{"id":43807,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/google-2010-amended-2004-stock-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"google-2010-amended-2004-stock-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/google-2010-amended-2004-stock-plan.html","title":{"rendered":"Google 2010 Amended 2004 Stock Plan"},"content":{"rendered":"

GOOGLE INC. <\/strong><\/p>\n

2004 STOCK PLAN <\/strong><\/p>\n

As amended on June 21, 2004 <\/strong><\/p>\n

As further amended on May 12, 2005 <\/strong><\/p>\n

As further amended on May 11, 2006 <\/strong><\/p>\n

As further amended on January 30, 2007 <\/strong><\/p>\n

As further amended on May 10, 2007 <\/strong><\/p>\n

As further amended on May 8, 2008 <\/strong><\/p>\n

As further amended on October 15, 2008 <\/strong><\/p>\n

As further amended on May 7, 2009 <\/strong><\/p>\n

As further amended on May 13, 2010 <\/strong><\/p>\n

1. Purposes of the Plan<\/u>. The purposes of this Plan are:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

to attract and retain the best available personnel for positions
\nof substantial responsibility,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

to provide additional incentive to Employees, Directors and
\nConsultants, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

to promote the success of the Company153s business.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock
\nOptions, Restricted Stock, Stock Appreciation Rights, Restricted Stock Units,
\nPerformance Units, Performance Shares and Other Stock Based Awards.<\/p>\n

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

(a) “Administrator<\/u>” means the Board or any of its Committees as will
\nbe administering the Plan, in accordance with Section 4 of the Plan.<\/p>\n

(b) “Annual Revenue<\/u>” means the Company153s or a business unit153s net
\nsales for the Fiscal Year, determined in accordance with generally accepted
\naccounting principles; provided, however, that prior to the Fiscal Year, the
\nCommittee shall determine whether any significant item(s) shall be excluded or
\nincluded from the calculation of Annual Revenue with respect to one or more
\nParticipants.<\/p>\n

(c) “Applicable Laws<\/u>” means the requirements relating to the
\nadministration of equity-based awards or equity compensation plans under U.S.
\nstate corporate laws, U.S. federal and state securities laws, the Code, any
\nstock exchange or quotation system on which the Common Stock is listed or quoted
\nand the applicable laws of any foreign country or jurisdiction where Awards are,
\nor will be, granted under the Plan.<\/p>\n

(d) “Award<\/u>” means, individually or collectively, a grant under the
\nPlan of Options, SARs, Restricted Stock, Restricted Stock Units, Performance
\nUnits, Performance Shares or Other Stock Based Awards.<\/p>\n

(e) “Award Agreement<\/u>” means the written or electronic agreement
\nsetting forth the terms and provisions applicable to each Award granted under
\nthe Plan. The Award Agreement is subject to the terms and conditions of the
\nPlan.<\/p>\n

(f) “Award Transfer Program<\/u>” means any program instituted by the
\nAdministrator which would permit Participants the opportunity to transfer any
\noutstanding Awards to a financial institution or other person or entity selected
\nby the Administrator.<\/p>\n

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

A-1<\/p>\n<\/p>\n

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

(i) “Cash Position<\/u>” means the Company153s level of cash and cash
\nequivalents.<\/p>\n

(j) “Change in Control<\/u>” means the occurrence of any of the following
\nevents:<\/p>\n

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the
\nExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
\nExchange Act), directly or indirectly, of securities of the Company representing
\nfifty percent (50%) or more of the total voting power represented by the
\nCompany153s then outstanding voting securities and within three (3) years from the
\ndate of such acquisition, a merger or consolidation of the Company with or into
\nthe person (or affiliate thereof) holding such beneficial ownership of
\nsecurities of the Company is consummated; or<\/p>\n

(ii) The consummation of the sale or disposition by the Company of all or
\nsubstantially all of the Company153s assets;<\/p>\n

(iii) A change in the composition of the Board occurring within a two-year
\nperiod, as a result of which fewer than a majority of the directors are
\nIncumbent Directors. “Incumbent Directors” means directors who either (A) are
\nDirectors as of the effective date of the Plan, or (B) are elected, or nominated
\nfor election, to the Board with the affirmative votes of at least a majority of
\nthe Incumbent Directors at the time of such election or nomination (but will not
\ninclude an individual whose election or nomination is in connection with an
\nactual or threatened proxy contest relating to the election of directors to the
\nCompany); or<\/p>\n

(iv) The consummation of a merger or consolidation of the Company with any
\nother corporation, other than a merger or consolidation which would result in
\nthe voting securities of the Company outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or its parent) at least fifty
\npercent (50%) of the total voting power represented by the voting securities of
\nthe Company or such surviving entity or its parent outstanding immediately after
\nsuch merger or consolidation.<\/p>\n

For purposes of this Section, “affiliate” will mean, with respect to any
\nspecified person, any other person that directly or indirectly, through one or
\nmore intermediaries, controls, is controlled by, or is under common control
\nwith, such specified person (“control,” “controlled by” and “under common
\ncontrol with” will mean the possession, directly or indirectly, of the power to
\ndirect or cause the direction of the management and policies of a person,
\nwhether through ownership of voting securities, by contact or credit
\narrangement, as trustee or executor, or otherwise).<\/p>\n

(k) “Code<\/u>” means<\/u> the Internal Revenue Code of 1986, as amended.
\nAny reference to a section of the Code herein will be a reference to any
\nsuccessor or amended section of the Code.<\/p>\n

(l) “Committee<\/u>” means a committee of Directors or other individuals
\nsatisfying Applicable Laws appointed by the Board in accordance with Section 4
\nof the Plan.<\/p>\n

(m) “Common Stock<\/u>” means the Class A Common Stock of the Company, or
\nin the case of Performance Units and certain Other Stock Based Awards, the cash
\nequivalent thereof.<\/p>\n

(n) “Company<\/u>” means Google Inc., a Delaware corporation, or any
\nsuccessor thereto.<\/p>\n

(o) “Consultant<\/u>” means any person, including an advisor, engaged by
\nthe Company or a Parent or Subsidiary to render services to such entity.<\/p>\n

(p) “Controllable Profits<\/u>” means as to any Plan Year, a business
\nunit153s Annual Revenue minus (a) cost of sales, (b) research,
\ndevelopment<\/u>, and engineering expense, (c) marketing and sales expense,
\n(d) general and administrative expense, (e) extended receivables expense, and
\n(f) shipping requirement deviation expense.<\/p>\n<\/p>\n

A-2<\/p>\n<\/p>\n

\n
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(q) “Customer Satisfaction MBOs<\/u>” means as to any Participant for any
\nPlan Year, the objective and measurable individual goals set by a “management by
\nobjectives” process and approved by the Committee, which goals relate to the
\nsatisfaction of external or internal customer requirements.<\/p>\n

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

(s) “Disability<\/u>” means total and permanent disability as defined in
\nSection 22(e)(3) of the Code, provided that in the case of Awards other than
\nIncentive Stock Options, the Administrator in its discretion may determine
\nwhether a permanent and total disability exists in accordance with uniform and
\nnon-discriminatory standards adopted by the Administrator from time to time.\n<\/p>\n

