Exhibit 10.26


OMNIVISION TECHNOLOGIES,
INC.


2007 EQUITY INCENTIVE
PLAN


(as amended
November 27, 2007)


1.                                       Definitions. 
As used herein, the following definitions will apply:


(a)                                  “Administrator” means the Board or
any of its Committees as will be administering the 2007 Plan, in accordance
with Section 4 of the 2007 Plan.


(b)                                 “Applicable Laws” means the
requirements relating to the administration of equity-based awards under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the 2007 Plan.


(c)                                  “Award” means, individually or
collectively, a grant under the 2007 Plan of Options, Restricted Stock, Restricted
Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares
and other stock or cash awards as the Administrator may determine.


(d)                                 “Award Agreement” means the
written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the 2007 Plan.  The Award Agreement is subject to the terms
and conditions of the 2007 Plan.


(e)                                  “Board” means the Board of
Directors of the Company.


(f)                                    “Change in Control” means the
occurrence of any of the following events:


(i)                                     Any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities;
or


(ii)                                  The consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets;


(iii)                               A change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. 
“Incumbent Directors” means directors who either (A) are Directors
as of the effective date of the 2007 Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or


 


 

















 


(iv)                              The consummation of a merger or
consolidation of the Company with any other corporation, 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 or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.


(g)                                 “Code” means the Internal Revenue
Code of 1986, as amended.  Any reference
to a section of the Code herein will be a reference to any successor or amended
section of the Code.


(h)                                 “Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4 hereof.


(i)                                     “Common Stock” means the common
stock of the Company.


(j)                                     “Company” means OmniVision
Technologies, Inc., a Delaware corporation, or any successor thereto.


(k)                                  “Consultant” means any person,
including an advisor, engaged by the Company or a Parent or Subsidiary to
render services to such entity.


(l)                                     “Determination Date” means the
latest possible date that will not jeopardize the qualification of an Award
granted under the 2007 Plan as “performance-based compensation” under Section
162(m) of the Code.


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


(n)                                 “Disability” means total and
permanent disability as defined in Section 22(e)(3) of the Code, provided that
in the case of Awards other than Incentive Stock Options, the Administrator in
its discretion may determine whether a permanent and total disability exists in
accordance with uniform and non-discriminatory standards adopted by the
Administrator from time to time.


(o)                                 “Employee” means any person,
including Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company.  Neither
service as a Director nor payment of a director’s fee by the Company will be
sufficient to constitute “employment” by the Company.


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


(q)                                 “Fair Market Value” means, as of
any date, the value of Common Stock as the Administrator may determine in good
faith by reference to the price of such stock on any established stock exchange
or a national market system on the day of determination if the Common Stock is
so listed on any established stock exchange or a national market system.  If the Common Stock is not listed on any
established stock exchange or a national market system, the value of the Common
Stock as the Administrator may determine in good faith.


 


 


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(r)                                    “Fiscal Year”
means the fiscal year of the Company.


(s)                                  “Incentive Stock Option” means an
Option that by its terms qualifies and is otherwise intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.


(t)                                    “Inside
Director” means a Director who is an Employee.


(u)                                 “Nonstatutory Stock Option” means
an Option that by its terms does not qualify or is not intended to qualify as
an Incentive Stock Option.


(v)                                 “Officer” means a person who is an
officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


(w)                               “Option” means a stock option
granted pursuant to the 2007 Plan.


(x)                                   “Outside Director” means a
Director who is not an Employee.


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


(z)                                   “Participant”
means the holder of an outstanding Award.


(aa)                            “Performance Period” means any
Fiscal Year of the Company or such other period as determined by the
Administrator in its sole discretion.


(bb)                          “Performance Share” means an Award
denominated in Shares which may be earned in whole or in part upon attainment
of Performance Goals or other vesting criteria as the Administrator may
determine pursuant to Section 10.


(cc)         “Performance
Unit” means an Award which may be earned in whole or in part upon
attainment of Performance Goals or other vesting criteria as the Administrator
may determine and which may be settled for cash, Shares or other securities or
a combination of the foregoing pursuant to Section 10.


(dd)                          “Period of Restriction” means the
period during which the transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a substantial risk of
forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the Administrator.


(ee)                            “2007 Plan” means this 2007 Equity
Incentive Plan.


(ff)                                “Restricted Stock” means Shares
issued pursuant to a Restricted Stock award under Section 7 of the 2007
Plan, or issued pursuant to the early exercise of an Option.


(gg)                          “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the
Fair Market Value of one Share, granted pursuant to Section 8.  Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.


