QUALIFY AS AN INCENTIVE STOCK OPTION.
(Z)
"OFFICER" MEANS A PERSON WHO IS AN OFFICER
OF THE COMPANY OR A RELATED ENTITY WITHIN THE MEANING OF SECTION 16 OF THE
EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(AA)
"OPTION" MEANS AN OPTION TO PURCHASE SHARES
PURSUANT TO AN AWARD AGREEMENT GRANTED UNDER THE PLAN.
(BB)
"PARENT" MEANS A "PARENT CORPORATION", WHETHER NOW
OR HEREAFTER EXISTING, AS DEFINED IN SECTION 424(E) OF THE CODE.
(CC)
"PERFORMANCE-BASED COMPENSATION" MEANS
COMPENSATION QUALIFYING AS "PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M)
OF THE CODE.
(DD)
"PLAN" MEANS THIS 2006 STOCK INCENTIVE PLAN.
(EE)
"RELATED ENTITY" MEANS ANY PARENT OR SUBSIDIARY
OF THE COMPANY.
(FF)
"REPLACED" MEANS THAT PURSUANT TO A
CORPORATE TRANSACTION THE AWARD IS REPLACED WITH A COMPARABLE STOCK AWARD OR A
CASH INCENTIVE PROGRAM OF THE COMPANY, THE SUCCESSOR ENTITY (IF APPLICABLE) OR
PARENT OF EITHER OF THEM WHICH PRESERVES THE COMPENSATION ELEMENT OF SUCH AWARD
EXISTING AT THE TIME OF THE CORPORATE TRANSACTION AND PROVIDES FOR SUBSEQUENT
PAYOUT IN ACCORDANCE WITH THE SAME (OR A MORE FAVORABLE) VESTING
SCHEDULE APPLICABLE TO SUCH AWARD. THE DETERMINATION OF AWARD COMPARABILITY
SHALL BE MADE BY THE ADMINISTRATOR AND ITS DETERMINATION SHALL BE FINAL, BINDING
AND CONCLUSIVE.
(GG)
"RESTRICTED STOCK" MEANS SHARES ISSUED UNDER THE
PLAN TO THE GRANTEE FOR SUCH CONSIDERATION, IF ANY, AND SUBJECT TO SUCH
RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL, REPURCHASE PROVISIONS,
FORFEITURE PROVISIONS, AND OTHER TERMS AND CONDITIONS AS ESTABLISHED BY THE
ADMINISTRATOR.
(HH)
"RESTRICTED STOCK UNITS" MEANS AN AWARD WHICH
MAY BE EARNED IN WHOLE OR IN PART UPON THE PASSAGE OF TIME OR THE ATTAINMENT OF
PERFORMANCE CRITERIA ESTABLISHED BY THE ADMINISTRATOR AND WHICH MAY BE SETTLED
FOR CASH, SHARES OR OTHER SECURITIES OR A COMBINATION OF CASH, SHARES OR OTHER
SECURITIES AS ESTABLISHED BY THE ADMINISTRATOR.
(II)
"RULE 16B-3" MEANS RULE 16B-3 PROMULGATED
UNDER THE EXCHANGE ACT OR ANY SUCCESSOR THERETO.
(JJ)
"SAR" MEANS A STOCK APPRECIATION RIGHT
ENTITLING THE GRANTEE TO SHARES OR CASH COMPENSATION, AS ESTABLISHED BY THE
ADMINISTRATOR, MEASURED BY APPRECIATION IN THE VALUE OF COMMON STOCK.
(KK)
"SHARE" MEANS A SHARE OF THE COMMON STOCK.
5
(LL)
"SUBSIDIARY" MEANS A "SUBSIDIARY
CORPORATION", WHETHER NOW OR HEREAFTER EXISTING, AS DEFINED IN SECTION 424(F) OF
THE CODE.
3.
STOCK SUBJECT TO THE PLAN.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 10,
BELOW, THE MAXIMUM AGGREGATE NUMBER OF SHARES WHICH MAY BE ISSUED PURSUANT TO
ALL AWARDS (INCLUDING INCENTIVE STOCK OPTIONS) IS 1,500,000 SHARES. IN ADDITION,
DIVIDEND EQUIVALENT RIGHTS SHALL BE PAYABLE SOLELY IN CASH AND THEREFORE THE
ISSUANCE OF DIVIDEND EQUIVALENT RIGHTS SHALL NOT BE DEEMED TO REDUCE THE MAXIMUM
AGGREGATE NUMBER OF SHARES WHICH MAY BE ISSUED UNDER THE PLAN. SARS PAYABLE IN
SHARES SHALL REDUCE THE MAXIMUM AGGREGATE NUMBER OF SHARES WHICH MAY BE ISSUED
UNDER THE PLAN ONLY BY THE NET NUMBER OF ACTUAL SHARES ISSUED TO THE GRANTEE
UPON EXERCISE OF THE SAR. THE SHARES TO BE ISSUED PURSUANT TO AWARDS MAY BE
AUTHORIZED, BUT UNISSUED, OR REACQUIRED COMMON