{"id":41318,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/siri-stock-option-and-issuance-plan-apple-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"siri-stock-option-and-issuance-plan-apple-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/siri-stock-option-and-issuance-plan-apple-inc.html","title":{"rendered":"Siri Stock Option and Issuance Plan – Apple Inc."},"content":{"rendered":"

SIRI, INC. <\/strong><\/p>\n

2008 STOCK OPTION\/STOCK ISSUANCE PLAN <\/u><\/strong>\n<\/p>\n

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

GENERAL PROVISIONS <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\nI.<\/strong><\/td>\n\n

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

This 2008 Stock Option\/Stock Issuance Plan is intended to
\npromote the interests of Siri, Inc., 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

Capitalized terms herein shall have the meanings assigned to
\nsuch terms in the attached Appendix.<\/p>\n<\/p>\n\n\n\n
<\/td>\nII.<\/strong><\/td>\n\n

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

A. The Plan shall be divided into two (2) separate equity
\nprograms:<\/p>\n

(i) the Option Grant Program under which eligible persons
\nmay, at the discretion of the Plan Administrator, be granted options to purchase
\nshares of Common Stock, and<\/p>\n

(ii) the Stock Issuance Program under which eligible persons
\nmay, at the discretion of the Plan Administrator, be issued shares of Common
\nStock directly, either through the immediate purchase of such shares or as a
\nbonus for services rendered the Corporation (or any Parent or Subsidiary) or
\npursuant to restricted stock units or other share right awards which vest upon
\nthe completion of designated service periods or the attainment of
\npre-established performance milestones.<\/p>\n

B. The provisions of Articles One and Four shall apply to
\nboth equity programs under the Plan and shall accordingly govern the interests
\nof all persons under the Plan.<\/p>\n<\/p>\n\n\n\n
<\/td>\nIII.<\/strong><\/td>\n\n

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

A. The Plan shall be administered by the Board. However, any
\nor all administrative functions otherwise exercisable by the Board may be
\ndelegated to the Committee. Members of the Committee shall serve for such period
\nof time as the Board may determine and shall be subject to removal by the Board
\nat any time. The Board may also at any time terminate the functions of the
\nCommittee and reassume all powers and authority previously delegated to the
\nCommittee.<\/p>\n

\n

B. The Plan Administrator shall have full power and authority
\n(subject to the provisions of the Plan) to establish such rules and regulations
\nas it may deem appropriate for proper administration of the Plan and to make
\nsuch determinations under, and issue such interpretations of, the Plan and any
\noutstanding options or stock issuances thereunder as it may deem necessary or
\nadvisable. Decisions of the Plan Administrator shall be final and binding on all
\nparties who have an interest in the Plan or any option grant or stock issuance
\nthereunder.<\/p>\n\n\n\n
<\/td>\nIV.<\/strong><\/td>\n\n

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

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

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

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

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

B. The Plan Administrator shall have full authority to
\ndetermine, (i) with respect to the grants made under the Option Grant Program,
\nwhich eligible persons are to receive such grants, the time or times when those
\ngrants are to be made, the number of shares to be covered by each such grant,
\nthe status of the granted option as either an Incentive Option or a
\nNon-Statutory Option, the time or times when each option is to become
\nexercisable, the vesting schedule (if any) applicable to the option shares and
\nthe maximum term for which the option is to remain outstanding, and (ii) with
\nrespect to stock issuances or other stock-based awards under the Stock Issuance
\nProgram, which eligible persons are to receive such issuances or awards, the
\ntime or times when those issuances or awards are to be made, the number of
\nshares subject to each such issuance or award, the applicable vesting schedule
\nand the cash consideration (if any) to be paid by the Participant for such
\nshares.<\/p>\n

C. The Plan Administrator shall have the absolute discretion
\neither to grant options in accordance with the Option Grant Program or to effect
\nstock issuances in accordance with the Stock Issuance Program.<\/p>\n\n\n\n
<\/td>\nV.<\/strong><\/td>\n\n

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

A. The stock issuable under the Plan shall be shares of
\nauthorized but unissued or reacquired Common Stock. The maximum number of shares
\nof Common Stock which may be issued over the term of the Plan shall not exceed
\nSeven million (7,000,000) shares.<\/p>\n

B. Shares of Common Stock subject to outstanding options,
\nrestricted stock units or share right awards shall be available for subsequent
\nissuance under the Plan to the extent (i) those options, units or awards expire,
\nterminate or are cancelled for any reason prior to the issuance of the
\nunderlying shares of Common Stock or (ii) such options are cancelled in
\naccordance with the cancellation-regrant provisions of Article Two. Unvested
\nshares issued<\/p>\n<\/p>\n

2<\/p>\n

\n

under the Plan and subsequently repurchased by the
\nCorporation, at a price per share not greater than the option exercise or direct
\nissue price paid per share, pursuant to the Corporation’s repurchase rights
\nunder the Plan shall be added back to the number of shares of Common Stock
\nreserved for issuance under the Plan and shall accordingly be available for
\nreissuance through one or more subsequent option grants or direct stock
\nissuances under the Plan.<\/p>\n