(t) “Dividend Equivalent<\/u>” means a credit, made at the discretion of
\nthe Administrator, to the account of a Participant in an amount equal to the
\ncash dividends paid on one Share for each Share represented by an Award held by
\nsuch Participant.<\/p>\n

(u) “Earnings Per Share<\/u>” means as to any Fiscal Year, the Company153s or
\na business unit153s Net Income, divided by a weighted average number of common
\nshares outstanding and dilutive common equivalent shares deemed outstanding,
\ndetermined in accordance with generally accepted accounting principles.<\/p>\n

(v) “Employee<\/u>” means any person, including Officers and Directors,
\nemployed by the Company or any Parent or Subsidiary of the Company. Neither
\nservice as a Director nor payment of a director153s fee by the Company will be
\nsufficient to constitute “employment” by the Company.<\/p>\n

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

(x) “Exchange Program<\/u>” means a program under which (i) outstanding
\nAwards are surrendered or cancelled in exchange for Awards of the same type
\n(which may have lower exercise prices and different terms), Awards of a
\ndifferent type, and\/or cash, and\/or (ii) the exercise price of an outstanding
\nAward is reduced. The terms and conditions of any Exchange Program will be
\ndetermined by the Administrator in its sole discretion.<\/p>\n

(y) “Fair Market Value<\/u>” means, as of any date and unless the
\nAdministrator determines otherwise, the value of Common Stock determined as
\nfollows:<\/p>\n

(i) If the Common Stock is listed on any established stock exchange or a
\nnational market system, including without limitation the Nasdaq National Market
\nor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
\nwill be the closing sales price for such stock (or the closing bid, if no sales
\nwere reported) as quoted on such exchange or system for the day of
\ndetermination, as reported in The Wall Street Journal <\/em>or such other
\nsource as the Administrator deems reliable;<\/p>\n

(ii) If the Common Stock is regularly quoted by a recognized securities
\ndealer but selling prices are not reported, the Fair Market Value of a Share of
\nCommon Stock will be the mean between the high bid and low asked prices for the
\nCommon Stock for the day of determination, as reported in The Wall Street
\nJournal<\/em> or such other source as the Administrator deems reliable; or<\/p>\n

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

(iv) Notwithstanding the preceding, for federal, state, and local income tax
\nreporting purposes and for such other purposes as the Administrator deems
\nappropriate, the Fair Market Value shall be determined by the Administrator in
\naccordance with uniform and nondiscriminatory standards adopted by it from time
\nto time.<\/p>\n

(z) “Fiscal Year<\/u>” means the fiscal year of the Company.<\/p>\n<\/p>\n

A-3<\/p>\n<\/p>\n

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

(bb) “Individual Objectives<\/u>” means as to a Participant, the objective
\nand measurable goals set by a “management by objectives” process and approved by
\nthe Committee (in its discretion).<\/p>\n

(cc) “Net Income<\/u>” means as to any Fiscal Year, the income after taxes
\nof the Company for the Fiscal Year determined in accordance with generally
\naccepted accounting principles, provided that prior to the Fiscal Year, the
\nCommittee shall determine whether any significant item(s) shall be included or
\nexcluded from the calculation of Net Income with respect to one or more
\nParticipants.<\/p>\n

(dd) “New Orders<\/u>” means as to any Plan Year, the firm orders for a
\nsystem, product, part, or service that are being recorded for the first time as
\ndefined in the Company153s Order Recognition Policy.<\/p>\n

(ee) “Nonstatutory Stock Option<\/u>” means an Option that by its terms
\ndoes not qualify or is not intended to qualify as an Incentive Stock Option.\n<\/p>\n

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

(gg) “Operating Cash Flow<\/u>” means the Company153s or a business unit153s
\nsum of Net Income plus depreciation and amortization less capital expenditures
\nplus changes in working capital comprised of accounts receivable, inventories,
\nother current assets, trade accounts payable, accrued expenses, product
\nwarranty, advance payments from customers and long-term accrued expenses,
\ndetermined in accordance with generally acceptable accounting principles.<\/p>\n

(hh) “Operating Income<\/u>” means the Company153s or a business unit153s
\nincome from operations but excluding any unusual items, determined in accordance
\nwith generally accepted accounting principles.<\/p>\n

(ii) “Option<\/u>” means a stock option granted pursuant to the Plan.<\/p>\n

(jj) “Other Stock Based Awards<\/u>” means any other awards not
\nspecifically described in the Plan that are valued in whole or in part by
\nreference to, or are otherwise based on, Shares and are created by the
\nAdministrator pursuant to Section 12.<\/p>\n

(kk) “Outside Director<\/u>” means a Director who is not an Employee.<\/p>\n

(ll) “Parent<\/u>” means a “parent corporation,” whether now or hereafter
\nexisting, as defined in Section 424(e) of the Code.<\/p>\n

(mm) “Participant<\/u>” means the holder of an outstanding Award granted
\nunder the Plan.<\/p>\n

(nn) “Performance Goals<\/u>” means the goal(s) (or combined goal(s))
\ndetermined by the Committee (in its discretion) to be applicable to a
\nParticipant with respect to an Award. As determined by the Committee, the
\nPerformance Goals applicable to an Award may provide for a targeted level or
\nlevels of achievement using one or more of the following measures: (a) Annual
\nRevenue, (b) Cash Position, (c) Controllable Profits, (d) Customer Satisfaction
\nMBOs, (e) Earnings Per Share, (f) Individual Objectives, (g) Net Income, (h) New
\nOrders (i) Operating Cash Flow, (j) Operating Income, (k) Return on Assets,
\n(l) Return on Equity, (m) Return on Sales, and (n) Total Shareholder Return. The
\nPerformance Goals may differ from Participant to Participant and from Award to
\nAward. Any criteria used may be measured, as applicable, in absolute or relative
\nterms (including passage of time and\/or against another company or companies),
\non a per share basis, against the performance of the Company as a whole or any
\nsegment of the Company, and on a pre-tax or after-tax basis.<\/p>\n<\/p>\n

A-4<\/p>\n<\/p>\n

\n
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(oo) “Performance Share<\/u>” means an Award granted to a Service Provider
\npursuant to Section 10 of the Plan.<\/p>\n

(pp) “Performance Unit<\/u>” means an Award granted to a Service Provider
\npursuant to Section 10 of the Plan.<\/p>\n

(qq) “Period of Restriction<\/u>” means the period during which the
\ntransfer of Shares of Restricted Stock are subject to restrictions and
\ntherefore, the Shares are subject to a substantial risk of forfeiture. Such
\nrestrictions may be based on the passage of time, the achievement of target
\nlevels of performance, or the occurrence of other events as determined by the
\nAdministrator.<\/p>\n

(rr) “Plan<\/u>” means this 2004 Stock Plan.<\/p>\n

(ss) “Restricted Stock<\/u>” means shares of Common Stock issued pursuant
\nto a Restricted Stock award under Section 8, Section 11 or Section 12 of the
\nPlan or issued pursuant to the early exercise of an Option.<\/p>\n

