{"id":40601,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-jabil-circuit-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-jabil-circuit-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-jabil-circuit-inc.html","title":{"rendered":"Stock Incentive Plan – Jabil Circuit Inc."},"content":{"rendered":"

JABIL CIRCUIT, INC.
\n2002 STOCK INCENTIVE PLAN<\/strong><\/p>\n

1. Purposes of the Plan<\/u>. The purposes of this Stock Incentive Plan are
\nto attract and retain the best available personnel for positions of substantial
\nresponsibility, to provide additional incentive to Employees and Consultants,
\nand to promote the success of the Company153s business. Awards granted under the
\nPlan may be Incentive Stock Options, Nonstatutory Stock Options, Stock Awards,
\nPerformance Units, Performance Shares or Stock Appreciation Rights.<\/p>\n

2. Definitions<\/u>. As used herein, the following definitions shall apply:\n<\/p>\n

(a) “Administrator” means the Board or any Committee or person as shall be
\nadministering the Plan, in accordance with Section 4 of the Plan.<\/p>\n

(b) “Applicable Law” means the legal requirements relating to the
\nadministration of the Plan under applicable federal, state, local and foreign
\ncorporate, tax and securities laws, including the Delaware General Corporation
\nLaw, and other applicable laws and the rules and requirements of any stock
\nexchange or quotation system on which the Common Stock is listed or quoted.<\/p>\n

(c) “Award” means an Option, Stock Appreciation Right, Stock Award,
\nPerformance Unit or Performance Share granted under the Plan.<\/p>\n

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

(e) “Board” means the Board of Directors of the Company.<\/p>\n

(f) “Change in Control” means the happening of any of the following, unless
\notherwise provided by the Award Agreement:<\/p>\n

(i) the direct or indirect sale, lease, transfer, conveyance or other
\ndisposition (other than by way of merger or consolidation), in one or a series
\nof related transactions, of all or substantially all of the properties or assets
\nof the Company and its subsidiaries taken as a whole to any person (as such term
\nis used in Sections 13(d) and 14(d) of the Exchange Act) other than the Company
\nor one of its subsidiaries;<\/p>\n

(ii) the adoption of a plan relating to the Company153s liquidation or
\ndissolution;<\/p>\n

(iii) the consummation of any transaction (including, without limitation, any
\nmerger or consolidation) the result of which is that any person other than the
\nCompany or its subsidiaries, becomes the beneficial owner (as defined in Rule
\n13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the
\ncombined voting power of the Company153s voting stock or other voting stock into
\nwhich the Company153s voting stock is reclassified, consolidated, exchanged or
\nchanged, measured by voting power rather than number of shares;<\/p>\n

(iv) the Company consolidates with, or merges with or into, any person, or
\nany person consolidates with, or merges with or into, the Company, in any such
\nevent pursuant to a transaction in which any of the voting stock of the Company
\nor such other person is converted into or exchanged for cash, securities or
\nother property, other than any such transaction where the shares of voting stock
\nof the Company outstanding immediately prior to such transaction directly or
\nindirectly constitute, or are converted into or exchanged for, a majority of the
\nvoting stock of the surviving person immediately after giving effect to such
\ntransaction; or<\/p>\n

(v) the first day on which a majority of the members of the Board are not
\nContinuing Directors. “Continuing Director” means, as of any date of
\ndetermination with respect to any Award, any member of the Board who (1) was a
\nmember of the Board on the Date of Grant of such Award; or (2) was nominated for
\nelection or elected to the Board with the approval of a majority of the
\ncontinuing directors who were members of the Board at the time of such
\nnomination or election.”<\/p>\n

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

<\/p>\n

(g) “Change in Control Price” means, as determined by the Board,<\/p>\n

(i) the highest Fair Market Value of a Share within the 60 day period
\nimmediately preceding the date of determination of the Change in Control Price
\nby the Board (the “60-Day Period”), or<\/p>\n

(ii) the highest price paid or offered per Share, as determined by the Board,
\nin any bona fide transaction or bona fide offer related to the Change in Control
\nof the Company, at any time within the 60-Day Period, or<\/p>\n

(iii) some lower price as the Board, in its discretion, determines to be a
\nreasonable estimate of the fair market value of a Share; provided, however, that
\nin the case of an Option or SAR granted after October 3, 2004, the Change in
\nControl Price shall be the Fair Market Value of a Share on the date the Option
\nor SAR is terminated in exchange for a cash payment pursuant to Section
\n11(b)(iv).<\/p>\n

(h) “Code” means the Internal Revenue Code of 1986, as amended.<\/p>\n

(i) “Committee” means a Committee appointed by the Board in accordance with
\nSection 4 of the Plan.<\/p>\n

(j) “Common Stock” means the Common Stock, $.001 par value, of the Company.\n<\/p>\n

(k) “Company” means Jabil Circuit, Inc., a Delaware corporation.<\/p>\n

(l) “Consultant” means any person, including an advisor, engaged by the
\nCompany or a Parent or Subsidiary to render services and who is compensated for
\nsuch services, including without limitation non-Employee Directors who are paid
\nonly a director153s fee by the Company or who are compensated by the Company for
\ntheir services as non-Employee Directors. In addition, as used herein,
\n“consulting relationship” shall be deemed to include service by a non-Employee
\nDirector as such.<\/p>\n

(m) “Continuous Status as an Employee or Consultant” means that the
\nemployment or consulting relationship is not interrupted or terminated by the
\nCompany, any Parent or Subsidiary. Continuous Status as an Employee or
\nConsultant shall not be considered interrupted in the case of (i) any leave of
\nabsence approved in writing by the Board, an Officer, or a person designated in
\nwriting by the Board or an Officer as authorized to approve a leave of absence,
\nincluding sick leave, military leave, or any other personal leave; provided,
\nhowever, that for purposes of Incentive Stock Options, any such leave may not
\nexceed 90 days, unless reemployment upon the expiration of such leave is
\nguaranteed by contract (including certain Company policies) or Applicable Law,
\nor (ii) transfers between locations of the Company or between the Company, a
\nParent, a Subsidiary or successor of the Company; or (iii) a change in the
\nstatus of the Grantee from Employee to Consultant or from Consultant to
\nEmployee.<\/p>\n

(n) “Covered Stock” means the Common Stock subject to an Award.<\/p>\n

(o) “Date of Grant” means the date on which the Administrator makes the
\ndetermination granting the Award, or such other later date as is determined by
\nthe Administrator. Notice of the determination shall be provided to each Grantee
\nwithin a reasonable time after the Date of Grant.<\/p>\n

(p) “”Date of Termination” means the date on which a Grantee153s Continuous
\nStatus as an Employee or Consultant terminates, unless otherwise specified in an
\nAward Agreement. For Awards granted after September, 2010, the term “immediately
\nbefore the Date of Termination” means “immediately before the event of
\ntermination on the Date of Termination.”<\/p>\n