C. In the event of any of the following transactions
\naffecting the outstanding Common Stock as a class without the Corporation’s
\nreceipt of consideration: any stock split, stock dividend, spin-off transaction,
\nextraordinary distribution (whether in cash, securities or other property),
\nrecapitalization, combination of shares, exchange of shares or other similar
\ntransaction affecting the outstanding Common Stock without the Corporation’s
\nreceipt of consideration or in the event of a substantial reduction to the value
\nof the outstanding shares of Common Stock by reason of a spin-off transaction or
\nextraordinary distribution, then equitable adjustments shall be made to (i) the
\nmaximum number and\/or class of securities issuable under the Plan, (ii) the
\nnumber and\/or class of securities and the exercise price per share in effect
\nunder each outstanding option and (iii) the number and\/or class of securities
\nsubject to each outstanding restricted stock unit or other share right award and
\nthe cash consideration (if any) payable per share. The adjustments shall be made
\nby the Plan Administrator in such manner as the Plan Administrator deems
\nappropriate in order to prevent the dilution or enlargement of benefits
\nthereunder, and those adjustments shall be final, binding and conclusive. In no
\nevent shall any such adjustments be made in connection with the conversion of
\none or more outstanding shares of the Corporation’s preferred stock into shares
\nof Common Stock.<\/p>\n<\/p>\n

3<\/p>\n

\n

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

OPTION GRANT PROGRAM <\/u><\/strong><\/p>\n\n\n\n
<\/td>\nI.<\/strong><\/td>\n\n

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

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

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

1. The exercise price per share shall be fixed by the Plan
\nAdministrator but shall not be less than one hundred percent (100%) of the Fair
\nMarket Value per share of Common Stock on the option grant date.<\/p>\n

2. The exercise price shall become immediately due upon
\nexercise of the option and shall, subject to the provisions of Section I of
\nArticle Four and the documents evidencing the option, be payable in cash or
\ncheck made payable to the Corporation. Should the Common Stock be registered
\nunder Section 12 of the 1934 Act at the time the option is exercised, then the
\nexercise price may also be paid as follows:<\/p>\n

(i) in shares of Common Stock valued at Fair Market Value on
\nthe Exercise Date and held for the period (if any) necessary to avoid a charge
\nto the Corporation’s earnings for financial reporting purposes, or<\/p>\n

(ii) to the extent the option is exercised for vested shares,
\nthrough a special sale and remittance procedure pursuant to which the Optionee
\nshall concurrently provide irrevocable instructions (A) to a brokerage firm
\n(reasonably satisfactory to the Corporation for purposes of administering such
\nprocedure in compliance with any applicable pre-clearance or pre-notification
\nrequirements) 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 income and employment taxes required to be withheld
\nby the Corporation by reason of such exercise and (B) to the Corporation to
\ndeliver the certificates for the purchased shares directly to such brokerage
\nfirm on the settlement date in order to complete the sale.<\/p>\n

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

4<\/p>\n

\n

B. Exercise and Term of Options<\/u><\/strong>. Each
\noption shall be exercisable at such time or times, during such period and for
\nsuch number of shares as shall be determined by the Plan Administrator and set
\nforth in the documents evidencing the option grant. However, no option shall
\nhave a term in excess of ten (10) years measured from the option grant date.\n<\/p>\n

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

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

(i) Should the Optionee cease to remain in Service for any
\nreason other than death, Disability or Misconduct, then the Optionee shall have
\na period of three (3) months from the date of such cessation of Service during
\nwhich to exercise each outstanding option held by such Optionee.<\/p>\n

(ii) Should Optionee’s Service terminate by reason of
\nDisability, then the Optionee shall have a period of twelve (12) months from the
\ndate of such cessation of Service during which to exercise each outstanding
\noption held by such Optionee.<\/p>\n

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

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

(v) During the applicable post-Service exercise period, the
\noption may not be exercised in the aggregate for more than the number of Vested
\nShares for which the option is exercisable on the date of the Optionee’s
\ncessation of Service. No additional shares shall vest under the option following
\nthe Optionee’s cessation of Service, except to the extent (if any) specifically
\nauthorized by the Plan Administrator in its sole discretion pursuant to an
\nexpress written agreement with Optionee. Upon the expiration of the applicable
\nexercise period or (if earlier) upon the expiration of the option term, the
\noption shall terminate and cease to be outstanding.<\/p>\n

(vi) Should Optionee’s Service be terminated for Misconduct
\nor should Optionee otherwise engage in Misconduct while holding one or more
\noutstanding options under the Plan, then all those options shall terminate
\nimmediately and cease to remain outstanding.<\/p>\n<\/p>\n

5<\/p>\n

\n

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

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

(ii) permit the option to be exercised, during the applicable
\npost-Service exercise period, not only with respect to the number of vested
\nshares of Common Stock for which such option is exercisable at the time of the
\nOptionee’s cessation 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

D. Stockholder Rights<\/u><\/strong>. The holder of
\nan option shall have no stockholder rights with respect to the shares subject to
\nthe option until such person shall have exercised the option, paid the exercise
\nprice and become the recordholder of the purchased shares.<\/p>\n

E. Unvested Shares<\/u><\/strong>. The Plan
\nAdministrator shall have the discretion to grant options which are exercisable
\nfor unvested shares of Common Stock. Should the Optionee cease Service while
\nholding such unvested shares, the Corporation shall have the right to repurchase
\nany or all of those unvested shares at a price per share equal to the lower of
\n(i) the exercise price paid per share or (ii) the Fair Market Value per share of
\nCommon Stock at the time of Optionee’s cessation of Service. The terms upon
\nwhich such repurchase right shall be exercisable (including the period and
\nprocedure for exercise and the appropriate vesting schedule for the purchased
\nshares) shall be established by the Plan Administrator and set forth in the
\ndocument evidencing such repurchase right.<\/p>\n

