2001 STOCK PLAN
Amended and restated as of March 25, 2004 and further amended February 22, 2008.
1. Purposes of the Plan. The purposes of this 2001 Stock Plan are:
· to attract and retain the best available personnel for positions of substantial responsibility,
· to provide additional incentive to Employees, Directors and Consultants, and
· to promote the success of the Company’s business by motivating the Employees and Consultants to
Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, Restricted
Stock, Stock Appreciation Rights, Performance Shares, Performance Units or Deferred Stock Units, as
determined by the Administrator at the time of grant.
2. Definitions. As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any Committee as shall be administering the Plan, in
accordance with Section 4 of the Plan.
(b) “ Applicable Laws ” means the requirements relating to the administration of equity compensation
plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are, or will be, granted under the Plan.
(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, Restricted Stock,
Stock Appreciation Rights, Performance Shares, Performance Units or Deferred Stock Units.
(d) “ Award Agreement ” means the written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and
conditions of the Plan.
(e) “ Awarded Stock ” means the Common Stock subject to an Award.
(f) “ Board ” means the Board of Directors of the Company.