(q) “Director” means a member of the Board.<\/p>\n

(r) “Disability” means total and permanent disability as defined in Section
\n22(e)(3) of the Code.<\/p>\n

(s) “Employee” means any person, including Officers and Directors, employed
\nby the Company or any Parent or Subsidiary of the Company. Neither service as a
\nDirector nor payment of a director153s fee by the Company shall be sufficient to
\nconstitute “employment” by the Company.<\/p>\n

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.\n<\/p>\n

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

<\/p>\n

(u) “Fair Market Value” means, as of any date, the value of Common Stock
\ndetermined as follows:<\/p>\n

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

(ii) If the Common Stock is quoted on the NASDAQ System (but not on the
\nNational Market System thereof) or is regularly quoted by a recognized
\nsecurities dealer but selling prices are not reported, the Fair Market Value of
\na Share of Common Stock shall be the mean between the high bid and low asked
\nprices for the Common Stock on the day of determination, as reported in The Wall
\nStreet Journal or such other source as the Administrator deems reliable;<\/p>\n

(iii) In the absence of an established market for the Common Stock, the Fair
\nMarket Value shall be determined in good faith by the Administrator.<\/p>\n

(v) “Grantee” means an individual who has been granted an Award.<\/p>\n

(w) “Incentive Stock Option” means an Option intended to qualify as an
\nincentive stock option within the meaning of Section 422 of the Code and the
\nregulations promulgated thereunder.<\/p>\n

(x) [Reserved]<\/p>\n

(y) “Nonstatutory Stock Option” means an Option not intended to qualify as an
\nIncentive Stock Option.<\/p>\n

(z) “Officer” means a person who is an officer of the Company within the
\nmeaning of Section 16 of the Exchange Act and the rules and regulations
\npromulgated thereunder.<\/p>\n

(aa) “Option” means a stock option granted under the Plan.<\/p>\n

(bb) “Parent” means a corporation, whether now or hereafter existing, in an
\nunbroken chain of corporations ending with the Company if each of the
\ncorporations other than the Company holds at least 50 percent of the voting
\nshares of one of the other corporations in such chain.<\/p>\n

(cc) “Performance Period” means the time period during which the performance
\ngoals established by the Administrator with respect to a Performance Unit or
\nPerformance Share, pursuant to Section 9 of the Plan, must be met.<\/p>\n

(dd) “Performance Share” has the meaning set forth in Section 9 of the Plan.\n<\/p>\n

(ee) “Performance Unit” has the meaning set forth in Section 9 of the Plan.\n<\/p>\n

(ff) “Plan” means this 2002 Stock Incentive Plan.<\/p>\n

(gg) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any
\nsuccessor to Rule 16b-3, as in effect when discretion is being exercised with
\nrespect to the Plan.<\/p>\n

(hh) “Share” means a share of the Common Stock, as adjusted in accordance
\nwith Section 11 of the Plan.<\/p>\n

(ii) “Stock Appreciation Right” or “SAR” has the meaning set forth in Section
\n7 of the Plan.<\/p>\n

(jj) “Stock Grant” means Shares that are awarded to a Grantee pursuant to
\nSection 8 of the Plan.<\/p>\n

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

<\/p>\n

(kk) “Subsidiary” means a corporation, domestic or foreign, of which not less
\nthan 50 percent of the voting shares are held by the Company or a Subsidiary,
\nwhether or not such corporation now exists or is hereafter organized or acquired
\nby the Company or a Subsidiary<\/p>\n

3. Stock Subject to the Plan<\/u>. Subject to the provisions of Section 11
\nof the Plan and except as otherwise provided in this Section 3, the maximum
\naggregate number of Shares that may be subject to Awards under the Plan since
\nthe Plan became effective is 41,808,726, which includes Shares that were
\navailable on August 31, 2009 to be subject to future Awards, plus Shares that
\nwere subject to Awards on August 31, 2009, and all Shares issued prior to August
\n31, 2009. The Shares may be authorized, but unissued, or reacquired Common
\nStock.<\/p>\n

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

4. Administration of the Plan<\/u>.<\/p>\n

(a) Procedure<\/u>.<\/p>\n

(i) Multiple Administrative Bodies<\/u>. The Plan may be administered by
\ndifferent bodies with respect to different groups of Employees and Consultants.
\nExcept as provided below, the Plan shall be administered by (A) the Board or (B)
\na committee designated by the Board and constituted to satisfy Applicable Law.\n<\/p>\n

(ii) Rule 16b-3<\/u>. To the extent the Board or the Committee considers it
\ndesirable for transactions relating to Awards to be eligible to qualify for an
\nexemption under Rule 16b-3, the transactions contemplated under the Plan shall
\nbe structured to satisfy the requirements for exemption under Rule 16b-3.<\/p>\n

(iii) Section 162(m) of the Code<\/u>. To the extent the Board or the
\nCommittee considers it desirable for compensation delivered pursuant to Awards
\nto be eligible to qualify for an exemption from the limit on tax deductibility
\nof compensation under Section 162(m) of the Code, the transactions contemplated
\nunder the Plan shall be structured to satisfy the requirements for exemption
\nunder Section 162(m) of the Code.<\/p>\n

(iv) Authorization of Officers to Grant Options<\/u>. In accordance with
\nApplicable Law, the Board may, by a resolution adopted by the Board, authorize
\none or more Officers to designate Officers and Employees (excluding the Officer
\nso authorized) to be Grantees of Options and determine the number of Options to
\nbe granted to such Officers and Employees; provided, however, that the
\nresolution adopted by the Board so authorizing such Officer or Officers shall
\nspecify the total number and the terms (including the exercise price, which may
\ninclude a formula by which such price may be determined) of Options such Officer
\nor Officers may so grant.<\/p>\n

(b) Powers of the Administrator<\/u>. Subject to the provisions of the
\nPlan, and in the case of a Committee or an Officer, subject to the specific
\nduties delegated by the Board to such Committee or Committee, the Administrator
\nshall have the authority, in its sole and absolute discretion:<\/p>\n

(i) to determine the Fair Market Value of the Common Stock, in accordance
\nwith Section 2(u) of the Plan;<\/p>\n

(ii) to select the Consultants and Employees to whom Awards will be granted
\nunder the Plan;<\/p>\n

(iii) to determine whether, when, to what extent and in what types and
\namounts Awards are granted under the Plan;<\/p>\n

(iv) to determine the number of shares of Common Stock to be covered by each
\nAward granted under the Plan;<\/p>\n