F. First Refusal Rights<\/u><\/strong>. Until such
\ntime as the Common Stock is first registered under Section 12 of the 1934 Act,
\nthe Corporation shall have the right of first refusal with respect to any
\nproposed disposition by the Optionee (or any successor in interest) of any
\nshares of Common Stock issued under the Plan. Such right of first refusal shall
\nbe exercisable in accordance with the terms established by the Plan
\nAdministrator and set forth in the document evidencing such right.<\/p>\n

G. Limited Transferability of
\nOptions<\/u><\/strong>. An Incentive Stock Option shall be exercisable only by the
\nOptionee during his or her lifetime and shall not be assignable or transferable
\nother than by will or by the laws of inheritance following the Optionee’s death.
\nA Non-Statutory Option may be assigned in whole or in part during the Optionee’s
\nlifetime to one or more of the Optionee’s Family Members or to a trust
\nestablished exclusively for the Optionee and\/or one or more such Family Members,
\nto the extent such assignment is in connection with the Optionee’s estate plan
\nor pursuant to a domestic relations order. The assigned portion may only be
\nexercised by the person or persons who acquire a proprietary interest in the
\nNon-Statutory Option pursuant to the assignment. The terms applicable to the
\nassigned portion shall<\/p>\n<\/p>\n

6<\/p>\n

\n

be the same as those in effect for the option immediately
\nprior to such assignment and shall be set forth in such documents issued to the
\nassignee as the Plan Administrator may deem appropriate. Notwithstanding the
\nforegoing, the Optionee may also designate one or more persons as the
\nbeneficiary or beneficiaries of his or her outstanding options under the Plan,
\nand those options shall, in accordance with such designation, automatically be
\ntransferred to such beneficiary or beneficiaries upon the Optionee’s death while
\nholding those options. Such beneficiary or beneficiaries shall take the
\ntransferred options subject to all the terms and conditions of the applicable
\nagreement evidencing each such transferred option, including (without
\nlimitation) the limited time period during which the option may be exercised
\nfollowing the Optionee’s death.<\/p>\n\n\n\n
<\/td>\nII.<\/strong><\/td>\n\n

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

The terms specified below shall be applicable to all
\nIncentive Options. Except as modified by the provisions of this Section II, all
\nthe provisions of Articles One, Two and Four shall be applicable to Incentive
\nOptions. Options which are specifically designated as Non-Statutory Options
\nshall not be subject to the terms of this Section II.<\/p>\n

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

B. Dollar Limitation<\/u><\/strong>. The aggregate
\nFair Market Value of the shares of Common Stock (determined as of the respective
\ndate or dates of grant) for which one or more options granted to any Employee
\nunder the Plan (or any other option plan of the Corporation or any Parent or
\nSubsidiary) may for the first time become exercisable as Incentive Options
\nduring any one (1) calendar year shall not exceed the sum of One Hundred
\nThousand Dollars ($100,000). To the extent the Employee holds two (2) or more
\nsuch options which become exercisable for the first time in the same calendar
\nyear, the foregoing limitation on the exercisability of such options as
\nIncentive Options shall be applied on the basis of the order in which such
\noptions are granted, except to the extent otherwise provided under applicable
\nlaw or regulation.<\/p>\n

C. 10% Stockholder<\/u><\/strong>. If any Employee
\nto whom an Incentive Option is granted is a 10% Stockholder, then the option
\nterm shall not exceed five (5) years measured from the option grant date, and
\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\n\n\n
<\/td>\nIII.<\/strong><\/td>\n\n

CHANGE IN CONTROL <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. The shares subject to each option outstanding under the
\nPlan at the time of a Change in Control shall automatically vest in full so that
\neach such option shall, immediately prior to the effective date of the Change in
\nControl, become exercisable for all of the shares of Common Stock at the time
\nsubject to that option and may be exercised for any or all of those shares as
\nfully-vested shares of Common Stock. However, the shares subject to an
\noutstanding option shall not vest on such an accelerated basis if and to the
\nextent: (i) such option is assumed by the successor corporation (or parent
\nthereof) or otherwise continued in full force and effect pursuant to the terms
\nof the Change in Control transaction and any repurchase rights of the<\/p>\n<\/p>\n

7<\/p>\n

\n

Corporation with respect to the unvested option shares are
\nconcurrently assigned to such successor corporation (or parent thereof) or
\notherwise continued in effect or (ii) such option is to be replaced with a cash
\nretention program of the Corporation or any successor corporation which
\npreserves the spread existing on the unvested option shares at the time of the
\nChange in Control (the excess of the Fair Market Value of those shares over the
\naggregate exercise price payable for such shares) and provides for subsequent
\npayout of that spread in accordance with the same vesting schedule applicable to
\nthose unvested option shares or (iii) the acceleration of such option is subject
\nto other limitations imposed by the Plan Administrator at the time of the option
\ngrant.<\/p>\n

B. All outstanding repurchase rights shall also terminate
\nautomatically, and the shares of Common Stock subject to those terminated rights
\nshall immediately vest in full, in the event of any Change in Control, except to
\nthe extent: (i) those repurchase rights are assigned to the successor
\ncorporation (or parent thereof) or otherwise continued in full force and effect
\npursuant to the terms of the Change in Control transaction or (ii) such
\naccelerated vesting is precluded by other limitations imposed by the Plan
\nAdministrator at the time the repurchase right is issued.<\/p>\n