 


 


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(hh)                          “Retirement” means a Service
Provider who retires from the Company on or after age sixty-two (62) and such
Service Provider has at least five (5) years of service with the Company at the
date of retirement; provided, that, the Administrator, notwithstanding the
foregoing, has the discretion to determine when a Service Provider retires so
long as such determination is not less favorable than provided for in the
foregoing definition.


(ii)                                  “Rule 16b-3” means Rule 16b-3 of
the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the 2007 Plan.


(jj)                                  “Section 16(b)”  means Section 16(b) of the Exchange Act.


(kk)                            “Service Provider” means an
Employee, Director or Consultant.


(ll)                                  “Share” means a share of the
Common Stock, as adjusted in accordance with Section 14 of the 2007 Plan.


(mm)                      “Stock Appreciation Right” means
an Award, granted alone or in connection with an Option, that pursuant to
Section 9 is designated as a Stock Appreciation Right.


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


(oo)                          “Successor Corporation” has the
meaning given to such term in Section 14(c) of the 2007 Plan.


2.                                       Purposes of the 2007 Plan. 
The purposes of the 2007 Plan are:


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


•                                          to provide incentives to individuals who
perform services to the Company, and


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


The 2007 Plan permits the grant of Incentive Stock
Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,
Stock Appreciation Rights, Performance Units, Performance Shares and other
stock or cash awards as the Administrator may determine.


3.             Stock Subject to the 2007
Plan.


(a)                                  Stock Subject to the 2007 Plan. 
Subject to the provisions of Section 14 of the 2007 Plan, the maximum aggregate number of Shares that
may be awarded and sold under the 2007
Plan is 6,000,000 Shares.  The
Shares may be authorized, but unissued, or reacquired Common Stock.


(b)                                 Full Value Awards.  Any
Shares subject to Awards granted with an exercise price less than the Fair
Market Value on the date of grant of such Awards will be counted against the


 


 


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numerical limits of this Section 3 as two Shares for
every one Share subject thereto.  Further,
if Shares acquired pursuant to any such Award are forfeited to or repurchased
by the Company and would otherwise return to the 2007 Plan pursuant to Section 3(c),
2 times the number of Shares so forfeited or repurchased will return to the 2007
Plan and will again become available for issuance.


(c)                                  Lapsed Awards.  If
an Award expires or becomes unexercisable without having been exercised in
full, or, with respect to Restricted Stock, Restricted Stock Units, Performance
Shares or Performance Units, is forfeited to or repurchased by the Company, the
unpurchased Shares (or for Awards other than Options and Stock Appreciation
Rights, the forfeited or repurchased Shares) which were subject thereto will
become available for future grant or sale under the 2007 Plan (unless the 2007
Plan has terminated).  With respect to
Stock Appreciation Rights, all of the Shares covered by the Award (that is,
Shares actually issued pursuant to a Stock Appreciation Right, as well as the
Shares that represent payment of the exercise price) shall cease to be
available under the 2007 Plan.  However, Shares that have
actually been issued under the 2007 Plan under any Award will not be returned to
the 2007 Plan and
will not become available for future distribution under the 2007 Plan; provided, however, that if unvested Shares
of Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units are repurchased by the Company or are forfeited to the Company, such
Shares will become available for future grant under the 2007 Plan. 
Shares used to pay the tax and exercise price of an Award will not become
available for future grant or sale under the 2007 Plan. 
To the extent an Award under the 2007 Plan is paid out in cash rather than Shares,
such cash payment will not result in reducing the number of Shares available
for issuance under the 2007 Plan. 
Notwithstanding the foregoing and, subject to adjustment provided in
Section 14, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options shall equal the aggregate Share number
stated in Section 3(a), plus, to the extent allowable under
Section 422 of the Code, any Shares that become available for issuance
under the 2007 Plan under this Section 3(c).


(d)                                 Share Reserve. 
The Company, during the term of this 2007 Plan, will at all times
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the 2007 Plan.


4.                                       Administration of the 2007 Plan.


(a)                                  Procedure.


(i)                                     Multiple Administrative Bodies. 
Different Committees with respect to different groups of Service
Providers may administer the 2007 Plan.


(ii)                                  Section 162(m). 
To the extent that the Administrator determines it to be desirable to
qualify Awards granted hereunder as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the 2007 Plan will be administered
by a Committee of two or more “outside directors” within the meaning of
Section 162(m) of the Code.


(iii)                               Rule 16b-3.  To the extent
desirable to qualify transactions hereunder as exempt under Rule 16b-3, the
transactions contemplated hereunder will be structured to satisfy the
requirements for exemption under Rule 16b-3.