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

<\/p>\n

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

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

(vii) to construe and interpret the terms of the Plan and Awards;<\/p>\n

(viii) to prescribe, amend and rescind rules and regulations relating to the
\nPlan, including, without limiting the generality of the foregoing, rules and
\nregulations relating to the operation and administration of the Plan to
\naccommodate the specific requirements of local and foreign laws and procedures;\n<\/p>\n

(ix) to modify or amend each Award (subject to Section 13 of the Plan).
\nHowever, the Administrator may not modify or amend any outstanding Option so as
\nto specify a lower exercise price or accept the surrender of an outstanding
\nOption and authorize the granting of a new Option with a lower exercise price in
\nsubstitution for such surrendered Option;<\/p>\n

(x) to authorize any person to execute on behalf of the Company any
\ninstrument required to effect the grant of an Award previously granted by the
\nAdministrator;<\/p>\n

(xi) to determine the terms and restrictions applicable to Awards;<\/p>\n

(xii) to make such adjustments or modifications to Awards granted to Grantees
\nwho are Employees of foreign Subsidiaries as are advisable to fulfill the
\npurposes of the Plan or to comply with Applicable Law;<\/p>\n

(xiii) to delegate its duties and responsibilities under the Plan with
\nrespect to sub-plans applicable to foreign Subsidiaries, except its duties and
\nresponsibilities with respect to Employees who are also Officers or Directors
\nsubject to Section 16(b) of the Exchange Act;<\/p>\n

(xiv) to provide any notice or other communication required or permitted by
\nthe Plan in either written or electronic form; and<\/p>\n

(xv) to make all other determinations deemed necessary or advisable for
\nadministering the Plan.<\/p>\n

(c) Effect of Administrator153s Decision<\/u>. The Administrator153s decisions,
\ndeterminations and interpretations shall be final and binding on all Grantees
\nand any other holders of Awards.<\/p>\n

5. Eligibility and General Conditions of Awards<\/u>.<\/p>\n

(a) Eligibility<\/u>. Awards other than Incentive Stock Options may be
\ngranted to Employees and Consultants. Incentive Stock Options may be granted
\nonly to Employees. If otherwise eligible, an Employee or Consultant who has been
\ngranted an Award may be granted additional Awards.<\/p>\n

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

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

<\/p>\n

(c) Award Agreement<\/u>. To the extent not set forth in the Plan, the
\nterms and conditions of each Award, which need not be the same for each grant or
\nfor each Grantee, shall be set forth in an Award Agreement. The Administrator,
\nin its sole and absolute discretion, may require as a condition to any Award
\nAgreement153s effectiveness that the Award Agreement be executed by the Grantee,
\nincluding by electronic signature or other electronic indication of acceptance,
\nand that the Grantee agree to such further terms and conditions as specified in
\nthe Award Agreement.<\/p>\n

(d) Termination of Employment or Consulting Relationship<\/u>. In the event
\nthat a Grantee153s Continuous Status as an Employee or Consultant terminates
\n(other than upon the Grantee153s death or Disability), then, unless otherwise
\nprovided by the Award Agreement, and subject to Section 11 of the Plan:<\/p>\n

(i) the Grantee may exercise his or her unexercised Option or SAR, but only
\nwithin such period of time as is determined by the Administrator and set forth
\nin the Award Agreement, and only to the extent that the Grantee was entitled to
\nexercise it at the Date of Termination (but in no event later than the
\nexpiration of the term of such Option or SAR as set forth in the Award
\nAgreement). In the case of an Incentive Stock Option, the Administrator shall
\ndetermine such period of time (in no event to exceed three months from the Date
\nof Termination) when the Option is granted. If, at the Date of Termination, the
\nGrantee is not entitled to exercise his or her entire Option or SAR, the Shares
\ncovered by the unexercisable portion of the Option or SAR shall revert to the
\nPlan. If, after the Date of Termination, the Grantee does not exercise his or
\nher Option or SAR within the time specified by the Administrator, the Option or
\nSAR shall terminate, and the Shares covered by such Option or SAR shall revert
\nto the Plan. An Award Agreement may also provide that if the exercise of an
\nOption following the Date of Termination would be prohibited at any time because
\nthe issuance of Shares would violate Company policy regarding compliance with
\nApplicable Law, then the exercise period shall terminate on the earlier of (A)
\nthe expiration of the term of the Option set forth in Section 6(b) of the Plan
\nor (B) the expiration of a period of 10 days after the Date of Termination
\nduring which the exercise of the Option would not be in violation of such
\nrequirements;<\/p>\n

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
\nthe Date of Termination, shall thereupon automatically be forfeited;<\/p>\n

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
\nthe Date of Termination shall promptly be settled by delivery to the Grantee of
\na number of unrestricted Shares equal to the aggregate number of the Grantee153s
\nvested Stock Awards;<\/p>\n

(iv) any Performance Shares or Performance Units with respect to which the
\nPerformance Period has not ended as of the Date of Termination shall terminate
\nimmediately upon the Date of Termination.<\/p>\n

(e) Disability of Grantee<\/u>. In the event that a Grantee153s Continuous
\nStatus as an Employee or Consultant terminates as a result of the Grantee153s
\nDisability, then, unless otherwise provided by the Award Agreement:<\/p>\n

(i) the Grantee may exercise his or her unexercised Option or SAR at any time
\nwithin 12 months from the Date of Termination, but only to the extent that the
\nGrantee was entitled to exercise the Option or SAR at the Date of Termination
\n(but in no event later than the expiration of the term of the Option or SAR as
\nset forth in the Award Agreement). If, at the Date of Termination, the Grantee
\nis not entitled to exercise his or her entire Option or SAR, the Shares covered
\nby the unexercisable portion of the Option or SAR shall revert to the Plan. If,
\nafter the Date of Termination, the Grantee does not exercise his or her Option
\nor SAR within the time specified herein, the Option or SAR shall terminate, and
\nthe Shares covered by such Option or SAR shall revert to the Plan.<\/p>\n

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
\n(or, with respect to Awards granted after September, 2010, as of) the Date of
\nTermination, shall thereupon automatically be forfeited;<\/p>\n

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
\n(or, with respect to Awards granted after September, 2010, as of) the Date of
\nTermination shall promptly be settled by delivery to the Grantee of a number of
\nunrestricted Shares equal to the aggregate number of the Grantee153s vested Stock
\nAwards;<\/p>\n

(iv) any Performance Shares or Performance Units with respect to which the
\nPerformance Period has not ended as of the Date of Termination shall terminate
\nimmediately upon the Date of Termination.<\/p>\n

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

<\/p>\n

(f) Death of Grantee<\/u>. In the event of the death of an Grantee, then,
\nunless otherwise provided by the Award Agreement,<\/p>\n

