Stock Incentive Plan – Jabil Circuit Inc.

JABIL CIRCUIT, INC.
2002 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Stock Incentive Plan are
to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants,
and to promote the success of the Company153s business. Awards granted under the
Plan may be Incentive Stock Options, Nonstatutory Stock Options, Stock Awards,
Performance Units, Performance Shares or Stock Appreciation Rights.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any Committee or person as shall be
administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable Law” means the legal requirements relating to the
administration of the Plan under applicable federal, state, local and foreign
corporate, tax and securities laws, including the Delaware General Corporation
Law, and other applicable laws and the rules and requirements of any stock
exchange or quotation system on which the Common Stock is listed or quoted.

(c) “Award” means an Option, Stock Appreciation Right, Stock Award,
Performance Unit or Performance Share granted under the Plan.

(d) “Award Agreement” means the agreement, notice and/or terms or conditions
by which an Award is evidenced, documented in such form (including by electronic
communication) as may be approved by the Administrator.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the happening of any of the following, unless
otherwise provided by the Award Agreement:

(i) the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its subsidiaries taken as a whole to any person (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) other than the Company
or one of its subsidiaries;

(ii) the adoption of a plan relating to the Company153s liquidation or
dissolution;

(iii) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any person other than the
Company or its subsidiaries, becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the
combined voting power of the Company153s voting stock or other voting stock into
which the Company153s voting stock is reclassified, consolidated, exchanged or
changed, measured by voting power rather than number of shares;

(iv) the Company consolidates with, or merges with or into, any person, or
any person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the voting stock of the Company
or such other person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares of voting stock
of the Company outstanding immediately prior to such transaction directly or
indirectly constitute, or are converted into or exchanged for, a majority of the
voting stock of the surviving person immediately after giving effect to such
transaction; or

(v) the first day on which a majority of the members of the Board are not
Continuing Directors. “Continuing Director” means, as of any date of
determination with respect to any Award, any member of the Board who (1) was a
member of the Board on the Date of Grant of such Award; or (2) was nominated for
election or elected to the Board with the approval of a majority of the
continuing directors who were members of the Board at the time of such
nomination or election.”

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(g) “Change in Control Price” means, as determined by the Board,

(i) the highest Fair Market Value of a Share within the 60 day period
immediately preceding the date of determination of the Change in Control Price
by the Board (the “60-Day Period”), or

(ii) the highest price paid or offered per Share, as determined by the Board,
in any bona fide transaction or bona fide offer related to the Change in Control
of the Company, at any time within the 60-Day Period, or

(iii) some lower price as the Board, in its discretion, determines to be a
reasonable estimate of the fair market value of a Share; provided, however, that
in the case of an Option or SAR granted after October 3, 2004, the Change in
Control Price shall be the Fair Market Value of a Share on the date the Option
or SAR is terminated in exchange for a cash payment pursuant to Section
11(b)(iv).

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Committee” means a Committee appointed by the Board in accordance with
Section 4 of the Plan.

(j) “Common Stock” means the Common Stock, $.001 par value, of the Company.

(k) “Company” means Jabil Circuit, Inc., a Delaware corporation.

(l) “Consultant” means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services and who is compensated for
such services, including without limitation non-Employee Directors who are paid
only a director153s fee by the Company or who are compensated by the Company for
their services as non-Employee Directors. In addition, as used herein,
“consulting relationship” shall be deemed to include service by a non-Employee
Director as such.

(m) “Continuous Status as an Employee or Consultant” means that the
employment or consulting relationship is not interrupted or terminated by the
Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved in writing by the Board, an Officer, or a person designated in
writing by the Board or an Officer as authorized to approve a leave of absence,
including sick leave, military leave, or any other personal leave; provided,
however, that for purposes of Incentive Stock Options, any such leave may not
exceed 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract (including certain Company policies) or Applicable Law,
or (ii) transfers between locations of the Company or between the Company, a
Parent, a Subsidiary or successor of the Company; or (iii) a change in the
status of the Grantee from Employee to Consultant or from Consultant to
Employee.

(n) “Covered Stock” means the Common Stock subject to an Award.

(o) “Date of Grant” means the date on which the Administrator makes the
determination granting the Award, or such other later date as is determined by
the Administrator. Notice of the determination shall be provided to each Grantee
within a reasonable time after the Date of Grant.

(p) “”Date of Termination” means the date on which a Grantee153s Continuous
Status as an Employee or Consultant terminates, unless otherwise specified in an
Award Agreement. For Awards granted after September, 2010, the term “immediately
before the Date of Termination” means “immediately before the event of
termination on the Date of Termination.”

(q) “Director” means a member of the Board.

(r) “Disability” means total and permanent disability as defined in Section
22(e)(3) of the Code.

(s) “Employee” means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. Neither service as a
Director nor payment of a director153s fee by the Company shall be sufficient to
constitute “employment” by the Company.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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(u) “Fair Market Value” means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the National Market System
of the National Association of Securities Dealers, Inc. Automated Quotation
(“NASDAQ”) System, the Fair Market Value of a Share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but not on the
National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the Administrator.

(v) “Grantee” means an individual who has been granted an Award.

(w) “Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(x) [Reserved]

(y) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.

(z) “Officer” means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(aa) “Option” means a stock option granted under the Plan.

(bb) “Parent” means a corporation, whether now or hereafter existing, in an
unbroken chain of corporations ending with the Company if each of the
corporations other than the Company holds at least 50 percent of the voting
shares of one of the other corporations in such chain.

