{"id":38493,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-2003-employee-stock-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-2003-employee-stock-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/amended-and-restated-2003-employee-stock-plan.html","title":{"rendered":"Amended and Restated 2003 Employee Stock Plan"},"content":{"rendered":"
APPLE\nCOMPUTER, INC.<\/b><\/p>\n\n
2003\nEmployee Stock Plan<\/b><\/p>\n\n
(amended and restated effective as of November 9,\n2005)<\/i><\/b><\/p>\n\n\n\n\n\n1.                                       Purposes of\nthe Plan<\/u>.  The purposes of this Stock\nPlan are: 
\u0095<\/b>                  to attract and retain talented\nEmployees<\/p>\n\n\n\n
\u0095<\/b>                  to further align Employee and\nshareholder interests; and<\/p>\n\n\n\n
\u0095<\/b>                  to closely link Employee compensation\nwith Company performance.<\/p>\n\n\n\n
Awards granted under the Plan may be\nIncentive Stock Options, Nonstatutory Stock Options, Restricted Stock subject\nto Stock Purchase Rights, Stock Appreciation Rights, Performance Shares or\nRestricted Stock Units, as determined by the Administrator at the time of\ngrant.<\/p>\n\n\n\n
2.                                       Definitions<\/u>.  As used herein, the following definitions\n  shall apply: <\/p>\n
(a) \u0093Administrator<\/u>\u0094\n    \nmeans the Board or any of its Committees as shall be administering the Plan, in\n  accordance with Section 4 of the Plan.<\/p>\n
(b) \u0093Annual Revenue<\/u>\u0094\n  means the Company\u0092s or a business unit\u0092s net sales for the Fiscal Year,\n  determined in accordance with generally accepted accounting principles.<\/p>\n
(c) \u0093Applicable Laws<\/u>\u0094 means the requirements relating to the administration of stock plans under U.S.\n    state corporate laws, U.S. federal and state securities laws, the Code, any\n    stock exchange or quotation system on which the Common Stock is listed or\n    quoted and the applicable laws of any foreign country or jurisdiction where\n  Awards are, or will be, granted under the Plan.<\/p>\n
(d) \u0093Award<\/u>\u0094 means,\n    individually or collectively, a grant under the Plan of Options, Restricted\n    Stock subject to Stock Purchase Rights, Stock Appreciation Rights, Performance\n  Shares or Restricted Stock Units.<\/p>\n
(e) \u0093Award Agreement<\/u>\u0094 means the written or electronic agreement setting forth the terms and\n    provisions applicable to each Award granted under the Plan.  The Award Agreement is subject to the terms\n  and conditions of the Plan.<\/p>\n
(f) \u0093Awarded Stock<\/u>\u0094 means the Common Stock subject to an Award.<\/p>\n
(g) \u0093Board<\/u>\u0094 means\n  the Board of Directors of the Company.<\/p>\n
(h) \u0093Cash Position<\/u>\u0094\n  means the Company\u0092s level of cash and cash equivalents.<\/p>\n
(i) \u0093Chairman<\/u>\u0094 means the Chairman of the Board.<\/p>\n
(j) \u0093Code<\/u>\u0094 means the Internal Revenue Code of 1986, as amended.<\/p>\n\n\n
(k) \u0093Committee<\/u>\u0094 means a committee of Directors appointed by the Board in accordance with Section 4\n  of the Plan.<\/p>\n
(l) \u0093Common Stock<\/u>\u0094 means the common stock of the Company.<\/p>\n
(m) \u0093Company<\/u>\u0094 means\n  Apple Computer, Inc., a California corporation.<\/p>\n
(n) \u0093Continuous Status\n  as Chairman<\/u>\u0094 unless determined otherwise by the Administrator, means the\n  absence of any interruption or termination as Chairman of the Board with the\n  Company.  Continuous Status as Chairman\n  shall not be considered interrupted in the case of medical leave, military\n  leave, family leave, or any other leave of absence approved by the\n  Administrator, provided, in each case, that such leave does not result in\n  termination as Chairman with the Company. \n  \nNeither service as a Director nor payment of a director\u0092s fee by the\n  Company shall be sufficient to constitute status as \u0093Chairman\u0094 by the Company.<\/p>\n
(o) \u0093Continuous Status\n  as an Employee<\/u>\u0094 means the absence of any interruption or termination of the\n  employment relationship with the Company or any Subsidiary.  Continuous Status as an Employee shall not be\n  considered interrupted in the case of (i) medical leave, military leave,\n  family leave, or any other leave of absence approved by the Administrator,\n  provided, in each case, that such leave does not result in termination of the\n  employment relationship with the Company or any Subsidiary, as the case may be,\n  under the terms of the respective Company policy for such leave; however, vesting\n  may be tolled while an employee is on an approved leave of absence under the\n  terms of the respective Company policy for such leave; or (ii) in the case\n  of transfers between locations of the Company or between the Company, its\n  Subsidiaries, or its successor.  For\n  purposes of Incentive Stock Options, no such leave may exceed ninety days,\n  unless reemployment upon expiration of such leave is guaranteed by statute or\n  contract.  If reemployment upon\n  expiration of a leave of absence approved by the Company is not so guaranteed,\n  on the 91st day of such leave any Incentive Stock Option held by the\n  Participant shall cease to be treated as an Incentive Stock Option and shall be\n  treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Chairman nor as a\n  Director nor payment of a director\u0092s fee by the Company shall be sufficient to\n  constitute \u0093employment\u0094 by the Company.<\/p>\n
(p) \u0093Director<\/u>\u0094 means a member of the Board.<\/p>\n
(q) \u0093Dividend\n  Equivalent<\/u>\u0094 means a credit, payable in cash, made at the discretion of the\n  Administrator, to the account of a Participant in an amount equal to the cash\n  dividends paid on one Share for each Share represented by an Award held by such\n  Participant.<\/p>\n
(r) \u0093Earnings Per\n  Share<\/u>\u0094 means as to any Fiscal Year, the Company\u0092s or a business unit\u0092s Net\n  Income, divided by a weighted average number of common shares outstanding and\n  dilutive common equivalent shares deemed outstanding, determined in accordance\n  with generally accepted accounting principles.<\/p>\n
(s) \u0093Fiscal Year<\/u>\u0094 means a fiscal year of the Company.<\/p>\n
(t) \u0093Individual\n  Performance Objective<\/u>\u0094 means any individual Company business-related\n  objective that is objectively determinable within the meaning of Code Section 162(m)\n  and the Treasury Regulations promulgated thereunder.  Individual Performance Objectives shall\n  include, but not be limited to, improvement in customer satisfaction, opening\n  of additional retail stores, and<\/p>\n 
