2004 NEW-HIRE EQUITY INCENTIVE PLAN
ADOPTED: JULY 26, 2004
(a) General Purpose. The Company, by means of the Plan, seeks to retain the services of
persons not previously an employee or director of the Company, or following a bona fide period of non-
employment, as an inducement material to the individual’s entering into employment with the Company within the
meaning of Rule 4350(i)(1)(A) of the NASD Marketplace Rules, and to provide incentives for such persons to
exert maximum efforts for the success of the Company and its Affiliates.
(b) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are
(c) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i)
Options, (ii) Stock Purchase Awards, (iii) Stock Bonus Awards, (iv) Stock Appreciation Rights, (v) Stock Unit
Awards and (vi) Other Stock Awards.
(a) “Affiliate” means any Parent or Subsidiary of the Company.
(b) “Board” means the Board of Directors of the Company.
(c) “Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a).
(d) “Cause” means, with respect to a Participant, the occurrence of any of the following: (i) such
Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws
of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a
fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any
material contract or agreement between the Participant and the Company or any statutory duty owed to the