(cc) “Performance Period” means the time period during which the performance
goals established by the Administrator with respect to a Performance Unit or
Performance Share, pursuant to Section 9 of the Plan, must be met.

(dd) “Performance Share” has the meaning set forth in Section 9 of the Plan.

(ee) “Performance Unit” has the meaning set forth in Section 9 of the Plan.

(ff) “Plan” means this 2002 Stock Incentive Plan.

(gg) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

(hh) “Share” means a share of the Common Stock, as adjusted in accordance
with Section 11 of the Plan.

(ii) “Stock Appreciation Right” or “SAR” has the meaning set forth in Section
7 of the Plan.

(jj) “Stock Grant” means Shares that are awarded to a Grantee pursuant to
Section 8 of the Plan.

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(kk) “Subsidiary” means a corporation, domestic or foreign, of which not less
than 50 percent of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary

3. Stock Subject to the Plan. Subject to the provisions of Section 11
of the Plan and except as otherwise provided in this Section 3, the maximum
aggregate number of Shares that may be subject to Awards under the Plan since
the Plan became effective is 41,808,726, which includes Shares that were
available on August 31, 2009 to be subject to future Awards, plus Shares that
were subject to Awards on August 31, 2009, and all Shares issued prior to August
31, 2009. The Shares may be authorized, but unissued, or reacquired Common
Stock.

If an Award expires or becomes unexercisable without having been exercised in
full the remaining Shares that were subject to the Award shall become available
for future Awards under the Plan (unless the Plan has terminated). With respect
to Stock Appreciation Rights, if the payment upon exercise of a SAR is in the
form of Shares, the Shares subject to the SAR shall be counted against the
available Shares as one Share for every Share subject to the SAR, regardless of
the number of Shares used to settle the SAR upon exercise.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by
different bodies with respect to different groups of Employees and Consultants.
Except as provided below, the Plan shall be administered by (A) the Board or (B)
a committee designated by the Board and constituted to satisfy Applicable Law.

(ii) Rule 16b-3. To the extent the Board or the Committee considers it
desirable for transactions relating to Awards to be eligible to qualify for an
exemption under Rule 16b-3, the transactions contemplated under the Plan shall
be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Section 162(m) of the Code. To the extent the Board or the
Committee considers it desirable for compensation delivered pursuant to Awards
to be eligible to qualify for an exemption from the limit on tax deductibility
of compensation under Section 162(m) of the Code, the transactions contemplated
under the Plan shall be structured to satisfy the requirements for exemption
under Section 162(m) of the Code.

(iv) Authorization of Officers to Grant Options. In accordance with
Applicable Law, the Board may, by a resolution adopted by the Board, authorize
one or more Officers to designate Officers and Employees (excluding the Officer
so authorized) to be Grantees of Options and determine the number of Options to
be granted to such Officers and Employees; provided, however, that the
resolution adopted by the Board so authorizing such Officer or Officers shall
specify the total number and the terms (including the exercise price, which may
include a formula by which such price may be determined) of Options such Officer
or Officers may so grant.

(b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee or an Officer, subject to the specific
duties delegated by the Board to such Committee or Committee, the Administrator
shall have the authority, in its sole and absolute discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance
with Section 2(u) of the Plan;

(ii) to select the Consultants and Employees to whom Awards will be granted
under the Plan;

(iii) to determine whether, when, to what extent and in what types and
amounts Awards are granted under the Plan;

(iv) to determine the number of shares of Common Stock to be covered by each
Award granted under the Plan;

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(v) to determine the forms of Award Agreements, which need not be the same
for each grant or for each Grantee, and which may be delivered electronically,
for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted under the Plan. Such terms and conditions,
which need not be the same for each grant or for each Grantee, include, but are
not limited to, the exercise price, the time or times when Options and SARs may
be exercised (which may be based on performance criteria), the extent to which
vesting is suspended during a leave of absence, any vesting acceleration or
waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the shares of Common Stock relating thereto, based in each case on
such factors as the Administrator shall determine;

(vii) to construe and interpret the terms of the Plan and Awards;

(viii) to prescribe, amend and rescind rules and regulations relating to the
Plan, including, without limiting the generality of the foregoing, rules and
regulations relating to the operation and administration of the Plan to
accommodate the specific requirements of local and foreign laws and procedures;

(ix) to modify or amend each Award (subject to Section 13 of the Plan).
However, the Administrator may not modify or amend any outstanding Option so as
to specify a lower exercise price or accept the surrender of an outstanding
Option and authorize the granting of a new Option with a lower exercise price in
substitution for such surrendered Option;

(x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the
Administrator;

(xi) to determine the terms and restrictions applicable to Awards;

(xii) to make such adjustments or modifications to Awards granted to Grantees
who are Employees of foreign Subsidiaries as are advisable to fulfill the
purposes of the Plan or to comply with Applicable Law;

(xiii) to delegate its duties and responsibilities under the Plan with
respect to sub-plans applicable to foreign Subsidiaries, except its duties and
responsibilities with respect to Employees who are also Officers or Directors
subject to Section 16(b) of the Exchange Act;

(xiv) to provide any notice or other communication required or permitted by
the Plan in either written or electronic form; and

(xv) to make all other determinations deemed necessary or advisable for
administering the Plan.