C. Immediately following the consummation of the Change in
\nControl, all outstanding options shall terminate and cease to be outstanding,
\nexcept to the extent assumed by the successor corporation (or parent thereof) or
\notherwise continued in effect pursuant to the terms of the Change in Control
\ntransaction.<\/p>\n

D. Each option which is assumed in connection with a Change
\nin Control or otherwise continued in effect shall be appropriately adjusted,
\nimmediately after such Change in Control, to apply to the number and class of
\nsecurities which would have been issuable to the Optionee in consummation of
\nsuch Change in Control, had the option been exercised immediately prior to such
\nChange in Control. Appropriate adjustments shall also be made to (i) the number
\nand class of securities available for issuance under the Plan following the
\nconsummation of such Change in Control and (ii) the exercise price payable per
\nshare under each outstanding option, provided the aggregate exercise price
\npayable for such securities shall remain the same. To the extent the actual
\nholders of the Corporation’s outstanding Common Stock receive cash consideration
\nfor their Common Stock in consummation of the Change in Control, the successor
\ncorporation may, in connection with the assumption or continuation of the
\noutstanding options under this Plan, substitute one or more shares of its own
\ncommon stock with a fair market value equivalent to the cash consideration paid
\nper share of Common Stock in such Change in Control.<\/p>\n

E. The Plan Administrator shall have the discretion,
\nexercisable either at the time the option is granted or at any time while the
\noption remains outstanding, to structure one or more options so that those
\noptions shall automatically accelerate and vest in full (and any repurchase
\nrights of the Corporation with respect to the unvested shares subject to those
\noptions shall immediately terminate) upon the occurrence of a Change in Control,
\nwhether or not those options are to be assumed in the Change in Control or
\notherwise continued in effect.<\/p>\n<\/p>\n

8<\/p>\n

\n

F. The Plan Administrator shall also have full power and
\nauthority, exercisable either at the time the option is granted or at any time
\nwhile the option remains outstanding, to structure such option so that the
\nshares subject to that option will automatically vest on an accelerated basis
\nshould the Optionee’s Service terminate by reason of an Involuntary Termination
\nwithin a designated period (not to exceed eighteen (18) months) following the
\neffective date of any Change in Control in which the option is assumed or
\notherwise continued in effect and the repurchase rights applicable to those
\nshares do not otherwise terminate. Any option so accelerated shall remain
\nexercisable for the fully-vested option shares until the expiration or sooner
\ntermination of the option term. In addition, the Plan Administrator may provide
\nthat one or more of the Corporation’s outstanding repurchase rights with respect
\nto shares held by the Optionee at the time of such Involuntary Termination shall
\nimmediately terminate on an accelerated basis, and the shares subject to those
\nterminated rights shall accordingly vest at that time.<\/p>\n

G. The portion of any Incentive Option accelerated in
\nconnection with a Change in Control shall remain exercisable as an Incentive
\nOption only to the extent the applicable One Hundred Thousand Dollar ($100,000)
\nlimitation is not exceeded. To the extent such dollar limitation is exceeded,
\nthe accelerated portion of such option shall be exercisable as a Non-Statutory
\nOption under the Federal tax laws.<\/p>\n

H. The grant of options 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\n\n\n
<\/td>\nIV.<\/strong><\/td>\n\n

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

The Plan Administrator shall have the authority to effect, at
\nany time and from time to time, with the consent of the affected option holders,
\nthe cancellation of any or all outstanding options under the Plan and to grant
\nin substitution 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

9<\/p>\n

\n

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

STOCK ISSUANCE PROGRAM <\/u><\/strong><\/p>\n\n\n\n
<\/td>\nI.<\/strong><\/td>\n\n

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

Shares of Common Stock may be issued under the Stock Issuance
\nProgram through direct and immediate issuances without any intervening option
\ngrants. Each such stock issuance shall be evidenced by a Stock Issuance
\nAgreement which complies with the terms specified below. Shares of Common Stock
\nmay also be issued under the Stock Issuance Program pursuant to share right
\nawards or restricted stock units which entitle the recipients to receive the
\nshares underlying those awards or units upon the attainment of designated
\nperformance goals or the satisfaction of specified Service requirements or upon
\nthe expiration of a designated time period following the vesting of those awards
\nor units.<\/p>\n

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

1. The issue price per share shall be fixed by the Plan
\nAdministrator but shall not be less than one hundred percent (100%) of the Fair
\nMarket Value per share of Common Stock on the issue date.<\/p>\n

2. Subject to the provisions of Section I of Article Four,
\nshares of Common Stock may be issued under the Stock Issuance Program for any of
\nthe following items of consideration which the Plan Administrator may deem
\nappropriate in each individual instance:<\/p>\n

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

(ii) past services rendered to the Corporation (or any Parent
\nor Subsidiary), or<\/p>\n

(iii) any other valid consideration under the Delaware
\nGeneral Corporation Law.<\/p>\n

