ANY "SUBSIDIARY CORPORATION" AS
DEFINED IN SECTION 424(F) OF THE CODE AND ANY APPLICABLE REGULATIONS PROMULGATED
THEREUNDER OR ANY OTHER ENTITY OF WHICH A MAJORITY OF THE OUTSTANDING VOTING
STOCK OR VOTING POWER IS BENEFICIALLY OWNED DIRECTLY OR INDIRECTLY BY THE
COMPANY.
ARTICLE 3
SHARES SUBJECT TO THE PLAN
3.1
NUMBER OF SHARES.
(A)
SUBJECT TO ARTICLE 11 AND SECTION 3.1(B),
THE AGGREGATE NUMBER OF SHARES OF STOCK WHICH MAY BE ISSUED OR TRANSFERRED
PURSUANT TO AWARDS UNDER THE PLAN SHALL BE THE SUM OF (I) 5,000,000 SHARES AND
(II) ANY SHARES OF STOCK WHICH ARE SUBJECT TO ANY AWARD UNDER THE PRIOR PLAN AS
OF THE EFFECTIVE DATE AND WHICH AWARD THEREAFTER TERMINATES, EXPIRES OR LAPSES
FOR ANY REASON; PROVIDED, HOWEVER, THAT NO MORE THAN 5,000,000 SHARES OF STOCK
MAY BE DELIVERED UPON THE EXERCISE OF INCENTIVE STOCK OPTIONS.
(B)
TO THE EXTENT THAT AN AWARD TERMINATES,
EXPIRES, OR LAPSES FOR ANY REASON, ANY SHARES OF STOCK SUBJECT TO THE AWARD
SHALL AGAIN BE AVAILABLE FOR THE GRANT OF AN AWARD PURSUANT TO THE PLAN.
ADDITIONALLY, ANY SHARES OF STOCK TENDERED OR WITHHELD TO SATISFY THE GRANT OR
EXERCISE PRICE OR TAX WITHHOLDING OBLIGATION PURSUANT TO ANY AWARD SHALL AGAIN
BE AVAILABLE FOR THE GRANT OF AN AWARD PURSUANT TO THE PLAN.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW OR ANY EXCHANGE RULE, SHARES OF STOCK ISSUED IN
ASSUMPTION OF, OR IN SUBSTITUTION FOR, ANY OUTSTANDING AWARDS OF ANY ENTITY
ACQUIRED IN ANY FORM OF COMBINATION BY THE COMPANY OR ANY SUBSIDIARY SHALL NOT
BE COUNTED AGAINST SHARES OF STOCK AVAILABLE FOR GRANT PURSUANT TO THIS PLAN.
THE PAYMENT OF DIVIDEND EQUIVALENTS IN CASH IN CONJUNCTION WITH ANY OUTSTANDING
AWARDS SHALL NOT BE COUNTED AGAINST THE SHARES AVAILABLE FOR ISSUANCE UNDER THE
PLAN.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 3.1(B), NO SHARES OF
COMMON STOCK MAY AGAIN BE OPTIONED, GRANTED OR AWARDED IF SUCH ACTION WOULD
CAUSE AN INCENTIVE STOCK OPTION TO FAIL TO QUALIFY AS AN INCENTIVE STOCK OPTION
UNDER SECTION 422 OF THE CODE.
3.2
STOCK DISTRIBUTED.
ANY STOCK DISTRIBUTED
PURSUANT TO AN AWARD MAY CONSIST, IN WHOLE OR IN PART, OF AUTHORIZED AND
UNISSUED STOCK, TREASURY STOCK OR STOCK PURCHASED ON THE OPEN MARKET.
3.3
LIMITATION ON NUMBER OF SHARES SUBJECT TO
AWARDS.
NOTWITHSTANDING ANY PROVISION IN THE PLAN TO THE CONTRARY, AND SUBJECT
TO ARTICLE 11, THE MAXIMUM NUMBER OF SHARES OF STOCK WITH RESPECT TO ONE OR MORE
4
AWARDS THAT MAY BE GRANTED TO ANY ONE PARTICIPANT DURING ANY ONE CALENDAR YEAR
PERIOD (MEASURED FROM THE DATE OF ANY GRANT) SHALL BE 750,000 AND THE MAXIMUM
AMOUNT THAT MAY BE PAID IN CASH DURING ANY ONE CALENDAR YEAR PERIOD (MEASURED
FROM THE DATE OF ANY PAYMENT) WITH RESPECT TO ANY PERFORMANCE-BASED AWARD
(INCLUDING, WITHOUT LIMITATION, ANY PERFORMANCE BONUS AWARD) SHALL BE $750,000.
ARTICLE 4
ELIGIBILITY AND PARTICIPATION
4.1
ELIGIBILITY.
EACH ELIGIBLE INDIVIDUAL SHALL
BE ELIGIBLE TO BE GRANTED ONE OR MORE AWARDS PURSUANT TO THE PLAN.
4.2
PARTICIPATION.
SUBJECT TO THE PROVISIONS