2<\/p>\n\n\n
similar objectively determinable performance objectives related to the\n  Participant\u0092s job responsibilities with the Company.<\/p>\n
(u) \u0093Employee<\/u>\u0094 means any person employed by the Company or any Parent or Subsidiary of the\n  Company subject to (k) above.<\/p>\n
(v) \u0093Exchange Act<\/u>\u0094 means the Securities Exchange Act of 1934, as amended.<\/p>\n
(w) \u0093Fair Market Value<\/u>\u0094 means, as of any date, the value of Common Stock determined as follows:(i)                                     If the Common\n  Stock is listed on any established stock exchange or a national market system,\n  including without limitation the Nasdaq National Market or The Nasdaq SmallCap\n  Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing\n  sales price for such stock (or the closing bid, if no sales were reported) as\n  quoted on such exchange or system, on the date of determination or, if the date\n  of determination is not a trading day, the immediately preceding trading day;(ii)                                  If the Common Stock\n  is regularly quoted by a recognized securities dealer but selling prices are\n  not reported, the Fair Market Value of a Share of Common Stock shall be the\n  mean between the high bid and low asked prices for the Common Stock on the date\n  of determination or, if there are no quoted prices on the date of\n  determination, on the last day on which there are quoted prices prior to the\n  date of determination; or(iii)                               In the absence of an\n  established market for the Common Stock, the Fair Market Value shall be\n  determined in good faith by the Administrator.<\/p>\n
(x) \u0093Incentive Stock\n  Option<\/u>\u0094 means an Option intended to qualify as an incentive stock option\n  within the meaning of Section 422 of the Code and the regulations\n  promulgated thereunder and is expressly designated by the Administrator at the\n  time of grant as an incentive stock option.<\/p>\n
(y) \u0093Net Income<\/u>\u0094 means as to any Fiscal Year, the income after taxes of the Company for the\n  Fiscal Year determined in accordance with generally accepted accounting\n  principles.<\/p>\n
(z) \u0093Operating Cash\n  Flow<\/u>\u0094 means the Company\u0092s or a business unit\u0092s sum of Net Income plus\n  depreciation and amortization less capital expenditures plus changes in working\n  capital comprised of accounts receivable, inventories, other current assets,\n  trade accounts payable, accrued expenses, product warranty, advance payments\n  from customers and long-term accrued expenses, determined in accordance with\n  generally acceptable accounting principles.<\/p>\n
(aa) \u0093Operating Income<\/u>\u0094\n    \nmeans the Company\u0092s or a business unit\u0092s income from operations determined in\n    accordance with generally accepted accounting principles.<\/p>\n
(bb) \u0093Nonstatutory Stock Option<\/u>\u0094 means an Option not intended to qualify as an Incentive Stock Option.<\/p>\n
(cc) \u0093Option<\/u>\u0094 means a\n    stock option granted pursuant to the Plan.<\/p>\n 
3<\/p>\n\n\n\n
(dd) \u0093Optioned Stock<\/u>\u0094 means\n  the Common Stock subject to an Option, SAR or Stock Purchase Right.<\/p>\n
(ee) \u0093Participant<\/u>\u0094 means\n  the holder of an outstanding Award granted under the Plan.<\/p>\n
(ff) \u0093Parent<\/u>\u0094 means a\n    \n\u0093parent corporation,\u0094 whether now or hereafter existing, as defined in Section 424(e) of\n    the Code.<\/p>\n
(gg) \u0093Performance Goals<\/u>\u0094\n  means the goal(s) (or combined goal(s)) determined by the Committee (in its\n  discretion) to be applicable to a Participant with respect to an Award.  As determined by the Committee, the\n  Performance Goals applicable to an Award may provide for a targeted level or\n  levels of achievement using one or more of the following measures: (a) Annual\n  Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net\n  Income, (e) Operating Cash Flow, (f) Operating Income, (g) Return\n  on Assets, (h) Return on Equity, (i) Return on Sales, (j) Total\n  Stockholder Return, and (k) Individual Performance Objectives.  The Performance Goals may differ from\n  Participant to Participant and from Award to Award.  The Administrator shall appropriately adjust\n  any evaluation of performance under a Performance Goal to exclude (i) any\n  extraordinary non-recurring items as described in Accounting Principles Board\n  Opinion No. 30 and\/or in management\u0092s discussion and analysis of financial\n    conditions and results of operations appearing in the Company\u0092s annual report\n    to shareholders for the applicable year, or (ii) the effect of any changes\n    in accounting principles affecting the Company\u0092s or a business units\u0092 reported\n    results.<\/p>\n
(hh) \u0093Performance Share<\/u>\u0094 means a performance share Award granted to a Participant pursuant to Section 14.<\/p>\n
(ii) \u0093Plan<\/u>\u0094 means\n    this 2003 Employee Stock Plan.<\/p>\n
(jj) \u0093Restricted Stock<\/u>\u0094 means shares of Common Stock acquired pursuant to a grant of Stock Purchase\n    Rights under Section 12 of the Plan.<\/p>\n
(kk) \u0093Restricted Stock Unit<\/u>\u0094 means a bookkeeping entry representing an amount equal to the Fair Market Value\n    of one Share, granted pursuant to Section 13.  Each Restricted Stock Unit represents an\n    unfunded and unsecured obligation of the Company.<\/p>\n
(ll) \u0093Return on Assets<\/u>\u0094\n  means the percentage equal to the Company\u0092s or a business unit\u0092s Operating\n    Income before incentive compensation, divided by average net Company or\n    business unit, as applicable, assets, determined in accordance with generally\n    accepted accounting principles.<\/p>\n
(mm) \u0093Return on Equity<\/u>\u0094 means\n    the percentage equal to the Company\u0092s Net Income divided by average shareholder\u0092s\n    equity, determined in accordance with generally accepted accounting principles.<\/p>\n (nn)                          \u0093Return on Sales<\/u>\u0094\n\nmeans the percentage equal to the Company\u0092s or a business unit\u0092s Operating\nIncome before incentive compensation, divided by the Company\u0092s or the business\nunit\u0092s, as applicable, revenue, determined in accordance with generally\naccepted accounting principles. 