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

1. Shares of Common Stock issued under the Stock Issuance
\nProgram may, in the discretion of the Plan Administrator, be fully and
\nimmediately vested upon issuance or may vest in one or more installments over
\nthe Participant’s period of Service or upon attainment of specified performance
\nobjectives. Shares of Common Stock may also be issued under the Stock Issuance
\nProgram pursuant to share right awards or restricted stock units which entitle
\nthe recipients to receive the shares underlying those awards or units upon the
\nattainment of designated performance goals or the satisfaction of specified
\nService requirements or upon the expiration of a designated time period
\nfollowing the vesting of those awards or units, including (without limitation) a
\ndeferred distribution date following the termination of the Participant’s
\nService.<\/p>\n<\/p>\n

10<\/p>\n

\n

2. Any new, substituted or additional securities or other
\nproperty (including money paid other than as a regular cash dividend) which the
\nParticipant may have the right to receive with respect to the Participant’s
\nunvested shares of Common Stock by reason of any stock dividend, stock split,
\nspin-off transaction, extraordinary distribution (whether in cash, securities or
\nother property), recapitalization, combination of shares, exchange of shares or
\nother similar change affecting the outstanding Common Stock as a class without
\nthe Corporation’s receipt of consideration shall be issued subject to (i) the
\nsame vesting requirements applicable to the Participant’s unvested shares of
\nCommon Stock and (ii) such escrow arrangements as the Plan Administrator shall
\ndeem appropriate.<\/p>\n

3. The Participant shall have full stockholder rights with
\nrespect to any shares of Common Stock issued to the Participant under the Stock
\nIssuance Program, whether or not the Participant’s interest in those shares is
\nvested. Accordingly, the Participant shall have the right to vote such shares
\nand to receive any regular cash dividends paid on such shares. The Participant
\nshall not have any stockholder rights with respect to the share of Common Stock
\nsubject to a restricted stock unit or share right award until that award vests
\nand the shares of Common Stock are actually issued thereunder. However,
\ndividend-equivalent units may be paid or credited, either in cash or in actual
\nor phantom shares of Common Stock, on outstanding restricted stock unit or share
\nright awards, subject to such terms and conditions as the Plan Administrator may
\ndeem appropriate.<\/p>\n

4. Should the Participant cease to remain in Service while
\nholding one or more unvested shares of Common Stock issued under the Stock
\nIssuance Program or should the performance objectives not be attained with
\nrespect to one or more such unvested shares of Common Stock, then those shares
\nshall be immediately surrendered to the Corporation for cancellation, and the
\nParticipant shall have no further stockholder rights with respect to those
\nshares. To the extent the surrendered shares were previously issued to the
\nParticipant for consideration paid in cash or cash equivalent (including the
\nParticipant’s purchase-money indebtedness), the Corporation shall repay to the
\nParticipant the lower of (i) the cash consideration paid for the surrendered
\nshares or (ii) the Fair Market Value of those shares at the time of
\nParticipant’s cessation of Service and shall cancel the unpaid principal balance
\nof any outstanding purchase-money note of the Participant attributable to such
\nsurrendered shares by the applicable clause (i) or (ii) amount.<\/p>\n

5. The Plan Administrator may in its discretion waive the
\nsurrender and cancellation of one or more unvested shares of Common Stock (or
\nother assets attributable thereto) which would otherwise occur upon the
\nnon-completion of the vesting schedule applicable to those shares. Such waiver
\nshall result in the immediate vesting of the Participant’s interest in the
\nshares of Common Stock as to which the waiver applies. Such waiver may be
\neffected at any time, whether before or after the Participant’s cessation of
\nService or the attainment or non-attainment of the applicable performance
\nobjectives.<\/p>\n

6. Outstanding share right awards or restricted stock units
\nunder the Stock Issuance Program shall automatically terminate, and no shares of
\nCommon Stock shall actually be issued in satisfaction of those awards or units,
\nif the performance goals or Service requirements established for such awards or
\nunits are not attained or satisfied. The Plan<\/p>\n<\/p>\n

11<\/p>\n

\n

Administrator, however, shall have the discretionary
\nauthority to issue vested shares of Common Stock under one or more outstanding
\nshare right awards or restricted stock units as to which the designated
\nperformance goals or Service requirements have not been attained or satisfied.\n<\/p>\n

C. First Refusal Rights<\/u><\/strong>. Until such
\ntime as the Common Stock is first registered under Section 12 of the 1934 Act,
\nthe Corporation shall have the right of first refusal with respect to any
\nproposed disposition by the Participant (or any successor in interest) of any
\nshares of Common Stock issued under the Stock Issuance Program. Such right of
\nfirst refusal shall be exercisable in accordance with the terms established by
\nthe Plan Administrator and set forth in the document evidencing such right.<\/p>\n\n\n\n
<\/td>\nII.<\/strong><\/td>\n\n

CHANGE IN CONTROL <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Upon the occurrence of a Change in Control, all
\noutstanding repurchase rights under the Stock Issuance Program shall terminate
\nautomatically, and the shares of Common Stock subject to those terminated rights
\nshall immediately vest in full, except to the extent: (i) those repurchase
\nrights are assigned to the successor corporation (or parent thereof) or
\notherwise continued in full force and effect pursuant to the terms of the Change
\nin Control transaction or (ii) such accelerated vesting is precluded by other
\nlimitations imposed by the Plan Administrator at the time the repurchase right
\nis issued.<\/p>\n

