grant of Incentive Stock Options, Nonstatutory Stock
Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance Units, Performance Shares and other stock or cash awards as the
Administrator may determine.
3.
STOCK SUBJECT TO THE 2007 PLAN.
(A)
STOCK SUBJECT TO THE 2007 PLAN.
SUBJECT TO
THE PROVISIONS OF SECTION 14 OF THE 2007 PLAN, THE MAXIMUM AGGREGATE NUMBER OF
SHARES THAT MAY BE AWARDED AND SOLD UNDER THE 2007 PLAN IS 6,000,000 SHARES,
PLUS ANY SHARES SUBJECT TO STOCK OPTIONS OR SIMILAR AWARDS GRANTED UNDER THE
COMPANY'S 2000 STOCK PLAN (THE "2000 PLAN") THAT EXPIRE OR OTHERWISE TERMINATE
WITHOUT HAVING BEEN EXERCISED IN FULL AND SHARES ISSUED PURSUANT TO AWARDS
GRANTED UNDER THE 2000 PLAN THAT ARE FORFEITED TO OR REPURCHASED BY THE COMPANY,
WITH THE MAXIMUM NUMBER OF SHARES TO BE ADDED TO THE 2007 PLAN PURSUANT TO SUCH
TERMINATIONS, FORFEITURES AND REPURCHASES NOT TO EXCEED 2,900,000.
4
SHARES; PROVIDED, HOWEVER, THAT THE MAXIMUM NUMBER OF SHARES THAT MAY RETURN TO
THE 2007 PLAN FROM CANCELLED AWARDS UNDER THE 2007 PLAN AND THE 2000 PLAN
PURSUANT TO THE OPTION EXCHANGE PROGRAM APPROVED BY THE STOCKHOLDERS AT THE
COMPANY'S 2009 ANNUAL MEETING OF STOCKHOLDERS (THE "EXCHANGE PROGRAM") WILL BE
2,900,000 SHARES AFTER TAKING INTO ACCOUNT THE REPLACEMENT AWARDS GRANTED
PURSUANT TO THE EXCHANGE PROGRAM.
THE SHARES MAY BE AUTHORIZED, BUT UNISSUED,
OR REACQUIRED COMMON STOCK.
(B)
FULL VALUE AWARDS.
ANY SHARES SUBJECT TO
AWARDS GRANTED WITH AN EXERCISE PRICE LESS THAN THE FAIR MARKET VALUE ON THE
DATE OF GRANT OF SUCH AWARDS WILL BE COUNTED AGAINST THE NUMERICAL LIMITS OF
THIS SECTION 3 AS 1.6 SHARES FOR EVERY ONE SHARE SUBJECT THERETO.
FURTHER, IF
SHARES ACQUIRED PURSUANT TO ANY SUCH AWARD ARE FORFEITED TO OR REPURCHASED BY
THE COMPANY AND WOULD OTHERWISE RETURN TO THE 2007 PLAN PURSUANT TO
SECTION 3(C), 1.6 TIMES THE NUMBER OF SHARES SO FORFEITED OR REPURCHASED WILL
RETURN TO THE 2007 PLAN AND WILL AGAIN BECOME AVAILABLE FOR ISSUANCE.
(C)
LAPSED AWARDS.
IF AN AWARD EXPIRES OR
BECOMES UNEXERCISABLE WITHOUT HAVING BEEN EXERCISED IN FULL, OR, WITH RESPECT TO
RESTRICTED STOCK, RESTRICTED STOCK UNITS, PERFORMANCE SHARES OR PERFORMANCE
UNITS, IS FORFEITED TO OR REPURCHASED BY THE COMPANY, THE UNPURCHASED SHARES (OR
FOR AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS, THE FORFEITED OR
REPURCHASED SHARES) WHICH WERE SUBJECT THERETO WILL BECOME AVAILABLE FOR FUTURE
GRANT OR SALE UNDER THE 2007 PLAN (UNLESS THE 2007 PLAN HAS TERMINATED).
WITH
RESPECT TO STOCK APPRECIATION RIGHTS, ALL OF THE SHARES COVERED BY THE AWARD
(THAT IS, SHARES ACTUALLY ISSUED PURSUANT TO A STOCK APPRECIATION RIGHT, AS WELL
AS THE SHARES THAT REPRESENT PAYMENT OF THE EXERCISE PRICE) SHALL CEASE TO BE
AVAILABLE UNDER THE 2007 PLAN.
HOWEVER, SHARES THAT HAVE ACTUALLY BEEN ISSUED
UNDER THE 2007 PLAN UNDER ANY AWARD WILL NOT BE RETURNED TO THE 2007 PLAN AND
WILL NOT BECOME AVAILABLE FOR FUTURE DISTRIBUTION UNDER THE 2007 PLAN; PROVIDED,
HOWEVER, THAT IF UNVESTED SHARES OF RESTRICTED STOCK, RESTRICTED STOCK UNITS,
PERFORMANCE SHARES