4<\/p>\n\n\n
(oo) \u0093Rule 16b-3<\/u>\u0094 means Rule 16b-3\n  of the Exchange Act or any successor to Rule 16b-3, as in effect when\n  discretion is being exercised with respect to the Plan.<\/p>\n
(pp) \u0093Stock Appreciation Right<\/u>\u0094\n  or \u0093SAR\u0094 means a stock appreciation right granted pursuant to Section 10\n  below.<\/p>\n
(qq) \u0093Section 16(b)<\/u>\u0094 means Section 16(b) of the Exchange Act.<\/p>\n
(rr) \u0093Share<\/u>\u0094 means a\n  share of the Common Stock, as adjusted in accordance with Section 17 of\n  the Plan.<\/p>\n
(ss) \u0093Stock Purchase Right<\/u>\u0094 means the right to purchase Common Stock pursuant to Section 12 of the\n  Plan, as evidenced by an Award Agreement.<\/p>\n
(tt) \u0093Subsidiary<\/u>\u0094\n  means a \u0093subsidiary corporation\u0094, whether now or hereafter existing, as defined\n  in Section 424(f) of the Code.<\/p>\n
(uu) \u0093Total Stockholder Return<\/u>\u0094\n  means the total return (change in share price plus reinvestment of any\n  dividends) of a share of the Company\u0092s common stock.<\/p>\n
3. Stock Subject\n    to the Plan<\/u>.  Subject to the\n    provisions of Section 17 of the Plan, the maximum aggregate number of\n    Shares which may be issued under the Plan is 145,000,000 Shares. The Shares may\n    be authorized, but unissued, or reacquired Common Stock. <\/p>\n
Any Shares subject to Options or SARs shall\nbe counted against the numerical limits of this Section 3 as one Share for\nevery Share subject thereto.  With\nrespect to Awards granted on or after the date of receiving shareholder\napproval of the amended Plan in 2005, any Shares subject to Stock Purchase\nRights, Performance Shares or Restricted Stock Units with a per share or unit\npurchase price lower than 100% of Fair Market Value on the date of grant shall\nbe counted against the numerical limits of this Section 3 as two Shares\nfor every one Share subject thereto.  To\nthe extent that a Share that was subject to an Award that counted as two Shares\nagainst the Plan reserve pursuant to the preceding sentence is recycled back\ninto the Plan under the next paragraph of this Section 3, the Plan shall\nbe credited with two Shares.<\/p>\n\n\n\n
If an Award expires or becomes unexercisable\nwithout having been exercised in full, or, with respect to Restricted Stock,\nPerformance Shares or Restricted Stock Units, is forfeited to or repurchased by\nthe Company, the unpurchased Shares (or for Awards other than Options and SARs,\nthe forfeited or repurchased shares) which were subject thereto shall become\navailable for future grant or sale under the Plan (unless the Plan has\nterminated).  With respect to SARs,  when a stock settled SAR is exercised, the\nShares subject to a SAR grant agreement shall be counted against the numerical\nlimits of Section 3 above, as one share for every share subject thereto,\nregardless of the number of shares used to settle the SAR upon exercise. Shares\nthat have actually been issued under the Plan under any Award shall not be\nreturned to the Plan and shall not become available for future distribution under\nthe Plan; provided, however, that if Shares of Restricted Stock, Performance\nShares or Restricted Stock Units are repurchased by the Company at their\noriginal purchase price or are forfeited to the Company, such Shares shall\nbecome available for future grant under the Plan.  Shares used to pay the exercise price of an\nOption shall not become available for future grant or sale under the Plan.  Shares used to satisfy tax withholding\nobligations shall not become available for future grant or sale under the Plan.  To the extent an Award under the Plan is paid\nout in cash rather<\/p>\n\n 
5<\/p>\n\n\n
than stock, such cash payment shall not reduce the number of Shares\navailable for issuance under the Plan. \nAny payout of Dividend Equivalents, because they are payable only in\ncash, shall not reduce the number of Shares available for issuance under the\nPlan.  Conversely, any forfeiture of\nDividend Equivalents shall not increase the number of Shares available for\nissuance under the Plan.<\/p>\n\n\n\n
4.                                       Administration\n  of the Plan<\/u>. <\/p>\n
(a) Procedure<\/u>.<\/p>\n
(i) Multiple\n  Administrative Bodies<\/u>.  If permitted\n  by Rule 16b-3 promulgated under the Exchange Act or any successor rule thereto,\n  as in effect at the time that discretion is being exercised with respect to the\n  Plan, and by the legal requirements of the Applicable Laws relating to the\n  administration of stock plans such as the Plan, if any, the Plan may (but need\n  not) be administered by different administrative bodies with respect to (a) Directors\n  who are Employees, (b) Officers who are not Directors, and (c) Employees\n  who are neither Directors nor Officers.<\/p>\n
(ii) Section 162(m)<\/u>.  To the extent that the Administrator\n  determines it to be desirable to qualify Awards granted hereunder as \u0093performance-based\n  compensation\u0094 within the meaning of Section 162(m) of the Code, the Plan\n  shall be administered by a Committee of two or more \u0093outside directors\u0094 within\n  the meaning of Section 162(m) of the Code.<\/p>\n
(iii) Rule 16b-3<\/u>.  To the extent desirable to qualify\n    transactions hereunder as exempt under Rule 16b-3, the transactions\n    contemplated hereunder shall be structured to satisfy the requirements for\n    exemption under Rule 16b-3.<\/p>\n
(iv) Other Administration<\/u>.  Other than as provided above, the Plan shall\n      be administered by (a) the Board or (b) a Committee, which committee\n      shall be constituted to satisfy Applicable Laws.<\/p>\n
(b) Powers of the\n        Administrator<\/u>.  Subject to the\n        provisions of the Plan, and in the case of a Committee, subject to the specific\n        duties delegated by the Board to such Committee, the Administrator shall have\n        the authority, in its discretion:(i)                                     to determine the\n        Fair Market Value;(ii)                                  to select the\n        person(s) to whom Awards may be granted hereunder;(iii)                               to determine the number\n        of shares of Common Stock to be covered by each Award granted hereunder;(iv)                              to approve forms of Award\n        Agreement for use under the Plan;(v)                                 to determine the terms\n        and conditions, not inconsistent with the terms of the Plan, of any Award\n        granted hereunder.  Such terms and\n        conditions include, but are not limited to, the exercise price, the date of\n        grant, the time or times when Awards may be exercised (or are earned) (which\n        may be based on performance criteria), any vesting acceleration or waiver of\n        forfeiture restrictions, and any restriction or limitation regarding any Award\n        or the shares of Common Stock relating thereto, based in each case on such\n        factors as the Administrator, in its sole<\/p>\n 
6<\/p>\n\n