B. Each restricted stock unit or share right award
\noutstanding at the time of a Change in Control shall be assumable by the
\nsuccessor corporation (or parent thereof) or may otherwise be continued in
\neffect pursuant to the terms of such Change in Control Transaction. Each
\nrestricted stock unit or share right award which is so assumed or otherwise
\ncontinued in effect shall be adjusted immediately after the consummation of that
\nChange in Control so as to apply to the number and class of securities into
\nwhich the shares of Common Stock subject to the award immediately prior to the
\nChange in Control would have been converted in consummation of such Change in
\nControl had those shares actually been outstanding at that time. Appropriate
\nadjustments shall also be made to the cash consideration (if any) price payable
\nper share under each outstanding restricted stock unit or share right award,
\nprovided the aggregate cash consideration payable for such securities shall
\nremain the same. To the extent the actual holders of the Corporation’s
\noutstanding Common Stock receive cash consideration for their Common Stock in
\nconsummation of the Change in Control, the successor corporation may, in
\nconnection with the assumption or continuation of the outstanding restricted
\nstock units or share right awards, substitute one or more shares of its own
\ncommon stock with a fair market value equivalent to the cash consideration paid
\nper share of Common Stock in such Change in Control transaction. If any such
\nrestricted stock unit or share right award is not so assumed or otherwise
\ncontinued in effect, or if such unit or award is not replaced with a cash
\nretention award which preserves the Fair Market Value of the Common Stock
\nunderlying that unit or award at the time of the Change in Control and provides
\nfor subsequent payout of that dollar amount in accordance with the vesting
\nschedule in effect for such unit or award at the time of the Change in Control,
\nthen such unit or award shall vest, and the shares of Common Stock subject to
\nsuch unit or award shall become issuable, immediately prior to the consummation
\nof the Change in Control.<\/p>\n<\/p>\n

12<\/p>\n

\n

C. The Plan Administrator shall have the discretionary
\nauthority to structure one or more unvested stock issuances or one or more
\nrestricted stock unit or other share right awards under the Stock Issuance
\nProgram so that the shares of Common Stock subject to those issuances or awards
\nshall automatically vest (or vest and become issuable) in whole or in part
\nimmediately upon the occurrence of a Change in Control or upon the subsequent
\ntermination of the Participant’s Service by reason of an Involuntary Termination
\nwithin a designated period (not to exceed eighteen (18) months) following the
\neffective date of that Change in Control transaction.<\/p>\n\n\n\n
<\/td>\nIII.<\/strong><\/td>\n\n

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

Unvested shares may, in the Plan Administrator’s discretion,
\nbe held in escrow by the Corporation until the Participant’s interest in such
\nshares vests or may be issued directly to the Participant with restrictive
\nlegends on the certificates evidencing those unvested shares.<\/p>\n<\/p>\n

13<\/p>\n

\n

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

MISCELLANEOUS <\/u><\/strong><\/p>\n\n\n\n
<\/td>\nI.<\/strong><\/td>\n\n

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

The Plan Administrator may permit any Optionee or Participant
\nto pay the option exercise price under the Option Grant Program or the purchase
\nprice for shares issued under the Stock Issuance Program by delivering a
\nfull-recourse promissory note payable in one or more installments which bears
\ninterest at a market rate and is secured by the purchased shares. In no event,
\nhowever, may the maximum credit available to the Optionee or Participant exceed
\nthe sum of (i) the aggregate option exercise price or purchase price payable for
\nthe purchased shares plus (ii) any applicable income and employment tax
\nliability incurred by the Optionee or the Participant in connection with the
\noption exercise or share purchase.<\/p>\n\n\n\n
<\/td>\nII.<\/strong><\/td>\n\n

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

A. The Plan shall become effective when adopted by the Board,
\nbut no option granted under the Plan may be exercised, and no shares shall be
\nissued under the Plan, until the Plan is approved by the Corporation’s
\nstockholders. If such stockholder approval is not obtained within twelve (12)
\nmonths after the date of the Board’s adoption of the Plan, then all options
\npreviously granted under the Plan shall terminate and cease to be outstanding,
\nand no further options shall be granted and no shares shall be issued under the
\nPlan. Subject to such limitation, the Plan Administrator may grant options and
\nissue shares under the Plan at any time after the effective date of the Plan and
\nbefore the date fixed herein for termination of the Plan.<\/p>\n

B. The Plan shall terminate upon the earliest of (i) the
\nexpiration of the ten (10)-year period measured from the date the Plan is
\nadopted by the Board, (ii) the date on which all shares available for issuance
\nunder the Plan shall have been issued as vested shares or (iii) the termination
\nof all outstanding options in connection with a Change in Control. All options
\nand unvested stock issuances outstanding at the time of a clause (i) termination
\nevent shall continue to have full force and effect in accordance with the
\nprovisions of the documents evidencing those options or issuances.<\/p>\n\n\n\n
<\/td>\nIII.<\/strong><\/td>\n\n

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

A. The Board shall have complete and exclusive power and
\nauthority to amend or modify the Plan in any or all respects. However, no such
\namendment or modification shall adversely affect the rights and obligations with
\nrespect to options or unvested stock issuances at the time outstanding under the
\nPlan unless the Optionee or the Participant consents to such amendment or
\nmodification. In addition, certain amendments may require stockholder approval
\npursuant to applicable laws and regulations.<\/p>\n<\/p>\n

