{"id":39780,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-plan-flashsoft-corp-acquired-by-sandisk-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-plan-flashsoft-corp-acquired-by-sandisk-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-plan-flashsoft-corp-acquired-by-sandisk-corp.html","title":{"rendered":"Equity Plan – Flashsoft Corp., acquired by SanDisk Corp."},"content":{"rendered":"

\nFLASHSOFT
\nCORPORATION<\/u><\/strong><\/a><\/p>\n

\n

AMENDED AND RESTATED 2011 EQUITY PLAN<\/u><\/strong>\n<\/p>\n

\n

ARTICLE 1<\/strong><\/p>\n

\n

GENERAL PROVISIONS<\/u><\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/p>\n<\/td>\n

\n

PURPOSE OF THE PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

This Amended and Restated 2011 Equity Plan is intended to promote the
\ninterests of FlashSoft Corporation, a Delaware corporation, by providing
\neligible persons in the Corporation’s employ or service with the opportunity to
\nacquire a proprietary interest, or otherwise increase their proprietary
\ninterest, in the Corporation as an incentive for them to continue in such employ
\nor service.<\/p>\n<\/p>\n

Capitalized terms herein shall have the meanings assigned to such terms in
\nthe attached Appendix.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II.<\/p>\n<\/td>\n

\n

STRUCTURE OF THE PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.The Plan shall be divided into three (3) separate equity programs:<\/p>\n<\/p>\n<\/p>\n

(i)the Option Grant Program under which eligible persons may, at the
\ndiscretion of the Plan Administrator, be granted options to purchase shares of
\nCommon Stock,<\/p>\n<\/p>\n

(ii)the Stock Issuance Program under which eligible persons may, at the
\ndiscretion of the Plan Administrator, be issued shares of Common Stock directly,
\neither through the immediate purchase of such shares or as a bonus for services
\nrendered the Corporation (or any Parent or Subsidiary), and<\/p>\n<\/p>\n<\/p>\n

(iii)the RSU Grant Program under which eligible persons may, at the
\ndiscretion of the Plan Administrator, be granted restricted stock units to
\nacquire shares of Common Stock.<\/p>\n<\/p>\n<\/p>\n

B.The provisions of Articles One and Five shall apply to all equity programs
\nunder the Plan and shall accordingly govern the interests of all persons under
\nthe Plan.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III.<\/p>\n<\/td>\n

\n

ADMINISTRATION OF THE PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.The Plan shall be administered by the Board. However, any or all
\nadministrative functions otherwise exercisable by the Board may be delegated to
\nthe Committee. Members of the Committee shall serve for such period of time as
\nthe Board may determine and shall be subject to removal by the Board at any
\ntime. The Board may also at any time terminate the functions of the Committee
\nand reassume all powers and authority previously delegated to the Committee.<\/p>\n<\/p>\n<\/p>\n

B.The Plan Administrator shall have full power and authority (subject to the
\nprovisions of the Plan) to establish such rules and regulations as it may deem
\nappropriate for proper administration of the Plan and to make such
\ndeterminations under, and issue such interpretations of, the Plan and any
\noutstanding options, restricted stock units or stock issuances thereunder as it
\nmay deem necessary or advisable. Decisions of the Plan Administrator shall be
\nfinal and binding on all parties who have an interest in the Plan or any option
\ngrant, restricted stock unit grant or stock issuance thereunder.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

IV.<\/p>\n<\/td>\n

\n

ELIGIBILITY<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.The persons eligible to participate in the Plan are as follows:<\/p>\n<\/p>\n<\/p>\n

(i)Employees,<\/p>\n<\/p>\n<\/p>\n

(ii)non-employee members of the Board or the non-employee members of the
\nboard of directors of any Parent or Subsidiary, and<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

(iii)consultants and other independent advisors who provide services to the
\nCorporation (or any Parent or Subsidiary).<\/p>\n<\/p>\n<\/p>\n

B.The Plan Administrator shall have full authority to determine, (i) with
\nrespect to the grants made under the Option Grant Program, which eligible
\npersons are to receive such grants, the time or times when those grants are to
\nbe made, the number of shares to be covered by each such grant, the status of
\nthe granted option as either an Incentive Option or a Non-Statutory Option, the
\ntime or times when each option is to become exercisable, the vesting schedule
\n(if any) applicable to the option shares and the maximum term for which the
\noption is to remain outstanding, (ii) with respect to the grants made under the
\nRSU Grant Program, which eligible persons are to receive such grants, the time
\nor times when those grants are to be made, the number of shares to be covered by
\neach such grant, the time or times when each restricted stock unit is to settle,
\nthe vesting schedule (if any) applicable to the shares and the maximum term for
\nwhich the restricted stock unit is to remain outstanding, and (iii) with respect
\nto stock issuances made under the Stock Issuance Program, which eligible persons
\nare to receive such issuances, the time or times when those issuances are to be
\nmade, the number of shares to be issued to each Participant, the vesting
\nschedule (if any) applicable to the issued shares and the consideration to be
\npaid by the Participant for such shares.<\/p>\n<\/p>\n<\/p>\n

C.The Plan Administrator shall have the absolute discretion to grant options
\nin accordance with the Option Grant Program, to grant restricted stock units in
\naccordance with the RSU Grant Program, or to effect stock issuances in
\naccordance with the Stock Issuance Program.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

V.<\/p>\n<\/td>\n

\n

STOCK SUBJECT TO THE PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.The stock issuable under the Plan shall be shares of authorized but
\nunissued or reacquired Common Stock. The maximum number of shares of Common
\nStock which may be issued over the term of the Plan shall not exceed Three
\nMillion Two Hundred Ninety Thousand (3,290,000) shares.<\/p>\n<\/p>\n<\/p>\n

B.Shares of Common Stock subject to outstanding options shall be available
\nfor subsequent issuance under the Plan to the extent (i) the options expire or
\nterminate for any reason prior to exercise in full or (ii) the options are
\ncancelled in accordance with the cancellation-regrant provisions of Article Two.
\nShares of Common Stock subject to outstanding restricted stock units shall be
\navailable for subsequent issuance under the Plan to the extent (x) the
\nrestricted stock units expire or terminate for any reason prior to settlement in
\nfull or (y) the restricted stock units are cancelled in accordance with the
\ncancellation-regrant provisions of Article Four. Unvested shares issued under
\nthe Plan and subsequently repurchased by the Corporation, at the option exercise
\nor direct issue price paid per share, pursuant to the Corporation’s repurchase
\nrights under the Plan shall be added back to the number of shares of Common
\nStock reserved for issuance under the Plan and shall accordingly be available
\nfor reissuance through one or more subsequent option grants, restricted stock
\nunit grants or direct stock issuances under the Plan.<\/p>\n<\/p>\n<\/p>\n