 


 


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(iv)                              Awards to Outside Directors. 
Awards to Outside Directors granted hereunder will be granted only by
the Compensation Committee of the Board, as such Compensation Committee is
comprised from time to time, and such Awards will not be made by or subject to
the approval of the Board as a whole or any other party.


(v)                                 Other Administration. 
Other than as provided above, the 2007 Plan will be administered by
(A) the Board or (B) a Committee, which committee will be constituted
to satisfy Applicable Laws.


(b)                                 Powers of the Administrator. 
Subject to the provisions of the 2007 Plan, and in the case of a
Committee, subject to the specific duties delegated by the Board to such
Committee, the Administrator will have the authority, in its discretion:


(i)                                     to determine the Fair Market Value;


(ii)                                  to select the Service Providers to whom
Awards may be granted hereunder;


(iii)                               to determine the terms and conditions,
not inconsistent with the terms of the 2007 Plan, of any Award granted
hereunder; provided, however, that the number of Shares subject
to Awards for which vesting may be accelerated by the Administrator, other than
in connection with a Change in Control or upon or in connection with a
Participant’s termination of service due to death, Disability or Retirement, is
limited to 5% of the aggregate number of Shares subject to the 2007 Plan;


(iv)                              to construe and interpret the terms of
the 2007 Plan and Awards granted pursuant to the 2007 Plan;


(v)                                 to prescribe, amend and rescind rules and
regulations relating to the 2007 Plan, including rules and regulations relating
to sub-plans established for the purpose of satisfying applicable foreign laws;


(vi)                              to modify or amend each Award (subject to
Section 19(c) of the 2007
Plan); provided, however, that the number of Shares subject
to Awards for which vesting may be accelerated by the Administrator, other than
in connection with a Change in Control or upon or in connection with a
Participant’s termination of service due to death, Disability or Retirement, is
limited to 5% of the aggregate number of Shares subject to the 2007 Plan;


(vii)                           to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of an Award
previously granted by the Administrator;


(viii)                        to allow a Participant to defer the receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant under an Award pursuant to such procedures as the
Administrator may determine; and


(ix)                                to make all other determinations deemed
necessary or advisable for administering the 2007 Plan.


 


 


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


5.                                       Eligibility. 
Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,
Stock Appreciation Rights, Performance Units, Performance Shares and such other
cash or stock awards as the Administrator determines may be granted to Service
Providers.  Incentive Stock Options may
be granted only to Employees.


6.                                       Stock Options.


(a)                                  Limitations.  Each
Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. 
However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options will be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options will be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares will be determined as of the time the Option with respect to such
Shares is granted.


(b)                                 Number of Shares. 
The Administrator will have complete discretion to determine the number
of Shares subject to Options granted to any Participant, provided that during
any Fiscal Year, no Participant may be granted Options covering more than
1,000,000 Shares.  Notwithstanding the
foregoing limitation, in connection with a Participant’s initial service as an
Employee, an Employee may be granted Options covering up to an additional 1,000,000
Shares.


(c)                                  Term of Option. 
The Administrator will determine the term of each Option in its sole
discretion;  provided, however, that the term will be no more than ten (10)
years from the date of grant thereof.  Moreover, in
the case of an Incentive Stock Option granted to a Participant who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
will be five (5) years from the date of grant or such shorter term as may be
provided in the Award Agreement.


(d)                                 Option Exercise Price and Consideration.


(i)                                     Exercise Price. 
The per share exercise price for the Shares to be issued pursuant to
exercise of an Option will be determined by the Administrator, but will be no
less than 100% of the Fair Market Value per Share on the date of grant.  In addition, in the case of an Incentive Stock Option granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price
will be no less than 110% of the Fair Market Value per Share on the date of
grant.  Notwithstanding the
foregoing provisions of this Section 6(d), Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on
the date of grant pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code.  The exercise price for an Option may not be reduced
without the consent of the Company’s stockholders.  This will include, without


 


 


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limitation, a repricing of the Option as well as an
Option exchange program whereby the Participant agrees to cancel an existing
Option in exchange for an Option, Stock Appreciation Right or other Award.


(ii)                                  Waiting Period and Exercise Dates. 
Subject to sections 4(b)(iii) and (vi) of the 2007 Plan, at the time an
Option is granted, the Administrator will fix the period within which the
Option may be exercised and will determine any conditions that must be
satisfied before the Option may be exercised.


(iii)                               Form of Consideration. 
The Administrator will determine the acceptable form(s) of consideration
for exercising an Option, including the method of payment, to the extent
permitted by Applicable Laws.


