AMENDED AND RESTATED 2005 STOCK AND INCENTIVE PLAN
(as of April 22, 2010)
1. Purposes of the Plan . The purposes of this 2005 Stock and Incentive Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide additional incentive to Service
Providers, and to promote the success of the Company’s business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.
Stock Awards (including Stock Grants, Stock Units and Stock Appreciation Rights) and Cash Awards may also
be granted under the Plan.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 hereof.
(b) “ Applicable Laws ” means the requirements relating to the administration of stock option and restricted
stock plans, the grant of options and the issuance of shares under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any Nasdaq National Market, stock exchange or quotation system on
which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction
where Options or Awards are granted under the Plan, as such laws, rules, regulations and requirements
shall be in place from time to time.
(c) “ Award ” means an Option, a Stock Award or a Cash Award granted in accordance with the terms of
(d) “ Award Agreement ” means a Stock Award Agreement, Cash Award Agreement and/or Option
Agreement, which may be in written or electronic format, in such form and with such terms and conditions
as may be specified by the Administrator, evidencing the terms and conditions of an individual Award.
Each Award Agreement is subject to the terms and conditions of the Plan.
(e) “ Board ” means the Board of Directors of the Co