(c) Effect of Administrator153s Decision. The Administrator153s decisions,
determinations and interpretations shall be final and binding on all Grantees
and any other holders of Awards.

5. Eligibility and General Conditions of Awards.

(a) Eligibility. Awards other than Incentive Stock Options may be
granted to Employees and Consultants. Incentive Stock Options may be granted
only to Employees. If otherwise eligible, an Employee or Consultant who has been
granted an Award may be granted additional Awards.

(b) Maximum Term. Subject to the following provision, the term during
which an Award may be outstanding shall not extend more than ten years after the
Date of Grant, and shall be subject to earlier termination as specified
elsewhere in the Plan or Award Agreement; provided, however, that any deferral
of a cash payment or of the delivery of Shares that is permitted or required by
the Administrator pursuant to Section 10 of the Plan may, if so permitted or
required by the Administrator, extend more than ten years after the Date of
Grant of the Award to which the deferral relates.

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(c) Award Agreement. To the extent not set forth in the Plan, the
terms and conditions of each Award, which need not be the same for each grant or
for each Grantee, shall be set forth in an Award Agreement. The Administrator,
in its sole and absolute discretion, may require as a condition to any Award
Agreement153s effectiveness that the Award Agreement be executed by the Grantee,
including by electronic signature or other electronic indication of acceptance,
and that the Grantee agree to such further terms and conditions as specified in
the Award Agreement.

(d) Termination of Employment or Consulting Relationship. In the event
that a Grantee153s Continuous Status as an Employee or Consultant terminates
(other than upon the Grantee153s death or Disability), then, unless otherwise
provided by the Award Agreement, and subject to Section 11 of the Plan:

(i) the Grantee may exercise his or her unexercised Option or SAR, but only
within such period of time as is determined by the Administrator and set forth
in the Award Agreement, and only to the extent that the Grantee was entitled to
exercise it at the Date of Termination (but in no event later than the
expiration of the term of such Option or SAR as set forth in the Award
Agreement). In the case of an Incentive Stock Option, the Administrator shall
determine such period of time (in no event to exceed three months from the Date
of Termination) when the Option is granted. If, at the Date of Termination, the
Grantee is not entitled to exercise his or her entire Option or SAR, the Shares
covered by the unexercisable portion of the Option or SAR shall revert to the
Plan. If, after the Date of Termination, the Grantee does not exercise his or
her Option or SAR within the time specified by the Administrator, the Option or
SAR shall terminate, and the Shares covered by such Option or SAR shall revert
to the Plan. An Award Agreement may also provide that if the exercise of an
Option following the Date of Termination would be prohibited at any time because
the issuance of Shares would violate Company policy regarding compliance with
Applicable Law, then the exercise period shall terminate on the earlier of (A)
the expiration of the term of the Option set forth in Section 6(b) of the Plan
or (B) the expiration of a period of 10 days after the Date of Termination
during which the exercise of the Option would not be in violation of such
requirements;

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
the Date of Termination, shall thereupon automatically be forfeited;

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
the Date of Termination shall promptly be settled by delivery to the Grantee of
a number of unrestricted Shares equal to the aggregate number of the Grantee153s
vested Stock Awards;

(iv) any Performance Shares or Performance Units with respect to which the
Performance Period has not ended as of the Date of Termination shall terminate
immediately upon the Date of Termination.

(e) Disability of Grantee. In the event that a Grantee153s Continuous
Status as an Employee or Consultant terminates as a result of the Grantee153s
Disability, then, unless otherwise provided by the Award Agreement:

(i) the Grantee may exercise his or her unexercised Option or SAR at any time
within 12 months from the Date of Termination, but only to the extent that the
Grantee was entitled to exercise the Option or SAR at the Date of Termination
(but in no event later than the expiration of the term of the Option or SAR as
set forth in the Award Agreement). If, at the Date of Termination, the Grantee
is not entitled to exercise his or her entire Option or SAR, the Shares covered
by the unexercisable portion of the Option or SAR shall revert to the Plan. If,
after the Date of Termination, the Grantee does not exercise his or her Option
or SAR within the time specified herein, the Option or SAR shall terminate, and
the Shares covered by such Option or SAR shall revert to the Plan.

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
(or, with respect to Awards granted after September, 2010, as of) the Date of
Termination, shall thereupon automatically be forfeited;

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
(or, with respect to Awards granted after September, 2010, as of) the Date of
Termination shall promptly be settled by delivery to the Grantee of a number of
unrestricted Shares equal to the aggregate number of the Grantee153s vested Stock
Awards;

(iv) any Performance Shares or Performance Units with respect to which the
Performance Period has not ended as of the Date of Termination shall terminate
immediately upon the Date of Termination.

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(f) Death of Grantee. In the event of the death of an Grantee, then,
unless otherwise provided by the Award Agreement,

(i) the Grantee153s unexercised Option or SAR may be exercised at any time
within 12 months following the date of death (but in no event later than the
expiration of the term of such Option or SAR as set forth in the Award
Agreement), by the Grantee153s estate or by a person who acquired the right to
exercise the Option or SAR by bequest or inheritance, but only to the extent
that the Grantee was entitled to exercise the Option or SAR at the date of
death. If, at the time of death, the Grantee was not entitled to exercise his or
her entire Option or SAR, the Shares covered by the unexercisable portion of the
Option or SAR shall immediately revert to the Plan. If, after death, the
Grantee153s estate or a person who acquired the right to exercise the Option or
SAR by bequest or inheritance does not exercise the Option or SAR within the
time specified herein, the Option or SAR shall terminate, and the Shares covered
by such Option or SAR shall revert to the Plan.

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
the date of death, shall thereupon automatically be forfeited;

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
the date of death shall promptly be settled by delivery to the Grantee153s estate
or a person who acquired the right to hold the Stock Grant by bequest or
inheritance, of a number of unrestricted Shares equal to the aggregate number of
the Grantee153s vested Stock Awards;

(iv) any Performance Shares or Performance Units with respect to which the
Performance Period has not ended as of the date of death shall terminate
immediately upon the date of death.

(g) Buyout Provisions. Except as otherwise provided in this Section
5(g), the Administrator may at any time offer to buy out, for a payment in cash
or Shares, an Award previously granted, based on such terms and conditions as
the Administrator shall establish and communicate to the Grantee at the time
that such offer is made. No such buy out shall occur without the prior approval
or consent of the Company153s stockholders. Any such cash offer made to an Officer
or Director shall comply with the provisions of Rule 16b-3 relating to cash
settlement of stock appreciation rights. This provision is intended only to
clarify the powers of the Administrator and shall not in any way be deemed to
create any rights on the part of Grantees to buyout offers or payments.

(h) Nontransferability of Awards.

(i) Except as provided in Section 5(h)(iii) below, each Award, and each right
under any Award, shall be exercisable only by the Grantee during the Grantee153s
lifetime, or, if permissible under Applicable Law, by the Grantee153s guardian or
legal representative.

(ii) Except as provided in Section 5(h)(iii) below, no Award (prior to the
time, if applicable, Shares are issued in respect of such Award), and no right
under any Award, may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Grantee otherwise than by will or by
the laws of descent and distribution (or to the Company) and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company or any Subsidiary; provided, that
the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.

(iii) To the extent and in the manner permitted by Applicable Law, and to the
extent and in the manner permitted by the Administrator, and subject to such
terms and conditions as may be prescribed by the Administrator, a Grantee may
transfer an Award to:

(A) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law of the Grantee (including
adoptive relationships);

(B) any person sharing the employee153s household (other than a tenant or
employee);

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(C) a trust in which persons described in (A) and (B) have more than 50
percent of the beneficial interest;

(D) a foundation in which persons described in (A) or (B) or the Grantee
control the management of assets; or

(E) any other entity in which the persons described in (A) or (B) or the
Grantee own more than 50 percent of the voting interests;

provided such transfer is not for value. The following shall not be
considered transfers for value: a transfer under a domestic relations order in
settlement of marital property rights, and a transfer to an entity in which more
than 50 percent of the voting interests are owned by persons described in (A)
above or the Grantee, in exchange for an interest in such entity.

6. Stock Options.

(a) Limitations.

(i) Each Option shall be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. Any Option designated as
an Incentive Stock Option:

(A) shall not have an aggregate Fair Market Value (determined for each
Incentive Stock Option at the Date of Grant) of Shares with respect to which
Incentive Stock Options are exercisable for the first time by the Grantee during
any calendar year (under the Plan and any other employee stock option plan of
the Company or any Parent or Subsidiary (“Other Plans”)), determined in
accordance with the provisions of Section 422 of the Code, that exceeds $100,000
(the “$100,000 Limit”);

(B) shall, if the aggregate Fair Market Value of Shares (determined on the
Date of Grant) with respect to the portion of such grant that is exercisable for
the first time during any calendar year (“Current Grant”) and all Incentive
Stock Options previously granted under the Plan and any Other Plans that are
exercisable for the first time during a calendar year (“Prior Grants”) would
exceed the $100,000 Limit, be exercisable as follows:

(1) The portion of the Current Grant that would, when added to any Prior
Grants, be exercisable with respect to Shares that would have an aggregate Fair
Market Value (determined as of the respective Date of Grant for such Options) in
excess of the $100,000 Limit shall, notwithstanding the terms of the Current
Grant, be exercisable for the first time by the Grantee in the first subsequent
calendar year or years in which it could be exercisable for the first time by
the Grantee when added to all Prior Grants without exceeding the $100,000 Limit;
and

(2) If, viewed as of the date of the Current Grant, any portion of a Current
Grant could not be exercised under the preceding provisions of this Section
6(a)(i)(B) during any calendar year commencing with the calendar year in which
it is first exercisable through and including the last calendar year in which it
may by its terms be exercised, such portion of the Current Grant shall not be an
Incentive Stock Option, but shall be exercisable as a separate Option at such
date or dates as are provided in the Current Grant.

(ii) No Employee shall be granted, in any fiscal year of the Company, Options
to purchase more than 3,000,000 Shares. The limitation described in this Section
6(a)(ii) shall be adjusted proportionately in connection with any change in the
Company153s capitalization as described in Section 11 of the Plan. If an Option is
canceled in the same fiscal year of the Company in which it was granted (other
than in connection with a transaction described in Section 11 of the Plan), the
canceled Option will be counted against the limitation described in this Section
6(a)(ii).

(b) Term of Option. The term of each Option shall be stated in the
Award Agreement; provided, however, that in the case of an Incentive Stock
Option, the term shall be 10 years from the date of grant or such shorter term
as may be provided in the Award Agreement. Moreover, in the case of an Incentive
Stock Option granted to a Grantee who, at the time the Incentive Stock Option is
granted, owns stock representing more than 10 percent of the voting

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power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five years from the date of grant or
such shorter term as may be provided in the Award Agreement.