(e)                                  Exercise of Option.


(i)                                     Procedure for Exercise; Rights as a
Stockholder.  Any Option granted hereunder will be exercisable
according to the terms of the 2007 Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be
exercised for a fraction of a Share.


An Option will be deemed
exercised when the Company receives: (i) notice of exercise (in such form
as the Administrator specify from time to time) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised (together with all applicable withholding
taxes).  No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 14 of the 2007 Plan.


(ii)                                  Termination of Relationship as a Service
Provider.  If a Participant ceases to be a Service
Provider, other than upon the Participant’s death or Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement).  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for three (3) months
following the Participant’s termination. 
Unless otherwise provided by the Administrator, if on the date of
termination the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option will revert to the 2007
Plan.  If after termination the
Participant does not exercise his or her Option within the time specified by
the Administrator, the Option will terminate, and the Shares covered by such
Option will revert to the 2007 Plan.


(iii)                               Disability of Participant. 
If a Participant ceases to be a Service Provider as a result of the
Participant’s Disability, the Participant may exercise his or her Option within
such period of time as is specified in the Award Agreement to the extent the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award
Agreement).  In the absence of a
specified time in the Award Agreement, the Option will remain exercisable for
twelve (12) months following the Participant’s termination.  Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will revert
to the 2007 Plan.  If after termination
the Participant does not exercise his or her Option


 


 


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within the time specified herein, the Option will
terminate, and the Shares covered by such Option will revert to the 2007 Plan.


(iv)                              Death of Participant. 
If a Participant dies while a Service Provider, the Option may be
exercised following the Participant’s death within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of death (but in no event may the option be exercised later than the
expiration of the term of such Option as set forth in the Award Agreement), by
the Participant’s designated beneficiary, provided such beneficiary has been
designated prior to Participant’s death in a form acceptable to the
Administrator.  If no such beneficiary
has been designated by the Participant, then such Option may be exercised by
the personal representative of the Participant’s estate or by the person(s) to
whom the Option is transferred pursuant to the Participant’s will or in
accordance with the laws of descent and distribution.  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months
following Participant’s death.  Unless
otherwise provided by the Administrator, if at the time of death Participant is
not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will immediately revert to the 2007 Plan.  If the Option is not so exercised within the
time specified herein, the Option will terminate, and the Shares covered by
such Option will revert to the 2007 Plan.


(v)                                 Other Termination. 
A Participant’s Award Agreement may also provide that if the exercise of
the Option following the termination of Participant’s status as a Service
Provider (other than upon the Participant’s death or Disability) would result
in liability under Section 16(b), then the Option will terminate on the earlier
of (A) the expiration of the term of the Option set forth in the Award Agreement,
or (B) the 10th day after the last date on which such exercise would result in
such liability under Section 16(b). 
Finally, a Participant’s Award Agreement may also provide that if the
exercise of the Option following the termination of the Participant’s status as
a Service Provider (other than upon the Participant’s death or disability)
would be prohibited at any time solely because the issuance of Shares would
violate the registration requirements under the Securities Act, then the Option
will terminate on the earlier of (A) the expiration of the term of the Option,
or (B) the expiration of a period of three (3) months after the termination of
the Participant’s status as a Service Provider during which the exercise of the
Option would not be in violation of such registration requirements.


7.                                       Restricted Stock.


(a)                                  Grant of Restricted Stock. 
Subject to the terms and provisions of the 2007  Plan, the
Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Service Providers in such amounts as the Administrator, in
its sole discretion, will determine.


(b)                                 Restricted Stock Agreement. 
Each Award of Restricted Stock will be evidenced by an Award Agreement
that will specify the Period of Restriction, the number of Shares granted, and
such other terms and conditions as the Administrator, in its sole discretion,
will determine.  Notwithstanding the
foregoing sentence, during any Fiscal Year no Participant may receive more than
an aggregate of 200,000 Shares of Restricted Stock; provided, however, that in
connection with a Participant’s initial service as an Employee, an Employee may
be granted an aggregate of up to an additional 300,000 Shares of Restricted
Stock.  Unless the Administrator


 


 


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determines otherwise, Shares of Restricted Stock will
be held by the Company as escrow agent until the restrictions on such Shares
have lapsed.


(c)                                  Transferability. 
Except as provided in this Section 7, Shares of Restricted Stock may not
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable Period of Restriction.


(d)                                 Other Restrictions. 
The Administrator, in its sole discretion, may impose such other
restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.