(tt) “Restricted Stock Unit<\/u>” means an Award that the Administrator
\npermits to be paid in installments or on a deferred basis pursuant to Section 11
\nof the Plan.<\/p>\n

(uu) “Return on Assets<\/u>” means the percentage equal to the Company153s or
\na business unit153s Operating Income before incentive compensation, divided by
\naverage net Company or business unit, as applicable, assets, determined in
\naccordance with generally accepted accounting principles.<\/p>\n

(vv) “Return on Equity<\/u>” means the percentage equal to the Company153s
\nNet Income divided by average stockholder153s equity, determined in accordance
\nwith generally accepted accounting principles.<\/p>\n

(ww) “Return on Sales<\/u>” means the percentage equal to the Company153s or
\na business unit153s Operating Income before incentive compensation, divided by the
\nCompany153s or the business unit153s, as applicable, revenue, determined in
\naccordance with generally accepted accounting principles.<\/p>\n

(xx) “Rule 16b-3<\/u>” means Rule 16b-3 of 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

(yy) “Section 16(b)<\/u>” means Section 16(b) of the Exchange Act.<\/p>\n

(zz) “Service Provider<\/u>” means an Employee, Director or Consultant.\n<\/p>\n

(aaa) “Share<\/u>” means a share of the Common Stock, as adjusted in
\naccordance with Section 15 of the Plan.<\/p>\n

(bbb) “Stock Appreciation Right<\/u>” or “SAR<\/u>” means an Award,
\ngranted alone or in connection with an Option, that pursuant to Section 9 of the
\nPlan is designated as a SAR.<\/p>\n

(ccc) “Subsidiary<\/u>” means a “subsidiary corporation”, whether now or
\nhereafter existing, as defined in Section 424(f) of the Code.<\/p>\n

(ddd) “Total Shareholder Return<\/u>” means the total return (change in
\nshare price plus reinvestment of any dividends) of a Share.<\/p>\n

(eee) “Unvested Awards<\/u>” means Options or Restricted Stock that
\n(i) were granted to an individual in connection with such individual153s position
\nas a Service Provider and (ii) are still subject to vesting or lapsing of
\nCompany repurchase rights or similar restrictions.<\/p>\n<\/p>\n

A-5<\/p>\n<\/p>\n

\n
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3. Stock Subject to the Plan<\/u>.<\/p>\n

(a) Stock Subject to the Plan<\/u>. Subject to the provisions of Section 15
\nof the Plan, the maximum aggregate number of Shares that may be issued under the
\nPlan is 45,431,660. The Shares may be authorized, but unissued, or reacquired
\nCommon Stock. Shares shall not be deemed to have been issued pursuant to the
\nPlan (i) with respect to any portion of an Award that is settled in cash, or
\n(ii) to the extent such Shares are withheld in satisfaction of tax withholding
\nobligations. Upon payment in Shares pursuant to the exercise of an Award, the
\nnumber of Shares available for issuance under the Plan shall be reduced only by
\nthe number of Shares actually issued in such payment. If a Participant pays the
\nexercise price (or purchase price, if applicable) of an Award through the tender
\nof Shares, the number of Shares so tendered shall again be available for
\nissuance pursuant to future Awards under the Plan. Notwithstanding anything in
\nthe Plan, or any Award Agreement to the contrary, Shares attributable to Awards
\ntransferred under any Award Transfer Program shall not be again available for
\ngrant under the Plan.<\/p>\n

(b) Lapsed Awards<\/u>. If any outstanding Award expires or is terminated
\nor canceled without having been exercised or settled in full, or if Shares
\nacquired pursuant to an Award subject to forfeiture or repurchase are forfeited
\nor repurchased by the Company, the Shares allocable to the terminated portion of
\nsuch Award or such forfeited or repurchased Shares shall again be available for
\ngrant under the Plan.<\/p>\n

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

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

(i) Multiple Administrative Bodies<\/u>. Different Committees with respect
\nto different groups of Service Providers may administer the Plan.<\/p>\n

(ii) Section 162(m)<\/u>. To the extent that the Administrator determines
\nit to be desirable and necessary to qualify Awards granted hereunder as
\n“performance-based compensation” within the meaning of Section 162(m) of the
\nCode, the Plan will be administered by a Committee of two or more “outside
\ndirectors” within the meaning of Section 162(m) of the Code.<\/p>\n

(iii) Rule 16b-3<\/u>. To the extent desirable to qualify transactions
\nhereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
\nwill be structured to satisfy the requirements for exemption under Rule 16b-3.\n<\/p>\n

(iv) Other Administration<\/u>. Other than as provided above, the Plan will
\nbe administered by (A) the Board or (B) a Committee, which committee will be
\nconstituted to satisfy Applicable Laws.<\/p>\n

(v) Delegation of Authority for Day-to-Day Administration<\/u>. Except to
\nthe extent prohibited by Applicable Law, the Administrator may delegate to one
\nor more individuals the day-to-day administration of the Plan and any of the
\nfunctions assigned to it in this Plan. Such delegation may be revoked at any
\ntime.<\/p>\n

(b) Powers of the Administrator<\/u>. Subject to the provisions of the
\nPlan, and in the case of a Committee, subject to the specific duties delegated
\nby the Board to such Committee, the Administrator will have the authority, in
\nits discretion:<\/p>\n

(i) to determine the Fair Market Value;<\/p>\n

(ii) to select the Service Providers to whom Awards may be granted hereunder;\n<\/p>\n

(iii) to determine the number of Shares to be covered by each Award granted
\nhereunder;<\/p>\n<\/p>\n

A-6<\/p>\n<\/p>\n

\n
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(iv) to approve forms of agreement for use under the Plan;<\/p>\n

(v) to determine the terms and conditions, not inconsistent with the terms of
\nthe Plan, of any Award granted hereunder. Such terms and conditions include, but
\nare not limited to, the exercise price, the time or times when Awards may be
\nexercised (which may be based on performance criteria), any vesting acceleration
\nor waiver of forfeiture or repurchase restrictions, and any restriction or
\nlimitation regarding any Award or the Shares relating thereto, based in each
\ncase on such factors as the Administrator, in its sole discretion, will
\ndetermine;<\/p>\n

(vi) to reduce the exercise price of any Award to the then current Fair
\nMarket Value if the Fair Market Value of the Common Stock covered by such Award
\nshall have declined since the date the Award was granted;<\/p>\n

(vii) to institute an Exchange Program;<\/p>\n

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

(ix) to prescribe, amend and rescind rules and regulations relating to the
\nPlan, including rules and regulations relating to sub-plans established for the
\npurpose of satisfying applicable foreign laws and\/or qualifying for preferred
\ntax treatment under applicable foreign tax laws;<\/p>\n

(x) to modify or amend each Award (subject to Section 18(c) of the Plan),
\nincluding the discretionary authority to extend the post-termination
\nexercisability period of Awards longer than is otherwise provided for in the
\nPlan;<\/p>\n

