AND RESTATED, THE "PLAN") EFFECTIVE AS OF APRIL 9,
2003, THE DATE OF ITS APPROVAL BY THE STOCKHOLDERS OF THE COMPANY (THE
"EFFECTIVE DATE").
1.2
PURPOSE.
THE PURPOSE OF THE PLAN IS TO ADVANCE THE INTERESTS OF
THE PARTICIPATING COMPANY GROUP AND ITS STOCKHOLDERS BY PROVIDING AN INCENTIVE
TO ATTRACT, RETAIN AND REWARD PERSONS PERFORMING SERVICES FOR THE PARTICIPATING
COMPANY GROUP AND BY MOTIVATING SUCH PERSONS TO CONTRIBUTE TO THE GROWTH AND
PROFITABILITY OF THE PARTICIPATING COMPANY GROUP.
THE PLAN SEEKS TO ACHIEVE
THIS PURPOSE BY PROVIDING FOR AWARDS IN THE FORM OF OPTIONS, STOCK APPRECIATION
RIGHTS, STOCK PURCHASE RIGHTS, STOCK BONUSES, RESTRICTED STOCK UNITS,
PERFORMANCE SHARES AND PERFORMANCE UNITS.
1.3
TERM OF PLAN.
THE PLAN SHALL CONTINUE IN EFFECT UNTIL THE EARLIER
OF ITS TERMINATION BY THE BOARD OR THE DATE ON WHICH ALL OF THE SHARES OF STOCK
AVAILABLE FOR ISSUANCE UNDER THE PLAN HAVE BEEN ISSUED AND ALL RESTRICTIONS ON
SUCH SHARES UNDER THE TERMS OF THE PLAN AND THE AGREEMENTS EVIDENCING AWARDS
GRANTED UNDER THE PLAN HAVE LAPSED.
HOWEVER, ALL INCENTIVE STOCK OPTIONS SHALL
BE GRANTED, IF AT ALL, WITHIN TEN (10) YEARS FROM THE EARLIER OF THE DATE THE
PLAN IS ADOPTED, AS AMENDED, BY THE BOARD OR THE DATE THE PLAN IS DULY APPROVED,
AS AMENDED, BY THE STOCKHOLDERS OF THE COMPANY.
2.
DEFINITIONS AND CONSTRUCTION.
2.1
DEFINITIONS.
WHENEVER USED HEREIN, THE FOLLOWING TERMS SHALL HAVE
THEIR RESPECTIVE MEANINGS SET FORTH BELOW:
(A)
"AFFILIATE" MEANS (I) AN ENTITY, OTHER THAN A PARENT CORPORATION,
THAT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARY ENTITIES, CONTROLS
THE COMPANY OR (II) AN ENTITY, OTHER THAN A SUBSIDIARY CORPORATION, THAT IS
CONTROLLED BY THE COMPANY DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARY ENTITIES.
FOR THIS PURPOSE, THE TERM "CONTROL" (INCLUDING THE TERM
"CONTROLLED BY") MEANS THE POSSESSION, DIRECT OR INDIRECT, OF THE POWER TO
DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE RELEVANT
ENTITY, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR
OTHERWISE; OR SHALL HAVE SUCH OTHER MEANING ASSIGNED SUCH TERM FOR THE PURPOSES
OF REGISTRATION ON FORM S-8 UNDER THE SECURITIES ACT.
(B)
"AWARD" MEANS ANY OPTION, SAR, STOCK PURCHASE RIGHT, STOCK BONUS,
RESTRICTED STOCK UNIT, PERFORMANCE SHARE OR PERFORMANCE UNIT GRANTED UNDER THE
PLAN.
(C)
"AWARD AGREEMENT" MEANS A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND A PARTICIPANT SETTING FORTH THE TERMS, CONDITIONS AND RESTRICTIONS OF THE
AWARD GRANTED TO THE PARTICIPANT.
AN AWARD AGREEMENT MAY BE AN "OPTION
AGREEMENT, AN "SAR
AGREEMENT," A "STOCK PURCHASE AGREEMENT," A "STOCK BONUS AGREEMENT, " A
"RESTRICTED STOCK UNIT AGREEMENT," " A "PERFORMANCE SHARE AGREEMENT" OR A
"PERFORMANCE UNIT AGREEMENT."
(D)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(E)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND
ANY APPLICABLE REGULATIONS PROMULGATED THEREUNDER.
(F)
"COMMITTEE" MEANS THE EXECUTIVE COMPENSATION COMMITTEE OR OTHER
COMMITTEE OF THE BOARD DULY APPOINTED TO ADMINISTER THE PLAN AND HAVING SUCH
POWERS AS SHALL BE SPECIFIED BY THE BOARD.
IF NO COMMITTEE OF