(e)                                  Vesting Requirements. 
Except as otherwise provided in this Section 7, Shares of Restricted
Stock covered by each Restricted Stock grant made under the 2007 Plan will be
released from escrow as soon as practicable after the last day of the Period of
Restriction.  The restrictions will lapse
at a rate determined by the Administrator; provided, however, that except as
otherwise provided in Section 14(c), Shares of Restricted Stock will not vest
more rapidly than one-third (1/3rd) of the total number of Shares of Restricted
Stock subject to an Award each year from the date of grant (or, with respect to
an Award granted to a Participant in connection with or as part of his or her
initial employment with the Company or any Parent or Subsidiary of the Company,
the date a Participant commences employment the Company or any Parent or
Subsidiary of the Company), unless the Administrator determines that the Award
is to vest upon the achievement of performance criteria and the period for
measuring such performance will cover at least twelve (12) months.  Subject to Sections 4(b)(iii) and (vi) and
notwithstanding the foregoing sentence, the Administrator, in its sole
discretion, may provide at the time of or following the date of grant for
accelerated vesting for an Award of Restricted Stock upon or in connection with
a Change in Control or upon or in connection with a Participant’s termination
of service, including, without limitation, due to death, Disability or
Retirement.


(f)                                    Voting Rights. 
During the Period of Restriction, Service Providers holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect
to those Shares, unless the Administrator determines otherwise.


(g)                                 Dividends and Other Distributions. 
During the Period of Restriction, Service Providers holding Shares of
Restricted Stock will be entitled to receive all dividends and other
distributions paid with respect to such Shares unless otherwise provided in the
Award Agreement.  If any such dividends
or distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.


(h)                                 Return of Restricted Stock to Company. 
On the date set forth in the Award Agreement, the Restricted Stock for
which restrictions have not lapsed will revert to the Company and will be
available for grant under the 2007 Plan.


8.                                       Restricted Stock Units.


(a)                                  Grant.  Restricted Stock Units may be granted at any
time and from time to time as determined by the Administrator.  Each Restricted Stock Unit grant will be
evidenced by an Award Agreement that will specify such other terms and
conditions as the Administrator, in its sole discretion, will determine,
including all terms, conditions, and restrictions related to the grant, the


 


 


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number of Restricted Stock
Units and the form of payout, which, subject to Section 8(d), may be left
to the discretion of the Administrator. 
Notwithstanding anything to the contrary in this subsection (a), during
any fiscal year of the Company, no Participant may receive more than an
aggregate of 200,000 Restricted Stock Units; provided, however, that in
connection with a Participant’s initial service as an Employee, an Employee may
be granted an aggregate of up to an additional 300,000 Restricted Stock Units.


(b)                                 Vesting Criteria and Other Terms. 
The Administrator will set vesting criteria in its discretion, which,
depending on the extent to which the criteria are met, will determine the number
of Restricted Stock Units that will be paid out to the Participant ; provided,
however, that except as otherwise provided in Section 14(c), an Award of
Restricted Stock Units will not vest more rapidly than one-third (1/3rd) of the
total number of Restricted Stock Units subject to an Award each year from the
date of grant (or, with respect to an Award granted to a Participant in
connection with or as part of his or her initial employment with the Company or
any Parent or Subsidiary of the Company, the date a Participant commences
employment the Company or any Parent or Subsidiary of the Company), unless the
Administrator determines that the Award is to vest upon the achievement of
performance criteria and the period for measuring such performance will cover
at least twelve (12) months.  Subject to
Sections 4(b)(iii) and (vi) and notwithstanding the foregoing sentence, the
Administrator, in its sole discretion, may provide at the time of or following
the date of grant for accelerated vesting for an Award of Restricted Stock
Units upon or in connection with a Change in Control or upon or in connection
with a Participant’s termination of service, including, without limitation, due
to death, Disability or Retirement.  The
Administrator may set vesting criteria based upon the achievement of
Company-wide, business unit, or individual goals (including, but not limited
to, continued employment), or any other basis determined by the Administrator
in its discretion.


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


(d)                                 Form and Timing
of Payment.  Payment of
earned Restricted Stock Units will be made as soon as practicable after the
date(s) set forth in the Award Agreement. 
The Administrator, in its sole discretion, may pay earned Restricted
Stock Units in cash, Shares, or a combination thereof.


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


9.                                       Stock Appreciation Rights.


(a)                                  Grant of Stock Appreciation Rights. 
Subject to the terms and conditions of the 2007 Plan including, but not
limited to, Sections 4(b)(iii) and (vi) of the 2007 Plan, a Stock Appreciation
Right may be granted to Service Providers at any time and from time to time as
will be determined by the Administrator, in its sole discretion.


