SUCH COMMITTEE OR THE BOARD.
(C)
DELEGATION TO EXECUTIVE OFFICERS.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE BOARD MAY DELEGATE TO ONE OR MORE EXECUTIVE OFFICERS OF THE
COMPANY THE POWER TO GRANT AWARDS AND EXERCISE SUCH OTHER POWERS UNDER THE PLAN
AS THE BOARD MAY DETERMINE, PROVIDED THAT THE BOARD SHALL FIX THE MAXIMUM NUMBER
OF AWARDS TO BE GRANTED AND THE MAXIMUM NUMBER OF SHARES ISSUABLE TO ANY ONE
PARTICIPANT PURSUANT TO AWARDS GRANTED BY SUCH EXECUTIVE OFFICERS.
3.
Stock Available for Awards
(A)
TYPE OF SECURITY; NUMBER OF SHARES.
SUBJECT TO ADJUSTMENT UNDER
SECTION 3(D), THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY (THE
"COMMON STOCK")
THAT MAY BE ISSUED PURSUANT TO THE PLAN SHALL NOT EXCEED, IN
THE AGGREGATE, THE SUM OF (I) THE NUMBER OF SHARES REMAINING AVAILABLE FOR
ISSUANCE UNDER THE 2000 PLAN AS OF THE EFFECTIVE DATE, (II) THE NUMBER OF SHARES
THAT ARE ISSUABLE PURSUANT TO AWARDS OUTSTANDING UNDER THE 2000 PLAN AS OF THE
EFFECTIVE DATE AND, BUT FOR THIS PROVISION, WOULD HAVE OTHERWISE REVERTED TO THE
SHARE RESERVE OF THE 2000 PLAN PURSUANT TO THE PROVISIONS THEREOF, AND (III) AN
ADDITIONAL 2,600,000 SHARES (THE SUM OF (I), (II) AND (III) BEING REFERRED TO
HEREIN AS THE "TOTAL SHARE RESERVE").
IF ANY AWARD EXPIRES, OR IS TERMINATED,
SURRENDERED OR FORFEITED, IN WHOLE OR IN PART, THE UNISSUED COMMON STOCK COVERED
BY SUCH AWARD SHALL AGAIN BE AVAILABLE FOR THE GRANT OF AWARDS UNDER THE PLAN.
IF SHARES OF COMMON STOCK ISSUED PURSUANT TO THE PLAN ARE REPURCHASED BY, OR ARE
SURRENDERED OR FORFEITED TO, THE COMPANY AT NO MORE THAN COST, SUCH SHARES OF
COMMON STOCK SHALL AGAIN BE AVAILABLE FOR THE GRANT OF AWARDS UNDER THE PLAN;
PROVIDED, HOWEVER, THAT THE CUMULATIVE NUMBER OF SUCH SHARES THAT MAY BE SO
REISSUED UNDER THE PLAN WILL NOT EXCEED THE TOTAL SHARE RESERVE.
SHARES ISSUED
UNDER THE PLAN MAY CONSIST IN WHOLE OR IN PART OF AUTHORIZED BUT UNISSUED SHARES
OR TREASURY SHARES.
IF ANY SHARES SUBJECT TO AN AWARD ARE NOT DELIVERED TO A
PARTICIPANT BECAUSE THE AWARD IS EXERCISED THROUGH A REDUCTION OF SHARES SUBJECT
TO THE AWARD (I.E., "NET EXERCISED"), THE NUMBER OF SHARES THAT ARE NOT
DELIVERED TO THE PARTICIPANT SHALL NOT REMAIN AVAILABLE FOR ISSUANCE UNDER THE
PLAN.
ALSO, ANY SHARES REACQUIRED BY THE COMPANY AS CONSIDERATION FOR THE
EXERCISE OF AN OPTION SHALL NOT AGAIN BECOME AVAILABLE FOR ISSUANCE UNDER THE
PLAN.
(B)
PER-PARTICIPANT LIMIT.
SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH
SECTION 3(D), NO PARTICIPANT MAY BE GRANTED AWARDS DURING ANY ONE FISCAL YEAR
WITH RESPECT TO MORE THAN 300,000 SHARES OF COMMON STOCK.
(C)
FUNGIBLE SHARE RESERVE.
EFFECTIVE MAY 5, 2009, THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL BE REDUCED BY: (I) ONE SHARE
FOR EACH SHARE OF STOCK ISSUED PURSUANT TO AN OPTION GRANTED UNDER SECTION 4 OR
A STOCK APPRECIATION RIGHT GRANTED UNDER SECTION 7 WITH RESPECT TO WHICH THE
STRIKE PRICE IS AT LEAST