C.Should any change be made to the Common Stock by reason of any stock split,
\nstock dividend, recapitalization, combination of shares, exchange of shares or
\nother change affecting the outstanding Common Stock as a class without the
\nCorporation’s receipt of consideration, appropriate adjustments shall be made to
\n(i) the maximum number and\/or class of securities issuable under the Plan and
\n(ii) the number and\/or class of securities and the exercise price per share in
\neffect under each outstanding option in order to prevent the dilution or
\nenlargement of benefits thereunder. The adjustments determined by the Plan
\nAdministrator shall be final, binding and conclusive. In no event shall any such
\nadjustments be made in connection with the conversion of one or more outstanding
\nshares of the Corporation’s preferred stock into shares of Common Stock.<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

\n

ARTICLE TWO<\/strong><\/p>\n

\n<\/p>\n

\n

OPTION GRANT PROGRAM<\/u><\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/p>\n<\/td>\n

\n

OPTION TERMS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Each option shall be evidenced by one or more documents in the form approved
\nby the Plan Administrator; provided<\/u>, however, that each such document
\nshall comply with the terms specified below. Each document evidencing an
\nIncentive Option shall, in addition, be subject to the provisions of the Plan
\napplicable to such options.<\/p>\n<\/p>\n

A.Exercise Price<\/u><\/strong>.<\/p>\n<\/p>\n<\/p>\n

1.The exercise price per share shall be fixed by the Plan Administrator in
\naccordance with the following provisions:<\/p>\n<\/p>\n<\/p>\n

(i)The exercise price per share shall not be less than one-hundred percent
\n(100%) of the Fair Market Value per share of Common Stock on the option grant
\ndate.<\/p>\n<\/p>\n<\/p>\n

(ii)If the person to whom the option is granted is a 10% Stockholder, then
\nthe exercise price per share shall not be less than one hundred ten percent
\n(110%) of the Fair Market Value per share of Common Stock on the option grant
\ndate.<\/p>\n<\/p>\n<\/p>\n

2.The exercise price shall become immediately due upon exercise of the option
\nand shall, subject to the provisions of Section I of Article Five and the
\ndocuments evidencing the option, be payable in cash or check made payable to the
\nCorporation. Should the Common Stock be registered under Section 12 of the 1934
\nAct at the time the option is exercised, then the exercise price may also be
\npaid as follows:<\/p>\n<\/p>\n<\/p>\n

(i)in shares of Common Stock held for the requisite period necessary to avoid
\na charge to the Corporation’s earnings for financial reporting purposes and
\nvalued at Fair Market Value on the Exercise Date,<\/p>\n<\/p>\n<\/p>\n

(ii)to the extent the option is exercised for vested shares, through a
\nspecial sale and remittance procedure pursuant to which the Optionee shall
\nconcurrently provide irrevocable instructions (A) to a Corporation-designated
\nbrokerage firm to effect the immediate sale of the purchased shares and remit to
\nthe Corporation, out of the sale proceeds available on the settlement date,
\nsufficient funds to cover the aggregate exercise price payable for the purchased
\nshares plus all applicable Federal, state and local income and employment taxes
\nrequired to be withheld by the Corporation by reason of such exercise and (B) to
\nthe Corporation to deliver the certificates for the purchased shares directly to
\nsuch brokerage firm in order to complete the sale, or<\/p>\n<\/p>\n<\/p>\n

(iii)by participating in a formal cashless exercise program implemented by
\nthe Plan Administrator in connection with the Plan.<\/p>\n<\/p>\n<\/p>\n

Except to the extent such sale and remittance procedure is utilized, payment
\nof the exercise price for the purchased shares must be made on the Exercise
\nDate.<\/p>\n<\/p>\n

B.Exercise and Term of Options<\/u><\/strong>. Each option shall be
\nexercisable at such time or times, during such period and for such number of
\nshares as shall be determined by the Plan Administrator and set forth in the
\ndocuments evidencing the option grant. However, no option shall have a term in
\nexcess of ten (10) years measured from the option grant date.<\/p>\n<\/p>\n<\/p>\n

C.Effect of Termination of Service<\/u><\/strong>.<\/p>\n<\/p>\n<\/p>\n

1.The following provisions shall govern the exercise of any options held by
\nthe Optionee at the time of cessation of Service or death:<\/p>\n<\/p>\n<\/p>\n

(i)Should the Optionee cease to remain in Service for any reason other than
\ndeath, Disability or Misconduct, then the Optionee shall have a period of three
\n(3) months following the date<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n<\/p>\n

of such cessation of Service during which to exercise each outstanding option
\nheld by such Optionee.<\/p>\n<\/p>\n<\/p>\n

(ii)Should Optionee’s Service terminate by reason of Disability, then the
\nOptionee shall have a period of twelve (12) months following the date of such
\ncessation of Service during which to exercise each outstanding option held by
\nsuch Optionee.<\/p>\n<\/p>\n<\/p>\n

(iii)If the Optionee dies while holding an outstanding option, then the
\npersonal representative of his or her estate or the person or persons to whom
\nthe option is transferred pursuant to the Optionee’s will or the laws of
\ninheritance or the Optionee’s designated beneficiary or beneficiaries of that
\noption shall have a twelve (12)-month period following the date of the
\nOptionee’s death to exercise such option.<\/p>\n<\/p>\n<\/p>\n

(iv)Under no circumstances, however, shall any such option be exercisable
\nafter the specified expiration of the option term.<\/p>\n<\/p>\n<\/p>\n

(v)During the applicable post-Service exercise period, the option may not be
\nexercised in the aggregate for more than the number of vested shares for which
\nthe option is exercisable on the date of the Optionee’s cessation of Service.
\nUpon the expiration of the applicable exercise period or (if earlier) upon the
\nexpiration of the option term, the option shall terminate and cease to be
\noutstanding for any vested shares for which the option has not been exercised.
\nHowever, the option shall, immediately upon the Optionee’s cessation of Service,
\nterminate and cease to be outstanding with respect to any and all option shares
\nfor which the option is not otherwise at the time exercisable or in which the
\nOptionee is not otherwise at that time vested.<\/p>\n<\/p>\n<\/p>\n