discretion, shall determine; \n  provided, however, that with respect to Shares of Restricted Stock\n  subject to Stock Purchase Rights, Performance Shares or Restricted Stock Units\n  vesting solely based on continuing as an Employee or Chairman, they will vest\n  in full no earlier (except if accelerated pursuant to Sections 17 or 4(b)(ix) hereof)\n  than the three (3) year anniversary of the grant date; provided, further,\n  that if vesting is not solely employment- or Chairmanship-based, they will vest\n  in full no earlier (except if accelerated pursuant to Sections 17 or 4(b)(ix) hereof)\n  than the one (1) year anniversary of the grant date;(vi)                              the Administrator may not \u0093reprice\u0094 Options, SARs or Stock Purchase Rights, including 6-months-plus-1-day\n  option exchange programs, without shareholder approval;(vii)                           to construe and interpret\n  the terms of the Plan and Awards granted pursuant to the Plan;(viii)                        to prescribe, amend and rescind\n  rules and regulations relating to the Plan, including rules and\n  regulations relating to sub-plans established for the purpose of qualifying for\n  preferred tax treatment under foreign tax laws;(ix)                                to modify or amend each\n  Award (subject to Section 19(c) of the Plan), including the\n  discretionary authority to extend the post-termination exercisability period of\n  Options and SARs longer than is otherwise provided for in the Plan; however,\n  the Administrator may not extend the post-termination exercisability period\n  beyond the earlier of the date the Award would otherwise expire by its terms\n  due to the passage of time from the date of grant or seven (7) years;(x)                                   to allow\n  Participants to satisfy withholding tax obligations by electing to have the\n  Company withhold from the Shares to be issued upon exercise of an Option, SAR\n  or Stock Purchase Right or upon vesting or payout of another Award, that number\n  of Shares or cash having a Fair Market Value equal to the amount required to be\n  withheld.  The Fair Market Value of the\n  Shares to be withheld shall be determined on the date that the amount of tax to\n  be withheld is to be determined.  All\n  elections by a Participant to have Shares or cash withheld for this purpose\n  shall be made in such form and under such conditions as the Administrator may\n  deem necessary or advisable;(xi)                                to determine whether\n  Awards will be adjusted for Dividend Equivalents;(xii)                             to authorize any person to\n  execute on behalf of the Company any instrument required to effect the grant of\n  an Award previously granted by the Administrator; and(xiii)                          to make all other\n  determinations deemed necessary or advisable for administering the Plan.<\/p>\n
(c) Effect of\n  Administrator\u0092s Decision<\/u>.  The\n  Administrator\u0092s decisions, determinations and interpretations shall be final\n  and binding on all Participants and any other holders of Awards.5. Eligibility<\/u>.  Awards may be granted to Employees and the Chairman.  Incentive Stock Options may be granted only\n  to Employees.<\/p>\n\n\n
7<\/p>\n\n\n
6.                                       No Employment\n  Rights<\/u>.  Neither the Plan nor any\n  Award shall confer upon a Participant any right with respect to continuing the\n  Participant\u0092s relationship as an Employee with or Chairman of the Company, nor\n  shall they interfere in any way with the Participant\u0092s right or the Company\u0092s\n  right to terminate such relationship at any time, with or without cause. <\/p>\n
7. Code Section 162(m)\n  Provisions<\/u>. <\/p>\n
(a) Option and SAR\n  Annual Share Limit<\/u>.  No Participant\n  shall be granted, in any Fiscal Year, Options and Stock Appreciation Rights to\n  purchase more than 34,000,000 Shares.<\/p>\n
(b) Restricted Stock\n  Subject to Stock Purchase Rights, Performance Share and Restricted Stock Unit\n  Annual Limit<\/u>.  No Participant shall\n  be granted, in any Fiscal Year, more than 10,000,000 Shares in the aggregate of\n  the following: (i) Restricted Stock subject to Stock Purchase Rights, (ii) Performance\n  Shares, or (iii) Restricted Stock Units.<\/p>\n
(c) Section 162(m)\n  Performance Restrictions<\/u>.  For\n  purposes of qualifying grants of Restricted Stock subject to Stock Purchase\n  Rights, Performance Shares or Restricted Stock Units as \u0093performance-based\n  compensation\u0094 under Section 162(m) of the Code, the Administrator, in its\n  discretion, may set restrictions based upon the achievement of Performance\n  Goals.  The Performance Goals shall be\n  set by the Administrator on or before the latest date permissible to enable the\n  Restricted Stock subject to Stock Purchase Rights, Performance Shares or\n  Restricted Stock Units to qualify as \u0093performance-based compensation\u0094 under Section 162(m)\n  of the Code.  In granting Restricted\n  Stock subject to Stock Purchase Rights, Performance Shares or Restricted Stock\n  Units which are intended to qualify under Section 162(m) of the Code, the\n  Administrator shall follow any procedures determined by it from time to time to\n  be necessary or appropriate to ensure qualification of the Award under Section 162(m)\n  of the Code (e.g., in determining the Performance Goals).<\/p>\n
(d) Changes in\n  Capitalization<\/u>.  The numerical\n  limitations in Sections 7(a) and (b) shall be adjusted\n  proportionately in connection with any change in the Company\u0092s capitalization\n  as described in Section 18(a).<\/p>\n
8. Term of Plan<\/u>.  Subject to Section 23 of the Plan, the\n    Plan shall continue in effect until February 8, 2015. <\/p>\n
9. Stock Options<\/u>. <\/p>\n
(a) Type of Option<\/u>.  Each Option shall be designated in the Award\n        Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, not withstanding such designation,\n        to the extent that the aggregate Fair Market Value of the Shares with respect\n        to which Incentive Stock Options are exercisable for the first time by the\n        Participant during any calendar year (under all plans of the Company and any\n        Parent or Subsidiary) exceeds $100,000, such Options shall be treated as\n        Nonstatutory Stock Options.  For purposes\n        of this Section 9(a), Incentive Stock Options shall be taken into account\n        in the order in which they were granted. \n        The Fair Market Value of the Shares shall be determined as of the time\n        the Option with respect to such Shares is granted.<\/p>\n
(b) Term<\/u>.  The term of each Option shall be seven (7) years\n          from the date of grant or such shorter term as may be provided in the Award\n          Agreement.  Moreover, in the case of an\n          Incentive Stock Option granted to a Participant who, at the time the Incentive\n          Stock Option is granted, owns stock representing more than ten percent (10%) of\n          the total combined voting power of<\/p>\n
8<\/p>\n\n\n\n
all classes of stock of the Company or any Parent or Subsidiary, the\n  term of the Incentive Stock Option shall be five (5) years from the date\n  of grant or such shorter term as may be provided in the Award Agreement.<\/p>\n
(c) Option Exercise\n    Price and Consideration<\/u>.<\/p>\n
(i) Exercise Price<\/u>.  The per share exercise price for the Shares\n      to be issued pursuant to exercise of an Option shall be no less than 100% of\n      the Fair Market Value per Share on the date of grant; provided, however, that\n      in the case of an Incentive Stock Option granted to an Employee who, at the\n      time the Incentive Stock Option is granted, owns stock representing more than\n      ten percent (10%) of the voting power of all classes of stock of the Company or\n      any Parent or Subsidiary, the per Share exercise price shall be no less than\n      110% of the Fair Market Value per Share on the date of grant.<\/p>\n
(ii) Waiting Period and\n        Exercise Dates<\/u>.  At the time an\n        Option is granted, the Administrator shall fix the period within which the Option\n        may be exercised and shall determine any conditions which must be satisfied\n        before the Option may be exercised.<\/p>\n
(iii) Form of\n          Consideration<\/u>.  The Administrator\n          shall determine the acceptable form of consideration for exercising an Option,\n          including the method of payment.  In the\n          case of an Incentive Stock Option, the Administrator shall determine the\n          acceptable form of consideration at the time of grant.  Such consideration may consist entirely of:<\/p>\n