(c) Option Exercise Price and Consideration.

(i) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator and, except as otherwise provided in this Section 6(c)(i), shall
be no less than 100 percent of the Fair Market Value per Share on the Date of
Grant.

(A) In the case of an Incentive Stock Option granted to an Employee who on
the Date of Grant owns stock representing more than 10 percent of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than 110 percent of the Fair Market
Value per Share on the Date of Grant.

(B) Any Option that is (1) granted to a Grantee in connection with the
acquisition (“Acquisition”), however effected, by the Company of another
corporation or entity (“Acquired Entity”) or the assets thereof, (2) associated
with an option to purchase shares of stock or other equity interest of the
Acquired Entity or an affiliate thereof (“Acquired Entity Option”) held by such
Grantee immediately prior to such Acquisition, and (3) intended to preserve for
the Grantee the economic value of all or a portion of such Acquired Entity
Option, may be granted with such exercise price as the Administrator determines
to be necessary to achieve such preservation of economic value.

(d) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised. An Option shall be exercisable only to the extent that
it is vested according to the terms of the Award Agreement.

(e) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. The
acceptable form of consideration may consist of any combination of cash,
personal check, wire transfer or, subject to the approval of the Administrator:

(i) Shares previously acquired or Shares deliverable upon exercise of the
Option;

(ii) pursuant to procedures approved by the Committee, (A) through the sale
of the Shares acquired on exercise of the Option through a broker-dealer to whom
the Grantee has submitted an irrevocable notice of exercise and irrevocable
instructions to deliver promptly to the Company the amount of sale or loan
proceeds sufficient to pay the exercise price, together with, if requested by
the Company, the amount of federal, state, local or foreign withholding taxes
payable by the Grantee by reason of such exercise, or (B) through simultaneous
sale through a broker of Shares acquired upon exercise; or

(iii) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Law.

(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder.

(A) Any Option granted hereunder shall be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Award Agreement.

(B) An Option may not be exercised for a fraction of a Share.

(C) An Option shall be deemed exercised when the Company receives:

(1) written or electronic notice of exercise (in accordance with the Award
Agreement and any action taken by the Administrator pursuant to Section 4(b) of
the Plan or otherwise) from the person entitled to exercise the Option, and

9

(2) full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Award Agreement and the
Plan.

(3) Shares issued upon exercise of an Option shall be issued in the name of
the Grantee or, if requested by the Grantee, in the name of the Grantee and his
or her spouse. Until the stock certificate evidencing such Shares is issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.

(4) Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

7. Stock Appreciation Rights.

(a) Grant of SARs. Subject to the terms and conditions of the Plan,
the Administrator may grant SARs in tandem with an Option or alone and unrelated
to an Option. Tandem SARs shall expire no later than the expiration of the
underlying Option. The per share exercise price (or “base price”) of any SAR
shall be determined by the Administrator and shall be no less than 100 percent
of the Fair Market Value per Share on the Date of Grant.

(b) Limitation. No Employee shall be granted, in any fiscal year of
the Company, SARs covering more than 3,000,000 Shares. The limitation described
in this Section 7(b) shall be adjusted proportionately in connection with any
change in the Company153s capitalization as described in Section 11 of the Plan.
If a SAR is canceled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described in Section 11 of
the Plan), the canceled SAR will be counted against the limitation described in
this Section 7(b).

(c) Exercise of SARs. SARs shall be exercised by the delivery of a
written or electronic notice of exercise to the Company (in accordance with the
Award Agreement and any action taken by the Administrator pursuant to Section
4(b) of the Plan or otherwise), setting forth the number of Shares over which
the SAR is to be exercised. Tandem SARs may be exercised:

(i) with respect to all or part of the Shares subject to the related Option
upon the surrender of the right to exercise the equivalent portion of the
related Option;

(ii) only with respect to the Shares for which its related Option is then
exercisable; and

(iii) only when the Fair Market Value of the Shares subject to the Option
exceeds the exercise price of the Option.

The value of the payment with respect to the tandem SAR may be no more than
100 percent of the difference between the exercise price of the underlying
Option and the Fair Market Value of the Shares subject to the underlying Option
at the time the tandem SAR is exercised.

(d) Payment of SAR Benefit. Upon exercise of a SAR, the Grantee shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

(i) the excess of the Fair Market Value of a Share on the date of exercise
over the SAR exercise price; by

(ii) the number of Shares with respect to which the SAR is exercised;

10

provided, that the Administrator may provide in the Award Agreement that the
benefit payable on exercise of an SAR shall not exceed such percentage of the
Fair Market Value of a Share on the Date of Grant as the Administrator shall
specify. As determined by the Administrator, the payment upon exercise of an SAR
may be in cash, in Shares that have an aggregate Fair Market Value (as of the
date of exercise of the SAR) equal to the amount of the payment, or in some
combination thereof, as set forth in the Award Agreement.

8. Stock Awards.

(a) Authorization to Grant Stock Awards. Subject to the terms and
conditions of the Plan, the Administrator may grant Stock Awards to Employees or
Consultants from time to time. A Stock Award may be made in Shares or
denominated in units representing rights to receive Shares. Each Stock Award
shall be evidenced by an Award Agreement that shall set forth the conditions, if
any, which will need to be timely satisfied before the Stock Award will be
effective and the conditions, if any, under which the Grantee153s interest in the
related Shares or units will be forfeited. A Stock Award made in Shares that are
subject to forfeiture conditions and/or other restrictions may be designated as
an Award of Restricted Stock.153 A Stock Award denominated in units that are
subject to forfeiture conditions and/or other restrictions may be designated as
an Award of Restricted Stock Units.153 No more than 3,000,000 Shares or units may
be granted pursuant to Stock Awards to an individual Grantee in any calendar
year.