(i) the Grantee153s unexercised Option or SAR may be exercised at any time
\nwithin 12 months following the date of death (but in no event later than the
\nexpiration of the term of such Option or SAR as set forth in the Award
\nAgreement), by the Grantee153s estate or by a person who acquired the right to
\nexercise the Option or SAR by bequest or inheritance, but only to the extent
\nthat the Grantee was entitled to exercise the Option or SAR at the date of
\ndeath. If, at the time of death, the Grantee was not entitled to exercise his or
\nher entire Option or SAR, the Shares covered by the unexercisable portion of the
\nOption or SAR shall immediately revert to the Plan. If, after death, the
\nGrantee153s estate or a person who acquired the right to exercise the Option or
\nSAR by bequest or inheritance does not exercise the Option or SAR within the
\ntime specified herein, the Option or SAR shall terminate, and the Shares covered
\nby such Option or SAR shall revert to the Plan.<\/p>\n

(ii) the Grantee153s Stock Awards, to the extent forfeitable immediately before
\nthe date of death, shall thereupon automatically be forfeited;<\/p>\n

(iii) the Grantee153s Stock Awards that were not forfeitable immediately before
\nthe date of death shall promptly be settled by delivery to the Grantee153s estate
\nor a person who acquired the right to hold the Stock Grant by bequest or
\ninheritance, of a number of unrestricted Shares equal to the aggregate number of
\nthe Grantee153s vested Stock Awards;<\/p>\n

(iv) any Performance Shares or Performance Units with respect to which the
\nPerformance Period has not ended as of the date of death shall terminate
\nimmediately upon the date of death.<\/p>\n

(g) Buyout Provisions<\/u>. Except as otherwise provided in this Section
\n5(g), the Administrator may at any time offer to buy out, for a payment in cash
\nor Shares, an Award previously granted, based on such terms and conditions as
\nthe Administrator shall establish and communicate to the Grantee at the time
\nthat such offer is made. No such buy out shall occur without the prior approval
\nor consent of the Company153s stockholders. Any such cash offer made to an Officer
\nor Director shall comply with the provisions of Rule 16b-3 relating to cash
\nsettlement of stock appreciation rights. This provision is intended only to
\nclarify the powers of the Administrator and shall not in any way be deemed to
\ncreate any rights on the part of Grantees to buyout offers or payments.<\/p>\n

(h) Nontransferability of Awards<\/u>.<\/p>\n

(i) Except as provided in Section 5(h)(iii) below, each Award, and each right
\nunder any Award, shall be exercisable only by the Grantee during the Grantee153s
\nlifetime, or, if permissible under Applicable Law, by the Grantee153s guardian or
\nlegal representative.<\/p>\n

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

(iii) To the extent and in the manner permitted by Applicable Law, and to the
\nextent and in the manner permitted by the Administrator, and subject to such
\nterms and conditions as may be prescribed by the Administrator, a Grantee may
\ntransfer an Award to:<\/p>\n

(A) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
\nformer spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
\ndaughter-in-law, brother-in-law, or sister-in-law of the Grantee (including
\nadoptive relationships);<\/p>\n

(B) any person sharing the employee153s household (other than a tenant or
\nemployee);<\/p>\n

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

<\/p>\n

(C) a trust in which persons described in (A) and (B) have more than 50
\npercent of the beneficial interest;<\/p>\n

(D) a foundation in which persons described in (A) or (B) or the Grantee
\ncontrol the management of assets; or<\/p>\n

(E) any other entity in which the persons described in (A) or (B) or the
\nGrantee own more than 50 percent of the voting interests;<\/p>\n

provided such transfer is not for value. The following shall not be
\nconsidered transfers for value: a transfer under a domestic relations order in
\nsettlement of marital property rights, and a transfer to an entity in which more
\nthan 50 percent of the voting interests are owned by persons described in (A)
\nabove or the Grantee, in exchange for an interest in such entity.<\/p>\n

6. Stock Options<\/u>.<\/p>\n

(a) Limitations<\/u>.<\/p>\n

(i) Each Option shall be designated in the Award Agreement as either an
\nIncentive Stock Option or a Nonstatutory Stock Option. Any Option designated as
\nan Incentive Stock Option:<\/p>\n

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

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

(1) The portion of the Current Grant that would, when added to any Prior
\nGrants, be exercisable with respect to Shares that would have an aggregate Fair
\nMarket Value (determined as of the respective Date of Grant for such Options) in
\nexcess of the $100,000 Limit shall, notwithstanding the terms of the Current
\nGrant, be exercisable for the first time by the Grantee in the first subsequent
\ncalendar year or years in which it could be exercisable for the first time by
\nthe Grantee when added to all Prior Grants without exceeding the $100,000 Limit;
\nand<\/p>\n

(2) If, viewed as of the date of the Current Grant, any portion of a Current
\nGrant could not be exercised under the preceding provisions of this Section
\n6(a)(i)(B) during any calendar year commencing with the calendar year in which
\nit is first exercisable through and including the last calendar year in which it
\nmay by its terms be exercised, such portion of the Current Grant shall not be an
\nIncentive Stock Option, but shall be exercisable as a separate Option at such
\ndate or dates as are provided in the Current Grant.<\/p>\n

(ii) No Employee shall be granted, in any fiscal year of the Company, Options
\nto purchase more than 3,000,000 Shares. The limitation described in this Section
\n6(a)(ii) shall be adjusted proportionately in connection with any change in the
\nCompany153s capitalization as described in Section 11 of the Plan. If an Option is
\ncanceled in the same fiscal year of the Company in which it was granted (other
\nthan in connection with a transaction described in Section 11 of the Plan), the
\ncanceled Option will be counted against the limitation described in this Section
\n6(a)(ii).<\/p>\n

(b) Term of Option<\/u>. The term of each Option shall be stated in the
\nAward Agreement; provided, however, that in the case of an Incentive Stock
\nOption, the term shall be 10 years from the date of grant or such shorter term
\nas may be provided in the Award Agreement. Moreover, in the case of an Incentive
\nStock Option granted to a Grantee who, at the time the Incentive Stock Option is
\ngranted, owns stock representing more than 10 percent of the voting<\/p>\n

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

<\/p>\n

power of all classes of stock of the Company or any Parent or Subsidiary, the
\nterm of the Incentive Stock Option shall be five years from the date of grant or
\nsuch shorter term as may be provided in the Award Agreement.<\/p>\n

(c) Option Exercise Price and Consideration<\/u>.<\/p>\n

(i) Exercise Price<\/u>. The per share exercise price for the Shares to be
\nissued pursuant to exercise of an Option shall be determined by the
\nAdministrator and, except as otherwise provided in this Section 6(c)(i), shall
\nbe no less than 100 percent of the Fair Market Value per Share on the Date of
\nGrant.<\/p>\n

