2000 STOCK PLAN
Amended and Restated August 18, 2009
1. Purposes of the Plan . The purposes of this 2000 Stock Plan are:
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant. Restricted Stock and Restricted Stock Units also may 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 of the Plan.
(b) “ Applicable Laws ” means the requirements relating to the administration of stock
option 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 or Restricted 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) “ Board ” means the Board of Directors of the Company.
(f) “ Cause ” means (i) any act of personal dishonesty taken by the Participant in
connection with his responsibilities as an Employee which is intended to result in personal enrichment of the
Participant, (ii) the Participant’s conviction of a felony, (iii) any act by the Participant that constitutes misconduct,
and (iv) continued violations by the Participant of the Participant’s obligations to the Company.
· to attract and retain the best