(vi)Should Optionee’s Service be terminated for Misconduct or should Optionee
\notherwise engage in Misconduct while holding one or more outstanding options
\nunder the Plan, then all those options shall terminate immediately and cease to
\nremain outstanding.<\/p>\n<\/p>\n<\/p>\n

2.The Plan Administrator shall have the discretion, exercisable either at the
\ntime an option is granted or at any time while the option remains outstanding,
\nto:<\/p>\n<\/p>\n<\/p>\n

(i)extend the period of time for which the option is to remain exercisable
\nfollowing Optionee’s cessation of Service or death from the limited period
\notherwise in effect for that option to such greater period of time as the Plan
\nAdministrator shall deem appropriate, but in no event beyond the expiration of
\nthe option term, and\/or<\/p>\n<\/p>\n<\/p>\n

(ii)permit the option to be exercised, during the applicable post-Service
\nexercise period, not only with respect to the number of vested shares of Common
\nStock for which such option is exercisable at the time of the Optionee’s
\ncessation of Service but also with respect to one or more additional
\ninstallments in which the Optionee would have vested under the option had the
\nOptionee continued in Service.<\/p>\n<\/p>\n<\/p>\n

D.Stockholder Rights<\/u><\/strong>. The holder of an option shall
\nhave no stockholder rights with respect to the shares subject to the option
\nuntil such person shall have exercised the option, paid the exercise price and
\nbecome the record holder of the purchased shares.<\/p>\n<\/p>\n<\/p>\n

E.Unvested Shares<\/u><\/strong>. The Plan Administrator shall have
\nthe discretion to grant options which are exercisable for unvested shares of
\nCommon Stock. Should the Optionee cease Service while holding such unvested
\nshares, the Corporation shall have the right to repurchase, at the exercise
\nprice paid per share, any or all of those unvested shares. The terms upon which
\nsuch repurchase right shall be exercisable (including the period and procedure
\nfor exercise and the appropriate vesting schedule for the purchased shares)
\nshall be established by the Plan Administrator and set forth in the document
\nevidencing such repurchase right. The Plan Administrator may not impose a
\nvesting schedule upon any option grant or the shares of Common Stock subject to
\nthat option which is more restrictive than twenty percent (20%) per year
\nvesting, with the initial vesting to occur not later than one (1) year after the
\noption grant date. However, such limitation shall not be applicable to any
\noption grants made to individuals who are officers of the Corporation,
\nnon-employee Board members or independent consultants.<\/p>\n<\/p>\n<\/p>\n

F.First Refusal Rights<\/u><\/strong>. Until such time as the Common
\nStock is first registered under Section 12 of the 1934 Act, the Corporation
\nshall have the right of first refusal with respect to any proposed disposition
\nby the Optionee (or any successor in interest) of any shares of Common Stock
\nissued under the Plan. Such right of first refusal shall be exercisable in
\naccordance with the terms established by the Plan Administrator and set forth in
\nthe document evidencing such right.<\/p>\n<\/p>\n<\/p>\n

G.Limited Transferability of Options<\/u><\/strong>. An Incentive
\nStock Option shall be exercisable only by the<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n<\/p>\n

Optionee during his or her lifetime and shall not be assignable or
\ntransferable other than by will or by the laws of inheritance following the
\nOptionee’s death. A Non-Statutory Option may be assigned in whole or in part
\nduring the Optionee’s lifetime to one or more members of the Optionee’s family
\nor to a trust established exclusively for one or more such family members or to
\nOptionee’s former spouse, to the extent such assignment is in connection with
\nthe Optionee’s estate plan or pursuant to a domestic relations order. The
\nassigned portion may only be exercised by the person or persons who acquire a
\nproprietary interest in the Non-Statutory Option pursuant to the assignment. The
\nterms applicable to the assigned portion shall be the same as those in effect
\nfor the option immediately prior to such assignment and shall be set forth in
\nsuch documents issued to the assignee as the Plan Administrator may deem
\nappropriate. Notwithstanding the foregoing, the Optionee may also designate one
\nor more persons as the beneficiary or beneficiaries of his or her outstanding
\noptions under the Plan, and those options shall, in accordance with such
\ndesignation, automatically be transferred to such beneficiary or beneficiaries
\nupon the Optionee’s death while holding those options. Such beneficiary or
\nbeneficiaries shall take the transferred options subject to all the terms and
\nconditions of the applicable agreement evidencing each such transferred option,
\nincluding (without limitation) the limited time period during which the option
\nmay be exercised following the Optionee’s death.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II.<\/p>\n<\/td>\n

\n

INCENTIVE OPTIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The terms specified below shall be applicable to all Incentive Options.
\nExcept as modified by the provisions of this Section II, all the provisions of
\nArticles One, Two and Five shall be applicable to Incentive Options. Options
\nwhich are specifically designated as Non-Statutory Options shall not be subject
\nto the terms of this Section II.<\/p>\n<\/p>\n

A.Eligibility<\/u><\/strong>. Incentive Options may only be granted
\nto Employees.<\/p>\n<\/p>\n<\/p>\n

B.Exercise Price<\/u><\/strong>. The exercise price per share shall
\nnot be less than one hundred percent (100%) of the Fair Market Value per share
\nof Common Stock on the option grant date.<\/p>\n<\/p>\n<\/p>\n

C.Dollar Limitation<\/u><\/strong>. The aggregate Fair Market Value
\nof the shares of Common Stock (determined as of the respective date or dates of
\ngrant) for which one or more options granted to any Employee under the Plan (or
\nany other option plan of the Corporation or any Parent or Subsidiary) may for
\nthe first time become exercisable as Incentive Options during any one (1)
\ncalendar year shall not exceed the sum of One Hundred Thousand Dollars
\n($100,000). To the extent the Employee holds two (2) or more such options which
\nbecome exercisable for the first time in the same calendar year, the foregoing
\nlimitation on the exercisability of such options as Incentive Options shall be
\napplied on the basis of the order in which such options are granted.<\/p>\n<\/p>\n<\/p>\n

D.10% Stockholder<\/u><\/strong>. If any Employee to whom an
\nIncentive Option is granted is a 10% Stockholder, then the option term shall not
\nexceed five (5) years measured from the option grant date.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III.<\/p>\n<\/td>\n

\n

CORPORATE TRANSACTION<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.Immediately following the consummation of the Corporate Transaction, all
\noutstanding options shall terminate and cease to be outstanding, except to the
\nextent assumed by the successor corporation (or parent thereof).<\/p>\n<\/p>\n<\/p>\n