 


 


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(b)                                 Number of Shares. 
The Administrator will have complete discretion to determine the number
of Stock Appreciation Rights granted to any Participant, provided that during
any Fiscal Year, no Participant may be granted Stock Appreciation Rights
covering more than 1,000,000 Shares. 
Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted Stock
Appreciation Rights covering up to an additional 1,000,000 Shares.


(c)                                  Exercise Price and Other Terms. 
The Administrator, subject to the provisions of the 2007 Plan, will have
complete discretion to determine the terms and conditions of Stock Appreciation
Rights granted under the 2007 Plan, provided, however, that the exercise
price will be not less than one hundred percent (100%) of the Fair Market Value
of a Share on the date of grant.  The exercise price for a Stock
Appreciation Right may not be reduced without the consent of the Company’s
stockholders.  This will include, without
limitation, a repricing of the Stock Appreciation Right as well as an exchange
program whereby the Participant agrees to cancel an existing Stock Appreciation
Right in exchange for an Option, Stock Appreciation Right or other Award.


(d)                                 Stock Appreciation Right Agreement. 
Each Stock Appreciation Right grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the Stock Appreciation
Right, the conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.


(e)                                  Expiration of Stock Appreciation Rights. 
A Stock Appreciation Right granted under the 2007 Plan will expire upon
the date determined by the Administrator, in its sole discretion, and set forth
in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. 
Notwithstanding the foregoing, the rules of Section 6(e) also will
apply to Stock Appreciation Rights.


(f)                                    Payment of Stock Appreciation Right
Amount.  Upon exercise of a Stock Appreciation Right,
a Participant will be entitled to receive payment from the Company in an amount
determined by multiplying:


(i)                                     The difference between the Fair Market
Value of a Share on the date of exercise over the exercise price; times


(ii)                                  The number of Shares with respect to
which the Stock Appreciation Right is exercised.


At the discretion of the Administrator, the payment
upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent
value, or in some combination thereof.


10.                                 Performance Units and Performance Shares.


(a)                                  Grant of Performance Units/Shares. 
Performance Units and Performance Shares may be granted to Service
Providers at any time and from time to time, as will be determined by the
Administrator, in its sole discretion. 
The Administrator will have complete discretion in determining the
number of Performance Units/Shares granted to each Participant provided that
during any Fiscal Year, (i) no Participant may receive Performance Units having
an initial value greater than $2,000,000, and (ii) no Participant may receive
more than 200,000 Performance Shares.


 


 


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Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted up to an additional 300,000 Performance Shares.


(b)                                 Value of Performance Units/Shares. 
Each Performance Unit will have an initial value that is established by
the Administrator on or before the date of grant.  Each Performance Share will have an initial
value equal to the Fair Market Value of a Share on the date of grant.


(c)                                  Performance Objectives and Other Terms. 
The Administrator will set performance objectives or other vesting
provisions; provided, however, that except as otherwise provided in Section 14(c),
Performance Shares/Units will not vest more rapidly than one-third (1/3rd) of
the total number of Performance Shares/Units subject to an Award each year from
the date of grant (or, with respect to an Award granted to a Participant in
connection with or as part of his or her initial employment with the Company or
any Parent or Subsidiary of the Company, the date a Participant commences
employment the Company or any Parent or Subsidiary of the Company), unless the
Administrator determines that the Award is to vest upon the achievement of
performance criteria and the period for measuring such performance will cover
at least twelve (12) months.  Subject to
Sections 4(b)(iii) and (vi) and notwithstanding the foregoing sentence, the
Administrator, in its sole discretion, may provide at the time of or following
the date of grant for accelerated vesting for an Award of Performance
Shares/Units in connection with a Change in Control or upon or in connection
with a Participant’s termination of service, including, without limitation, due
to death, Disability or Retirement.  The
Administrator may set vesting criteria based upon the achievement of
Company-wide, business unit, or individual goals (including, but not limited
to, continued employment), or any other basis determined by the Administrator
in its discretion.


(d)                                 Earning of Performance Units/Shares. 
After the applicable Performance Period has ended, the holder of
Performance Units/Shares will be entitled to receive a payout of the number of
Performance Units/Shares earned by the Participant over the Performance Period,
to be determined as a function of the extent to which the corresponding
performance objectives or other vesting provisions have been achieved.  After the grant of a Performance Unit/Share,
the Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit/Share.


