AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
TERMINATION DATE: JUNE 2, 2015
(a) Eligible Stock Award Recipients . The persons eligible to receive Stock Awards are Employees,
Directors and Consultants.
(b) Available Stock Awards . The Plan provides for the grant of the following Stock Awards:
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Purchase Awards, (iv) Stock Bonus
Awards, (v) Stock Appreciation Rights, (vi) Stock Unit Awards and (vii) Other Stock Awards.
(c) General Purpose . The Company, by means of the Plan, seeks to secure and retain the services of
the group of persons eligible to receive Stock Awards, to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates and to provide a means by which such eligible recipients
may be given an opportunity to benefit from increases in value of the Common Stock through the granting of
(a) “ Affiliate ” means any parent corporation or subsidiary corporation of the Company, as of the day
of determination, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(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) “ Change in Control ” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events:
(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition