Amended and Restated 2003 Stock Option Plan



 Exhibit 10.1 
 OPTICAL SENSORS INCORPORATED 
 2003 STOCK OPTION PLAN 
 (As adopted September 11, 2003 and amended May 24, 2006) 
 1. Purpose of Plan. 
 The purpose of the Optical Sensors Incorporated 2003 Stock Option Plan (the
“Plan”) is to advance the interests of Optical Sensors Incorporated (the “Company”) and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals through opportunities for equity
participation in the Company, and to reward those individuals who contribute to the Company’s achievement of its economic objectives. 
 2.
Definitions. 
 The following terms will have the meanings set forth below, unless the context clearly otherwise requires: 

2.1 “Board” means the Company’s Board of Directors. 
 2.2 “Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a
broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the
Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer or their nominee. 
 2.3
“Cause” means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious
nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s overall duties, or (iv) any material breach of any confidentiality or
noncompete agreement entered into with the Company or any Subsidiary. 
 2.4 “Change in Control” means an event described in
Section 9.1 of the Plan. 
 2.5 “Code” means the Internal Revenue Code of 1986, as amended. 
 2.6 “Committee” means the group of individuals administering the Plan, as provided in Section 3 of the Plan. 
 2.7 “Common Stock” means the common stock of the Company, par value $0.01 per share, or the number and kind of shares of stock or other
securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan. 
 2.8 “Disability”
means the disability of the Participant such as would entitle the Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering the Participant or, if no such plan exists or is
applicable to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code. 
 2.9 “Effective Date” means September 11, 2003. 







 2.10 “Eligible Recipients” means all employees (including, without limitation, officers
and directors who are also employees) of the Company or any Subsidiary and all non-employee directors, consultants and independent contractors. 
 2.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 2.12 “Fair Market
Value” means, with respect to the Common Stock, as of any date: (i) the closing sale price of the Common Stock at the end of the regular trading session, if the Common Stock is listed, admitted to unlisted trading privileges, or
reported on any national securities exchange or on the Nasdaq National Market on such date (or, if no shares were traded on such day, as of the next preceding day on which there was such a trade); or (ii) if the Common Stock is not so listed,
admitted to unlisted trading privileges, or reported on any national exchange or on the Nasdaq National Market, the closing bid price as of such date at the end of the regular trading session, as reported by the Nasdaq SmallCap Market, OTC Bulletin
Board, the Bulletin Board Exchange (BBX) or the National Quotation Bureaus, Inc., or other comparable service; or (iii) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith in the exercise of
its reasonable discretion. 
 2.13 “Incentive Stock Option” means a right to purchase Common Stock granted to an Eligible
Recipient pursuant to Section 6 of the Plan that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code. 
 2.14 “Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

 2.15 “Option” means an Incentive Stock Option or a Non-Statutory Stock Option. 
 2.16 “Participant” means an Eligible Recipient who receives one or more Options under the Plan. 
 2.17 “Person” means any individual, corporation, partnership, group, association or other “person” (as such term is used in
Section 14(d) of the Exchange Act), other than the Company, a wholly owned subsidiary of the Company or any employee benefit plan sponsored by the Company or a wholly owned subsidiary of the Company. 
 2.18 “Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Option,
that are to be issued upon the exercise of such Option. 
 2.19 “Retirement” means normal or approved early termination of
employment or service pursuant to and in accordance with the regular retirement/pension plan or practice of the Company or Subsidiary then covering the Participant, provided that if the Participant is not covered by any such plan or practice, the
Participant will be deemed to be covered by the Company’s plan or practice for purposes of this determination. 
 2.20
“Securities Act” means the Securities Act of 1933, as amended. 
 2.21 “Subsidiary” means any entity that
is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee. 
 3. Plan Administration. 
 3.1 The Committee. The Plan will be administered by the Board or by a committee of the
Board. So long as the Company has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist solely of two or more members of the Board who are 