(e)                                  Form and Timing of Payment of Performance
Units/Shares.  Payment of earned Performance Units/Shares
will be made as soon as practicable after the expiration of the applicable
Performance Period.  The Administrator,
in its sole discretion, may pay earned Performance Units/Shares in the form of
cash, in Shares (which have an aggregate Fair Market Value equal to the value
of the earned Performance Units/Shares at the close of the applicable
Performance Period) or in a combination thereof.


(f)                                    Cancellation of Performance Units/Shares. 
On the date set forth in the Award Agreement, all unearned or unvested
Performance Units/Shares will be forfeited to the Company, and again will be
available for grant under the 2007 Plan.


11.                                 Performance Goals.  The
granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units and other incentives under the 2007
Plan may be made subject to the attainment of performance goals relating to one
or more


 


 


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business criteria within the meaning of Section 162(m)
of the Code and may provide for a targeted level or levels of achievement (“Performance
Goals”).  Performance Goals may fall
within one or more of the following categories:


(a)                                  Financial Measures. 
Cash flow; cash position; earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; earnings per Share;
economic profit; economic value added; equity or stockholder’s equity; market
share; net income; net profit; net sales; operating earnings; operating income;
profit before tax; ratio of debt to debt plus equity; ratio of operating
earnings to capital spending; sales growth; return on net assets; or total
return to stockholders.


(b)                                 Sales and Marketing Measures. 
Number and/or type of design wins, unit, revenue or gross margin/gross
profit goals by market or by customer.


(c)                                  Research and Development Goals. 
Achievement of specific product design, specification or performance
targets.


(d)                                 Production goals. 
Achievement of specific unit, yield or cost reduction targets.


(e)                                  Hiring Goals. 
Recruiting of specified personnel with valuable skills and/or
experience.


Any Performance Goals may be used to measure the
performance of the Company as a whole or one part of the Company’s business and
may be measured relative to a peer group or to an index.  The Performance Goals may differ from
Participant to Participant and from Award to Award.  Prior to the Determination Date, the
Administrator will determine whether any significant element(s) will be
included in or excluded from the calculation of any Performance Goal with
respect to any Participant.  In all other
respects, Performance Goals will be calculated in accordance with the Company’s
financial statements, generally accepted accounting principles, or under a
methodology established by the Administrator prior to the issuance of an Award.


12.                                 Leaves of Absence. 
Unless the Administrator provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence.  A Service Provider will not cease to be an
Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company,
its Parent, or any Subsidiary.  For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
then three (3) months following the 91st day of such leave, any Incentive Stock
Option held by the Participant will cease to be treated as an Incentive Stock
Option and will be treated for tax purposes as a Nonstatutory Stock Option.


13.                                 Transferability of Awards. 
Unless determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Participant, only by the
Participant.  If the Administrator makes
an Award transferable, such Award will contain such additional terms and
conditions as the Administrator deems appropriate.


 


 


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14.                                 Adjustments; Dissolution or Liquidation;
Merger or Change in Control.


(a)                                  Adjustments.  In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or enlargement of the benefits or potential
benefits intended to be made available under the 2007 Plan, shall adjust the
number and class of Shares that may be delivered under the 2007 Plan and/or the
number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits set forth
in Sections 3, 6, 7, 8, 9 and 10.


(b)                                 Dissolution or Liquidation. 
In the event of the proposed dissolution or liquidation of the Company,
the Administrator will notify each Participant as soon as practicable prior to
the effective date of such proposed transaction.  To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of
such proposed action.


(c)                                  Change in Control. 
In the event of a Change in Control, each outstanding Award will be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation (the “Successor
Corporation”).  In the event that the
Successor Corporation refuses to assume or substitute for the Award, the
Participant will fully vest in and have the right to exercise all of his or her
outstanding Options and Stock Appreciation Rights, including Shares as to which
such Awards would not otherwise be vested or exercisable, all restrictions on
Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance
Shares and Performance Units, all Performance Goals or other vesting criteria
will be deemed achieved at target levels and all other terms and conditions met.  In addition, if an Option or Stock
Appreciation Right is not assumed or substituted for in the event of a Change
in Control, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of time determined by the Administrator in its
sole discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.


With respect to Awards granted to Outside Directors
that are assumed or substituted for, if on the date of or following such
assumption or substitution the Participant’s status as a Director or a director
of the Successor Corporation, as applicable, is terminated other than upon a
voluntary resignation by the Participant, then the Participant will fully vest
in and have the right to exercise Options and/or Stock Appreciation Rights as
to all of the Shares subject thereto, including Shares as to which such Awards
would not otherwise be vested or exercisable, all restrictions on Restricted
Stock will lapse, and, with respect to Restricted Stock Units, Performance
Shares and Performance Units, all Performance Goals or other vesting criteria
will be deemed achieved at target levels and all other terms and conditions met.