B.Each option which is assumed in connection with a Corporate Transaction
\nshall be appropriately adjusted, immediately after such Corporate Transaction,
\nto apply to the number and class of securities which would have been issuable to
\nthe Optionee in consummation of such Corporate Transaction, had the option been
\nexercised immediately prior to such Corporate Transaction. Appropriate
\nadjustments shall also be made to (i) the number and class of securities
\navailable for issuance under the Plan following the consummation of such
\nCorporate Transaction and (ii) the exercise price payable per share under each
\noutstanding option, provided<\/u> the aggregate exercise price payable for
\nsuch securities shall remain the same. To the extent the actual holders of the
\nCorporation’s outstanding Common Stock receive cash consideration for their
\nCommon Stock in consummation of the Corporate Transaction, the successor
\ncorporation may, in connection with the assumption of the outstanding options
\nunder this Plan, substitute one or more shares of its own common stock with a
\nfair market value equivalent to the cash consideration paid per share of Common
\nStock in such Corporate Transaction.<\/p>\n<\/p>\n<\/p>\n

C.The Plan Administrator may, in its sole discretion, make or provide for a
\ncash payment to the Optionees holding options in exchange for the cancellation
\nthereof in an amount equal to the difference between (i) the value as determined
\nby the Plan Administrator of the consideration payable per share of Common Stock
\npursuant to the Corporate Transaction (the “Sale Price”) times the number of
\nshares of Common Stock subject to the option (to the extent then vested and in
\nexcess of the Sale Price and (ii) the aggregate exercise price of all such
\noptions.<\/p>\n<\/p>\n<\/p>\n

D.The Plan Administrator shall have the discretion, exercisable either at the
\ntime the option is granted or at any time while the option remains outstanding,
\nto structure one or more options so that those options shall automatically
\naccelerate<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n<\/p>\n

and vest in full (and any repurchase rights of the Corporation with respect
\nto the unvested shares subject to those options shall immediately terminate)
\nupon the occurrence of a Corporate Transaction, whether or not those options are
\nto be assumed in the Corporate Transaction.<\/p>\n<\/p>\n<\/p>\n

E.The Plan Administrator shall also have full power and authority,
\nexercisable either at the time the option is granted or at any time while the
\noption remains outstanding, to structure such option so that the shares subject
\nto that option will automatically vest on an accelerated basis should the
\nOptionee’s Service terminate by reason of an Involuntary Termination within a
\ndesignated period (not to exceed eighteen (18) months) following the effective
\ndate of any Corporate Transaction in which the option is assumed and the
\nrepurchase rights applicable to those shares do not otherwise terminate. Any
\noption so accelerated shall remain exercisable for the fully-vested option
\nshares until the expiration or sooner termination of the option term. In
\naddition, the Plan Administrator may provide that one or more of the
\nCorporation’s outstanding repurchase rights with respect to shares held by the
\nOptionee at the time of such Involuntary Termination shall immediately terminate
\non an accelerated basis, and the shares subject to those terminated rights shall
\naccordingly vest at that time.<\/p>\n<\/p>\n<\/p>\n

F.The portion of any Incentive Option accelerated in connection with a
\nCorporate Transaction shall remain exercisable as an Incentive Option only to
\nthe extent the applicable One Hundred Thousand Dollar limitation is not
\nexceeded. To the extent such dollar limitation is exceeded, the accelerated
\nportion of such option shall be exercisable as a Non-Statutory Option under the
\nFederal tax laws.<\/p>\n<\/p>\n<\/p>\n

G.The grant of options under the Plan shall in no way affect the right of the
\nCorporation to adjust, reclassify, reorganize or otherwise change its capital or
\nbusiness structure or to merge, consolidate, dissolve, liquidate or sell or
\ntransfer all or any part of its business or assets.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

IV.<\/p>\n<\/td>\n

\n

CANCELLATION AND REGRANT OF OPTIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Plan Administrator shall have the authority to effect, at any time and
\nfrom time to time, with the consent of the affected option holders, the
\ncancellation of any or all outstanding options under the Plan and to grant in
\nsubstitution therefor new options covering the same or different number of
\nshares of Common Stock but with an exercise price per share based on the Fair
\nMarket Value per share of Common Stock on the new option grant date.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

ARTICLE THREE<\/strong><\/p>\n

\n<\/p>\n

\n

STOCK ISSUANCE PROGRAM<\/u><\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/p>\n<\/td>\n

\n

STOCK ISSUANCE TERMS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Shares of Common Stock may be issued under the Stock Issuance Program through
\ndirect and immediate issuances without any intervening option grants. Each such
\nstock issuance shall be evidenced by a Stock Issuance Agreement which complies
\nwith the terms specified below.<\/p>\n<\/p>\n

A.Purchase Price<\/u><\/strong>.<\/p>\n<\/p>\n<\/p>\n

1.The purchase price per share shall be fixed by the Plan Administrator but
\nshall not be less than eighty-five percent (85%) of the Fair Market Value per
\nshare of Common Stock on the issue date. However, the purchase price per share
\nof Common Stock issued to a 10% Stockholder shall not be less than one hundred
\nand ten percent (110%) of such Fair Market Value.<\/p>\n<\/p>\n<\/p>\n

2.Subject to the provisions of Section I of Article Five, shares of Common
\nStock may be issued under the Stock Issuance Program for any of the following
\nitems of consideration which the Plan Administrator may deem appropriate in each
\nindividual instance:<\/p>\n<\/p>\n<\/p>\n

(i)cash or check made payable to the Corporation, or<\/p>\n<\/p>\n<\/p>\n

(ii)past services rendered to the Corporation (or any Parent or Subsidiary).\n<\/p>\n<\/p>\n<\/p>\n

B.Vesting Provisions<\/u><\/strong>.<\/p>\n<\/p>\n<\/p>\n

1.Shares of Common Stock issued under the Stock Issuance Program may, in the
\ndiscretion of the Plan Administrator, be fully and immediately vested upon
\nissuance or may vest in one or more installments over the Participant’s period
\nof Service or upon attainment of specified performance objectives. However, the
\nPlan Administrator may not impose a vesting schedule upon any stock issuance
\neffected under the Stock Issuance Program which is more restrictive than twenty
\npercent (20%) per year vesting, with initial vesting to occur not later than one
\n(1) year after the issuance date. Such limitation shall not apply to any Common
\nStock issuances made to the officers of the Corporation, non-employee Board
\nmembers or independent consultants.<\/p>\n<\/p>\n<\/p>\n

2.Any new, substituted or additional securities or other property (including
\nmoney paid other than as a regular cash dividend) which the Participant may have
\nthe right to receive with respect to the Participant’s unvested shares of Common
\nStock by reason of any stock dividend, stock split, recapitalization,
\ncombination of shares, exchange of shares or other change affecting the
\noutstanding Common Stock as a class without the Corporation’s receipt of
\nconsideration shall be issued subject to (i) the same vesting requirements
\napplicable to the Participant’s unvested shares of Common Stock and (ii) such
\nescrow arrangements as the Plan Administrator shall deem appropriate.<\/p>\n<\/p>\n<\/p>\n

3.The Participant shall have full stockholder rights with respect to any
\nshares of Common Stock issued to the Participant under the Stock Issuance
\nProgram, whether or not the Participant’s interest in those shares is vested.
\nAccordingly, the Participant shall have the right to vote such shares and to
\nreceive any regular cash dividends paid on such shares.<\/p>\n<\/p>\n<\/p>\n

4.Should the Participant cease to remain in Service while holding one or more
\nunvested shares of Common Stock issued under the Stock Issuance Program or
\nshould the performance objectives not be attained with respect to one or more
\nsuch unvested shares of Common Stock, then those shares shall be immediately
\nsurrendered to the Corporation for cancellation, and the Participant shall have
\nno further stockholder rights with respect to those shares. To the extent the
\nsurrendered shares were previously issued to the Participant for consideration
\npaid in cash or cash equivalent (including the Participant’s purchase-money
\nindebtedness), the Corporation shall repay to the Participant the cash
\nconsideration paid for the surrendered shares and shall cancel the unpaid
\nprincipal balance of any outstanding purchase-money note of the Participant
\nattributable to such surrendered shares (the “Repurchase Price”).<\/p>\n<\/p>\n<\/p>\n

5.The Plan Administrator may in its discretion waive the surrender and
\ncancellation of one or more unvested shares of Common Stock (or other assets
\nattributable thereto) which would otherwise occur upon the non-completion<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n<\/p>\n

of the vesting schedule applicable to those shares. Such waiver shall result
\nin the immediate vesting of the Participant’s interest in the shares of Common
\nStock as to which the waiver applies. Such waiver may be effected at any time,
\nwhether before or after the Participant’s cessation of Service or the attainment
\nor non-attainment of the applicable performance objectives.<\/p>\n<\/p>\n<\/p>\n

C.First Refusal Rights<\/u><\/strong>. Until such time as the Common
\nStock is first registered under Section 12 of the 1934 Act, the Corporation
\nshall have the right of first refusal with respect to any proposed disposition
\nby the Participant (or any successor in interest) of any shares of Common Stock
\nissued under the Stock Issuance Program. Such right of first refusal shall be
\nexercisable in accordance with the terms established by the Plan Administrator
\nand set forth in the document evidencing such right.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II.<\/p>\n<\/td>\n

\n

CORPORATE TRANSACTION<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.Upon the occurrence of a Corporate Transaction, all shares of Common Stock
\noutstanding repurchase rights under the Stock Issuance Program shall be
\nforfeited and, to the extent the forfeited shares were previously issued to the
\nParticipant for consideration paid in cash or cash equivalent, the Corporation
\nshall repay to the Participant the Repurchase Price, and the shares of Common
\nStock subject to those terminated rights shall immediately vest in full, unless
\nthose repurchase rights are assigned to the successor corporation (or parent
\nthereof) in connection with such Corporate Transaction.<\/p>\n<\/p>\n<\/p>\n

B.The Plan Administrator shall have the discretionary authority, exercisable
\neither at the time the unvested shares are issued or any time while the
\nCorporation’s repurchase rights with respect to those shares remain outstanding,
\nto provide that those rights shall automatically terminate on an accelerated
\nbasis, and the shares of Common Stock subject to those terminated rights shall
\nimmediately vest, in the event the Participant’s Service should subsequently
\nterminate by reason of an Involuntary Termination within a designated period
\n(not to exceed eighteen (18) months) following the effective date of any
\nCorporate Transaction in which those repurchase rights are assigned to the
\nsuccessor corporation (or parent thereof).<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III.<\/p>\n<\/td>\n

\n

SHARE ESCROW\/LEGENDS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Unvested shares may, in the Plan Administrator’s discretion, be held in
\nescrow by the Corporation until the Participant’s interest in such shares vests
\nor may be issued directly to the Participant with restrictive legends on the
\ncertificates evidencing those unvested shares.<\/p>\n<\/p>\n<\/p>\n

ARTICLE FOUR<\/strong><\/p>\n

\n<\/p>\n

\n

RSU GRANT PROGRAM<\/u><\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/strong><\/p>\n<\/td>\n

\n

RESTRICTED STOCK UNIT TERMS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Each restricted stock unit shall be evidenced by one or more documents in the
\nform approved by the Plan Administrator; provided<\/u>, however, that each
\nsuch document shall comply with the terms specified below.<\/p>\n<\/p>\n

A.Awards of Restricted Stock Units<\/u><\/strong>. A restricted
\nstock unit is a grant covering a number of shares of Common Stock that may be
\nsettled in cash, or by issuance of those shares of Common Stock at a date in the
\nfuture. All grants of restricted stock units will be evidenced by an RSU
\nIssuance Agreement that will be in such form (which need not be the same for
\neach Recipient) as the Committee will from time to time approve, and will comply
\nwith and be subject to the terms and conditions of this Plan.<\/p>\n<\/p>\n<\/p>\n

B.Form and Time of Settlement<\/u><\/strong>. To the extent
\npermissible under applicable law, the Committee may permit a Recipient to defer
\npayment under a restricted stock unit to a date or dates after the restricted
\nstock unit is earned, provided that the terms of the restricted stock unit and
\nany deferral satisfy the requirements of Section 409A of the Code (or any
\nsuccessor) and any regulations or rulings promulgated thereunder. Payment may be
\nmade in the form of cash or whole shares of Common stock or a combination
\nthereof, all as the Committee determines.<\/p>\n<\/p>\n<\/p>\n

C.Effect of Termination of Service<\/u><\/strong>. Unless an RSU
\nIssuance Agreement provides otherwise, upon the cessation of Service of a
\nRecipient for any reason or no reason, then all outstanding unvested restricted
\nstock units held by such Recipient shall terminate immediately and cease to
\nremain outstanding.<\/p>\n<\/p>\n<\/p>\n

D.Stockholder Rights<\/u><\/strong>. The holder of a restricted
\nstock unit shall have no stockholder rights with respect<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n<\/p>\n

to the shares of Common Stock subject to the restricted stock unit until such
\nrestricted stock unit shall have been settled. However, dividend equivalent
\nunits may be paid or credited, either in cash or in actual or phantom shares of
\nCommon Stock, on outstanding restricted stock unit awards, subject to such terms
\nand conditions as the Plan Administrator may deem appropriate.<\/p>\n<\/p>\n<\/p>\n

E.First Refusal Rights<\/u><\/strong>. Until such time as the Common
\nStock is first registered under Section 12 of the 1934 Act, the Corporation
\nshall have the right of first refusal with respect to any proposed disposition
\nby the Recipient (or any successor in interest) of any shares of Common Stock
\nissued under the Plan. Such right of first refusal shall be exercisable in
\naccordance with the terms established by the Plan Administrator and set forth in
\nthe document evidencing such right.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II.<\/p>\n<\/td>\n

\n

CORPORATE TRANSACTION<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.Any restricted stock unit at the time of a Corporate Transaction may be
\nassumed by the successor entity or otherwise continued in full force and effect
\nor may be replaced with a cash incentive program of the successor entity which
\npreserves the Fair Market Value of the shares related to the unvested restricted
\nstock units at the time of the Corporate Transaction and provides for subsequent
\npayout of that value in accordance with the vesting schedule applicable to the
\naward of restricted stock units. In the event of such assumption or continuation
\nof the restricted stock units or such replacement of the restricted stock units
\nwith a cash incentive program, no accelerated vesting of the restricted stock
\nunits shall occur at the time of the Corporate Transaction.<\/p>\n<\/p>\n<\/p>\n

B.In the event an award of restricted stock units is assumed or otherwise
\ncontinued in effect, the restricted stock units subject to the award shall be
\nadjusted immediately after the consummation of the Corporate Transaction so as
\nto apply to the number and class of securities into which the shares subject to
\nthe award of restricted stock units immediately prior to the Corporate
\nTransaction would have been converted in consummation of that Corporate
\nTransaction had those shares actually been issued and outstanding at that time.
\nTo the extent the actual holders of the outstanding Common Stock receive cash
\nconsideration for their Common Stock in consummation of the Corporate
\nTransaction, the successor corporation (or parent entity) may, in connection
\nwith the assumption or continuation of the restricted stock units subject to the
\naward of restricted stock units at that time, substitute shares of its own
\ncommon stock with a fair market value equivalent to the cash consideration paid
\nper share of Common Stock in the Corporate Transaction, provided such common
\nstock is readily tradable on an established U.S. securities exchange or market.\n<\/p>\n<\/p>\n<\/p>\n

C.If an award of restricted stock units at the time of the Corporate
\nTransaction are not assumed or otherwise continued in effect or replaced with a
\ncash incentive program, then the award of restricted stock units will vest
\nimmediately prior to the closing of the Corporate Transaction. The shares
\nsubject to the vested award of restricted stock units will be issued immediately
\nupon such vesting (or otherwise converted into the right to receive the same
\nconsideration per share of Common Stock payable to the other stockholders of the
\nCorporation in consummation of that Corporate Transaction), subject to the
\nCorporation’s collection of any applicable tax liability set forth in an RSU
\nIssuance Agreement.<\/p>\n<\/p>\n<\/p>\n

D.The grant of restricted stock units under the Plan shall in no way affect
\nthe right of the Corporation to adjust, reclassify, reorganize or otherwise
\nchange its capital or business structure or to merge, consolidate, dissolve,
\nliquidate or sell or transfer all or any part of its business or assets.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III.<\/p>\n<\/td>\n

\n

CANCELLATION AND REGRANT OF RESTRICTED STOCK UNITS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Plan Administrator shall have the authority to effect, at any time and
\nfrom time to time, with the consent of the affected holders of restricted stock
\nunits, the cancellation of any or all outstanding restricted stock units under
\nthe Plan and to grant in substitution therefor new restricted stock units
\ncovering the same or different number of shares of Common Stock, subject to
\nsatisfying the requirements of Section 409A of the Code (or any successor) and
\nany regulations or rulings promulgated thereunder.<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

ARTICLE FIVE<\/strong><\/p>\n

\n<\/p>\n

\n

MISCELLANEOUS<\/u><\/strong><\/p>\n

\n<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/strong><\/p>\n<\/td>\n

\n

FINANCING<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Plan Administrator may permit any Optionee or Participant to pay the
\noption exercise price under the Option Grant Program or the purchase price for
\nshares issued under the Stock Issuance Program by delivering a full-recourse,
\ninterest bearing promissory note payable in one or more installments and secured
\nby the purchased shares. In no event, however, may the maximum credit available
\nto the Optionee or Participant exceed the sum of (i) the aggregate option
\nexercise price or purchase price payable for the purchased shares (less the par
\nvalue of those shares) plus (ii) any Federal, state and local income and
\nemployment tax liability incurred by the Optionee or the Participant in
\nconnection with the option exercise or share purchase.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II.<\/p>\n<\/td>\n

\n

EFFECTIVE DATE AND TERM OF PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A.The Plan shall become effective when adopted by the Board, but no option
\ngranted under the Plan may be exercised, no restricted stock unit granted under
\nthe Plan may be settled, and no shares shall be issued under the Plan, until the
\nPlan is approved by the Corporation’s stockholders. If such stockholder approval
\nis not obtained within twelve (12) months after the date of the Board’s adoption
\nof the Plan, then all options and\/or restricted stock units previously granted
\nunder the Plan shall terminate and cease to be outstanding, and no further
\noptions or restricted stock units shall be granted and no shares shall be issued
\nunder the Plan. Subject to such limitation, the Plan Administrator may grant
\noptions, restricted stock units and issue shares under the Plan at any time
\nafter the effective date of the Plan and before the date fixed herein for
\ntermination of the Plan.<\/p>\n<\/p>\n<\/p>\n

B.The Plan shall terminate upon the earliest<\/u> of (i) the expiration of
\nthe ten (10)-year period measured from the date the Plan is adopted by the
\nBoard, (ii) the date on which all shares available for issuance under the Plan
\nshall have been issued as vested shares or (iii) the termination of all
\noutstanding options and restricted stock units in connection with a Corporate
\nTransaction. All options, restricted stock units and unvested stock issuances
\noutstanding at the time of a clause (i) termination event shall continue to have
\nfull force and effect in accordance with the provisions of the documents
\nevidencing those options, restricted stock units or issuances.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III.<\/p>\n<\/td>\n