(1)                                  cash; (2)                                  check; (3)                                  promissory note; (4)                                  other Shares which\n  have a Fair Market Value on the date of surrender equal to the aggregate\n  exercise price of the Shares as to which said Option shall be exercised (which\n  may include Shares that would otherwise be issued pursuant to the Option); (5)                                  consideration\n  received by the Company under a cashless exercise program implemented by the\n  Company in connection with the Plan; (6)                                  a reduction in the\n  amount of any Company liability to the Participant, including any liability\n  attributable to the Participant\u0092s participation in any Company-sponsored\n  deferred compensation program or arrangement; (7)                                  any combination of\n  the foregoing methods of payment; or (8)                                  such other\n  consideration and method of payment for the issuance of Shares to the extent\n  permitted by Applicable Laws. <\/p>\n
10. Stock Appreciation\n    Rights<\/u>. <\/p>\n
(a) Granted in\n      Connection with Options<\/u>.  At the sole\n      discretion of the Administrator, SARs may be granted in connection with all or\n      any part of an Option, either<\/p>\n 
9<\/p>\n\n\n\n 
concurrently with the grant of the Option or at any time thereafter\n  during the term of the Option. The following provisions apply to SARs that are\n  granted in connection with Options:(i)                                     The SAR shall\n  entitle the Participant to exercise the SAR by surrendering to the Company\n  unexercised a portion of the related Option. \n  The Participant shall receive in exchange from the Company an amount\n  equal to the excess of (x) the Fair Market Value on the date of exercise of\n  the SAR of the Common Stock covered by the surrendered portion of the related\n  Option over (y) the exercise price of the Common Stock covered by the\n  surrendered portion of the related Option. \n  \nNotwithstanding the foregoing, the Administrator may place limits on the\n  amount that may be paid upon exercise of a SAR; provided, however, that such\n  limit shall not restrict the exercisability of the related Option;(ii)                                  When a SAR is\n  exercised, the related Option, to the extent surrendered, shall no longer be\n  exercisable;(iii)                               A SAR shall be\n  exercisable only when and to the extent that the related Option is exercisable\n  and shall expire no later than the date on which the related Option expires;\n  and(iv)                              A SAR may only be\n  exercised at a time when the Fair Market Value of the Common Stock covered by\n  the related Option exceeds the exercise price of the Common Stock covered by\n  the related Option.<\/p>\n 
(b) Independent SARs<\/u>.  At the sole discretion of the Administrator,\n  SARs may be granted without related Options. \n  The following provisions apply to SARs that are not granted in\n  connection with Options:(i)                                     The SAR shall\n  entitle the Participant, by exercising the SAR, to receive from the Company an\n  amount equal to the excess of (x) the Fair Market Value of the Common\n  Stock covered by exercised portion of the SAR, as of the date of such exercise,\n  over (y) the Fair Market Value of the Common Stock covered by the\n  exercised portion of the SAR, as of the date on which the SAR was granted;\n  provided, however, that the Administrator may place limits on the amount that may\n  be paid upon exercise of a SAR; and(ii)                                  SARs shall be\n  exercisable, in whole or in part, at such times as the Administrator shall\n  specify in the Participant\u0092s Award Agreement; (iii)                               The\nterm of each SAR shall be seven (7) years from the date of grant or such\nshorter term as may be provided in the Award Agreement.<\/p>\n 
(c)                                  Form of\n  Payment<\/u>.  The Company\u0092s obligation\n  arising upon the exercise of a SAR may be paid in Common Stock or in cash, or\n  in any combination of Common Stock and cash, as the Administrator, in its sole\n  discretion, may determine.  Shares issued\n  upon the exercise of a SAR shall be valued at their Fair Market Value as of the\n  date of exercise.<\/p>\n 
(d) Rule 16b-3<\/u>.  SARs granted hereunder shall contain such\n    additional restrictions as may be required to be contained in the Plan or Award\n    Agreement in order for the SAR to qualify for the maximum exemption provided by\n    Rule 16b-3. <\/p>\n 
10<\/p>\n\n 
11.                                 Exercise of Option\n  or SAR<\/u>. <\/p>\n 
(a) Procedure for\n    Exercise; Rights as a Shareholder<\/u>. \n    Any Option or SAR granted hereunder shall be exercisable according to\n    the terms of the Plan and at such times and under such conditions as determined\n    by the Administrator and set forth in the Award Agreement.  An Option may not be exercised for a fraction\n    of a Share.<\/p>\n 
An Option or SAR shall be deemed exercised\nwhen the Company receives: (i) written or electronic notice of exercise\n(in accordance with the terms of the Option or SAR) from the person entitled to\nexercise the Option or SAR, and (ii) full payment for the Shares with\nrespect to which the Option is exercised. \nFull payment may consist of any consideration and method of payment\nauthorized by the Administrator and permitted by the Award Agreement and the Plan.  Shares issued upon exercise of an Option\nshall be issued in the name of the Participant or, if requested by the\nParticipant, in the name of the Participant and his or her spouse.  Until the Shares are issued (as evidenced by\nthe appropriate entry on the books of the Company or of a duly authorized\ntransfer agent of the Company), no right to vote or receive dividends or any\nother rights as a shareholder shall exist with respect to the Optioned Stock,\nnotwithstanding the exercise of the Option. \nThe Company shall issue (or cause to be issued) such Shares promptly\nafter the Option is exercised.  No\nadjustment will be made for a dividend or other right for which the record date\nis prior to the date the Shares are issued, except as provided in Section 17\nof the Plan.<\/p>\n\n\n\n
Exercising an Option in any manner shall\ndecrease the number of Shares thereafter available, both for purposes of the\nPlan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.  Exercise of a SAR\nin any manner shall, to the extent the SAR is exercised, result in a decrease\nin the number of Shares which thereafter shall be available for purposes of the\nPlan, and the SAR shall cease to be exercisable to the extent it has been\nexercised.<\/p>\n\n\n\n
(b)                                 Termination of\n  Continuous Status as Chairman<\/u>.  Upon\n  termination of a Participant\u0092s Continuous Status as Chairman (other than\n  termination by reason of the Participant\u0092s death), the Participant may, but\n  only within ninety (90) days after the date of such termination, exercise his\n  or her Option or SAR to the extent that it was exercisable at the date of such\n  termination.  Notwithstanding the\n  foregoing, however, an Option or SAR may not be exercised after the date the\n  Option or SAR would otherwise expire by its terms due to the passage of time\n  from the date of grant.<\/p>\n
(c) Termination of\n  Continuous Employment<\/u>.  Upon\n  termination of a Participant\u0092s Continuous Status as Employee (other than\n  termination by reason of the Participant\u0092s death), the Participant may, but\n  only within ninety (90) days after the date of such termination, exercise his\n  or her Option or SAR to the extent that it was exercisable at the date of such\n  termination.  Notwithstanding the\n  foregoing, however, an Option or SAR may not be exercised after the date the\n  Option or SAR would otherwise expire by its terms due to the passage of time\n  from the date of grant.