 
“non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. Such a committee, if established, will act by majority approval
of the members (unanimous approval with respect to action by written consent), and a majority of the members of such a committee will constitute a quorum. As used in the Plan, “Committee” will refer to the Board or to such a committee, if
established. To the extent consistent with applicable corporate law of the Company’s jurisdiction of incorporation, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Plan
pursuant to such conditions or limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to Section 16 of the
Exchange Act. The Committee may exercise its duties, power and authority under the Plan in its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically provides otherwise. Each determination,
interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan will be conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for any action or determination
made in good faith with respect to the Plan or any Option granted under the Plan. 
 3.2 Authority of the Committee. 
 (a) In accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of
Options as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of
the Option to be made to each Participant (including the number of shares of Common Stock to be subject to each Option, any exercise price, the manner in which Options will vest or become exercisable) and the form of written agreement, if any,
evidencing such Option; (iii) the time or times when Options will be granted; (iv) the duration of each Option; and (v) the restrictions and other conditions to which the payment or vesting of Options may be subject. In addition, the
Committee will have the authority under the Plan in its sole discretion to pay the economic value of any Option in the form of cash, Common Stock or any combination of both. 
 (b) Subject to Section 3.2(d), below, the Committee will have the authority under the Plan to amend or modify the terms of any
outstanding Option in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of an Option, extend the term of an Option, accelerate the exercisability or vesting or otherwise terminate
any restrictions relating to an Option, accept the surrender of any outstanding Option or, to the extent not previously exercised or vested, authorize the grant of new Options in substitution for surrendered Options; provided, however that the
amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. 
 (c) In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other change in corporate structure or shares; (ii) any purchase, acquisition, sale, disposition or write-down of a
significant amount of assets or a significant business; (iii) any change in accounting principles or practices, tax laws or other such laws or provisions affecting reported results; or (iv) any other similar change, in each case with
respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Option, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving
corporation) may, without the consent of any affected Participant, amend or modify the vesting criteria of any outstanding Option that is based in whole or in part on the financial performance of the Company (or any Subsidiary or division or other
subunit 








 
thereof) or such other entity so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of
the Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors of the surviving corporation) following such event as prior to such event; provided, however, that the amended or
modified terms are permitted by the Plan as then in effect. 
 4. Shares Available for Issuance. 
 4.1 Maximum Number of Shares Available; Certain Restrictions on Awards. Subject to adjustment as provided in Section 4.3 of the Plan, the
maximum number of shares of Common Stock that will be available for issuance under the Plan will be 1,800,000 shares of Common Stock, less (x) the number of shares subject to awards outstanding, as of the effective date of the Plan, under the
Company’s 1989 Omnibus Stock Option Plan, as amended, and the Company’s Amended and Restated 1993 Stock Option Plan, as amended, plus (y) the number of shares in the foregoing clause (x) which are not thereafter issued or are
forfeited and which would otherwise have become available for issuance under the terms of such plans, or such greater number as may be approved by the Board pursuant to this Section 4.1. Notwithstanding any other provision of the Plan to the
contrary, no Participant in the Plan may be granted, during any calendar year, Options relating to more than an aggregate of 100,000 shares of Common Stock, in each case subject to adjustment as provided in Section 4.3 of the Plan. To the
extent permitted by applicable corporate law, the shares available for issuance under the Plan may, at the election of the Committee, be either treasury shares or shares authorized but unissued, and, if treasury shares are used, all references in
the Plan to the issuance of shares will, for corporate law purposes, be deemed to mean the transfer of shares from treasury. 
 4.2
Accounting for Options. Shares of Common Stock that are issued under the Plan or that are subject to outstanding Options will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan;
provided, however, that shares subject to an Option that lapses, expires, is forfeited or for any reason is terminated unexercised or unvested or is settled or paid in cash or any form other than shares of Common Stock will automatically again
become available for issuance under the Plan. To the extent that the exercise price of any Option and/or associated tax withholding obligations are paid by tender or attestation as to ownership of Previously Acquired Shares, or to the extent that
such tax withholding obligations are satisfied by withholding of shares otherwise issuable upon exercise of the Option, only the number of shares of Common Stock issued net of the number of shares tendered, attested to or withheld will be applied to
reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. 
 4.3 Adjustments to Shares and
Options. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a
spin-off) or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash) available for issuance or payment under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants, the number and kind of securities or other property (including cash) subject to outstanding Options and the exercise price of outstanding Options. 
 5. Participation. 
 Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have
contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Options, 