(b) Code Section 162(m) Provisions.

(i) Notwithstanding any other provision of the Plan, if the Compensation
Committee of the Board (the “Compensation Committee”) determines at the time a
Stock Award is granted to a Grantee that such Grantee is, or may be as of the
end of the tax year for which the Company would claim a tax deduction in
connection with such Stock Award, a “covered employee” within the meaning of
Section 162(m)(3) of the Code, and to the extent the Compensation Committee
considers it desirable for compensation delivered pursuant to such Stock Award
to be eligible to qualify for an exemption from the limit on tax deductibility
of compensation under Section 162(m) of the Code, then the Compensation
Committee may provide that this Section 8(b) is applicable to such Stock Award
under such terms as the Compensation Committee shall determine.

(ii) If a Stock Award is subject to this Section 8(b), then the lapsing of
restrictions thereon and the distribution of Shares pursuant thereto, as
applicable, shall be subject to satisfaction of one, or more than one, objective
performance targets. The Compensation Committee shall determine the performance
targets that will be applied with respect to each Stock Award subject to this
Section 8(b) at the time of grant, but in no event later than 90 days after the
commencement of the period of service to which the performance target(s) relate.
The performance criteria applicable to Stock Awards subject to this Section 8(b)
will be one or more of the following criteria: (A) stock price; (B) market
share; (C) sales; (D) earnings per share, core earnings per share or variations
thereof; (E) return on equity; (F) costs; (G) revenue; (H) cash to cash cycle;
(I) days payables outstanding; (J) days of supply; (K) days sales outstanding;
(L) cash flow; (M) operating income; (N) profit after tax; (O) profit before
tax; (P) return on assets; (Q) return on sales; (R) inventory turns; (S)
invested capital; (T) net operating profit after tax; (U) return on invested
capital; (V) total shareholder return; (W) earnings; (X) return on equity or
average shareowners153 equity; (Y) total shareowner return; (Z) return on capital;
(AA) return on investment; (BB) income or net income; (CC) operating income or
net operating income; (DD) operating profit or net operating profit; (EE)
operating margin; (FF) return on operating revenue; (GG) contract awards or
backlog; (HH) overhead or other expense reduction; (II) growth in shareowner
value relative to the moving average of the S&P 500 Index or a peer group
index; (JJ) credit rating; (KK) strategic plan development and implementation;
(LL) net cash provided by operating activities; (MM) gross margin; (NN) economic
value added; (OO) customer satisfaction; (PP) financial return ratios; and/or
(QQ) market performance.

(iii) Notwithstanding any contrary provision of the Plan, the Compensation
Committee may not increase the number of shares granted pursuant to any Stock
Award subject to this Section 8(b), nor may it waive the achievement of any
performance target established pursuant to this Section 8(b).

(iv) Prior to the payment of any Stock Award subject to this Section 8(b),
the Compensation Committee shall certify in writing that the performance
target(s) applicable to such Stock Award was met.

11

(v) The Compensation Committee shall have the power to impose such other
restrictions on Stock Awards subject to this Section 8(b) as it may deem
necessary or appropriate to ensure that such Stock Awards satisfy all
requirements for “performance-based compensation” within the meaning of Code
section 162(m)(4)(C) of the Code, the regulations promulgated thereunder, and
any successors thereto.

9. Performance Units and Performance Shares.

(a) Grant of Performance Units and Performance Shares. Subject to the
terms of the Plan, the Administrator may grant Performance Units or Performance
Shares to any Employee or Consultant in such amounts and upon such terms as the
Administrator shall determine.

(b) Value/Performance Goals. Each Performance Unit shall have an
initial value that is established by the Administrator on the Date of Grant.
Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the Date of Grant. The Administrator shall set performance
goals that, depending upon the extent to which they are met, will determine the
number or value of Performance Units or Performance Shares that will be paid to
the Grantee.

(c) Payment of Performance Units and Performance Shares.

(i) Subject to the terms of the Plan, after the applicable Performance Period
has ended, the holder of Performance Units or Performance Shares shall be
entitled to receive a payment based on the number and value of Performance Units
or Performance Shares earned by the Grantee over the Performance Period,
determined as a function of the extent to which the corresponding performance
goals have been achieved.

(ii) If a Grantee is promoted, demoted or transferred to a different business
unit of the Company during a Performance Period, then, to the extent the
Administrator determines appropriate, the Administrator may adjust, change or
eliminate the performance goals or the applicable Performance Period as it deems
appropriate in order to make them appropriate and comparable to the initial
performance goals or Performance Period.

(d) Form and Timing of Payment of Performance Units and Performance
Shares. Payment of earned Performance Units or Performance Shares shall be
made in a lump sum following the close of the applicable Performance Period. The
Administrator may pay earned Performance Units or Performance Shares in cash or
in Shares (or in a combination thereof) that have an aggregate Fair Market Value
equal to the value of the earned Performance Units or Performance Shares at the
close of the applicable Performance Period. Such Shares may be granted subject
to any restrictions deemed appropriate by the Administrator. The form of payout
of such Awards shall be set forth in the Award Agreement pertaining to the grant
of the Award including any provisions necessary to comply with Section 409A of
the Code.

10. Deferral of Receipt of Payment. The Administrator may permit or
require a Grantee to defer receipt of the payment of cash or the delivery of
Shares that would otherwise be due by virtue of the exercise of an Option or
SAR, the grant of or the lapse or waiver of restrictions with respect to Stock
Awards or the satisfaction of any requirements or goals with respect to
Performance Units or Performance Shares. If any such deferral is required or
permitted, the Administrator shall establish such rules and procedures for such
deferral.

11. Adjustments Upon Changes in Capitalization or Change of Control.

(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares of Covered Stock, and the
number of Shares which have been authorized for issuance under the Plan but as
to which no Awards have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Award, and the annual per-person
limitations on equity Awards, as well as the price per share of Covered Stock
and share-based performance conditions of Awards, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, and in the event of an extraordinary dividend,
spinoff or similar event affecting the value of Common Stock; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Board, whose determination in that respect

12

shall be final, binding and conclusive. In furtherance of the foregoing, a
Grantee shall have a legal right to an adjustment to an Award which constitutes
“share-based equity” in the event of an “equity restructuring,” as such terms
are defined under Financial Accounting Standards Board Accounting Standards
Codification Topic 718, which adjustment shall preserve without enlarging the
value of the Award to the Grantee. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Covered Stock. No adjustment shall be made pursuant to this Section 11 in a
manner that would cause Incentive Stock Options to violate Section 422(b) of the
Code or cause an Award to be subject to adverse tax consequences under Section
409A of the Code.

(b) Change in Control. In the event of a Change in Control, then the
following provisions shall apply, unless otherwise provided in the Grantee153s
Award Agreement:

(i) Vesting. Any Award outstanding on the date such Change in Control
is determined to have occurred that is not yet exercisable and vested on such
date:

(A) shall become fully exercisable and vested on the first anniversary of the
date of such Change in Control (the “Change in Control Anniversary”) if the
Grantee153s Continuous Status as an Employee or Consultant does not terminate
prior to the Change in Control Anniversary;

(B) shall become fully exercisable and vested on the Date of Termination if
the Grantee153s Continuous Status as an Employee or Consultant terminates prior to
the Change in Control Anniversary as a result of termination by the Company
without Cause or resignation by the Grantee for Good Reason; or

(C) shall not become full exercisable and vested if the Grantee153s Continuous
Status as an Employee or Consultant terminates prior to the Change in Control
Anniversary as a result of termination by the Company for Cause or resignation
by the Grantee without Good Reason.

For purposes of this Section 11(b)(i), the following definitions shall apply:

(D) “Cause” means:

(1) A Grantee153s conviction of a crime involving fraud or dishonesty; or

(2) A Grantee153s continued willful or reckless material misconduct in the
performance of the Grantee153s duties after receipt of written notice from the
Company concerning such misconduct;

provided, however, that for purposes of Section 11(b)(i)(D)(2), Cause shall
not include any one or more of the following: bad judgment, negligence or any
act or omission believed by the Grantee in good faith to have been in or not
opposed to the interest of the Company (without intent of the Grantee to gain,
directly or indirectly, a profit to which the Grantee was not legally entitled).

(E) “Good Reason” means:

(1) The assignment to the Grantee of any duties inconsistent in any respect
with the Grantee153s position (including status, titles and reporting
requirement), authority, duties or responsibilities, or any other action by the
Company that results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action that is not taken in bad faith and that is remedied by the
Company promptly after receipt of written notice thereof given by the Grantee
within 30 days following the assignment or other action by the Company;

(2) Any reduction in compensation; or

(3) Change in location of office of more than 35 miles without prior consent
of the Grantee.

(ii) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Award is
outstanding, it will terminate immediately prior to the consummation of such
proposed action. The Board may, in the exercise of its sole discretion in such
instances, declare that any Option or SAR shall

13

terminate as of a date fixed by the Board and give each Grantee the right to
exercise his or her Option or SAR as to all or any part of the Covered Stock,
including Shares as to which the Option or SAR would not otherwise be
exercisable.

(iii) Merger or Asset Sale. Except as otherwise determined by the
Board, in its discretion, prior to the occurrence of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, in the event of such a merger or sale each outstanding Option or
SAR shall be assumed or an equivalent option or right shall be substituted by
the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation or a Parent or
Subsidiary of the successor corporation does not agree to assume the Option or
SAR or to substitute an equivalent option or right, the Administrator shall, in
lieu of such assumption or substitution, provide for the Grantee to have the
right to exercise the Option or SAR as to all or a portion of the Covered Stock,
including Shares as to which it would not otherwise be exercisable. If the
Administrator makes an Option or SAR exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Grantee that the Option or SAR shall be fully exercisable for a
period of 15 days from the date of such notice, and the Option or SAR will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or SAR shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase, for
each Share of Covered Stock subject to the Option or SAR immediately prior to
the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets was
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon the exercise of
the Option or SAR, for each Share of Optioned Stock subject to the Option or
SAR, to be solely common stock of the successor corporation or its Parent equal
in Fair Market Value to the per Share consideration received by holders of
Common Stock in the merger or sale of assets.