\n

AMENDMENT OF THE PLAN<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Board shall have complete and exclusive power and authority to amend or
\nmodify the Plan in any or all respects. However, no such amendment or
\nmodification shall adversely affect the rights and obligations with respect to
\noptions, restricted stock units or unvested stock issuances at the time
\noutstanding under the Plan unless the Optionee, the Recipient or the Participant
\nconsents to such amendment or modification. In addition, certain amendments may
\nrequire stockholder approval pursuant to applicable laws and regulations.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

IV.<\/p>\n<\/td>\n

\n

USE OF PROCEEDS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Any cash proceeds received by the Corporation from the sale of shares of
\nCommon Stock under the Plan shall be used for general corporate purposes.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

V.<\/p>\n<\/td>\n

\n

WITHHOLDING<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Corporation’s obligation to deliver shares of Common Stock upon the
\nexercise of any options granted under the Plan, upon the settlement of any
\nrestricted stock units granted under the Plan or upon the issuance or vesting of
\nany shares issued under the Plan shall be subject to the satisfaction of all
\napplicable Federal, state and local income and employment tax withholding
\nrequirements.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

VI.<\/p>\n<\/td>\n

\n

REGULATORY APPROVALS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The implementation of the Plan, the granting of any options under the Plan,
\nthe granting of any restricted stock units under the Plan, and the issuance of
\nany shares of Common Stock (i) upon the exercise of any option, (ii) upon the
\nsettlement of any restricted stock unit or (iii) under the Stock Issuance
\nProgram shall be subject to the Corporation’s procurement of all approvals and
\npermits required by regulatory authorities having jurisdiction over the Plan,
\nthe options granted under it, the restricted stock units granted under it and
\nthe shares of Common Stock issued pursuant to it.<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

VII.<\/p>\n<\/td>\n

\n

NO EMPLOYMENT OR SERVICE RIGHTS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Nothing in the Plan shall confer upon the Optionee, the Recipient or the
\nParticipant any right to continue in Service for any period of specific duration
\nor interfere with or otherwise restrict in any way the rights of the Corporation
\n(or any Parent or Subsidiary employing or retaining such person) or of the
\nOptionee, the Recipient or the Participant, which rights are hereby expressly
\nreserved by each, to terminate such person’s Service at any time for any reason,
\nwith or without cause.<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

APPENDIX<\/u><\/strong><\/p>\n

\n

The following definitions shall be in effect under the Plan:<\/p>\n<\/p>\n

A.Board<\/u><\/strong> shall mean the Corporation’s Board of
\nDirectors.<\/p>\n<\/p>\n<\/p>\n

B.Code<\/u><\/strong> shall mean the Internal Revenue Code of 1986,
\nas amended.<\/p>\n<\/p>\n<\/p>\n

C.Committee<\/u><\/strong> shall mean a committee of one (1) or more
\nBoard members appointed by the Board to exercise one or more administrative
\nfunctions under the Plan.<\/p>\n<\/p>\n<\/p>\n

D.Common Stock<\/u><\/strong> shall mean the Corporation’s common
\nstock.<\/p>\n<\/p>\n<\/p>\n

E.Corporate Transaction<\/u><\/strong> shall mean, except to the
\nextent specifically set forth in an RSU Issuance Agreement, either of the
\nfollowing stockholder-approved transactions to which the Corporation is a party:\n<\/p>\n<\/p>\n<\/p>\n

(i)a merger or consolidation in which securities possessing more than fifty
\npercent (50%) of the total combined voting power of the Corporation’s
\noutstanding securities are transferred to a person or persons different from the
\npersons holding those securities immediately prior to such transaction,<\/p>\n<\/p>\n<\/p>\n

(ii)the sale, transfer or other disposition of all or substantially all of
\nthe Corporation’s assets in complete liquidation or dissolution of the
\nCorporation, or<\/p>\n<\/p>\n<\/p>\n

(iii)the acquisition of all or a majority of the outstanding voting stock of
\nthe Corporation in a single transaction or a series of related transactions by a
\nperson or a group of persons (provided that the Corporation’s initial public
\noffering, any subsequent public offering or another capital raise event shall
\nnot constitute a “Corporate Transaction”).<\/p>\n<\/p>\n<\/p>\n

F.Corporation<\/u><\/strong> shall mean FlashSoft Corporation, a
\nDelaware corporation, and any successor corporation to all or substantially all
\nof the assets or voting stock of FlashSoft Corporation which shall by
\nappropriate action adopt the Plan.<\/p>\n<\/p>\n<\/p>\n

G.Disability<\/u><\/strong> shall mean the inability of the
\nOptionee, the Recipient or the Participant to engage in any substantial gainful
\nactivity by reason of any medically determinable physical or mental impairment
\nand shall be determined by the Plan Administrator on the basis of such medical
\nevidence as the Plan Administrator deems warranted under the circumstances.<\/p>\n<\/p>\n<\/p>\n

H.Employee<\/u><\/strong> shall mean an individual who is in the
\nemploy of the Corporation (or any Parent or Subsidiary), subject to the control
\nand direction of the employer entity as to both the work to be performed and the
\nmanner and method of performance.<\/p>\n<\/p>\n<\/p>\n

I.Exercise Date<\/u><\/strong> shall mean the date on which the
\nCorporation shall have received written notice of the option exercise.<\/p>\n<\/p>\n<\/p>\n

J.Fair Market Value<\/u><\/strong> per share of Common Stock on any
\nrelevant date shall be determined in accordance with the following provisions:\n<\/p>\n<\/p>\n<\/p>\n

(i)If the Common Stock is at the time traded on the NASDAQ National Market,
\nthen the Fair Market Value shall be the closing selling price per share of
\nCommon Stock on the date in question, as such price is reported by the National
\nAssociation of Securities Dealers on the NASDAQ National Market and published in
\nThe Wall Street Journal<\/u>. If there is no closing selling price for the
\nCommon Stock on the date in question, then the Fair Market Value shall be the
\nclosing selling price on the last preceding date for which such quotation
\nexists.<\/p>\n<\/p>\n<\/p>\n

(ii)If the Common Stock is at the time listed on any Stock Exchange, then the
\nFair Market Value shall be the closing selling price per share of Common Stock
\non the date in question on the Stock Exchange determined by the Plan
\nAdministrator to be the primary market for the Common Stock, as such price is
\nofficially quoted in the composite tape of transactions on such exchange and
\npublished in The Wall <\/u><\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n<\/p>\n