\n<\/p>\n
(d) Death of\n  Participant<\/u>.  If a Participant dies (i) while\n  an Employee or Chairman, the Option or SAR may be exercised at any time within\n  six (6) months (or such other period of time not exceeding twelve (12)\n  months as determined by the Administrator) following the date of death by the\n  Participant\u0092s estate or by a person who acquired the right to exercise the\n  Option by bequest or inheritance, but only to the extent of the right to\n  exercise that would have accrued had the Participant continued living and\n  terminated his or her employment six (6) months (or such other period of\n  time <\/p>\n
11<\/p>\n\n\n\n not exceeding twelve (12) months as determined by the Administrator)\nafter the date of death; or (ii) within ninety (90) days after the\ntermination of Continuous Status as an Employee or Chairman, the Option or SAR\nmay be exercised, at any time within six (6) months (or such other period\nof time not exceeding twelve (12) months as determined by the Administrator)\nfollowing the date of death by the Participant\u0092s estate or by a person who\nacquired the right to exercise the Option or SAR by bequest or inheritance, but\nonly to the extent of the right to exercise that had accrued at the date of\ntermination.  If the Option or SAR is not\nso exercised within the time specified herein, the Option or SAR shall\nterminate, and the Shares covered by such Option or SAR shall revert to the\nPlan.
Notwithstanding the foregoing, however, an\nOption or SAR may not be exercised after the date the Option or SAR would\notherwise expire by its terms due to the passage of time from the date of\ngrant.<\/p>\n\n\n\n
(e)                                  Buyout Provisions<\/u>.  The Administrator may at any time offer to\n  buy out for a payment in cash or Shares an Option or SAR previously granted\n  based on such terms and conditions as the Administrator shall establish and\n  communicate to the Participant at the time that such offer is made.<\/p>\n
12. Stock Purchase\n  Rights<\/u>. <\/p>\n
(a) Rights to Purchase<\/u>.  Stock Purchase Rights may be issued either\n    alone, in addition to, or in tandem with other Awards and\/or cash awards made\n    outside of the Plan.  After the\n    Administrator determines that it will offer Stock Purchase Rights under the\n    Plan, it shall advise the Participant in writing or electronically, of the\n    terms, conditions and restrictions related to the offer, including the number\n    of Shares that the Participant shall be entitled to purchase, the price to be\n    paid, and the time within which the Participant must accept such offer.  The offer shall be accepted by execution of\n    an Award Agreement in the form determined by the Administrator.<\/p>\n
(b) Repurchase Option<\/u>.  Unless the Administrator determines\n  otherwise, the Award Agreement shall grant the Company a repurchase option\n  exercisable upon the voluntary or involuntary termination of the purchaser\u0092s\n  service with the Company for any reason (including death or Disability).  The purchase price for Shares repurchased\n  pursuant to the Award Agreement shall be the original price paid by the purchaser\n  and may be paid by cancellation of any indebtedness of the purchaser to the\n  Company.  The repurchase option shall\n  lapse at a rate determined by the Administrator.<\/p>\n
(c) Other Provisions<\/u>.  The Award Agreement shall contain such other\n    terms, provisions and conditions not inconsistent with the Plan as may be\n    determined by the Administrator in its sole discretion.<\/p>\n
(d) Rights as a\n      Shareholder<\/u>.  Once the Stock Purchase\n      Right is exercised, the purchaser shall have the rights equivalent to those of\n      a shareholder, and shall be a shareholder when his or her purchase is entered\n      upon the records of the duly authorized transfer agent of the Company.  No adjustment will be made for a dividend or\n      other right for which the record date is prior to the date the Stock Purchase\n      Right is exercised, except as provided in Section 17 of the Plan. <\/p>\n
12<\/p>\n\n\n  
13.                                 Restricted Stock\n  Units<\/u>. <\/p>\n  
(a) Grant<\/u>.  Restricted Stock Units may be granted at any\n    time and from time to time as determined by the Administrator.  After the Administrator determines that it\n    will grant Restricted Stock Units under the Plan, it shall advise the\n    Participant in writing or electronically of the terms, conditions, and\n    restrictions related to the grant, including the number of Restricted Stock\n    Units and the form of payout, which, subject to Section 13(d), may be left\n    to the discretion of the Administrator.<\/p>\n  
(b) Vesting Criteria\n      and Other Terms<\/u>.  The Administrator\n      shall set vesting criteria in its discretion, which, depending on the extent to\n      which the criteria are met, will determine the number of Restricted Stock Units\n      that will be paid out to the Participant. \n      The Administrator may set vesting criteria based upon the achievement of\n      Company-wide, business unit, or individual goals (including, but not limited\n      to, continued employment), or any other basis determined by the Administrator\n      in its discretion.<\/p>\n  
(c) Earning Restricted\n        Stock Units<\/u>.  Upon meeting the\n        applicable vesting criteria, the Participant shall be entitled to receive a\n        payout as specified in the Restricted Stock Unit Award Agreement.  Notwithstanding the foregoing, at any time\n        after the grant of Restricted Stock Units, the Administrator, in its sole\n        discretion, may reduce or waive any vesting criteria that must be met to\n        receive a payout.<\/p>\n  
(d) Form and\n          Timing of Payment<\/u>.  Payment of earned\n          Restricted Stock Units shall be made as soon as practicable after the date(s)\n          set forth in the Restricted Stock Unit Award Agreement.  The Administrator, in its sole discretion,\n          may pay earned Restricted Stock Units in cash, Shares, or a combination\n          thereof.  Shares represented by\n          Restricted Stock Units that are fully paid in cash again shall be available for\n          grant under the Plan.<\/p>\n  
(e) Cancellation<\/u>.  On the date set forth in the Restricted Stock\n            Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to\n            the Company.<\/p>\n  
14. Performance Shares<\/u>. <\/p>\n  
(a) Grant of\n              Performance Shares<\/u>.  Subject to the\n              terms and conditions of the Plan, Performance Shares may be granted to\n              Participants at any time as shall be determined by the Administrator, in its\n              sole discretion.  Subject to Section 7(b) hereof,\n              the Administrator shall have complete discretion to determine (i) the\n              number of Shares subject to a Performance Share award granted to any\n              Participant, and (ii) the conditions that must be satisfied, which\n              typically will be based principally or solely on achievement of performance\n              milestones but may include a service-based component, upon which is conditioned\n              the grant or vesting of Performance Shares. \n              Performance Shares shall be granted in the form of units to acquire\n              Shares.  Each such unit shall be the\n              equivalent of one Share for purposes of determining the number of Shares\n              subject to an Award.  Until the Shares\n              are issued, no right to vote or receive dividends or any other rights as a\n              stockholder shall exist with respect to the units to acquire Shares.<\/p>\n  
(b) Other Terms<\/u>.  The Administrator, subject to the provisions\n                of the Plan, shall have complete discretion to determine the terms and\n                conditions of Performance Shares granted under the Plan.  Performance Share grants shall be subject to\n                the terms, conditions, and restrictions <\/p>\n  
13<\/p>\n\n  