(xi) to allow Participants to satisfy withholding tax obligations by electing
\nto have the Company withhold from the Shares or cash to be issued upon exercise
\nor vesting of an Award that number of Shares or cash having a Fair Market Value
\nequal to the minimum amount required to be withheld. The Fair Market Value of
\nany Shares to be withheld will be determined on the date that the amount of tax
\nto be withheld is to be determined. All elections by a Participant to have
\nShares or cash withheld for this purpose will be made in such form and under
\nsuch conditions as the Administrator may deem necessary or advisable;<\/p>\n

(xii) 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

(xiii) to allow a Participant to defer the receipt of the payment of cash or
\nthe delivery of Shares that would otherwise be due to such Participant under an
\nAward;<\/p>\n

(xiv) to implement an Award Transfer Program;<\/p>\n

(xv) to determine whether Awards will be settled in Shares, cash or in any
\ncombination thereof;<\/p>\n

(xvi) to determine whether Awards will be adjusted for Dividend Equivalents;\n<\/p>\n

(xvii) to create Other Stock Based Awards for issuance under the Plan;<\/p>\n

(xviii) to establish a program whereby Service Providers designated by the
\nAdministrator can reduce compensation otherwise payable in cash in exchange for
\nAwards under the Plan;<\/p>\n

(xix) to impose such restrictions, conditions or limitations as it determines
\nappropriate as to the timing and manner of any resales by a Participant or other
\nsubsequent transfers by the Participant of any Shares issued as a result of or
\nunder an Award, including without limitation, (A) restrictions under an insider
\ntrading policy, and (B) restrictions as to the use of a specified brokerage firm
\nfor such resales or other transfers; and<\/p>\n<\/p>\n

A-7<\/p>\n<\/p>\n

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(xx) 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 will be final and binding on all Participants
\nand any other holders of Awards.<\/p>\n

5. Eligibility<\/u>. Nonstatutory Stock Options, Restricted Stock, Stock
\nAppreciation Rights, Performance Units, Performance Shares, Restricted Stock
\nUnits and Other Stock Based Awards may be granted to Service Providers.
\nIncentive Stock Options may be granted only to Employees.<\/p>\n

6. Limitations<\/u>.<\/p>\n

(a) ISO $100,000 Rule<\/u>. Each Option will be designated in the Award
\nAgreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
\nHowever, notwithstanding such designation, to the extent that the aggregate Fair
\nMarket Value of the Shares with respect to which Incentive Stock Options are
\nexercisable for the first time by the Participant during any calendar year
\n(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
\nsuch Options will be treated as Nonstatutory Stock Options. For purposes of this
\nSection 6(a), Incentive Stock Options will be taken into account in the order in
\nwhich they were granted. The Fair Market Value of the Shares will be determined
\nas of the time the Option with respect to such Shares is granted.<\/p>\n

(b) No Rights as a Service Provider<\/u>. Neither the Plan nor any Award
\nshall confer upon a Participant any right with respect to continuing his or her
\nrelationship as a Service Provider, nor shall they interfere in any way with the
\nright of the Participant or the right of the Company or its Parent or
\nSubsidiaries to terminate such relationship at any time, with or without cause.\n<\/p>\n

(c) 162(m) Limitation<\/u>. The following limitations shall apply to Awards
\nunder the Plan:<\/p>\n

(i) Option and SAR Share Annual Limit<\/u>. No Service Provider will be
\ngranted, in any Fiscal Year, Options and\/or SARs to purchase more than 1,000,000
\nShares.<\/p>\n

(ii) Restricted Stock, Restricted Stock Units, Performance Units and
\nPerformance Shares Annual Limit<\/u>. No Service Provider will be granted, in any
\nFiscal Year, Restricted Stock, Restricted Stock Units, Performance Units and\/or
\nPerformance Shares to purchase more than 500,000 Shares.<\/p>\n

(iii) Section 162(m) Performance Restrictions<\/u>. For purposes of
\nqualifying grants of Restricted Stock, Restricted Stock Units, Performance
\nShares or Performance Units as “performance-based compensation” under
\nSection 162(m) of the Code, the Administrator, in its discretion, may set
\nrestrictions based upon the achievement of Performance Goals. The Performance
\nGoals shall be set by the Administrator on or before the latest date permissible
\nto enable the Restricted Stock Units, Restricted Stock, Performance Shares or
\nPerformance Units to qualify as “performance-based compensation” under
\nSection 162(m) of the Code. In granting Restricted Stock Units, Restricted
\nStock, Performance Shares or Performance Units which are intended to qualify
\nunder Section 162(m) of the Code, the Administrator shall follow any procedures
\ndetermined by it from time to time to be necessary or appropriate to ensure
\nqualification of the Award under Section 162(m) of the Code (e.g., in
\ndetermining the Performance Goals).<\/p>\n

(iv) The foregoing limitations will be adjusted proportionately in connection
\nwith any change in the Company153s capitalization as described in Section 15 of
\nthe Plan.<\/p>\n

(v) If an Award is cancelled in the same Fiscal Year in which it was granted
\n(other than in connection with a transaction described in Section 15 of the
\nPlan), the cancelled Award will be counted against the limits set forth in
\nsubsections (i) and (ii) above. For this purpose, if the exercise price of an
\nOption is reduced, the transaction will be treated as a cancellation of the
\nOption and the grant of a new Option.<\/p>\n<\/p>\n

A-8<\/p>\n<\/p>\n

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

(a) Term of Option<\/u>. The term of each Option will be stated in the
\nAward Agreement. In the case of an Incentive Stock Option, the term will be ten
\n(10) years from the date of grant or such shorter term as may be provided in the
\nAward Agreement. Moreover, in the case of an Incentive Stock Option granted to a
\nParticipant who, at the time the Incentive Stock Option is granted, owns stock
\nrepresenting more than ten percent (10%) of the total combined voting power of
\nall classes of stock of the Company or any Parent or Subsidiary, the term of the
\nIncentive Stock Option will be five (5) years from the date of grant or such
\nshorter term as may be provided in the Award Agreement.<\/p>\n

(b) 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 will be determined by the
\nAdministrator, subject to the following:<\/p>\n

(1) In the case of an Incentive Stock Option<\/p>\n

(A) granted to an Employee who, at the time the Incentive Stock Option is
\ngranted, owns stock representing more than ten percent (10%) of the voting power
\nof all classes of stock of the Company or any Parent or Subsidiary, the per
\nShare exercise price will be no less than 110% of the Fair Market Value per
\nShare on the date of grant.<\/p>\n

(B) granted to any Employee other than an Employee described in paragraph
\n(A) immediately above, the per Share exercise price will be no less than 100% of
\nthe Fair Market Value per Share on the date of grant.<\/p>\n

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price
\nwill be determined by the Administrator. In the case of a Nonstatutory Stock
\nOption intended to qualify as “performance-based compensation” within the
\nmeaning of Section 162(m) of the Code, the per Share exercise price will be no
\nless than 100% of the Fair Market Value per Share on the date of grant.<\/p>\n

(3) Notwithstanding the foregoing, Incentive Stock Options may be granted
\nwith a per Share exercise price of less than 100% of the Fair Market Value per
\nShare on the date of grant pursuant to a merger or other corporate transaction.\n<\/p>\n

(ii) Waiting Period and Exercise Dates<\/u>. At the time an Option is
\ngranted, the Administrator will fix the period within which the Option may be
\nexercised and will determine any conditions that must be satisfied before the
\nOption may be exercised.<\/p>\n