 
singly or in combination or in tandem with other Options, as may be determined by the Committee in its sole discretion. Options will be deemed to be granted
as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant. 
 6.
Options. 
 6.1 Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject
to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a
Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option will
continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option. 
 6.2 Exercise
Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee in its discretion at the time of the Option grant; provided, however, that such price will not be less than 100% of the Fair
Market Value of one share of Common Stock on the date of grant with respect to any Option (110% of the Fair Market Value with respect to an Incentive Stock Option if, at the time such Incentive Stock Option is granted, the Participant owns, directly
or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company). 
 6.3 Exercisability and Duration. An Option will become exercisable at such times and in such installments and upon such terms and conditions as may be determined by the Committee in its sole discretion at the
time of grant (including without limitation that the Participant remain in the continuous employ or service of the Company or a Subsidiary for a certain period); provided, however, that no Option may be exercisable prior to six months from its date
of grant (other than as provided in Section 7.1 of the Plan) or after 10 years from its date of grant (five years from its date of grant in the case of an Incentive Stock Option if, at the time the Incentive Stock Option is granted, the
Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company). 
 6.4 Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker
Exercise Notice, by tender, or attestation as to ownership, of Previously Acquired Shares that have been held for the period of time necessary to avoid a charge to the Company’s earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, or by a combination of such methods. For purposes of such payment, Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the exercise date. 
 6.5 Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained in
the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company at its principal executive office in Minneapolis, Minnesota and by
paying in full the total exercise price for the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan. 







 7. Effect of Termination of Employment or Other Service. 
 7.1 Termination Due to Death or Disability. Subject to Section 7.5 of the Plan, in the event a Participant’s employment or other service
with the Company and all Subsidiaries is terminated by reason of death or Disability all outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable for a period of one (1) year
after such termination (but in no event after the expiration date of any such Option). Options not exercisable as of Death or Disability will be forfeited and terminate. 
 7.2 Termination Due to Retirement. Subject to Section 7.5 of the Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of
Retirement all outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable for a period of three (3) months after such termination (but in no event after the expiration date of any
such Option). Options not exercisable as of such Retirement will be forfeited and terminate. 
 7.3 Termination for Reasons Other than
Death, Disability or Retirement. Subject to Section 7.5 of the Plan, in the event a Participant’s employment or other service is terminated with the Company and all Subsidiaries for any reason other than death, Disability or
Retirement, or a Participant is in the employ of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the employ of the Company or another Subsidiary) all outstanding Options then held by the
Participant will, to the extent exercisable as of such termination, remain exercisable in full for a period of three (3) months after such termination (but in no event after the expiration date of any such Option). Options not exercisable as of
such termination will be forfeited and terminate. 
 7.4 Modification of Rights Upon Termination. Notwithstanding the other provisions
of this Section 7, upon a Participant’s termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which may be exercised at any time on or after the date of grant,
including following such termination), cause Options (or any part thereof) then held by such Participant to become or continue to become exercisable and/or remain exercisable following such termination of employment or service, in each case in the
manner determined by the Committee; provided, however, that no Option will become exercisable or vest prior to six months from its date of grant (unless such exercisability or vesting is by reason of death or Disability), and no Option may remain
exercisable or continue to vest for more than two years beyond the date such Option would have terminated if not for the provisions of this Section 7.4 but in no event beyond its expiration date. 
 7.5 Effects of Actions Constituting Cause. Notwithstanding anything in the Plan to the contrary, in the event that a Participant is determined by
the Committee, acting in its sole discretion, to have committed any action which would constitute Cause as defined in Section 2.3, irrespective of whether such action or the Committee’s determination occurs before or after termination of
such Participant’s employment or service with the Company or any Subsidiary, all rights of the Participant under the Plan and any agreements evidencing an Option then held by the Participant shall terminate and be forfeited without notice of
any kind. The Company may defer the exercise of any Option for a period of up to forty-five (45) days in order for the Committee to make any determination as to the existence of Cause. 
 7.6 Determination of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a
Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the Subsidiary for which the Participant provides employment or
service, as determined by the Committee in its sole discretion based upon such records. 