determined by the Administrator at the time the stock is awarded, which\n  may include such performance-based milestones as are determined appropriate by\n  the Administrator.  The Administrator may\n  require the recipient to sign a Performance Shares Award Agreement as a condition\n  of the award.  Any certificates\n  representing the Shares of stock awarded shall bear such legends as shall be\n  determined by the Administrator.<\/p>\n  
(c) Performance Share\n  Award Agreement<\/u>.  Each Performance\n  Share grant shall be evidenced by an Award Agreement that shall specify such\n  other terms and conditions as the Administrator, in its sole discretion, shall\n  determine.<\/p>\n  
15. Transferability of\n  Awards<\/u>.  Unless determined otherwise\n  by the Administrator, an Award may not be sold, pledged, assigned,\n  hypothecated, transferred, or disposed of in any manner other than by will or\n  by the laws of descent or distribution or pursuant to a qualified domestic\n  relations order as defined by the Code or Title 1 of the Employee Retirement\n  Income Security Act, and may be exercised, during the lifetime of the Participant,\n  only by the Participant.  If the\n  Administrator makes an Award transferable, such Award shall contain such\n  additional terms and conditions as the Administrator deems appropriate. <\/p>\n  
16. Stock Withholding\n  to Satisfy Withholding Tax Obligations<\/u>. \n  \nWhen a Participant incurs tax liability in connection with the exercise,\n  vesting or payout, as applicable, of an Award, which tax liability is subject\n  to tax withholding under applicable tax laws, and the Participant is obligated\n  to pay the Company an amount required to be withheld under applicable tax laws,\n  the Participant may satisfy the withholding tax obligation by electing to have\n  the Company withhold from the Shares to be issued upon exercise of the Option,\n  SAR or Stock Purchase Right or the Shares to be issued upon payout or vesting\n  of the other Award, if any, that number of Shares having a Fair Market Value\n  equal to the amount required to be withheld. \n  The Fair Market Value of the Shares to be withheld shall be determined\n  on the date that the amount of tax to be withheld is to be determined (the \u0093Tax\n  Date\u0094). <\/p>\n  
All elections by a Participant to have Shares\nwithheld for this purpose shall be made in writing in a form acceptable to the\nAdministrator and shall be subject to the following restrictions:<\/p>\n\n\n\n(a)                                  the election must be\nmade on or prior to the applicable Tax Date; and (b)                                 all elections shall be\nsubject to the consent or disapproval of the Administrator.\n
In the event the election to have Shares\nsubject to an Option, SAR or Stock Purchase Right withheld is made by a\nParticipant and the Tax Date is deferred under Section 83 of the Code\nbecause no election is filed under Section 83(b) of the Code, the\nParticipant shall receive the full number of Shares with respect to which the\nOption, SAR or Stock Purchase Right is exercised but such Participant shall be\nunconditionally obligated to tender back to the Company the proper number of\nShares on the Tax Date.<\/p>\n\n\n\n
17.                                 Adjustments Upon\n  Changes in Capitalization, Dissolution, Merger or Asset Sale<\/u>. <\/p>\n
(a) Changes in Capitalization<\/u>.  Subject to any required action by the\n    shareholders of the Company, the number of shares of Common Stock covered by\n    each outstanding Award and the number of shares of Common Stock which have been\n    authorized for issuance under the Plan but <\/p>\n
14<\/p>\n\n\n\n 
as to which no Awards have yet been granted or which have been returned\n  to the Plan upon cancellation or expiration of an Award, as well as the price\n  per share, if any, of Common Stock covered by each such outstanding Award and\n  the 162(m) fiscal year share issuance limits under Sections 7(a) and (b) hereof\n  shall, shall be proportionately adjusted for any increase or decrease in the\n  number of issued shares of Common Stock resulting from a stock split, reverse\n  stock split, stock dividend, combination or reclassification of the Common\n  Stock, or any other increase or decrease in the number of issued shares of\n  Common Stock effected without receipt of consideration by the Company;\n  provided, however, that conversion of any convertible securities of the Company\n  shall not be deemed to have been \u0093effected without receipt of consideration.\u0094 Such adjustment shall be made by the Board, whose determination in that respect\n  shall be final, binding and conclusive. \n  Except as expressly provided herein, no issuance by the Company of\n  shares of stock of any class, or securities convertible into shares of stock of\n  any class, shall affect, and no adjustment by reason thereof shall be made with\n  respect to, the number or price of shares of Common Stock subject to an Award.<\/p>\n 
(b) Dissolution or\n    Liquidation<\/u>.  In the event of the\n    proposed dissolution or liquidation of the Company, all outstanding Awards will\n    terminate immediately prior to the consummation of such proposed action, unless\n    otherwise provided by the Administrator. \n    The Administrator in its discretion may provide for a Participant to\n    have the right to exercise his or her Option, SAR or Stock Purchase Right until\n    ten (10) days prior to such transaction as to all of the Awarded Stock covered\n    thereby, including Shares as to which the Award would not otherwise be\n    exercisable.  In addition, the\n    Administrator may provide that any Company repurchase option or forfeiture\n    rights applicable to any Award shall lapse 100%, and that any Award vesting\n    shall accelerate 100%, provided the proposed dissolution or liquidation takes\n    place at the time and in the manner contemplated.  To the extent it has not been previously\n    exercised (with respect to Options, SARs and Stock Purchase Rights) or vested\n    (with respect to other Awards), an Award will terminate immediately prior to\n    the consummation of such proposed action.<\/p>\n 
(c) Merger or Asset\n      Sale<\/u>.  Unless otherwise determined by\n      the Administrator, in the event of a merger of the Company with or into another\n      corporation, or the sale of substantially all of the assets of the\n      Company,  each outstanding Award shall be\n      assumed or an equivalent award substituted by the successor corporation or a\n      Parent or Subsidiary of the successor corporation.  In the event that the successor corporation\n      refuses to assume or substitute for the Award, the Participant shall (i) fully\n      vest in and have the right to exercise the Option, SAR or Stock Purchase Right\n      as to all of the Awarded Stock, including Shares as to which it would not\n      otherwise be vested or exercisable, and (ii) fully earn and receive a\n      payout with respect to other Awards.  If\n      an Award becomes fully vested and exercisable (or earned, as applicable) in\n      lieu of assumption or substitution in the event of a merger or sale of assets,\n      the Administrator shall notify the Participant in writing or electronically\n      that (i) the Option, SAR or Stock Purchase Right shall be fully vested and\n      exercisable for a period of thirty (30) days from the date of such notice, and\n      the Option, SAR or Stock Purchase Right shall terminate upon the expiration of\n      such period and (ii) the other Award shall be paid out immediately prior\n      to the merger or sale of assets.  For the\n      purposes of this paragraph, the Award shall be considered assumed if, following\n      the merger or sale of assets, the assumed Award confers the right to purchase\n      or receive, for each Share of Awarded Stock subject to the Award immediately\n      prior to the merger or sale of assets, the consideration (whether stock, cash,\n      or other securities or property) received in the merger or sale of assets by\n      holders of Common Stock for each Share held on the effective date of the\n      transaction (and if holders were offered a choice of consideration, the type of\n      consideration chosen by the holders of a majority of the outstanding Shares);\n      provided, however, that if such consideration received in the merger or sale of\n      assets is not solely common <\/p>\n 