(A) In the case of an Incentive Stock Option granted to an Employee who on
\nthe Date of Grant owns stock representing more than 10 percent of the voting
\npower of all classes of stock of the Company or any Parent or Subsidiary, the
\nper Share exercise price shall be no less than 110 percent of the Fair Market
\nValue per Share on the Date of Grant.<\/p>\n

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

(d) Waiting Period and Exercise Dates<\/u>. At the time an Option is
\ngranted, the Administrator shall fix the period within which the Option may be
\nexercised and shall determine any conditions that must be satisfied before the
\nOption may be exercised. An Option shall be exercisable only to the extent that
\nit is vested according to the terms of the Award Agreement.<\/p>\n

(e) Form of Consideration<\/u>. The Administrator shall determine the
\nacceptable form of consideration for exercising an Option, including the method
\nof payment. In the case of an Incentive Stock Option, the Administrator shall
\ndetermine the acceptable form of consideration at the time of grant. The
\nacceptable form of consideration may consist of any combination of cash,
\npersonal check, wire transfer or, subject to the approval of the Administrator:\n<\/p>\n

(i) Shares previously acquired or Shares deliverable upon exercise of the
\nOption;<\/p>\n

(ii) pursuant to procedures approved by the Committee, (A) through the sale
\nof the Shares acquired on exercise of the Option through a broker-dealer to whom
\nthe Grantee has submitted an irrevocable notice of exercise and irrevocable
\ninstructions to deliver promptly to the Company the amount of sale or loan
\nproceeds sufficient to pay the exercise price, together with, if requested by
\nthe Company, the amount of federal, state, local or foreign withholding taxes
\npayable by the Grantee by reason of such exercise, or (B) through simultaneous
\nsale through a broker of Shares acquired upon exercise; or<\/p>\n

(iii) such other consideration and method of payment for the issuance of
\nShares to the extent permitted by Applicable Law.<\/p>\n

(f) Exercise of Option<\/u>.<\/p>\n

(i) Procedure for Exercise; Rights as a Stockholder<\/u>.<\/p>\n

(A) Any Option granted hereunder shall be exercisable according to the terms
\nof the Plan and at such times and under such conditions as determined by the
\nAdministrator and set forth in the Award Agreement.<\/p>\n

(B) An Option may not be exercised for a fraction of a Share.<\/p>\n

(C) An Option shall be deemed exercised when the Company receives:<\/p>\n

(1) written or electronic notice of exercise (in accordance with the Award
\nAgreement and any action taken by the Administrator pursuant to Section 4(b) of
\nthe Plan or otherwise) from the person entitled to exercise the Option, and<\/p>\n

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

<\/p>\n

(2) full payment for the Shares with respect to which the Option is
\nexercised. Full payment may consist of any consideration and method of payment
\nauthorized by the Administrator and permitted by the Award Agreement and the
\nPlan.<\/p>\n

(3) Shares issued upon exercise of an Option shall be issued in the name of
\nthe Grantee or, if requested by the Grantee, in the name of the Grantee and his
\nor her spouse. Until the stock certificate evidencing such Shares is issued (as
\nevidenced by the appropriate entry on the books of the Company or of a duly
\nauthorized transfer agent of the Company), no right to vote or receive dividends
\nor any other rights as a stockholder shall exist with respect to the Optioned
\nStock, notwithstanding the exercise of the Option. The Company shall issue (or
\ncause to be issued) such stock certificate promptly after the Option is
\nexercised. No adjustment will be made for a dividend or other right for which
\nthe record date is prior to the date the stock certificate is issued, except as
\nprovided in Section 11 of the Plan.<\/p>\n

(4) Exercising an Option in any manner shall decrease the number of Shares
\nthereafter available, both for purposes of the Plan and for sale under the
\nOption, by the number of Shares as to which the Option is exercised.<\/p>\n

7. Stock Appreciation Rights<\/u>.<\/p>\n

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

(b) Limitation<\/u>. No Employee shall be granted, in any fiscal year of
\nthe Company, SARs covering more than 3,000,000 Shares. The limitation described
\nin this Section 7(b) shall be adjusted proportionately in connection with any
\nchange in the Company153s capitalization as described in Section 11 of the Plan.
\nIf a SAR is canceled in the same fiscal year of the Company in which it was
\ngranted (other than in connection with a transaction described in Section 11 of
\nthe Plan), the canceled SAR will be counted against the limitation described in
\nthis Section 7(b).<\/p>\n

(c) Exercise of SARs<\/u>. SARs shall be exercised by the delivery of a
\nwritten or electronic notice of exercise to the Company (in accordance with the
\nAward Agreement and any action taken by the Administrator pursuant to Section
\n4(b) of the Plan or otherwise), setting forth the number of Shares over which
\nthe SAR is to be exercised. Tandem SARs may be exercised:<\/p>\n

(i) with respect to all or part of the Shares subject to the related Option
\nupon the surrender of the right to exercise the equivalent portion of the
\nrelated Option;<\/p>\n

(ii) only with respect to the Shares for which its related Option is then
\nexercisable; and<\/p>\n

(iii) only when the Fair Market Value of the Shares subject to the Option
\nexceeds the exercise price of the Option.<\/p>\n

The value of the payment with respect to the tandem SAR may be no more than
\n100 percent of the difference between the exercise price of the underlying
\nOption and the Fair Market Value of the Shares subject to the underlying Option
\nat the time the tandem SAR is exercised.<\/p>\n

(d) Payment of SAR Benefit<\/u>. Upon exercise of a SAR, the Grantee shall
\nbe entitled to receive payment from the Company in an amount determined by
\nmultiplying:<\/p>\n

(i) the excess of the Fair Market Value of a Share on the date of exercise
\nover the SAR exercise price; by<\/p>\n

(ii) the number of Shares with respect to which the SAR is exercised;<\/p>\n

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

<\/p>\n

provided, that the Administrator may provide in the Award Agreement that the
\nbenefit payable on exercise of an SAR shall not exceed such percentage of the
\nFair Market Value of a Share on the Date of Grant as the Administrator shall
\nspecify. As determined by the Administrator, the payment upon exercise of an SAR
\nmay be in cash, in Shares that have an aggregate Fair Market Value (as of the
\ndate of exercise of the SAR) equal to the amount of the payment, or in some
\ncombination thereof, as set forth in the Award Agreement.<\/p>\n

