DIRECTORS HAS GRANTED A RESTRICTED STOCK UNIT PURSUANT TO SECTION 7.
(U)
"PURCHASE PRICE" SHALL MEAN THE CONSIDERATION FOR WHICH ONE SHARE
MAY BE ACQUIRED UNDER THE PLAN (OTHER THAN UPON EXERCISE OF AN OPTION), AS
SPECIFIED BY THE BOARD OF DIRECTORS.
(V)
"PURCHASER" SHALL MEAN AN INDIVIDUAL TO WHOM THE BOARD OF
DIRECTORS HAS OFFERED THE RIGHT TO ACQUIRE SHARES UNDER THE PLAN (OTHER THAN
UPON EXERCISE OF AN OPTION).
(W)
"RESTRICTED STOCK UNIT" SHALL MEAN A BOOKKEEPING ENTRY REPRESENTING
A RIGHT GRANTED TO A PARTICIPANT PURSUANT TO SECTION 7 OF THE PLAN TO RECEIVE A
SHARE OF STOCK ON A DATE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION
7 AND THE PARTICIPANT'S RESTRICTED STOCK UNITS AGREEMENT.
(X)
"RESTRICTED STOCK UNITS AGREEMENT" SHALL MEAN A WRITTEN AGREEMENT
BETWEEN THE COMPANY AND A PARTICIPANT WHO IS GRANTED RESTRICTED STOCK UNITS
UNDER THE PLAN WHICH CONTAINS THE TERMS, CONDITIONS AND RESTRICTIONS PERTAINING
TO THE ACQUISITION OF SUCH AWARD.
(Y)
"RULE 16B-3" SHALL MEAN RULE 16B-3 UNDER THE EXCHANGE ACT, AS
AMENDED FROM TIME TO TIME, OR ANY SUCCESSOR RULE OR REGULATION.
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(Z)
"SECTION 162(M)" SHALL MEAN SECTION 162(M) OF THE CODE.
(AA)
"SERVICE" SHALL MEAN SERVICE AS AN EMPLOYEE, OUTSIDE DIRECTOR OR
CONSULTANT.
SERVICE SHALL NOT BE DEEMED TO HAVE TERMINATED MERELY BECAUSE OF A
CHANGE IN THE CAPACITY IN WHICH AN INDIVIDUAL RENDERS SERVICE TO THE COMPANY (OR
ANY PARENT OR SUBSIDIARY) OR A CHANGE IN THE CORPORATION FOR WHICH THE
INDIVIDUAL RENDERS SUCH SERVICE, PROVIDED THAT THERE IS NO INTERRUPTION OR
TERMINATION OF THE INDIVIDUAL'S SERVICE.
(BB)
"SHARE" SHALL MEAN ONE SHARE OF STOCK, AS ADJUSTED IN ACCORDANCE
WITH SECTION 9 (IF APPLICABLE).
(CC)
"STOCK" SHALL MEAN THE COMMON STOCK OF THE COMPANY.
(DD)
"STOCK OPTION AGREEMENT" SHALL MEAN THE AGREEMENT BETWEEN THE
COMPANY AND AN OPTIONEE WHICH CONTAINS THE TERMS, CONDITIONS AND RESTRICTIONS
PERTAINING TO THE OPTIONEE'S OPTION.
(EE)
"STOCK PURCHASE AGREEMENT" SHALL MEAN THE AGREEMENT BETWEEN THE
COMPANY AND A PURCHASER WHO ACQUIRES SHARES UNDER THE PLAN WHICH CONTAINS THE
TERMS, CONDITIONS AND RESTRICTIONS PERTAINING TO THE ACQUISITION OF SUCH SHARES.
(FF)
"SUBSIDIARY" MEANS ANY CORPORATION (OTHER THAN THE COMPANY) IN AN
UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE COMPANY, IF EACH OF THE
CORPORATIONS OTHER THAN THE LAST CORPORATION IN THE UNBROKEN CHAIN OWNS STOCK
POSSESSING 50% OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF
STOCK IN ONE OF THE OTHER CORPORATIONS IN SUCH CHAIN.
A CORPORATION THAT
ATTAINS THE STATUS OF A SUBSIDIARY ON A DATE AFTER THE ADOPTION OF THE PLAN
SHALL BE CONSIDERED A SUBSIDIARY COMMENCING AS OF SUCH DATE.
14.
EXECUTION.
The undersigned hereby certifies that the foregoing is the bebe stores, inc.
1997 Stock Plan as amended.
bebe stores, inc.
By:
Title:
President
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PLAN HISTORY
June 26, 1997
Plan adopted by the Company's Board of Directors with a share reserve of
1,000,000 shares
July 15, 1997
Plan approved by the Company's shareholders
April 6, 1998
Plan amended and restated by the Company's