(c) Form of Consideration<\/u>. The Administrator will 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 will
\ndetermine the acceptable form of consideration at the time of grant. Such
\nconsideration to the extent permitted by Applicable Laws may consist entirely
\nof:<\/p>\n

(i) cash;<\/p>\n

(ii) check;<\/p>\n

(iii) promissory note;<\/p>\n

(iv) other Shares which meet the conditions established by the Administrator
\nto avoid adverse accounting consequences (as determined by the Administrator);\n<\/p>\n

(v) consideration received by the Company under a cashless exercise program
\nimplemented by the Company in connection with the Plan;<\/p>\n<\/p>\n

A-9<\/p>\n<\/p>\n

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(vi) a reduction in the amount of any Company liability to the Participant,
\nincluding any liability attributable to the Participant153s participation in any
\nCompany-sponsored deferred compensation program or arrangement;<\/p>\n

(vii) any combination of the foregoing methods of payment; or<\/p>\n

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

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

(i) Procedure for Exercise; Rights as a Stockholder<\/u>. Any Option
\ngranted hereunder will be exercisable according to the terms of the Plan and at
\nsuch times and under such conditions as determined by the Administrator and set
\nforth in the Award Agreement. An Option may not be exercised for a fraction of a
\nShare.<\/p>\n

An Option will be deemed exercised when the Company receives: (x) written or
\nelectronic notice of exercise (in accordance with the Award Agreement) from the
\nperson entitled to exercise the Option, and (y) full payment for the Shares with
\nrespect to which the Option is exercised. Full payment may consist of any
\nconsideration and method of payment authorized by the Administrator and
\npermitted by the Award Agreement and the Plan. Shares issued upon exercise of an
\nOption will be issued in the name of the Participant or, if requested by the
\nParticipant, in the name of the Participant and his or her spouse. Until the
\nShares are issued (as evidenced by the appropriate entry on the books of the
\nCompany or of a duly authorized transfer agent of the Company), no right to vote
\nor receive dividends or any other rights as a stockholder will exist with
\nrespect to the Awarded Stock, notwithstanding the exercise of the Option. The
\nCompany will issue (or cause to be issued) such Shares promptly after the Option
\nis exercised. No adjustment will be made for a dividend or other right for which
\nthe Record Date is prior to the date the Shares are issued, except as provided
\nin Section 15 of the Plan or the applicable Award Agreement.<\/p>\n

Exercising an Option in any manner will decrease the number of Shares
\nthereafter available for sale under the Option, by the number of Shares as to
\nwhich the Option is exercised.<\/p>\n

(ii) Termination of Relationship as a Service Provider<\/u>. If a
\nParticipant ceases to be a Service Provider, other than upon the Participant153s
\ndeath or Disability, the Participant may exercise his or her Option within such
\nperiod of time as is specified in the Award Agreement to the extent that the
\nOption is vested on the date of termination (but in no event later than the
\nexpiration of the term of such Option as set forth in the Award Agreement). In
\nthe absence of a specified time in the Award Agreement, the Option will remain
\nexercisable for three (3) months following the Participant153s termination. Unless
\notherwise provided by the Administrator, if on the date of termination the
\nParticipant is not vested as to his or her entire Option, the Shares covered by
\nthe unvested portion of the Option will revert to the Plan on the date one
\n(1) month following the Participant153s termination. If after termination the
\nParticipant does not exercise his or her Option within the time specified by the
\nAdministrator, the Option will terminate, and the Shares covered by such Option
\nwill revert to the Plan.<\/p>\n

(iii) Disability of Participant<\/u>. If a Participant ceases to be a
\nService Provider as a result of the Participant153s Disability, the Participant
\nmay exercise his or her Option within such period of time as is specified in the
\nAward Agreement to the extent the Option is vested on the date of termination
\n(but in no event later than the expiration of the term of such Option as set
\nforth in the Award Agreement). In the absence of a specified time in the Award
\nAgreement, the Option will remain exercisable for twelve (12) months following
\nthe Participant153s termination. Unless otherwise provided by the Administrator,
\nif on the date of termination the Participant is not vested as to his or her
\nentire Option, the Shares covered by the unvested portion of the Option will
\nrevert to the Plan on the date one (1) month following the Participant153s
\ntermination. If after termination the Participant does not exercise his or her
\nOption within the time specified herein, the Option will terminate, and the
\nShares covered by such Option will revert to the Plan.<\/p>\n<\/p>\n

A-10<\/p>\n<\/p>\n

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(iv) Death of Participant<\/u>. If a Participant dies while a Service
\nProvider, the Option may be exercised following the Participant153s death within
\nsuch period of time as is specified in the Award Agreement to the extent that
\nthe Option is vested on the date of death, or to the extent it vests pursuant to
\nSection 23(a)(i) hereof (but in no event may the Option be exercised later than
\nthe expiration of the term of such Option as set forth in the Award Agreement),
\nby the Participant153s designated beneficiary, provided such beneficiary has been
\ndesignated prior to Participant153s death in a form acceptable to the
\nAdministrator. If no such beneficiary has been designated by the Participant,
\nthen such Option may be exercised by the personal representative of the
\nParticipant153s estate or by the person(s) to whom the Option is transferred
\npursuant to the Participant153s will or in accordance with the laws of descent and
\ndistribution. In the absence of a specified time in the Award Agreement, the
\nOption will remain exercisable for twelve (12) months following Participant153s
\ndeath. If the Option is not so exercised within the time specified herein, the
\nOption will terminate, and the Shares covered by such Option will revert to the
\nPlan.<\/p>\n

(e) Buyout Provisions<\/u>. The Administrator may at any time offer to buy
\nout for a payment in cash or Shares an Option previously granted based on such
\nterms and conditions as the Administrator shall establish and communicate to the
\nParticipant at the time that such offer is made.<\/p>\n

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

(a) Grant of Restricted Stock<\/u>. Subject to the terms and provisions of
\nthe Plan, the Administrator, at any time and from time to time, may grant Shares
\nof Restricted Stock to Service Providers in such amounts as the Administrator,
\nin its sole discretion, will determine. Subject to Section 6(c)(ii) hereof, the
\nAdministrator shall have complete discretion to determine (i) the number of
\nShares subject to a Restricted Stock award granted to any Participant, and
\n(ii) the conditions that must be satisfied, which typically will be based
\nprincipally or solely on continued provision of services but may include a
\nperformance-based component, upon which is conditioned the grant, vesting or
\nissuance of Restricted Stock.<\/p>\n

(b) Restricted Stock Agreement<\/u>. Each Award of Restricted Stock will be
\nevidenced by an Award Agreement that will specify the Period of Restriction, the
\nnumber of Shares granted, and such other terms and conditions as the
\nAdministrator, in its sole discretion, will determine. Unless the Administrator
\ndetermines otherwise, Shares of Restricted Stock will be held by the Company as
\nescrow agent until the restrictions on such Shares have lapsed.<\/p>\n