 8. Payment of Withholding Taxes. 
 8.1 General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a
Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment-related tax requirements attributable to an Option, including,
without limitation, the grant, or exercise or vesting of, an Option or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to
the Company before taking any action, including issuing any shares of Common Stock, with respect to an Option. 
 8.2 Special Rules.
The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 8.1
of the Plan by electing to tender, or by attestation as to ownership of, Previously Acquired Shares that have been held for the period of time necessary to avoid a charge to the Company’s earnings for financial reporting purposes and that are
otherwise acceptable to the Committee, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant’s withholding or employment-related tax obligation, Previously Acquired Shares tendered or
covered by an attestation will be valued at their Fair Market Value. 
 9. Change in Control. 
 9.1 Change in Control. For purposes of this Article 9, a “Change in Control” is the occurrence of any of the following on or after the
Effective Date: 
 (a) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the
assets of the Company, in one transaction or in a series of related transactions, to any Person; 
 (b) the sale, lease,
exchange or other transfer, directly or indirectly, of the assets comprising the Company’s CapnoProbe Product Line, in one transaction or in a series of related transactions, to any Person; 
 (c) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; 

(d) any Person, other than Hayden R. Fleming, Circle F Ventures, LLC, a Georgia limited liability company, Circle F Ventures II, LLC, a
Georgia limited liability company, or any of their Affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (a) 20 percent or more, but not more than 50
percent, of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been approved in advance by the “continuity
directors,” as defined at Subsection (b), or (b) more than 50 percent of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by
the continuity directors); 
 (e) a merger or consolidation to which the Company is a party if the shareholders of the Company
immediately prior to the effective date of such merger or consolidation have, solely on account of ownership of securities of the Company at such time, “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately
following the effective date of such merger or consolidation of securities of the surviving company representing (a) 50 percent or more, but not more than 80 percent, of the combined voting power of the surviving corporation’s then
outstanding 








 
securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the continuity
directors, or (b) less than 50 percent of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the continuity
directors); 
 (f) the continuity directors cease for any reason to constitute at least a majority the Board; or 

(g) a change in control of a nature that is determined by outside legal counsel to the Company, in a written opinion specifically
referencing this provision of the Plan, to be required to be reported (assuming such event has not been “previously reported”) pursuant to section 13 or 15(d) of the Exchange Act, whether or not the Company is then subject to such
reporting requirement, as of the effective date of such change in control. 
 9.2 Continuity Directors For purposes of this
Section 9.1, “continuity director” means any individual who is a member of the Board on the Effective Date, while he or she is a member of the Board, and any individual who subsequently becomes a member of the Board whose election or
nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors who are continuity directors (either by a specific vote or by approval of the proxy statement of the Company in which such
individual is named as a nominee for director without objection to such nomination). For example, if a majority of the three individuals constituting the Board on the Effective Date, approved a proxy statement in which two different individuals were
nominated to replace two of the individuals who were members of the Board on the Effective Date, upon their election by the Company’s shareholders, the two newly elected directors would join the one remaining director who was a member of the
Board on the Effective Date as continuity directors. Individuals subsequently joining the Board could become continuity directors under the principles reflected in this example. 
 9.3 Acceleration of Vesting. If a Change of Control of the Company shall occur, then, without any action by the Committee or the Board, all
outstanding Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, regardless of whether the employment or other status of the Participants with respect to which Options have been granted
shall continue with the Company or any subsidiary. 
 9.4 Cash Payment. If a Change in Control of the Company occurs, then the
Committee, if approved by the Committee in its sole discretion either in an agreement evidencing an Option at the time of grant or at any time after the grant of an Option, and without the consent of any Participant affected thereby, may determine
that: 
 (a) some or all Participants holding outstanding Options will receive, with respect to some or all of the shares of
Common Stock subject to such Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value of such shares immediately prior to the effective date of such Change in
Control of the Company over the exercise price per share of such Options; and 
 (b) any Options which, as of the effective
date of any such Change in Control, are “underwater” (as defined in Section 3.2(d)) shall terminate as of the effective date of any such Change in Control. 
 9.5 Limitation on Change in Control Payments. Notwithstanding anything in Section 9.3 or 9.4 of the Plan to the contrary, if, with respect to a Participant, the acceleration of the exercisability of an
Option as 








