2008 EMPLOYEE STOCK PLAN
(AS AMENDED AND RESTATED EFFECTIVE
AS OF JUNE 10, 2010)*
1. Purposes of the Plan . The purposes of this 2008 Employee Stock Plan are:
Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock and
Restricted Stock Units as determined by the Administrator at the time of grant.
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 equity compensation 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
Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the
(c) “ Award ” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Nonqualified
Stock Options, Restricted Stock or Restricted Stock Units.
(d) “ Award Agreement ” means the written agreement setting forth the terms and conditions applicable to each
Award granted under the Plan.
(e) “ Board ” means the Board of Directors of the Company.
(f) “ Change of Control ” means the occurrence of any of the following events, in one or a series of related
to attract and retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, and
to promote the success of the Company’s business.
* The Plan was originally adopted by the Board on September 8, 2007 and approved by the stockholders on November 6, 2007.
The Plan as amended and restated via Board approval on March 26, 2010, and was approved by the stockholders on June 10,
2010, to become effective on June 10, 2010.
(i) any “person,” a