14<\/p>\n

\n

B. Options may be granted under the Option Grant Program and
\nshares may be issued under the Stock Issuance Program which are in each instance
\nin excess of the number of shares of Common Stock then available for issuance
\nunder the Plan, provided any excess shares actually issued under those programs
\nshall be held in escrow until there is obtained stockholder approval of an
\namendment sufficiently increasing the number of shares of Common Stock available
\nfor issuance under the Plan. If such stockholder approval is not obtained within
\ntwelve (12) months after the date the first such excess grants or issuances are
\nmade, then (i) any unexercised options granted on the basis of such excess
\nshares shall terminate and cease to be outstanding and (ii) the Corporation
\nshall promptly refund to the Optionees and the Participants the exercise or
\npurchase price paid for any excess shares issued under the Plan and held in
\nescrow, together with interest (at the applicable Short Term Federal Rate) for
\nthe period the shares were held in escrow, and such shares shall thereupon be
\nautomatically cancelled and cease to be outstanding.<\/p>\n\n\n\n
<\/td>\nIV.<\/strong><\/td>\n\n

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

Any cash proceeds received by the Corporation from the sale
\nof shares of Common Stock under the Plan shall be used for general corporate
\npurposes.<\/p>\n\n\n\n
<\/td>\nV.<\/strong><\/td>\n\n

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

The Corporation’s obligation to deliver shares of Common
\nStock upon the exercise of any options granted under the Plan or upon the
\nissuance or vesting of any shares issued under the Plan shall be subject to the
\nsatisfaction of all applicable income and employment tax withholding
\nrequirements.<\/p>\n\n\n\n
<\/td>\nVI.<\/strong><\/td>\n\n

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

The implementation of the Plan, the granting of any options
\nunder the Plan and the issuance of any shares of Common Stock (i) upon the
\nexercise of any option or (ii) under the Stock Issuance Program shall be subject
\nto the Corporation’s procurement of all approvals and permits required by
\nregulatory authorities having jurisdiction over the Plan, the options granted
\nunder it and the shares of Common Stock issued pursuant to it.<\/p>\n\n\n\n
<\/td>\nVII.<\/strong><\/td>\n\n

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

Nothing in the Plan shall confer upon the Optionee 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 or the Participant, which rights are hereby expressly reserved by each,
\nto terminate such person’s Service at any time for any reason, with or without
\ncause.<\/p>\n<\/p>\n

15<\/p>\n

\n

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

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

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

B. Change in Control<\/u><\/strong> shall mean a
\nchange in ownership or control of the Corporation effected through any of the
\nfollowing transactions:<\/p>\n

(i) a merger, consolidation or other reorganization approved
\nby the Corporation’s stockholders, unless securities representing more than
\nfifty percent (50%) of the total combined voting power of the voting securities
\nof the successor corporation are immediately thereafter beneficially owned,
\ndirectly or indirectly and in substantially the same proportion, by the persons
\nwho beneficially owned the Corporation’s outstanding voting securities
\nimmediately prior to such transaction, or<\/p>\n

(ii) a stockholder-approved sale, transfer or other
\ndisposition of all or substantially all of the Corporation’s assets in
\nliquidation or dissolution of the Corporation, or<\/p>\n

(iii) the acquisition, directly or indirectly by any person
\nor related group of persons (other than the Corporation or a person that
\ndirectly or indirectly controls, is controlled by, or is under common control
\nwith, the Corporation), of beneficial ownership (within the meaning of Rule
\n13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of
\nthe total combined voting power of the Corporation’s outstanding securities
\npursuant to a tender or exchange offer made directly to the Corporation’s
\nstockholders.<\/p>\n

In no event shall any public offering of the Corporation’s
\nsecurities be deemed to constitute a Change in Control.<\/p>\n

C. Code<\/u><\/strong> shall mean the Internal
\nRevenue Code of 1986, as amended.<\/p>\n

D. Committee<\/u><\/strong> shall mean a committee
\nof one (1) or more Board members appointed by the Board to exercise one or more
\nadministrative functions under the Plan.<\/p>\n

E. Common Stock<\/u><\/strong> shall mean the
\nCorporation’s common stock.<\/p>\n

F. Corporation<\/u><\/strong> shall mean Siri, Inc.,
\na Delaware corporation, and any successor corporation to all or substantially
\nall of the assets or voting stock of Siri, Inc. which shall by appropriate
\naction adopt the Plan.<\/p>\n

G. Disability<\/u><\/strong> shall mean the
\ninability of the Optionee or the Participant to engage in any substantial
\ngainful activity by reason of any medically determinable physical or mental
\nimpairment and shall be determined by the Plan Administrator on the basis of
\nsuch medical evidence as the Plan Administrator deems warranted under the
\ncircumstances.<\/p>\n<\/p>\n

A-1<\/p>\n

\n

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

I. Exercise Date<\/u><\/strong> shall mean the date
\non which the Corporation shall have received written notice of the option
\nexercise.<\/p>\n

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

(i) If the Common Stock is at the time traded on the Nasdaq
\nGlobal or Global Select Market, then the Fair Market Value shall be the closing
\nselling price per share of Common Stock on the date in question, as such price
\nis reported by the National Association of Securities Dealers for that
\nparticular Stock Exchange and published in The Wall Street Journal<\/u>. If
\nthere is no closing selling price for the Common Stock on the date in question,
\nthen the Fair Market Value shall be the closing selling price on the last
\npreceding date for which such quotation exists.<\/p>\n