8. Stock Awards<\/u>.<\/p>\n

(a) Authorization to Grant Stock Awards<\/u>. Subject to the terms and
\nconditions of the Plan, the Administrator may grant Stock Awards to Employees or
\nConsultants from time to time. A Stock Award may be made in Shares or
\ndenominated in units representing rights to receive Shares. Each Stock Award
\nshall be evidenced by an Award Agreement that shall set forth the conditions, if
\nany, which will need to be timely satisfied before the Stock Award will be
\neffective and the conditions, if any, under which the Grantee153s interest in the
\nrelated Shares or units will be forfeited. A Stock Award made in Shares that are
\nsubject to forfeiture conditions and\/or other restrictions may be designated as
\nan Award of Restricted Stock.153 A Stock Award denominated in units that are
\nsubject to forfeiture conditions and\/or other restrictions may be designated as
\nan Award of Restricted Stock Units.153 No more than 3,000,000 Shares or units may
\nbe granted pursuant to Stock Awards to an individual Grantee in any calendar
\nyear.<\/p>\n

(b) Code Section 162(m) Provisions<\/u>.<\/p>\n

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

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

(iii) Notwithstanding any contrary provision of the Plan, the Compensation
\nCommittee may not increase the number of shares granted pursuant to any Stock
\nAward subject to this Section 8(b), nor may it waive the achievement of any
\nperformance target established pursuant to this Section 8(b).<\/p>\n

(iv) Prior to the payment of any Stock Award subject to this Section 8(b),
\nthe Compensation Committee shall certify in writing that the performance
\ntarget(s) applicable to such Stock Award was met.<\/p>\n

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

<\/p>\n

(v) The Compensation Committee shall have the power to impose such other
\nrestrictions on Stock Awards subject to this Section 8(b) as it may deem
\nnecessary or appropriate to ensure that such Stock Awards satisfy all
\nrequirements for “performance-based compensation” within the meaning of Code
\nsection 162(m)(4)(C) of the Code, the regulations promulgated thereunder, and
\nany successors thereto.<\/p>\n

9. Performance Units and Performance Shares<\/u>.<\/p>\n

(a) Grant of Performance Units and Performance Shares<\/u>. Subject to the
\nterms of the Plan, the Administrator may grant Performance Units or Performance
\nShares to any Employee or Consultant in such amounts and upon such terms as the
\nAdministrator shall determine.<\/p>\n

(b) Value\/Performance Goals<\/u>. Each Performance Unit shall have an
\ninitial value that is established by the Administrator on the Date of Grant.
\nEach Performance Share shall have an initial value equal to the Fair Market
\nValue of a Share on the Date of Grant. The Administrator shall set performance
\ngoals that, depending upon the extent to which they are met, will determine the
\nnumber or value of Performance Units or Performance Shares that will be paid to
\nthe Grantee.<\/p>\n

(c) Payment of Performance Units and Performance Shares<\/u>.<\/p>\n

(i) Subject to the terms of the Plan, after the applicable Performance Period
\nhas ended, the holder of Performance Units or Performance Shares shall be
\nentitled to receive a payment based on the number and value of Performance Units
\nor Performance Shares earned by the Grantee over the Performance Period,
\ndetermined as a function of the extent to which the corresponding performance
\ngoals have been achieved.<\/p>\n

(ii) If a Grantee is promoted, demoted or transferred to a different business
\nunit of the Company during a Performance Period, then, to the extent the
\nAdministrator determines appropriate, the Administrator may adjust, change or
\neliminate the performance goals or the applicable Performance Period as it deems
\nappropriate in order to make them appropriate and comparable to the initial
\nperformance goals or Performance Period.<\/p>\n

(d) Form and Timing of Payment of Performance Units and Performance
\nShares<\/u>. Payment of earned Performance Units or Performance Shares shall be
\nmade in a lump sum following the close of the applicable Performance Period. The
\nAdministrator may pay earned Performance Units or Performance Shares in cash or
\nin Shares (or in a combination thereof) that have an aggregate Fair Market Value
\nequal to the value of the earned Performance Units or Performance Shares at the
\nclose of the applicable Performance Period. Such Shares may be granted subject
\nto any restrictions deemed appropriate by the Administrator. The form of payout
\nof such Awards shall be set forth in the Award Agreement pertaining to the grant
\nof the Award including any provisions necessary to comply with Section 409A of
\nthe Code.<\/p>\n

10. Deferral of Receipt of Payment<\/u>. The Administrator may permit or
\nrequire a Grantee to defer receipt of the payment of cash or the delivery of
\nShares that would otherwise be due by virtue of the exercise of an Option or
\nSAR, the grant of or the lapse or waiver of restrictions with respect to Stock
\nAwards or the satisfaction of any requirements or goals with respect to
\nPerformance Units or Performance Shares. If any such deferral is required or
\npermitted, the Administrator shall establish such rules and procedures for such
\ndeferral.<\/p>\n

11. Adjustments Upon Changes in Capitalization or Change of Control<\/u>.\n<\/p>\n

(a) Changes in Capitalization<\/u>. Subject to any required action by the
\nstockholders of the Company, the number of Shares of Covered Stock, and the
\nnumber of Shares which have been authorized for issuance under the Plan but as
\nto which no Awards have yet been granted or which have been returned to the Plan
\nupon cancellation or expiration of an Award, and the annual per-person
\nlimitations on equity Awards, as well as the price per share of Covered Stock
\nand share-based performance conditions of Awards, shall be proportionately
\nadjusted for any increase or decrease in the number of issued shares of Common
\nStock resulting from a stock split, reverse stock split, stock dividend,
\ncombination or reclassification of the Common Stock, or any other increase or
\ndecrease in the number of issued shares of Common Stock effected without receipt
\nof consideration by the Company, and in the event of an extraordinary dividend,
\nspinoff or similar event affecting the value of Common Stock; provided, however,
\nthat conversion of any convertible securities of the Company shall not be deemed
\nto have been “effected without receipt of consideration.” Such adjustment shall
\nbe made by the Board, whose determination in that respect<\/p>\n

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

<\/p>\n

shall be final, binding and conclusive. In furtherance of the foregoing, a
\nGrantee shall have a legal right to an adjustment to an Award which constitutes
\n“share-based equity” in the event of an “equity restructuring,” as such terms
\nare defined under Financial Accounting Standards Board Accounting Standards
\nCodification Topic 718, which adjustment shall preserve without enlarging the
\nvalue of the Award to the Grantee. Except as expressly provided herein, no
\nissuance by the Company of shares of stock of any class, or securities
\nconvertible into shares of stock of any class, shall affect, and no adjustment
\nby reason thereof shall be made with respect to, the number or price of shares
\nof Covered Stock. No adjustment shall be made pursuant to this Section 11 in a
\nmanner that would cause Incentive Stock Options to violate Section 422(b) of the
\nCode or cause an Award to be subject to adverse tax consequences under Section
\n409A of the Code.<\/p>\n

(b) Change in Control<\/u>. In the event of a Change in Control, then the
\nfollowing provisions shall apply, unless otherwise provided in the Grantee153s
\nAward Agreement:<\/p>\n