(iv) Except as otherwise determined by the Board, in its discretion, prior to
the occurrence of a Change in Control other than the dissolution or liquidation
of the Company, a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, in the event of such a
Change in Control, all outstanding Options and SARs, to the extent they are
exercisable and vested (including Options and SARs that shall become exercisable
and vested pursuant to Section 11(b)(i) above), shall be terminated in exchange
for a cash payment equal to the Change in Control Price reduced by the exercise
price applicable to such Options or SARs. These cash proceeds shall be paid to
the Grantee or, in the event of death of an Grantee prior to payment, to the
estate of the Grantee or to a person who acquired the right to exercise the
Option or SAR by bequest or inheritance.

12. Term of Plan. The Plan shall become effective upon its approval by
the stockholders of the Company within 12 months after the date the Plan is
adopted by the Board. Such stockholder approval shall be obtained in the manner
and to the degree required under applicable federal and state law. The Plan
shall continue in effect until October 17, 2011, unless terminated earlier under
Section 13 of the Plan.

13. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan. The Committee may amend, alter, suspend or
terminate the Plan so long as such action complies with Applicable Law, except
that any Plan amendment to be presented to the stockholders for approval shall
first be approved by the Board. The Administrator may at any time amend, alter,
suspend or terminate an outstanding Award.

(b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Furthermore, the Company shall obtain stockholder approval of any
modification or amendment of the Plan to the extent that the Board, in its sole
and absolute discretion, reasonably determines, in accordance with the
requirements of any exchange or quotation system on which the Common Stock is
listed or quoted, that such modification or amendment constitutes a material
revision or material amendment of the Plan. Such stockholder approval, if
required, shall be obtained in such a manner and to such a

14

degree as is required by Applicable Law. Without the approval of
stockholders, no amendment or alteration of the Plan or any outstanding Option
or SAR will have the effect of amending or replacing such an Option or SAR in a
transaction that constitutes a “repricing.” For this purpose, a “repricing”
means: (1) amending the terms of an Option or SAR after it is granted to lower
its exercise price or base price; (2) any other action that is treated as a
repricing under generally accepted accounting principles; and (3) canceling an
Option or SAR at a time when its strike price is equal to or greater than the
fair market value of the underlying Stock, in exchange or substitution for
another Option, SAR, Stock Award, other equity, or cash or other property. A
cancellation and exchange or substitution described in clause (3) of the
preceding sentence will be considered a repricing regardless of whether the
Option, SAR, Stock Award or other equity is delivered simultaneously with the
cancellation, regardless of whether it is treated as a repricing under generally
accepted accounting principles, and regardless of whether it is voluntary on the
part of the Grantee. Adjustments to awards under Section 11 will not be deemed
“repricings,” however. The Administrator shall have no authority to amend, alter
or modify any Award term after the Award has been granted to the extent that the
effect is to waive a term that otherwise at that time would be mandatory for a
new Award of the same type under the Plan.

(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Grantee,
unless mutually agreed otherwise between the Grantee and the Administrator,
which agreement must be in writing and signed by the Grantee and the Company;
provided, however, that for Awards granted after September, 2010, the
requirements of this Section 13(c) will apply only if such impairment is
material.

14. Conditions Upon Issuance of Shares.

(a) Legal Compliance. The Company shall not be obligated to issue
Shares pursuant to an Award unless the exercise, if applicable, of such Award
and the issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
Applicable Law, and the requirements of any stock exchange or quotation system
upon which the Shares may then be listed or quoted, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

(c) Withholding. The Company and its Subsidiaries and affiliates are
authorized to withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Shares, or any payroll or other
payment to a Grantee, amounts of withholding and other taxes due or potentially
payable in connection with any transaction involving an Award, and to take such
other action as the Administrator may deem advisable to enable the Company, its
Subsidiaries and affiliates, and Grantees to satisfy obligations for the payment
of withholding taxes and other tax obligations relating to any Award. This
authority shall include authority to withhold or receive Stock or other property
and to make cash payments in respect thereof in satisfaction of a Grantee153s
withholding obligations, either on a mandatory or elective basis in the
discretion of the Administrator. Other provisions of the Plan notwithstanding,
only the minimum number of Shares deliverable in connection with an Award
necessary to satisfy statutory withholding requirements will be withheld, except
a greater amount of Stock may be withheld provided that any such withholding
transaction that will result in additional accounting expense to the Company
must be expressly authorized by the Administrator.

15. Liability of Company.

(a) Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company153s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

15

(b) Grants Exceeding Allotted Shares. If the Covered Stock covered by
an Award exceeds, as of the date of grant, the number of Shares that may be
issued under the Plan without additional stockholder approval, such Award shall
be void with respect to such excess Covered Stock, unless stockholder approval
of an amendment sufficiently increasing the number of Shares subject to the Plan
is timely obtained in accordance with Section 13 of the Plan.

16. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

17. Rights of Employees and Consultants. Neither the Plan nor any
Award shall confer upon an Grantee any right with respect to continuing the
Grantee153s employment or consulting relationship with the Company, nor shall they
interfere in any way with the Grantee153s right or the Company153s right to
terminate such employment or consulting relationship at any time, with or
without cause.

18. Sub-plans for Foreign Subsidiaries. The Board may adopt sub-plans
applicable to particular foreign Subsidiaries. All Awards granted under such
sub-plans shall be treated as grants under the Plan. The rules of such sub-plans
may take precedence over other provisions of the Plan, with the exception of
Section 3, but unless otherwise superseded by the terms of such sub-plan, the
provisions of the Plan shall govern the operation of such sub-plan.

16