(ii) If the Common Stock is at the time listed on any other
\nStock Exchange, then the Fair Market Value shall be the closing selling price
\nper share of Common Stock on the date in question on the Stock Exchange
\ndetermined by the Plan Administrator to be the primary market for the Common
\nStock, as such price is officially quoted in the composite tape of transactions
\non such exchange and published in The Wall Street Journal<\/u>. If there is no
\nclosing selling price for the Common Stock on the date in question, then the
\nFair Market Value shall be the closing selling price on the last preceding date
\nfor which such quotation exists.<\/p>\n

(iii) If the Common Stock is not at the time listed on any
\nStock Exchange, then the Fair Market Value shall be determined by the Plan
\nAdministrator after taking into account such factors as the Plan Administrator
\nshall deem appropriate.<\/p>\n

K. Family Member<\/u><\/strong> means, with respect
\nto a particular Optionee or Participant, any child, stepchild, grandchild,
\nparent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
\nmother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
\nsister-in-law.<\/p>\n

L. Incentive Option<\/u><\/strong> shall mean an
\noption which satisfies the requirements of Code Section 422.<\/p>\n

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

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

A-2<\/p>\n

\n

(ii) such individual’s voluntary resignation following (A) a
\nchange in his or her position with the Corporation which materially reduces his
\nor her duties and responsibilities or the level of management to which he or she
\nreports, (B) a reduction in his or her level of compensation (including base
\nsalary, fringe benefits and target bonus under any corporate-performance based
\nbonus or incentive programs) by more than fifteen percent (15%) or (C) a
\nrelocation of such individual’s place of employment by more than fifty (50)
\nmiles, provided and only if such change, reduction or relocation is effected
\nwithout the individual’s consent.<\/p>\n

N. Misconduct<\/u><\/strong> shall mean the
\ncommission of any act of fraud, embezzlement or dishonesty by the Optionee or
\nParticipant, any unauthorized use or disclosure by such person of confidential
\ninformation or trade secrets of the Corporation (or any Parent or Subsidiary),
\nor any other intentional misconduct by such person adversely affecting the
\nbusiness or affairs of the Corporation (or any Parent or Subsidiary) in a
\nmaterial manner. The foregoing definition shall not in any way preclude or
\nrestrict the right of the Corporation (or any Parent or Subsidiary) to discharge
\nor dismiss any Optionee, 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

O. 1934 Act<\/u><\/strong> shall mean the Securities
\nExchange Act of 1934, as amended.<\/p>\n

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

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

R. Optionee<\/u><\/strong> shall mean any person to
\nwhom an option is granted under the Plan.<\/p>\n

S. Parent<\/u><\/strong> shall mean any corporation
\n(other than the Corporation) in an unbroken chain of corporations ending with
\nthe Corporation, provided each corporation in the unbroken chain (other than the
\nCorporation) 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

T. Participant<\/u><\/strong> shall mean any person
\nwho is issued shares of Common Stock under the Stock Issuance Program or to whom
\nrestricted stock units or share rights are awarded under such program.<\/p>\n

U. Plan<\/u><\/strong> shall mean the Corporation’s
\n2008 Stock Option\/Stock Issuance Plan, as set forth in this document.<\/p>\n

V. Plan Administrator<\/u><\/strong> shall mean
\neither the Board or the Committee acting in its capacity as administrator of the
\nPlan.<\/p>\n<\/p>\n

A-3<\/p>\n

\n

W. Service<\/u><\/strong> shall mean the performance
\nof services for the Corporation (or any Parent or Subsidiary, whether now
\nexisting or subsequently established) 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 stock issuance. For purposes of the
\nPlan, an Optionee or Participant shall be deemed to cease Service immediately
\nupon the occurrence of the either of the following events: (i) Optionee or
\nParticipant no longer performs services in any of the foregoing capacities for
\nthe Corporation or any Parent or Subsidiary or (ii) the entity for which
\nOptionee or Participant is performing such services ceases to remain a Parent or
\nSubsidiary of the Corporation, even though the Optionee or Participant may
\nsubsequently continue to perform services for that entity. Service shall not be
\ndeemed to cease during a period of military leave, sick leave or other personal
\nleave approved by the Corporation; provided, however<\/u>, that for a leave
\nwhich exceeds three (3) months, Service shall be deemed, for purposes of
\ndetermining the period within which any outstanding option held by the Optionee
\nin question may be exercised as an Incentive Option, to cease on the first day
\nimmediately following the expiration of such three (3)-month period, unless that
\nOptionee is provided with the right to return to Service following such leave
\neither by statute or by written contract. Except to the extent otherwise
\nrequired by law or expressly authorized by the Plan Administrator or by the
\nCorporation’s written policy on leaves of absence, no Service credit shall be
\ngiven for vesting purposes for any period the Optionee or Participant is on a
\nleave of absence.<\/p>\n

X. Stock Exchange<\/u><\/strong> shall mean the
\nAmerican Stock Exchange, the Nasdaq Global or Global Select Market or the New
\nYork Stock Exchange.<\/p>\n

Y. Stock Issuance Agreement<\/u><\/strong> shall
\nmean the agreement entered into by the Corporation and the Participant at the
\ntime of issuance of shares of Common Stock under the Stock Issuance Program.\n<\/p>\n

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

AA. Subsidiary<\/u><\/strong> shall mean any
\ncorporation (other than the Corporation) in an unbroken chain of corporations
\nbeginning with the Corporation, provided each corporation (other than the last
\ncorporation) in the unbroken chain owns, at the time of the determination, stock
\npossessing fifty percent (50%) or more of the total combined voting power of all
\nclasses of stock in one of the other corporations in such chain.<\/p>\n

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

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