(i) Vesting<\/u>. Any Award outstanding on the date such Change in Control
\nis determined to have occurred that is not yet exercisable and vested on such
\ndate:<\/p>\n

(A) shall become fully exercisable and vested on the first anniversary of the
\ndate of such Change in Control (the “Change in Control Anniversary”) if the
\nGrantee153s Continuous Status as an Employee or Consultant does not terminate
\nprior to the Change in Control Anniversary;<\/p>\n

(B) shall become fully exercisable and vested on the Date of Termination if
\nthe Grantee153s Continuous Status as an Employee or Consultant terminates prior to
\nthe Change in Control Anniversary as a result of termination by the Company
\nwithout Cause or resignation by the Grantee for Good Reason; or<\/p>\n

(C) shall not become full exercisable and vested if the Grantee153s Continuous
\nStatus as an Employee or Consultant terminates prior to the Change in Control
\nAnniversary as a result of termination by the Company for Cause or resignation
\nby the Grantee without Good Reason.<\/p>\n

For purposes of this Section 11(b)(i), the following definitions shall apply:\n<\/p>\n

(D) “Cause” means:<\/p>\n

(1) A Grantee153s conviction of a crime involving fraud or dishonesty; or<\/p>\n

(2) A Grantee153s continued willful or reckless material misconduct in the
\nperformance of the Grantee153s duties after receipt of written notice from the
\nCompany concerning such misconduct;<\/p>\n

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

(E) “Good Reason” means:<\/p>\n

(1) The assignment to the Grantee of any duties inconsistent in any respect
\nwith the Grantee153s position (including status, titles and reporting
\nrequirement), authority, duties or responsibilities, or any other action by the
\nCompany that results in a diminution in such position, authority, duties or
\nresponsibilities, excluding for this purpose an isolated, insubstantial and
\ninadvertent action that is not taken in bad faith and that is remedied by the
\nCompany promptly after receipt of written notice thereof given by the Grantee
\nwithin 30 days following the assignment or other action by the Company;<\/p>\n

(2) Any reduction in compensation; or<\/p>\n

(3) Change in location of office of more than 35 miles without prior consent
\nof the Grantee.<\/p>\n

(ii) Dissolution or Liquidation<\/u>. In the event of the proposed
\ndissolution or liquidation of the Company, to the extent that an Award is
\noutstanding, it will terminate immediately prior to the consummation of such
\nproposed action. The Board may, in the exercise of its sole discretion in such
\ninstances, declare that any Option or SAR shall<\/p>\n

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

<\/p>\n

terminate as of a date fixed by the Board and give each Grantee the right to
\nexercise his or her Option or SAR as to all or any part of the Covered Stock,
\nincluding Shares as to which the Option or SAR would not otherwise be
\nexercisable.<\/p>\n

(iii) Merger or Asset Sale<\/u>. Except as otherwise determined by the
\nBoard, in its discretion, prior to the occurrence of a merger of the Company
\nwith or into another corporation, or the sale of substantially all of the assets
\nof the Company, in the event of such a merger or sale each outstanding Option or
\nSAR shall be assumed or an equivalent option or right shall be substituted by
\nthe successor corporation or a Parent or Subsidiary of the successor
\ncorporation. In the event that the successor corporation or a Parent or
\nSubsidiary of the successor corporation does not agree to assume the Option or
\nSAR or to substitute an equivalent option or right, the Administrator shall, in
\nlieu of such assumption or substitution, provide for the Grantee to have the
\nright to exercise the Option or SAR as to all or a portion of the Covered Stock,
\nincluding Shares as to which it would not otherwise be exercisable. If the
\nAdministrator makes an Option or SAR exercisable in lieu of assumption or
\nsubstitution in the event of a merger or sale of assets, the Administrator shall
\nnotify the Grantee that the Option or SAR shall be fully exercisable for a
\nperiod of 15 days from the date of such notice, and the Option or SAR will
\nterminate upon the expiration of such period. For the purposes of this
\nparagraph, the Option or SAR shall be considered assumed if, following the
\nmerger or sale of assets, the option or right confers the right to purchase, for
\neach Share of Covered Stock subject to the Option or SAR immediately prior to
\nthe merger or sale of assets, the consideration (whether stock, cash, or other
\nsecurities or property) received in the merger or sale of assets by holders of
\nCommon Stock for each Share held on the effective date of the transaction (and
\nif holders were offered a choice of consideration, the type of consideration
\nchosen by the holders of a majority of the outstanding Shares); provided,
\nhowever, that if such consideration received in the merger or sale of assets was
\nnot solely common stock of the successor corporation or its Parent, the
\nAdministrator may, with the consent of the successor corporation and the
\nparticipant, provide for the consideration to be received upon the exercise of
\nthe Option or SAR, for each Share of Optioned Stock subject to the Option or
\nSAR, to be solely common stock of the successor corporation or its Parent equal
\nin Fair Market Value to the per Share consideration received by holders of
\nCommon Stock in the merger or sale of assets.<\/p>\n

(iv) Except as otherwise determined by the Board, in its discretion, prior to
\nthe occurrence of a Change in Control other than the dissolution or liquidation
\nof the Company, a merger of the Company with or into another corporation, or the
\nsale of substantially all of the assets of the Company, in the event of such a
\nChange in Control, all outstanding Options and SARs, to the extent they are
\nexercisable and vested (including Options and SARs that shall become exercisable
\nand vested pursuant to Section 11(b)(i) above), shall be terminated in exchange
\nfor a cash payment equal to the Change in Control Price reduced by the exercise
\nprice applicable to such Options or SARs. These cash proceeds shall be paid to
\nthe Grantee or, in the event of death of an Grantee prior to payment, to the
\nestate of the Grantee or to a person who acquired the right to exercise the
\nOption or SAR by bequest or inheritance.<\/p>\n

12. Term of Plan<\/u>. The Plan shall become effective upon its approval by
\nthe stockholders of the Company within 12 months after the date the Plan is
\nadopted by the Board. Such stockholder approval shall be obtained in the manner
\nand to the degree required under applicable federal and state law. The Plan
\nshall continue in effect until October 17, 2011, unless terminated earlier under
\nSection 13 of the Plan.<\/p>\n

13. Amendment and Termination of the Plan<\/u>.<\/p>\n

(a) Amendment and Termination<\/u>. The Board may at any time amend, alter,
\nsuspend or terminate the Plan. The Committee may amend, alter, suspend or
\nterminate the Plan so long as such action complies with Applicable Law, except
\nthat any Plan amendment to be presented to the stockholders for approval shall
\nfirst be approved by the Board. The Administrator may at any time amend, alter,
\nsuspend or terminate an outstanding Award.<\/p>\n