Street Journal<\/u>. If there is no closing selling price for the Common
\nStock on the date in question, then the Fair Market Value shall be the closing
\nselling price on the last preceding date for which such quotation exists.<\/p>\n<\/p>\n<\/p>\n

(iii)If the Common Stock is at the time neither listed on any Stock Exchange
\nnor traded on the NASDAQ National Market, then the Fair Market Value shall be
\ndetermined by the Plan Administrator based on a reasonable application of a
\nreasonable valuation not inconsistent with Code Section 409.<\/p>\n<\/p>\n<\/p>\n

K.Incentive Option<\/u><\/strong> shall mean an option which
\nsatisfies the requirements of Code Section 422.<\/p>\n<\/p>\n<\/p>\n

L.Involuntary Termination<\/u><\/strong> shall mean the termination
\nof the Service of any individual which occurs by reason of:<\/p>\n<\/p>\n<\/p>\n

(i)such individual’s involuntary dismissal or discharge by the Corporation
\nfor reasons other than Misconduct, or<\/p>\n<\/p>\n<\/p>\n

(ii)such individual’s voluntary resignation following (A) a change in his or
\nher position with the Corporation which materially reduces his or her duties and
\nresponsibilities or the level of management to which he or she reports, (B) a
\nreduction in his or her level of compensation (including base salary, fringe
\nbenefits and target bonus under any corporate-performance based bonus or
\nincentive programs) by more than fifteen percent (15%) or (C) a relocation of
\nsuch individual’s place of employment by more than fifty (50) miles, provided
\nand only if such change, reduction or relocation is effected without the
\nindividual’s consent.<\/p>\n<\/p>\n<\/p>\n

M.Misconduct<\/u><\/strong> shall mean the commission of any act of
\nfraud, embezzlement or dishonesty by the Optionee, the Recipient or Participant,
\nany unauthorized use or disclosure by such person of confidential information or
\ntrade secrets of the Corporation (or any Parent or Subsidiary), or any other
\nintentional misconduct by such person adversely affecting the business or
\naffairs of the Corporation (or any Parent or Subsidiary) in a material manner.
\nThe foregoing definition shall not in any way preclude or restrict the right of
\nthe Corporation (or any Parent or Subsidiary) to discharge or dismiss any
\nOptionee, Recipient, Participant or other person in the Service of the
\nCorporation (or any Parent or Subsidiary) for any other acts or omissions, but
\nsuch other acts or omissions shall not be deemed, for purposes of the Plan, to
\nconstitute grounds for termination for Misconduct.<\/p>\n<\/p>\n<\/p>\n

N.1934 Act<\/u><\/strong> shall mean the Securities Exchange Act of
\n1934, as amended.<\/p>\n<\/p>\n<\/p>\n

O.Non-Statutory Option<\/u><\/strong> shall mean an option not
\nintended to satisfy the requirements of Code Section 422.<\/p>\n<\/p>\n<\/p>\n

P.Option Grant Program<\/u><\/strong> shall mean the option grant
\nprogram in effect under the Plan.<\/p>\n<\/p>\n<\/p>\n

Q.Optionee<\/u><\/strong> shall mean any person to whom an option is
\ngranted under the Plan.<\/p>\n<\/p>\n<\/p>\n

R.Parent<\/u><\/strong> shall mean any corporation (other than the
\nCorporation) in an unbroken chain of corporations ending with the Corporation,
\nprovided each corporation in the unbroken chain (other than the Corporation)
\nowns, at the time of the determination, stock possessing fifty percent (50%) or
\nmore of the total combined voting power of all classes of stock in one of the
\nother corporations in such chain.<\/p>\n<\/p>\n<\/p>\n

S.Participant<\/u><\/strong> shall mean any person who is issued
\nshares of Common Stock under the Stock Issuance Program.<\/p>\n<\/p>\n<\/p>\n

T.Plan<\/u><\/strong> shall mean the Corporation’s Amended and
\nRestated 2011 Equity Plan, as set forth in this document.<\/p>\n<\/p>\n<\/p>\n

U.Plan Administrator<\/u><\/strong> shall mean either the Board or
\nthe Committee acting in its capacity as administrator of the Plan.<\/p>\n<\/p>\n<\/p>\n

V.Recipient<\/u><\/strong> shall mean any person to whom a
\nrestricted stock unit is granted under the Plan.<\/p>\n<\/p>\n<\/p>\n

W.RSU Issuance Agreement<\/u><\/strong> shall mean the agreement
\nentered into by the Corporation and the Recipient at the time of grant of
\nrestricted stock units under the RSU Grant Program.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n<\/p>\n

X.RSU Grant Program<\/u><\/strong> shall mean the restricted stock
\nunit grant program in effect under the Plan.<\/p>\n<\/p>\n<\/p>\n

Y.Service<\/u><\/strong> shall mean the provision of services to the
\nCorporation (or any Parent or Subsidiary) by a person in the capacity of an
\nEmployee, a non-employee member of the board of directors or a consultant or
\nindependent advisor, except to the extent otherwise specifically provided in the
\ndocuments evidencing the option grant or the restricted stock unit grant.<\/p>\n<\/p>\n<\/p>\n

Z.Stock Exchange<\/u><\/strong> shall mean either the American Stock
\nExchange or the New York Stock Exchange.<\/p>\n<\/p>\n<\/p>\n

AA.Stock Issuance Agreement<\/u><\/strong> shall mean the agreement
\nentered into by the Corporation and the Participant at the time of issuance of
\nshares of Common Stock under the Stock Issuance Program.<\/p>\n<\/p>\n<\/p>\n

BB. Stock Issuance Program<\/u><\/strong> shall mean the stock
\nissuance program in effect under the Plan.<\/p>\n<\/p>\n<\/p>\n

CC. Subsidiary<\/u><\/strong> shall mean any corporation (other than
\nthe Corporation) in an unbroken chain of corporations beginning with the
\nCorporation, provided each corporation (other than the last corporation) in the
\nunbroken chain owns, at the time of the determination, stock possessing fifty
\npercent (50%) or more of the total combined voting power of all classes of stock
\nin one of the other corporations in such chain.<\/p>\n<\/p>\n<\/p>\n

DD. 10% Stockholder<\/u><\/strong> shall mean the owner of stock (as
\ndetermined under Code Section 424(d)) possessing more than ten percent (10%) of
\nthe total combined voting power of all classes of stock of the Corporation (or
\nany Parent or Subsidiary).<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

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