(c) Transferability<\/u>. Except as provided in this Section 8, Shares of
\nRestricted Stock may not be sold, transferred, pledged, assigned, or otherwise
\nalienated or hypothecated until the end of the applicable Period of Restriction.\n<\/p>\n

(d) Other Restrictions<\/u>. The Administrator, in its sole discretion, may
\nimpose such other restrictions on Shares of Restricted Stock as it may deem
\nadvisable or appropriate.<\/p>\n

(e) Removal of Restrictions<\/u>. Except as otherwise provided in this
\nSection 8, Shares of Restricted Stock covered by each Restricted Stock grant
\nmade under the Plan will be released from escrow as soon as practicable after
\nthe last day of the Period of Restriction. The Administrator, in its discretion,
\nmay accelerate the time at which any restrictions will lapse or be removed.<\/p>\n

(f) Voting Rights<\/u>. During the Period of Restriction, Service Providers
\nholding Shares of Restricted Stock granted hereunder may exercise full voting
\nrights with respect to those Shares, unless the Administrator determines
\notherwise.<\/p>\n

(g) Dividends and Other Distributions<\/u>. During the Period of
\nRestriction, Service Providers holding Shares of Restricted Stock will be
\nentitled to receive all dividends and other distributions paid with respect to
\nsuch Shares unless otherwise provided in the Award Agreement. If any such
\ndividends or distributions are paid in Shares, the Shares will be subject to the
\nsame restrictions on transferability and forfeitability as the Shares of
\nRestricted Stock with respect to which they were paid.<\/p>\n<\/p>\n

A-11<\/p>\n<\/p>\n

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(h) Return of Restricted Stock to Company<\/u>. On the date set forth in
\nthe Award Agreement, the Restricted Stock for which restrictions have not lapsed
\nwill revert to the Company and again will become available for grant under the
\nPlan.<\/p>\n

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

(a) Grant of SARs<\/u>. Subject to the terms and conditions of the Plan, a
\nSAR may be granted to Service Providers at any time and from time to time as
\nwill be determined by the Administrator, in its sole discretion.<\/p>\n

(b) Number of Shares<\/u>. Subject to Section 6(c)(i) of the Plan, the
\nAdministrator will have complete discretion to determine the number of SARs
\ngranted to any Service Provider.<\/p>\n

(c) Exercise Price and Other Terms<\/u>. The Administrator, subject to the
\nprovisions of the Plan, will have complete discretion to determine the terms and
\nconditions of SARs granted under the Plan.<\/p>\n

(d) Exercise of SARs<\/u>. SARs will be exercisable on such terms and
\nconditions as the Administrator, in its sole discretion, will determine.<\/p>\n

(e) SAR Agreement<\/u>. Each SAR grant will be evidenced by an Award
\nAgreement that will specify the exercise price, the term of the SAR, the
\nconditions of exercise, and such other terms and conditions as the
\nAdministrator, in its sole discretion, will determine.<\/p>\n

(f) Expiration of SARs<\/u>. An SAR granted under the Plan will expire upon
\nthe date determined by the Administrator, in its sole discretion, and set forth
\nin the Award Agreement. Notwithstanding the foregoing, the rules of Sections
\n7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to SARs.<\/p>\n

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

(i) The difference between the Fair Market Value of a Share on the date of
\nexercise over the exercise price; times<\/p>\n

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

At the discretion of the Administrator, the payment upon SAR exercise may be
\nin cash, in Shares of equivalent value, or in some combination thereof.<\/p>\n

(h) Buyout Provisions<\/u>. The Administrator may at any time offer to buy
\nout for a payment in cash or Shares a Stock Appreciation Right previously
\ngranted based on such terms and conditions as the Administrator shall establish
\nand communicate to the Participant at the time that such offer is made.<\/p>\n

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

(a) Grant of Performance Units\/Shares<\/u>. Subject to the terms and
\nconditions of the Plan, Performance Units and Performance Shares may be granted
\nto Service Providers at any time and from time to time, as will be determined by
\nthe Administrator, in its sole discretion. Subject to Section 6(c)(ii), the
\nAdministrator will have complete discretion in determining the number of
\nPerformance Units and Performance Shares granted to each Participant.<\/p>\n

(b) Value of Performance Units\/Shares<\/u>. Each Performance Unit will have
\nan initial value that is established by the Administrator on or before the date
\nof grant. Each Performance Share will have an initial value equal to the Fair
\nMarket Value of a Share on the date of grant.<\/p>\n<\/p>\n

A-12<\/p>\n<\/p>\n

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(c) Performance Objectives and Other Terms<\/u>. The Administrator will set
\nperformance objectives in its discretion which, depending on the extent to which
\nthey are met, will determine the number or value of Performance Units\/Shares
\nthat will be paid out to the Service Providers. The time period during which the
\nperformance objectives must be met will be called the “Performance Period.” Each
\nAward of Performance Units\/ Shares will be evidenced by an Award Agreement that
\nwill specify the Performance Period, and such other terms and conditions as the
\nAdministrator, in its sole discretion, will determine. The Administrator may set
\nperformance objectives based upon the achievement of Company-wide, divisional,
\nor individual goals, applicable federal or state securities laws, or any other
\nbasis determined by the Administrator in its discretion.<\/p>\n

(d) Earning of Performance Units\/Shares<\/u>. After the applicable
\nPerformance Period has ended, the holder of Performance Units\/Shares will be
\nentitled to receive a payout of the number of Performance Units\/Shares earned by
\nthe Participant over the Performance Period, to be determined as a function of
\nthe extent to which the corresponding performance objectives have been achieved.
\nAfter the grant of a Performance Unit\/Share, the Administrator, in its sole
\ndiscretion, may reduce or waive any performance objectives for such Performance
\nUnit\/Share.<\/p>\n

(e) Form and Timing of Payment of Performance Units\/Shares<\/u>. Payment of
\nearned Performance Units\/Shares will be made as soon after the expiration of the
\napplicable Performance Period at the time determined by the Administrator. The
\nAdministrator, in its sole discretion, may pay earned Performance Units\/Shares
\nin the form of cash, in Shares (which have an aggregate Fair Market Value equal
\nto the value of the earned Performance Units\/Shares at the close of the
\napplicable Performance Period) or in a combination thereof.<\/p>\n

(f) Cancellation of Performance Units\/Shares<\/u>. On the date set forth in
\nthe Award Agreement, all unearned or unvested Performance Units\/Shares will be
\nforfeited to the Company, and again will be available for grant under the Plan.\n<\/p>\n

11. Restricted Stock Units<\/u>. Restricted Stock Units shall consist of a
\nRestricted Stock, Performance Share or Performance Unit Award that the
\nAdministrator, in its sole discretion permits to be paid out in installments or
\non a deferred basis, in accordance with rules and procedures established by the
\nAdministrator.<\/p>\n

12. Other Stock Based Awards<\/u>. Other Stock Based Awards may be granted
\neither alone, in addition to, or in tandem with, other Awards granted under the
\nPlan and\/or cash awards made outside of the Plan. The Administrator shall have
\nauthority to determine the Service Providers to whom and the time or times at
\nwhich Other Stock Based Awards shall be made, the amount of such Other Stock
\nBased Awards, and all other conditions of the Other Stock Based Awards including
\nany dividend and\/or voting rights.<\/p>\n