(b) Stockholder Approval<\/u>. The Company shall obtain stockholder
\napproval of any Plan amendment to the extent necessary and desirable to comply
\nwith Rule 16b-3 or with Section 422 of the Code (or any successor rule or
\nstatute or other applicable law, rule or regulation, including the requirements
\nof any exchange or quotation system on which the Common Stock is listed or
\nquoted). Furthermore, the Company shall obtain stockholder approval of any
\nmodification or amendment of the Plan to the extent that the Board, in its sole
\nand absolute discretion, reasonably determines, in accordance with the
\nrequirements of any exchange or quotation system on which the Common Stock is
\nlisted or quoted, that such modification or amendment constitutes a material
\nrevision or material amendment of the Plan. Such stockholder approval, if
\nrequired, shall be obtained in such a manner and to such a<\/p>\n

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

<\/p>\n

degree as is required by Applicable Law. Without the approval of
\nstockholders, no amendment or alteration of the Plan or any outstanding Option
\nor SAR will have the effect of amending or replacing such an Option or SAR in a
\ntransaction that constitutes a “repricing.” For this purpose, a “repricing”
\nmeans: (1) amending the terms of an Option or SAR after it is granted to lower
\nits exercise price or base price; (2) any other action that is treated as a
\nrepricing under generally accepted accounting principles; and (3) canceling an
\nOption or SAR at a time when its strike price is equal to or greater than the
\nfair market value of the underlying Stock, in exchange or substitution for
\nanother Option, SAR, Stock Award, other equity, or cash or other property. A
\ncancellation and exchange or substitution described in clause (3) of the
\npreceding sentence will be considered a repricing regardless of whether the
\nOption, SAR, Stock Award or other equity is delivered simultaneously with the
\ncancellation, regardless of whether it is treated as a repricing under generally
\naccepted accounting principles, and regardless of whether it is voluntary on the
\npart of the Grantee. Adjustments to awards under Section 11 will not be deemed
\n“repricings,” however. The Administrator shall have no authority to amend, alter
\nor modify any Award term after the Award has been granted to the extent that the
\neffect is to waive a term that otherwise at that time would be mandatory for a
\nnew Award of the same type under the Plan.<\/p>\n

(c) Effect of Amendment or Termination<\/u>. No amendment, alteration,
\nsuspension or termination of the Plan shall impair the rights of any Grantee,
\nunless mutually agreed otherwise between the Grantee and the Administrator,
\nwhich agreement must be in writing and signed by the Grantee and the Company;
\nprovided, however, that for Awards granted after September, 2010, the
\nrequirements of this Section 13(c) will apply only if such impairment is
\nmaterial.<\/p>\n

14. Conditions Upon Issuance of Shares<\/u>.<\/p>\n

(a) Legal Compliance<\/u>. The Company shall not be obligated to issue
\nShares pursuant to an Award unless the exercise, if applicable, of such Award
\nand the issuance and delivery of such Shares shall comply with all relevant
\nprovisions of law, including, without limitation, the Securities Act of 1933, as
\namended, the Exchange Act, the rules and regulations promulgated thereunder,
\nApplicable Law, and the requirements of any stock exchange or quotation system
\nupon which the Shares may then be listed or quoted, and shall be further subject
\nto the approval of counsel for the Company with respect to such compliance.<\/p>\n

(b) Investment Representations<\/u>. As a condition to the exercise of an
\nAward, the Company may require the person exercising such Award to represent and
\nwarrant at the time of any such exercise that the Shares are being purchased
\nonly for investment and without any present intention to sell or distribute such
\nShares if, in the opinion of counsel for the Company, such a representation is
\nrequired.<\/p>\n

(c) Withholding<\/u>. The Company and its Subsidiaries and affiliates are
\nauthorized to withhold from any Award granted, any payment relating to an Award
\nunder the Plan, including from a distribution of Shares, or any payroll or other
\npayment to a Grantee, amounts of withholding and other taxes due or potentially
\npayable in connection with any transaction involving an Award, and to take such
\nother action as the Administrator may deem advisable to enable the Company, its
\nSubsidiaries and affiliates, and Grantees to satisfy obligations for the payment
\nof withholding taxes and other tax obligations relating to any Award. This
\nauthority shall include authority to withhold or receive Stock or other property
\nand to make cash payments in respect thereof in satisfaction of a Grantee153s
\nwithholding obligations, either on a mandatory or elective basis in the
\ndiscretion of the Administrator. Other provisions of the Plan notwithstanding,
\nonly the minimum number of Shares deliverable in connection with an Award
\nnecessary to satisfy statutory withholding requirements will be withheld, except
\na greater amount of Stock may be withheld provided that any such withholding
\ntransaction that will result in additional accounting expense to the Company
\nmust be expressly authorized by the Administrator.<\/p>\n

15. Liability of Company<\/u>.<\/p>\n

(a) Inability to Obtain Authority<\/u>. The inability of the Company to
\nobtain authority from any regulatory body having jurisdiction, which authority
\nis deemed by the Company153s counsel to be necessary to the lawful issuance and
\nsale of any Shares hereunder, shall relieve the Company of any liability in
\nrespect of the failure to issue or sell such Shares as to which such requisite
\nauthority shall not have been obtained.<\/p>\n

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

<\/p>\n

(b) Grants Exceeding Allotted Shares<\/u>. If the Covered Stock covered by
\nan Award exceeds, as of the date of grant, the number of Shares that may be
\nissued under the Plan without additional stockholder approval, such Award shall
\nbe void with respect to such excess Covered Stock, unless stockholder approval
\nof an amendment sufficiently increasing the number of Shares subject to the Plan
\nis timely obtained in accordance with Section 13 of the Plan.<\/p>\n

16. Reservation of Shares<\/u>. The Company, during the term of this Plan,
\nwill at all times reserve and keep available such number of Shares as shall be
\nsufficient to satisfy the requirements of the Plan.<\/p>\n

17. Rights of Employees and Consultants<\/u>. Neither the Plan nor any
\nAward shall confer upon an Grantee any right with respect to continuing the
\nGrantee153s employment or consulting relationship with the Company, nor shall they
\ninterfere in any way with the Grantee153s right or the Company153s right to
\nterminate such employment or consulting relationship at any time, with or
\nwithout cause.<\/p>\n

18. Sub-plans for Foreign Subsidiaries<\/u>. The Board may adopt sub-plans
\napplicable to particular foreign Subsidiaries. All Awards granted under such
\nsub-plans shall be treated as grants under the Plan. The rules of such sub-plans
\nmay take precedence over other provisions of the Plan, with the exception of
\nSection 3, but unless otherwise superseded by the terms of such sub-plan, the
\nprovisions of the Plan shall govern the operation of such sub-plan.<\/p>\n

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