered, in the Participant’s name upon vesting and lapse of any other restrictions with respect to the issuance of Stock under such Award. The Participant will not be entitled to vote such Stock or to any of the other rights of
stockholders during the period prior to issuance of the certificates for such Stock and/or the registration of the Stock. An Award of Restricted Stock Units may provide the Participant with the right to receive amounts equivalent to dividends and


  

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distributions paid with respect to Stock subject to the Award while the Award is outstanding, which payments may, in the Committee’s discretion, either
be made currently or credited to an account for the Participant, and may be settled in cash or Stock, all as determined by the Committee. Unless otherwise determined by the Committee with respect to a particular Award, each outstanding Restricted
Stock Unit that is entitled to receive amounts equivalent to dividends and distributions paid with respect to Stock subject to the Award while the Award is outstanding shall accrue such dividend and distribution equivalents, deferred as equivalent
amounts of additional Restricted Stock Units, which amounts will be paid only when and if the Restricted Stock Unit (on which such dividend and distribution equivalents were accrued) vests and becomes payable. To the extent that a Restricted Stock
Unit does not vest or is otherwise forfeited, any accrued and unpaid dividend and distribution equivalents shall be forfeited. In no event shall the transfer of a Restricted Stock Unit (including dividend and distribution equivalents that are
payable in Restricted Stock Units) occur more than two and one-half (2  1/2) months after the close of the
calendar year in which the Participant’s rights to such Restricted Stock Units vest. In the event the Award provides for partial vesting over multiple years, Restricted Stock Units that vest during a calendar year shall be transferred to the
Participant within two and one-half (2  1/2) months after the close of the calendar year in which the Restricted
Stock Units vest. 
 8. Stock Appreciation Rights 
 (a) Award of Stock Appreciation Rights. Subject to the other applicable provisions of the Plan, the Committee may at any time and from time to time grant Stock Appreciation Rights (“SARs”) to
Participants, either on a free-standing basis (without regard to or in addition to the grant of a stock option) or on a tandem basis (related to the grant of an underlying stock option), as it determines. SARs granted in tandem with or in addition
to a stock option may be granted either at the same time as the stock option or at a later time; provided, however, that a tandem SAR shall not be granted with respect to any outstanding Incentive Stock Option Award without the consent of the
Participant. SARs shall be evidenced by Grant Agreements, executed by the Company and the Participant, stating the number of shares of Stock subject to the SAR evidenced thereby and the terms and conditions of such SAR, in such form as the Committee
may from time to time determine. The term during which each SAR may be exercised shall be determined by the Committee. In no event shall a SAR be exercisable more than ten (10) years from the date it is granted. The Participant shall
have none of the rights of a stockholder with respect to any Stock represented by a SAR prior to exercise of the SAR. 
 (b) Restrictions
of Tandem SARs. No Incentive Stock Option may be surrendered in connection with the exercise of a tandem SAR unless the Fair Market Value of the Stock subject to the Incentive Stock Option is greater than the exercise price for such Incentive
Stock Option. SARs granted in tandem with stock options shall be exercisable only to the same extent and subject to the same conditions as the stock options related thereto are exercisable. The Committee may, in its discretion, prescribe additional
conditions to the exercise of any such tandem SAR. 
 (c) Amount of Payment upon Exercise of SARs. A SAR shall entitle the Participant
to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value of one share of Stock on the exercise date over (B) the
base price per share of Stock specified in the Grant Agreement, times (ii) the number of shares of Stock specified by the SAR, or portion thereof, that is exercised. The base price per share specified in the Grant Agreement shall not be less
than the Fair Market Value of a share of Stock on the Grant Date. In the case of exercise of a tandem SAR, such payment shall be made in exchange for the surrender of the unexercised related stock option (or any portion or portions thereof which the
Participant from time to time determines to surrender for this purpose). 
 (d) Form of Payment upon Exercise of SARs. Payment by the
Company of the amount receivable upon any exercise of a SAR shall be made by the delivery of the number of whole shares of Stock determined by dividing the amount payable under the SAR by the Fair Market Value of a share of Stock on the exercise
date. 
  

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 9. Unrestricted Stock 
 (a) Grant or Sale of Unrestricted Stock. Subject to the limitations contained in Section 4, the Committee in its discretion may grant or sell to any Participant shares of Stock free of any restrictions
under the Plan (“Unrestricted Stock”) at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration.

 (b) Election to Receive Unrestricted Stock in Lieu of Director’s Fees. Each Non-Employee Director may, pursuant to an
irrevocable written election delivered to the Company no later than December 31 of any calendar year, receive all or a portion of the Directors’ fees otherwise due to him in the subsequent calendar year in Unrestricted Stock (valued at the
average of the Fair Market Value for the ten (10) trading days before the date on which the Non-Employee Directors’ fees would otherwise be paid). 
 (c) Restrictions on Transfers. The right to receive Unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution.

 10. Performance Awards 
 (a) In
General. The Committee, in its discretion, may establish targets for Performance Measures for selected Participants and authorize the granting, vesting, payment and/or delivery of Performance Awards in the form of Incentive Stock Options,
Non-Statutory Stock Options, Restricted Stock, Restricted Stock Units (which shall be referred to as “Performance Shares” if granted under this Section), Stock Appreciation Rights, and/or Unrestricted Stock to such Participants upon
achievement of such targets for Performance Measures during a Performance Period. The Committee, in its discretion, shall determine the Participants eligible for Performance Awards, the targets for Performance Measures to be achieved during each
Performance Period, and the type, amount, and terms and conditions of any Performance Awards. Performance Awards may be granted either alone or in addition to other Awards made under the Plan. 
 (b) Covered Employee Targets. In connection with any Performance Awards granted to a Covered Employee which are intended to meet the
performance-based compensation exception under Section 162(m) of the Code, the Committee shall (i) establish in the applicable Grant Agreement the specific targets relative to the Performance Measures which must be attained before the
respective Performance Award is granted, vests, or is otherwise paid or delivered, (ii) provide in the applicable Grant Agreement the method for computing the portion of the Performance Award which shall be granted, vested, paid and/or
delivered if the target or targets are attained in full or part, and (iii) at the end of the relevant Performance Period and prior to any such grant, vesting, payment or delivery certify the extent to which the applicable target or targets were
achieved and whether any other material terms were in fact satisfied. The specific targets and the method for computing the portion of such Performance Award which shall be granted, vested, paid or delivered to any Covered Employee shall be
established by the Committee prior to the earlier to occur of (A) ninety (90) days after the commencement of the Performance Period to which the Performance Measure applies and (B) the elapse of twenty-five percent (25%) of the
Performance Period and in any event while the outcome is substantially uncertain. In interpreting Plan provisions applicable to Performance Measures and Performance Awards which are intended to meet the performance-based compensation exception under
Section 162(m) of the Code, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(2), and the Committee in interpreting the Plan shall be guided by such
provisions. 
 (c) Nonexclusive Provision. Notwithstanding this Section 10, the Committee may authorize the granting, vesting,
payment and/or delivery of Performance Awards based on performance measures other than the Performance Measures and performance periods other than the Performance Periods to employees who are not Covered Employees or to Covered Employees to the
extent such Awards are not intended to meet the performance-based compensation exception under Section 162(m) of the Code and in such case waive the deadlines for establishing performance measures under Subsection (b) above. 
  