13. Leaves of Absence<\/u>. Unless the Administrator provides otherwise,
\nvesting of Awards granted hereunder will be suspended during any unpaid leave of
\nabsence and will resume on the date the Participant returns to work on a regular
\nschedule as determined by the Company; provided, however, that no vesting credit
\nwill be awarded for the time vesting has been suspended during such leave of
\nabsence. A Service Provider will not cease to be an Employee in the case of
\n(i) any leave of absence approved by the Company or (ii) transfers between
\nlocations of the Company or between the Company, its Parent, or any Subsidiary.
\nFor purposes of Incentive Stock Options, no such leave may exceed ninety
\n(90) days, unless reemployment upon expiration of such leave is guaranteed by
\nstatute or contract. If reemployment upon expiration of a leave of absence
\napproved by the Company is not so guaranteed, then three months following the
\n91st <\/sup>day of such leave any Incentive Stock Option held by the
\nParticipant will cease to be treated as an Incentive Stock Option and will be
\ntreated for tax purposes as a Nonstatutory Stock Option.<\/p>\n

14. Non-Transferability of Awards<\/u>. Unless determined otherwise by the
\nAdministrator, an Award may not be sold, pledged, assigned, hypothecated,
\ntransferred, or disposed of in any manner other than by will or by the laws of
\ndescent or distribution and may be exercised, during the lifetime of the
\nParticipant, only by the Participant. If the Administrator makes an Award
\ntransferable, such Award will contain such additional terms and conditions as
\nthe Administrator deems appropriate.<\/p>\n<\/p>\n

A-13<\/p>\n<\/p>\n

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15. Adjustments; Dissolution or Liquidation; Merger or Change in
\nControl<\/u>.<\/p>\n

(a) Adjustments<\/u>. In the event that any dividend (excluding an ordinary
\ndividend) or other distribution (whether in the form of cash, Shares, other
\nsecurities, or other property), recapitalization, stock split, reverse stock
\nsplit, reorganization, merger, consolidation, split-up, spin-off, combination,
\nrepurchase, or exchange of Shares or other securities of the Company, or other
\nchange in the corporate structure of the Company affecting the Shares occurs,
\nthen the Administrator shall appropriately adjust the number and class of Shares
\nwhich may be delivered under the Plan, the 162(m) annual share issuance limits
\nunder Section 6(c) of the Plan, and the number, class, and price of Shares
\nsubject to outstanding Awards. Notwithstanding the preceding, the number of
\nShares subject to any Award always shall be a whole number.<\/p>\n

(b) Dissolution or Liquidation<\/u>. In the event of the proposed
\ndissolution or liquidation of the Company, the Administrator will notify each
\nParticipant as soon as practicable prior to the effective date of such proposed
\ntransaction. The Administrator in its discretion may provide for a Participant
\nto have the right to exercise his or her Award, to the extent applicable, until
\nten (10) days prior to such transaction as to all of the Awarded Stock covered
\nthereby, including Shares as to which the Award would not otherwise be
\nexercisable. In addition, the Administrator may provide that any Company
\nrepurchase option or forfeiture rights applicable to any Award shall lapse 100%,
\nand that any Award vesting shall accelerate 100%, provided the proposed
\ndissolution or liquidation takes place at the time and in the manner
\ncontemplated. To the extent it has not been previously exercised or vested, an
\nAward will terminate immediately prior to the consummation of such proposed
\naction.<\/p>\n

(c) Merger or Change in Control<\/u>.<\/p>\n

(i) Stock Options and SARS<\/u>. In the event of a merger or Change in
\nControl, each outstanding Option and SAR shall be assumed or an equivalent
\noption or SAR substituted by the successor corporation or a Parent or Subsidiary
\nof the successor corporation. With respect to Options and SARs granted to an
\nOutside Director that are assumed or substituted for, if immediately prior to or
\nafter the merger or Change in Control the Participant153s status as a Director or
\na director of the successor corporation, as applicable, is terminated other than
\nupon a voluntary resignation by the Participant, then the Participant shall
\nfully vest in and have the right to exercise such Options and SARs as to all of
\nthe Awarded Stock, including Shares as to which it would not otherwise be vested
\nor exercisable. Unless determined otherwise by the Administrator, in the event
\nthat the successor corporation refuses to assume or substitute for the Option or
\nSAR, the Participant shall fully vest in and have the right to exercise the
\nOption or SAR as to all of the Awarded Stock, including Shares as to which it
\nwould not otherwise be vested or exercisable. If an Option or SAR is not assumed
\nor substituted in the event of a merger or Change in Control, the Administrator
\nshall notify the Participant in writing or electronically that the Option or SAR
\nshall be exercisable, to the extent vested, for a period of up to fifteen
\n(15) days from the date of such notice, and the Option or SAR shall terminate
\nupon the expiration of such period. For the purposes of this paragraph, the
\nOption or SAR shall be considered assumed if, following the merger or Change in
\nControl, the option or stock appreciation right confers the right to purchase or
\nreceive, for each Share of Awarded Stock subject to the Option or SAR
\nimmediately prior to the merger or Change in Control, the consideration (whether
\nstock, cash, or other securities or property) received in the merger or Change
\nin Control by holders of Common Stock for each Share held on the effective date
\nof the transaction (and if holders were offered a choice of consideration, the
\ntype of consideration chosen by the holders of a majority of the outstanding
\nShares); provided, however, that if such consideration received in the merger or
\nChange in Control is not solely common stock of the successor corporation or its
\nParent, the Administrator may, with the consent of the successor corporation,
\nprovide for the consideration to be received upon the exercise of the Option or
\nSAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely
\ncommon stock of the successor corporation or its Parent equal in fair market
\nvalue to the per share consideration received by holders of Common Stock in the
\nmerger or Change in Control. Notwithstanding anything herein to the contrary, an
\nAward that vests, is earned or paid-out upon the satisfaction of one or more
\nperformance goals will not be considered assumed if the Company or its successor
\nmodifies any of such performance goals without the Participant153s consent;
\nprovided, however, a modification to such performance goals only to reflect the
\nsuccessor corporation153s post-merger or post-Change in Control corporate
\nstructure will not be deemed to invalidate an otherwise valid Award assumption.\n<\/p>\n<\/p>\n

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(ii) Restricted Stock, Performance Shares, Performance Units, Restricted
\nStock Units and Other Stock Based Awards<\/u>. In the event of a merger or Change
\nin Control, each outstanding Restricted Stock, Performance Share, Performance
\nUnit, Other Stock Based Award and Restricted Stock Unit awards shall be assumed
\nor an equivalent Restricted Stock, Performance Share, Performance Unit, Other
\nStock Based Award and Restricted Stock Unit award substituted by the successor
\ncorporation or a Parent or Subsidiary of the successor corporation. With respect
\nto Awards granted to an Outside Director that are assumed or substituted for, if
\nimmediately prior to or after the merger or Change in Control the Participant153s
\nstatus as a Director or a director of the successor corporation, as applicable,
\nis terminated other than upon a voluntary resignation by the Participant, then
\nthe Participant shall fully vest in such Awards, including Shares as to which it
\nwould not otherwise be vested. Unless determined otherwise by the Administrator,
\nin the event that the successor corporation refuses to assume or substitute for
\nthe Restricted Stock, Performance Share, Performance Unit, Other Stock Based
\nAward or Restricted Stock Unit award, the Participant shall fully vest in the
\nRestricted Stock, Performance Share, Performance Unit, Other Stock Based Award
\nor Restricted Stock Unit including as to Shares which would not otherwise be
\nvested. For the purposes of this paragraph, a Restricted Stock, Performance
\nShare, Performance Unit, Other Stock Based Award and Restricted Stock Unit award
\nshall be considered assumed if, following the merger or Change in Control, the
\naward confers the right to purchase or receive, for each Share subject to the
\nAward immediately prior to the merger or Change in Control, the consideration
\n(whether stock, cash, or other securities or property) received in the merger or
\nChange in Control by holders of Common Stock for each Share held on the
\neffective date of the transaction (and if holders were offered a choice of
\nconsideration, the type of consideration chosen by the holders of a majority of
\nthe outstanding Shares); provided, however, that if such consideration received
\nin the merger or Change in Control is not solely common stock of the successor
\ncorporation or its Parent, the Administrator may, with the consent of the
\nsuccessor corporation, provide for the consideration to be received, for each
\nShare and each unit\/right to acquire a Share subject to the Award, to be solely
\ncommon stock of the successor corporation or its Parent equal in fair market
\nvalue to the per share consideration received by holders of Common Stock in the
\nmerger or Change in Control. Notwithstanding anything herein to the contrary, an
\nAward that vests, is earned or paid-out upon the satisfaction of one or more
\nperformance goals will not be considered assumed if the Company or its successor
\nmodifies any of such performance goals without the Participant153s consent;
\nprovided, however, a modification to such performance goals only to reflect the
\nsuccessor corporation153s post-merger or post-Change in Control corporate
\nstructure will not be deemed to invalidate an otherwise valid Award assumption.\n<\/p>\n

16. Date of Grant<\/u>. The date of grant of an Award will be, for all
\npurposes, the date on which the Administrator makes the determination granting
\nsuch Award, or such other later date as is determined by the Administrator.
\nNotice of the determination will be provided to each Participant within a
\nreasonable time after the date of such grant.<\/p>\n

17. Term of Plan<\/u>. Subject to Section 22 of the Plan, the Plan will
\nbecome effective upon its adoption by the Board. It will continue in effect for
\na term of ten (10) years unless terminated earlier under Section 18 of the Plan.\n<\/p>\n

18. 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.<\/p>\n

(b) Stockholder Approval<\/u>. The Company will obtain stockholder approval
\nof any Plan amendment to the extent necessary and desirable to comply with
\nApplicable Laws.<\/p>\n

(c) Effect of Amendment or Termination<\/u>. Subject to Section 20 of the
\nPlan, no amendment, alteration, suspension or termination of the Plan will
\nimpair the rights of any Participant, unless mutually agreed otherwise between
\nthe Participant and the Administrator, which agreement must be in writing and
\nsigned by the Participant and the Company. Termination of the Plan will not
\naffect the Administrator153s ability to exercise the powers granted to it
\nhereunder with respect to Awards granted under the Plan prior to the date of
\nsuch termination.<\/p>\n<\/p>\n

A-15<\/p>\n<\/p>\n

\n
Table
\nof Contents<\/a> <\/h5>\n

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

(a) Legal Compliance<\/u>. Shares will not be issued pursuant to the
\nexercise of an Award unless the exercise of such Award and the issuance and
\ndelivery of such Shares will comply with Applicable Laws and will be further
\nsubject to the approval of counsel for the Company with respect to such
\ncompliance.<\/p>\n

(b) Investment Representations<\/u>. As a condition to the exercise or
\nreceipt of an Award, the Company may require the person exercising or receiving
\nsuch Award to represent and warrant at the time of any such exercise or receipt
\nthat the Shares are being purchased only for investment and without any present
\nintention to sell or distribute such Shares if, in the opinion of counsel for
\nthe Company, such a representation is required.<\/p>\n

20. Severability<\/u>. Notwithstanding any contrary provision of the Plan
\nor an Award to the contrary, if any one or more of the provisions (or any part
\nthereof) of this Plan or the Awards shall be held invalid, illegal or
\nunenforceable in any respect, such provision shall be modified so as to make it
\nvalid, legal and enforceable, and the validity, legality and enforceability of
\nthe remaining provisions (or any part thereof) of the Plan or Award, as
\napplicable, shall not in any way be affected or impaired thereby.<\/p>\n

21. 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, will relieve the Company of any liability in
\nrespect of the failure to issue or sell such Shares as to which such requisite
\nauthority will not have been obtained.<\/p>\n

22. Stockholder Approval<\/u>. The Plan will be subject to approval by the
\nstockholders of the Company within twelve (12) months after the date the Plan is
\nadopted. Such stockholder approval will be obtained in the manner and to the
\ndegree required under Applicable Laws.<\/p>\n

23. Vesting Acceleration of Awards Upon Death<\/u>.<\/p>\n

(a) Stock Options and SARs<\/u>.<\/p>\n

(i) Non-Officer Participants<\/u>. If a Participant dies while a Service
\nProvider, and at the time of such Participant153s death the Participant is not an
\nOfficer, all Shares covered by the unvested portion of each outstanding Option
\nand SAR held by the Participant will immediately accelerate upon the
\nParticipant153s death and become exercisable pursuant to Section 7(d)(iv) hereof.\n<\/p>\n

(ii) Officers<\/u>. If a Participant dies while a Service Provider, and at
\nthe time of such Participant153s death the Participant is an Officer, the Shares
\ncovered by the unvested portion of each outstanding Option and SAR held by the
\nParticipant as of the Participant153s death will immediately revert to the Plan on
\nthe date one (1) month following the Participant153s death, and the Participant
\nwill not be entitled to exercise such Shares pursuant to Section 7(d)(iv)
\nhereof; provided, however, that all Shares covered by the vested portion of the
\nOption or SAR, as applicable, shall remain exercisable pursuant to
\nSection 7(d)(iv) hereof.<\/p>\n

(b) Restricted Stock, Performance Shares, Performance Units, Restricted
\nStock Units and Other Stock Based Awards<\/u>. If a Participant dies while a
\nService Provider, and at the time of such Participant153s death the Participant is
\nnot an Officer, then each outstanding Restricted Stock, Performance Share,
\nPerformance Unit, Other Stock Based Award or Restricted Stock Unit held by the
\nParticipant upon the Participant153s death will vest, including as to Shares which
\nwould not otherwise be vested, and with respect to such Awards with
\nperformance-based vesting, all performance goals or other vesting criteria will
\nbe deemed achieved at 100% on-target levels and all other terms and conditions
\nmet. Participants who are Officers at the time of their death will not be
\nentitled to such accelerated vesting.<\/p>\n<\/p>\n

A-16<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7664],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9629,9633],"class_list":["post-43807","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-google-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43807","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43807"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43807"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43807"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43807"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}