 
provided in Section 9.3 or the payment of cash in exchange for all or part of an Option as provided in Section 9.4 (which acceleration or payment
could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” that such Participant has the right to receive from the Company or any corporation that is a member of an
“affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in
Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section 9.3 or 9.4 of the Plan will be reduced to the largest amount as will result in no portion of such “payments” being subject to
the excise tax imposed by Section 4999 of the Code; provided, that such reduction shall be made only if the aggregate amount of the payments after such reduction exceeds the difference between (A) the amount of such payments absent such
reduction minus (B) the aggregate amount of the excise tax imposed under Section 4999 of the Code attributable to any such excess parachute payments. Notwithstanding the foregoing sentence, if a Participant is subject to a separate
agreement with the Company or a Subsidiary which specifically provides that payments attributable to one or more forms of employee stock incentives or to payments made in lieu of employee stock incentives will not reduce any other payments under
such agreement, even if it would constitute an excess parachute payment, or provides that the Participant will have the discretion to determine which payments will be reduced in order to avoid an excess parachute payment, then the limitations of
this Section 9.5 will, to that extent, not apply. 
 10. Rights of Eligible Recipients and Participants; Transferability. 
 10.1 Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary. 
 10.2 Rights as a Stockholder. As a holder of Options, a Participant will have no rights as a stockholder unless and until such Options are
exercised for, or paid in the form of, shares of Common Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment will be made for dividends or distributions with respect to such
Options as to which there is a record date preceding the date the Participant becomes the holder of record of such shares, except as the Committee may determine in its discretion. 
 10.3 Restrictions on Transfer. 
 (a) Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections (b) and (c) below, no right or interest of any Participant in an Option
prior to the exercise of such Option will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. 
 (b) A Participant will be entitled to designate a beneficiary to receive an Option upon such Participant’s death, and in the event of
such Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of any Options (to the extent permitted pursuant to Section 7 of the Plan) may be made by, such beneficiary. If a deceased Participant has
failed to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive the Participant, payment of any amounts due under the Plan will be made to, and exercise of any Options (to the extent permitted pursuant to
Section 8 of the Plan) may be made by, the Participant’s legal representatives, heirs and legatees. If a deceased Participant has designated a beneficiary and such beneficiary survives the Participant but dies before complete payment of
all amounts due under the Plan or exercise of all exercisable Options, then such payments will be made to, and the exercise of such Options may be made by, the legal representatives, heirs and legatees of the beneficiary. 







 (c) Upon a Participant’s request, the Committee may, in its sole discretion, permit
a transfer of all or a portion of a Non-Statutory Stock Option, other than for value, to such Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, any person sharing such Participant’s household (other than a tenant or employee), a trust in which any of the foregoing have more than fifty percent of the
beneficial interests, a foundation in which any of the foregoing (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests. Any
permitted transferee will remain subject to all the terms and conditions applicable to the Participant prior to the transfer. A permitted transfer may be conditioned upon such requirements as the Committee may, in its sole discretion, determine,
including, but not limited to execution and/or delivery of appropriate acknowledgements, opinion of counsel, or other documents by the transferee. 
 10.4 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board
to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable. 
 11. Securities Law and Other
Restrictions. 
 Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not
be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Options granted under the Plan, unless (a) there is in effect
with respect to such shares a registration statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such registration under the Securities Act and applicable state or foreign
securities laws, and (b) there has been obtained any other consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such
issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company
in order to comply with such securities law or other restrictions. 
 12. Plan Amendment, Modification and Termination. 
 The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Options under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no such amendments to the
Plan will be effective without approval of the Company’s stockholders if stockholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or Nasdaq or similar regulatory body
that are applicable to the Company. No termination, suspension or amendment of the Plan may adversely affect any outstanding Option without the consent of the affected Participant; provided, however, that this sentence will not impair the right of
the Committee to take whatever action it deems appropriate under Sections 3.2(c), 4.3 and 9 of the Plan. 







 13. Effective Date and Duration of the Plan. 
 The Plan is effective as of the Effective Date. The Plan will terminate at midnight on September 10, 2013, and may be terminated prior to such time
by Board action. No Option will be granted after termination of the Plan. Options outstanding upon termination of the Plan may continue to be exercised, or become free of restrictions, according to their terms. 
 14. Miscellaneous. 
 14.1 Governing Law. Except
to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction,
interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Minnesota, notwithstanding the conflicts of
laws principles of any jurisdictions. 
 14.2 Successors and Assigns. The Plan will be binding upon and inure to the benefit of the
successors and permitted assigns of the Company and the Participants.