15<\/p>\n\n 
stock of the successor corporation or its Parent, the Administrator\n  may, with the consent of the successor corporation, provide for the\n  consideration to be received upon the exercise (or payout or vesting, as\n  applicable) of the Award, for each Share of Awarded Stock subject to the Award,\n  to be solely common stock of the successor corporation or its Parent equal in\n  fair market value to the per share consideration received by holders of Common\n  Stock in the merger or sale of assets.<\/p>\n 
(d) Change in Control<\/u>.  In the event of a \u0093Change in Control\u0094 of the\n  Company, as defined in paragraph (e) below, unless otherwise\n  determined by the Administrator prior to the occurrence of such Change in\n  Control, the following acceleration and valuation provisions shall apply:(i)                                     Any Options, SARs\n  and Stock Purchase Rights outstanding as of the date such Change in Control is\n  determined to have occurred that are not yet exercisable and vested on such\n  date shall become fully exercisable and vested; and(ii)                                  Any other Awards\n  outstanding as of the date such Change in Control is determined to have\n  occurred that are not yet earned on such date shall become fully earned and\n  vested; and(iii)                               The value of all\n  outstanding Awards shall, unless otherwise determined by the Administrator at\n  or after grant, be cashed-out.  The\n  amount at which such Options, SARs and Stock Purchase Rights shall be cashed\n  out shall be equal to the excess of \n  (x) the Change in Control Price (as defined below) over\n  (y) the exercise price of the Common Stock covered by the Option, SAR or\n  Stock Purchase Right, and the amount at which such other Awards shall be cashed\n  out shall be equal to the Change in Control price (as defined below).  The cash-out proceeds shall be paid to the\n  Participant or, in the event of death of a Participant prior to payment, to the\n  estate of the Participant or to a person who acquired the right to exercise the\n  Option,  SAR or Stock Purchase Right, or\n  who acquired the right to receive the payout of the other Award, by bequest or\n  inheritance.<\/p>\n 
(e) Definition of \u0093Change\n  in Control\u0094<\/u>.  For purposes of this Section 17,\n  a \u0093Change in Control\u0094 means the happening of any of the following:(i)                                     When any \u0093person\u0094,\n  as such term is used in Sections 13(d) and 14(d) of the Exchange\n  Act (other than the Company, a Subsidiary or a Company employee benefit plan,\n  including any trustee of such plan acting as trustee) is or becomes the \u0093beneficial\n  owner\u0094 (as defined in Rule 13d-3 under the Exchange Act), directly or\n  indirectly, of securities of the Company representing fifty percent (50%) or\n  more of the combined voting power of the Company\u0092s then outstanding securities;\n  or(ii)                                  The occurrence of a\n  transaction requiring shareholder approval, and involving the sale of all or\n  substantially all of the assets of the Company or the merger of the Company\n  with or into another corporation (other than the Company\u0092s reincorporation into\n  another jurisdiction).<\/p>\n 
(f) Change in\n  Control Price<\/u>.  For purposes of this Section 17, \u0093Change in Control Price\u0094 shall be, as determined by the Administrator, (i) the\n  highest Fair Market Value at any time within the 60-day period immediately\n  preceding the date of determination of the Change in Control <\/p>\n 
16<\/p>\n\n\n 
Price by the Administrator (the \u009360-Day Period\u0094), or (ii) the\n  highest price paid or offered, as determined by the Administrator, in any bona\n  fide transaction or bona fide offer related to the Change in Control of the\n  Company, at any time within the 60-Day Period.<\/p>\n 
18. Date of Grant<\/u>.  The date of grant of an Award shall be, for\n  all purposes, the date on which the Administrator makes the determination\n  granting such Award, or such other later date as is determined by the\n  Administrator.  Notice of the\n  determination shall be provided to each Participant within a reasonable time after\n  the date of such grant. <\/p>\n 
19. Amendment and\n    Termination of the Plan<\/u>. <\/p>\n 
(a) Amendment and\n      Termination<\/u>.  The Board may at any\n      time amend, alter, suspend or terminate the Plan.<\/p>\n 
(b) Shareholder\n  Approval<\/u>.  The Company shall obtain\n  shareholder approval of any material Plan amendments. The Company shall also\n  obtain shareholder approval of any Plan amendments to the extent necessary and\n  desirable to comply with Applicable Laws.<\/p>\n 
(c) Effect of\n  Amendment or Termination<\/u>.  No\n  amendment, alteration, suspension or termination of the Plan shall impair the rights\n  of any Participant, unless mutually agreed otherwise between the Participant\n  and the Administrator, which agreement must be in writing and signed by the\n  Participant and the Company.  Termination\n  of the Plan shall not affect the Administrator\u0092s ability to exercise the powers\n  granted to it hereunder with respect to Awards granted under the Plan prior to\n  the date of such termination.<\/p>\n 
20. Conditions Upon\n  Issuance of Shares<\/u>. <\/p>\n 
(a) Legal Compliance<\/u>.  Shares shall not be issued pursuant to the\n  exercise or payout, as applicable, of an Award unless the exercise or payout,\n  as applicable, of such Award and the issuance and delivery of such Shares shall\n  comply with Applicable Laws and shall be further subject to the approval of\n  counsel for the Company with respect to such compliance.<\/p>\n 
(b) Investment\n  Representations<\/u>.  As a condition to\n  the exercise or payout, as applicable, of an Award, the Company may require the\n  person exercising such Option, SAR or Stock Purchase Right, or in the case of\n  another Award, the person receiving the payout, to represent and warrant at the\n  time of any such exercise that the Shares are being purchased only for\n  investment and without any present intention to sell or distribute such Shares\n  if, in the opinion of counsel for the Company, such a representation is\n  required.<\/p>\n 
21. Inability to Obtain\n  Authority<\/u>.  The inability of the\n  Company to obtain authority from any regulatory body having jurisdiction, which\n  authority is deemed by the Company\u0092s counsel to be necessary to the lawful\n  issuance and sale of any Shares hereunder, shall relieve the Company of any\n  liability in respect of the failure to issue or sell such Shares as to which\n  such requisite authority shall not have been obtained. <\/p>\n 
22. Reservation of\n    Shares<\/u>.  The Company, during the term\n    of this Plan, will at all times reserve and keep available such number of\n    Shares as shall be sufficient to satisfy the requirements of the Plan. <\/p>\n 
17<\/p>\n\n\n 23.                                 Shareholder\nApproval<\/u>.  The amended and restated\nPlan shall be subject to approval by the shareholders of the Company within\ntwelve (12) months after February 8, 2005. \nSuch shareholder approval shall be obtained in the manner and to the\ndegree required under Applicable Laws. 24.                                 Non-U.S. Employees<\/u>.  Notwithstanding anything in the Plan to the\ncontrary, with respect to any employee who is resident outside of the United\nStates, the Committee may, in its sole discretion, amend the terms of the Plan\nin order to conform such terms with the requirements of local law or to meet\nthe objectives of the Plan.  The\nCommittee may, where appropriate, establish one or more sub-plans for this\npurpose. 
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