STOCK OPTION PLAN
ADOPTED AUGUST 2, 1990
(AS AMENDED AND RESTATED JULY 27, 1995)
(a) The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the
Company, and its Affiliates, may be given an opportunity to purchase stock of the Company.
(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees of or
Consultants to the Company or its Affiliates, to secure and retain the services of new Employees, Consultants,
and to provide incentives for such persons to exert maximum efforts for the success of the Company and its
(c) The Company intends that the Options issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c),
be either Incentive Stock Options or Nonstatutory Stock Options. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant
to Section 6, and a separate certificate or certificates will be issued for shares purchased on exercise of each type
(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, 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) "CODE" means the Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.
(e) "COMPANY" means Dionex Corporation, a Delaware corporation.
(f) "CONSULTANT" means any person, including an advisor, engaged by the Company or an Affiliate to render
consulting services and who is compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are no