2006 EQUITY INCENTIVE PLAN
(Amended and Restated February 26, 2009)
1. Purposes of the Plan . The purposes of this Plan are:
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock,
Restricted Stock Units, Stock Appreciation Rights and Performance Shares.
2. Definitions . As used herein, the following definitions will apply:
(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in
accordance with Section 4 of the Plan.
(b) “ 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.
(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted
Stock, Restricted Stock Units or Performance Shares.
(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) “ Change in Control ” Before the February 26, 2009 amendment and restatement of the Plan,
Change in Control means the occurrence of any of the following events:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or
to attract and retain the best available personnel for positions