For the purposes of this subsection (c), an Award will
be considered assumed if, following the Change in Control, the Award confers
the right to purchase or receive, for each Share subject to the Award
immediately prior to the Change in Control, the consideration (whether stock,
cash, or other securities or property) or, in the case of a Stock Appreciation
Right upon the exercise of which the Administrator determines to pay cash or a
Performance Share or Performance Unit


 


 


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which the Administrator can determine to pay in cash,
the fair market value of the consideration received in the merger or Change in
Control by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the Change
in Control is not solely common stock of the Successor Corporation, the
Administrator may, with the consent of the Successor Corporation, provide for
the consideration to be received upon the exercise of an Option or Stock
Appreciation Right or upon the payout of a Performance Share or Performance
Unit, for each Share subject to such Award (or in the case of Performance
Units, the number of implied shares determined by dividing the value of the
Performance Units by the per share consideration received by holders of Common
Stock in the Change in Control), to be solely common stock of the Successor
Corporation equal in fair market value to the per share consideration received
by holders of Common Stock in the Change in Control.


Notwithstanding anything in this Section 14(c) to the
contrary, an Award that vests, is earned or paid-out upon the satisfaction of
one or more Performance Goals will not be considered assumed if the Company or
its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to
reflect the Successor Corporation’s post-Change in Control corporate structure
will not be deemed to invalidate an otherwise valid Award assumption.


15.                                 Tax Withholding


(a)                                  Withholding Requirements. 
Prior to the delivery of any Shares or cash pursuant to an Award (or
exercise thereof), the Company will have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, foreign or other taxes (including
the Participant’s FICA obligation) required to be withheld with respect to such
Award (or exercise thereof).


(b)                                 Withholding Arrangements. 
The Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit a Participant to
satisfy such tax withholding obligation, in whole or in part by (without
limitation) (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value equal to the amount
required to be withheld, (c) delivering to the Company already-owned Shares
having a Fair Market Value equal to the amount required to be withheld, or (d) selling
a sufficient number of Shares otherwise deliverable to the Participant through
such means as the Administrator may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount required to be withheld. 
The amount of the withholding requirement will be deemed to include any
amount which the Administrator agrees may be withheld at the time the election
is made, not to exceed the amount determined by using the maximum federal,
state or local marginal income tax rates applicable to the Participant with
respect to the Award on the date that the amount of tax to be withheld is to be
determined.  The Fair Market Value of the
Shares to be withheld or delivered will be determined as of the date that the
taxes are required to be withheld.


16.                                 No Effect on Employment or Service. 
Neither the 2007 Plan nor any Award will confer upon a Participant any
right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor will they interfere in any way with the
Participant’s right or


 


 


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the Company’s right to terminate such relationship at
any time, with or without cause, to the extent permitted by Applicable Laws.


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


18.                                 Term of 2007 Plan. 
Subject to Section 22  of the 2007
Plan, the 2007 Plan will become effective upon its adoption by the Board.  It will continue in effect for a term of ten
(10) years unless terminated earlier under Section 19  of
the 2007 Plan.


19.                                 Amendment and Termination of the 2007
Plan.


(a)                                  Amendment and Termination. 
The Administrator may at any time amend, alter, suspend or terminate the
2007 Plan.


(b)                                 Stockholder Approval. 
The Company will obtain stockholder approval of any 2007 Plan amendment
to the extent necessary and desirable to comply with Applicable Laws.


(c)                                  Effect of Amendment or Termination. 
No amendment, alteration, suspension or termination of the 2007 Plan
will impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company.  Termination of the 2007 Plan will not affect
the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards granted under the 2007 Plan prior to the date of such
termination.


20.                                 Conditions Upon Issuance of Shares.


(a)                                  Legal Compliance. 
Shares will not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares will
comply with Applicable Laws and will be further subject to the approval of
counsel for the Company with respect to such compliance.


(b)                                 Investment Representations. 
As a condition to the exercise of an Award, the Company may require the
person exercising such Award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.


21.                                 Inability to Obtain Authority. 
The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, will
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority will not have been obtained.


22.                                 Stockholder Approval. 
The 2007 Plan will be subject to approval by the stockholders of the
Company within twelve (12) months after the date the 2007 Plan is adopted.  Such stockholder approval will be obtained in
the manner and to the degree required under Applicable Laws.


 


 


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