2008 INDUCEMENT EQUITY INCENTIVE PLAN
Purposes of the Plan . The purposes of this Plan are:
The Plan permits the grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units and Performance Shares as the Administrator may determine.
Definitions . As used herein, the following definitions will apply:
“ Administrator ” means the Board or any of its Committees as will be administering the
Plan, in accordance with Section 4 of the Plan.
“ Applicable Laws ” means the requirements relating to the administration of equity-based
awards 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.
“ Award ” means, individually or collectively, a grant under the Plan of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Shares as the Administrator may
“ 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.
“ Board ” means the Board of Directors of the Company.
“ Change in Control ” means the occurrence of any of the following events:
A change in the ownership of the Company which occurs on the date that any
one person, or more than one person acting as a group, (“ Person ”) acquires ownership of the stock of the
Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power
of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of
additional stock by any one Person, who is consid