SET FORTH IN SECTION 11
OF THE PLAN.
(BB)
"PERFORMANCE PERIOD" MEANS ANY FISCAL YEAR OF THE COMPANY OR SUCH
OTHER PERIOD AS DETERMINED BY THE ADMINISTRATOR IN ITS SOLE DISCRETION.
(CC)
"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.
(DD)
"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.
(EE)
"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.
4
(FF)
"PLAN" MEANS THIS 2006 EQUITY INCENTIVE PLAN.
(GG)
"RESTRICTED STOCK" MEANS SHARES ISSUED PURSUANT TO AN AWARD OF
RESTRICTED STOCK UNDER SECTION 8 OF THE PLAN, OR ISSUED PURSUANT TO THE EARLY
EXERCISE OF AN OPTION.
(HH)
"RESTRICTED STOCK UNIT" MEANS A BOOKKEEPING ENTRY REPRESENTING AN
AMOUNT EQUAL TO THE FAIR MARKET VALUE OF ONE SHARE, GRANTED PURSUANT TO
SECTION 9.
EACH RESTRICTED STOCK UNIT REPRESENTS AN UNFUNDED AND UNSECURED
OBLIGATION OF THE COMPANY.
(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 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 PLAN.
(MM)
"STOCK APPRECIATION RIGHT" MEANS AN AWARD, GRANTED ALONE OR IN
CONNECTION WITH AN OPTION, THAT PURSUANT TO SECTION 7 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 PLAN.
3.
STOCK SUBJECT TO THE PLAN.
(A)
STOCK SUBJECT TO THE PLAN.
SUBJECT TO THE PROVISIONS OF
SECTION 14 OF THE PLAN, THE MAXIMUM AGGREGATE NUMBER OF SHARES THAT MAY BE
AWARDED AND SOLD UNDER THE PLAN IS 3,000,000 SHARES PLUS (I) ANY SHARES WHICH
HAVE BEEN RESERVED BUT NOT ISSUED UNDER THE COMPANY'S 1997 EQUITY INCENTIVE PLAN
(THE "1997 PLAN") AS OF THE DATE OF STOCKHOLDER APPROVAL OF THIS PLAN AND
(II) ANY SHARES SUBJECT TO STOCK OPTIONS OR SIMILAR AWARDS GRANTED UNDER THE
1997 PLAN THAT EXPIRE OR OTHERWISE TERMINATE WITHOUT HAVING BEEN EXERCISED IN
FULL AND SHARES ISSUED PURSUANT TO AWARDS GRANTED UNDER THE 1997 PLAN THAT ARE
FORFEITED TO OR REPURCHASED BY THE