AMENDED AND RESTATED 2000 STOCK PLAN*
Section 1. Purpose.
The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company
in attracting and retaining employees, officers, consultants, independent contractors and non-employee directors
capable of contributing to the future success of the Company, to offer such persons incentives to put forth
maximum efforts for the success of the Company's business and to afford such persons an opportunity to acquire
a proprietary interest in the Company.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) "Affiliate" shall mean (i) any person or entity that, directly or indirectly through one or more intermediaries, is
controlled by the Company and
(ii) any person or entity in which the Company has a significant equity interest, in each case as determined by the
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Performance Award, Other Stock Grant or Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing
any Award granted under the Plan.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations
(f) "Committee" shall mean a committee of Directors designated by the Board to administer the Plan. The
Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards
granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a "Non-
Employee Director" within the meaning of Rule 16b-3 and an "outside director" within the meaning of Section
162(m) of the Code. The Company expects to have the Plan administered in accordance with the requirements