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 11. Tax Withholding 
 (a) Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of
the Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. 
 (b) Payment in Shares. A Participant may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or
in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum
withholding amount due with respect to such Award, or (ii) transferring to the Company shares of Stock that have been purchased by the optionee on the open market or have been beneficially owned by the optionee and are not then subject to
restrictions under any Company plan and with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Grant Agreement may also provide that all tax withholding obligations will be
satisfied, in whole or in part, by the Company withholding from shares of Stock to be issued pursuant to an Award that number of shares having an aggregate Fair Market Value (as of the date the withholding is effected) required to satisfy the
minimum withholding amounts due with respect to such Award. 
 (c) Notice of Disqualifying Disposition. Each holder of an Incentive
Stock Option shall agree to notify the Company in writing immediately after making a disqualifying disposition (as defined in Section 421(b) of the Code) of any Stock purchased upon exercise of an Incentive Stock Option. 
 12. Transferability 
 No stock option, SAR or other
unvested Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the Committee in accordance with the provisions of the immediately preceding
sentence, a stock option or SAR may be exercised during the lifetime of the Participant only by the Participant or, during the period the Participant is under a legal disability, by the Participant’s guardian or legal representative.
Notwithstanding the foregoing, with the Committee’s permission expressed in the Grant Agreement or otherwise, any Award other than an Incentive Stock Option may, in the Committee’s sole discretion, be transferable by gift or domestic
relations order to (i) the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law or
sister-in-law, including adoptive relationships (such persons, “Family Members”), (ii) a corporation, partnership, limited liability company or other business entity whose only stockholders, partners or members, as applicable are the
Participant and/or Family Members, or (iii) a trust in which the Participant and/or Family Members have all of the beneficial interests, and subsequent to any such transfer any Award may be exercised by any such transferee. 
 13. Adjustments; Business Combinations 
 (a)
Adjustments. In the event of a reclassification, recapitalization, stock split, reverse stock split, stock dividend, combination of shares or other similar event, the maximum number and kind of shares reserved for issuance or with respect to
which Awards may be granted under the Plan as provided in Section 4 shall be adjusted to reflect such event, and the Committee shall make such adjustments as it deems appropriate and equitable in the number, kind and price of shares covered by
outstanding Awards made under the Plan, and in any other matters that relate to Awards and that are affected by the changes in the shares referred to above. 
 (b) Change in Control. In the event of any proposed Change in Control, the Committee shall take such action as it deems appropriate and equitable to effectuate the purposes of this Plan and to protect the


  

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Participants, which action may include, without limitation, any one or more of the following to the extent permitted by Section 409A of the Code:
(i) acceleration or change of the exercise and/or expiration dates of any Award to require that exercise be made, if at all, prior to the Change in Control; (ii) cancellation of any Award upon payment to the holder in cash of the Fair
Market Value of the Stock subject to such Award as of the date of (and, to the extent applicable, as established for purposes of) the Change in Control, less the aggregate exercise price, if any, of the Award; and (iii) in any case where equity
securities of another entity are proposed to be delivered in exchange for or with respect to Stock of the Company, arrangements to have such other entity replace the Awards granted hereunder with awards with respect to such other securities, with
appropriate adjustments in the number of shares subject to, and the exercise prices under, the Award. 
 (c) Dissolution and Liquidation.
In the event the Company dissolves and liquidates (other than pursuant to a plan of merger or reorganization), then, to the extent permitted under Section 409A of the Code, each Participant shall have the right to exercise his or her
vested, outstanding stock options and Stock Appreciation Rights and to require delivery of Stock certificates, and/or registration in Participant’s name of the Stock, under any vested, outstanding Restricted Stock Unit Awards, at any time up to
the effective date of such liquidation and dissolution, upon which date all Awards under the Plan shall terminate. 
 (d) Other
Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in the
preceding paragraphs of this Section 13) affecting the Company, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 
 Except as hereinbefore expressly provided, issuance by the Company of stock of any class or securities convertible into stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of
rights or warranty to subscribe therefor, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock subject to Awards. 
 14. Termination and Amendment 
 (a) Amendment or Termination by the Board. The Board, without further approval of the
stockholders, may amend or terminate the Plan or any portion thereof at any time, except that no amendment shall become effective without prior approval of the stockholders of the Company to increase the number of shares of Stock subject to the Plan
or if stockholder approval is required under the terms of the Plan or is necessary to comply with any tax or regulatory requirement or rule of any exchange or national automated quotation system upon which the Stock is listed or quoted (including
for this purpose stockholder approval that is required for continued compliance with Rule 16b-3 or stockholder approval that is required to enable the Committee to grant Incentive Stock Options pursuant to the Plan). 
 (b) Amendments by the Committee. The Committee shall be authorized to make minor or administrative amendments to the Plan as well as amendments to
the Plan that may be dictated by requirements of U.S. federal or state laws applicable to the Company or that may be authorized or made desirable by such laws. The Committee may amend any outstanding Award in any manner as provided in
Section 3(c) and to the extent that the Committee would have had the authority to make such Award as so amended. 
 (c) Approval of
Participants. No amendment to the Plan or any Award may be made that would materially adversely affect any outstanding Award previously made under the Plan without the approval of the Participant. 
  

