BE MEASURED IN ORDER TO DETERMINE A PARTICIPANT'S
ENTITLEMENT TO RECEIVE PAYMENT OF AN AWARD.
(W)
"PRIOR PLANS" SHALL MEAN THE SOP AND THE
ORIGINAL PLAN.
(X)
"RULE 16B-3" SHALL MEAN RULE 16B-3
PROMULGATED UNDER THE EXCHANGE ACT OR ANY SUCCESSOR TO RULE 16B-3, AS IN EFFECT
FROM TIME TO TIME.
(Y)
"SECURITYHOLDERS AGREEMENT" SHALL MEAN THAT
CERTAIN SECURITYHOLDERS AGREEMENT DATED AS OF JUNE 23, 2003, AMONG THE COMPANY
AND CERTAIN SHAREHOLDERS THEREOF, AS MAY BE AMENDED AND/OR RESTATED FROM TIME TO
TIME.
(Z)
"SUBSIDIARY" SHALL MEAN ANY ENTITY THAT
CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE COMPANY AS MAY BE
DETERMINED BY THE BOARD; PROVIDED, THAT, WITH RESPECT TO INCENTIVE STOCK
OPTIONS, IT SHALL MEAN ANY SUBSIDIARY OF THE COMPANY THAT IS A CORPORATION AND
WHICH AT THE TIME QUALIFIES AS A "SUBSIDIARY CORPORATION" WITHIN THE MEANING OF
SECTION 424(F) OF THE CODE; AND FURTHER PROVIDED THAT, FOR THE PURPOSE OF
ISSUING OPTIONS OR STOCK APPRECIATION RIGHTS, "SUBSIDIARY" MEANS ANY CORPORATION
OR OTHER ENTITY IN A CHAIN OF CORPORATIONS AND/OR OTHER ENTITIES IN WHICH THE
COMPANY HAS A "CONTROLLING INTEREST" WITHIN THE MEANING OF TREAS. REG. §
1.414(C)-2(B)(2)(I), BUT USING THE THRESHOLD OF 50% OWNERSHIP WHEREVER 80%
APPEARS.
3.
SHARES SUBJECT TO THE PLAN.
SUBJECT TO
ADJUSTMENT IN ACCORDANCE WITH SECTION 18, THE TOTAL OF THE NUMBER OF SHARES OF
COMMON STOCK WHICH SHALL BE AVAILABLE FOR THE GRANT OF AWARDS UNDER THE PLAN
SHALL NOT EXCEED 2,750,000* SHARES OF COMMON STOCK, ALL OF WHICH MAY BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS; PROVIDED, THAT, FOR PURPOSES OF THIS
LIMITATION, ANY COMMON STOCK SUBJECT TO AN OPTION WHICH IS CANCELED OR EXPIRES
WITHOUT EXERCISE SHALL AGAIN BECOME AVAILABLE FOR SUBSEQUENT AWARDS UNDER THE
PLAN.
UPON FORFEITURE OF AWARDS IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN
AND THE TERMS AND CONDITIONS OF THE AWARD, SUCH SHARES SHALL AGAIN BE AVAILABLE
FOR SUBSEQUENT AWARDS UNDER THE PLAN.
SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH
SECTION 18, NO EMPLOYEE SHALL BE GRANTED, DURING ANY CALENDAR YEAR, OPTIONS TO
PURCHASE MORE THAN 625,000* SHARES OF COMMON STOCK, AND THE NUMBER OF SHARES OF
COMMON STOCK SUBJECT TO ANY AWARDS OTHER THAN OPTIONS GRANTED TO ANY EMPLOYEE
DURING ANY CALENDAR YEAR SHALL NOT EXCEED 625,000* SHARES.
COMMON STOCK
AVAILABLE FOR ISSUE OR DISTRIBUTION UNDER THE PLAN SHALL BE AUTHORIZED AND
UNISSUED SHARES OR SHARES REACQUIRED BY THE COMPANY IN ANY MANNER.
4.
ADMINISTRATION.
(A)
ADMINISTRATION.
THE PLAN SHALL BE
ADMINISTERED BY THE COMMITTEE.
* REFLECTS AND INCLUDES THE EFFECT OF THE 25-FOR-1 STOCK SPLIT MADE EFFECTIVE
MARCH 10, 2006.
4
(B)
POWERS OF THE COMMITTEE.
THE COMMITTEE
SHALL (I) DETERMINE WHICH OF THE PERSONS ELIGIBLE UNDER THE PLAN SHALL BE
GRANTED AWARDS, (II) DETERMINE THE TYPE OF AWARDS TO BE MADE TO PARTICIPANTS,
(III) DETERMINE THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO AWARDS,
(IV) DETERMINE THE TERMS AND CONDITIONS OF ANY AWARD GRANTED HEREUNDER, WHICH
NEED NOT BE IDENTICAL (INCLUDING, BUT NOT LIMITED TO, ANY