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 15. Non-Guarantee of Employment 
 Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an employee to continue in the employ of the Company or any Subsidiary or Affiliate or shall interfere in any way with the right of
the Company or any Subsidiary or Affiliate to terminate an employee at any time. 
 16. Termination of Employment 
 For purposes of maintaining a Participant’s continuous status as an employee and accrual of rights under any Award, transfer of an employee among the
Company and the Company’s Subsidiaries or Affiliates shall not be considered a termination of employment. Nor shall it be considered a termination of employment for such purposes if an employee is placed on military or sick leave or such other
leave of absence that is considered as continuing intact the employment relationship; in such a case, the employment relationship shall be continued until the date when an employee’s right to reemployment shall no longer be guaranteed either by
law or contract. 
 17. Written Agreement 
 Each Grant Agreement entered into between the Company and a Participant with respect to an Award granted under the Plan shall incorporate the terms of this Plan and shall contain such provisions, consistent with the provisions of the Plan,
as may be established by the Committee. 
 18. Non-Uniform Determinations 
 The Committee’s determinations under the Plan (including without limitation determinations of the persons to receive Awards, the form, amount and
time of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated. 
 19. Limitation on Benefits 
 With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. 
 20.
Compliance with Securities Law 
 Any Stock certificates for shares issued pursuant to this Plan may bear a legend restricting
transferability of the Stock unless such shares are registered or an exemption from registration is available under the Securities Act and applicable securities laws of the states of the U.S. The Company may notify its transfer agent to stop any
transfer of Stock not made in compliance with these restrictions. Stock shall not be issued with respect to an Award granted under the Plan unless the exercise of such Award and the issuance and delivery of Stock certificates for such shares
pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder and the requirements of any national securities exchange or
Nasdaq System upon which the Stock may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance to the extent such approval is sought by the Committee. 
 21. No Trust or Fund Created 
 Neither the Plan nor
any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. With respect to 

  

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any transfer or payment not yet made to a Participant pursuant to an Award, the obligation of the Company shall be interpreted solely as an unfunded
contractual obligation to make such transfer or payment in the manner and under the conditions prescribed under the written instrument evidencing the Award. Any shares of Stock or other assets set aside with respect to an Award shall be subject to
the claims of the Company’s general creditors, and no person other than the Company shall, by virtue of an Award, have any interest in such shares or assets. In its sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provisions of this Section. In no event
shall any assets set aside (directly or indirectly) with respect to an Award be located or transferred outside the United States. 
 22. No Limit on Other
Compensation Arrangements 
 Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or
continuing in effect other compensation arrangements (whether such arrangements be generally applicable or applicable only in specific cases), including without limitation the granting of stock options, Restricted Stock, Restricted Stock Units,
Stock Appreciation Rights or Unrestricted Stock Units otherwise than under the Plan. 
 23. No Restriction of Corporate Action 
 Nothing contained in the Plan shall be construed to limit or impair the power of the Company or any Subsidiary or Affiliate to make adjustments,
reclassifications, reorganizations, or changes in its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or any part of its business or assets or, except as otherwise provided herein, or in a Grant Agreement,
to take other actions which it deems to be necessary or appropriate. No employee, beneficiary or other person shall have any claim against the Company or any Subsidiary or Affiliate as a result of such action. 
 24. Construction; Governing Law 
 The Plan is intended
to constitute an equity compensation plan that does not provide for the deferral of compensation subject to Section 409A of the Code and, if any provision of the Plan is subject to more than one interpretation or construction, such ambiguity
shall be resolved in favor of that interpretation or construction which is consistent with the Plan not being subject to the provisions of Section 409A. 
 The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Board or Committee relating to the Plan
or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined in accordance with applicable federal laws and the laws of the State of Delaware. 
 25. Plan Subject to Charter and Bylaws 
 This Plan is
subject to the Certificate of Incorporation and Bylaws of the Company, as they may be in effect from time to time. 
 26. Effective Date; Termination Date

 The Plan is effective as of the date on which the Plan is approved by the
stockholders of the Company. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth (10th) anniversary of the effective date of the Plan. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or
terminated in accordance with the Plan and the terms of such Awards. 
  

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 Date Approved by the Board: August 16, 2006 
 Date Approved by the Stockholders:                      
  

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