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Contents

  1. Purposes
  2. Contents
  3. Stock Pool
    1. Stock Pool Shares
    2. Returning Shares to the Stock Pool
    3. Adjusting the Size of the Stock Pool
  4. Administration
    1. Who Administers this Plan
    2. Officers
    3. Changing Who Administers the Plan
    4. What the Administrator Does
    5. Determining Fair Market Value
    6. Indemnification
    7. Issuing Stock
  5. When Participants Must Agree to Changes
  6. Equity Awards Generally
    1. Who May Receive Which Kinds of Equity Awards
    2. Award Dates
    3. No Employment Rights
    4. Beneficiaries
  7. Options
    1. Kinds of Options
    2. $100,000 Limit
    3. Option Terms
    4. Exercise Prices
      1. Incentive Stock Option Exercise Prices
      2. Nonstatutory Stock Option Exercise Prices
      3. Special Exercise Prices
    5. Payment to Exercise Options
    6. Exercise
      1. Who May Exercise
      2. Exercise Terms
      3. Leaves of Absence
      4. Military Leave
      5. Minimum Exercise
      6. Exercise Process
      7. Stockholder Rights from Options
      8. Leaving the Company
        1. Deadline to Exercise
        2. Disability
        3. Death
        4. For Cause
        5. Default Exercise Deadline
      9. Option Buyout
  8. Restricted Stock
    1. Restricted Stock Offers
    2. Restricted Stock Price
    3. Payment for Restricted Stock
    4. Accepting Restricted Stock Offers
    5. Buyback
      1. Default Buyback Right
      2. Buyback and Leave
    6. Other Terms
    7. Stockholder Rights from Restricted Stock
  9. Tax
    1. Arrangements for Tax
    2. Cashless Exercise
  10. Adjustments
    1. Automatic Adjustment
    2. Administrator Adjustment
    3. No Other Adjustments
    4. Effect on Additional Stock
    5. Dissolution and Liquidation
    6. Corporate Transactions
  11. Transfer Limits
    1. Transfer Limits on Equity Awards
      1. No Award Transfer
      2. Transfer by Will and Inheritance
      3. While the Company Relies on 12h-1(f)
      4. Rule 12h-1(f) Disclosures
      5. Transfers to Trusts
    2. Transfer Limits on Stock
      1. No Transferring Stock
      2. Attempted Transfers
      3. Approval Process
  12. The Plan
    1. Stockholder Approval
    2. Term of the Plan
    3. Changes to the Plan
    4. Terms for Foreign Participants
  13. Definitions

This is a plan for the Company, , a Delaware corporation, to grant Equity Awards of Restricted Stock and Options.

Purposes

This plan has three main purposes:

This plan helps the Company give Equity Awards without breaking securities laws. In general, securities laws require companies to register their stock before offering it to others. Registration takes a lot of time and money. Fortunately, a specific exception, called an "exemption", lets companies give Equity Awards to employees and consultants under written stock plans that follow specific rules. This plan follows the rules for that exemption.

This plan helps some Equity Awards qualify for good tax treatment. This plan cannot ensure good tax outcomes or tell people who get Equity Awards what personal tax choices to make. But it can ensure some kinds of Equity Awards meet Tax Code requirements for good treatment to start.

This plan helps organize the process of giving, revising, and using Equity Awards over time.

Contents

This plan sets rules for grants and administration of Equity Awards generally. Definitions gives many important words and phrases specific meanings. The general rules of this plan, as well as its definitions, apply throughout this plan and the paperwork for Equity Awards granted under it.

Stock Pool

Stock Pool Shares

Under this plan, the Administrator may issue up to total shares of Stock under Equity Awards. This Stock makes up the Stock Pool. The Administrator may issue the whole Stock Pool under Incentive Stock Options if it chooses.

Returning Shares to the Stock Pool

Some Stock under Equity Awards may return to the Stock Pool, so that it can be granted under new Equity Awards.

When an Equity Award expires before the Company issues all the Stock under it, the Stock the Company has not issued returns to the Stock Pool.

When an Equity Award may no longer be exercised, any Stock under the Equity Award that the Company has not issued returns to the Stock Pool.

When an Option is traded in under an Option Exchange Program, the Stock under the Option returns to the Stock Pool.

When the Company holds back shares under a Cashless Exercise Program, the Stock the Company holds back returns to the Stock Pool.

When Restricted Stock is forfeited to the Company, those shares return to the Stock Pool.

When the Company uses a right to buy Restricted Stock back, the shares the Company buys return to the Stock Pool.

Stock stops returning to the Stock Pool when this plan terminates.

Adjusting the Size of the Stock Pool

The number of shares in the Stock Pool may be adjusted under Adjustments. The Administrator may not issue more than the initial number of Shares in the Stock Pool under Incentive Stock Options unless the Tax Code allows the Administrator to do so with Shares that have returned to the Stock Pool.

Administration

Who Administers this Plan

The Board will decide who administers this plan as Administrator. The Board may:

make the Board itself the Administrator

make a Committee the Administrator

make both the Board and a Committee the Administrator, and decide their relative responsibilities

Officers

If Applicable Law allows, the Board may allow a Company officer or group of Company officers to make Equity Awards within limits set by the Board. The Board may not allow Company officers to make Equity Awards to those covered by section 16 of the Exchange Act.

Changing Who Administers the Plan

The Board may change the Administrator over time. If the Board makes a Committee the Administrator of any part of this plan, the Board may add, remove, and replace Committee members, and dissolve the Committee as a whole, as Applicable Law allows. If the Board has a Committee administer this plan under Rule 16b-3 ("Transactions between an issuer and its officers or directors") or section 162(m) of the Tax Code ("Certain excessive employee remuneration"), the Board must follow those laws in making changes to the Committee, too.

What the Administrator Does

Subject to When Participants Must Agree to Changes:

The Administrator will decide the Fair Market Value under Determining Fair Market Value.

The Administrator will decide which Company Employees and Consultants receive Equity Awards.

The Administrator will decide the number of shares of Stock under each Equity Award.

The Administrator will approve form agreements for Equity Awards and other documents under this plan.

The Administrator will decide the terms of Equity Awards, without contradicting this plan.

The Administrator may amend Equity Award agreements.

The Administrator may buy out options under Option Buyout.

The Administrator may set up and administer a Cashless Exercise Program.

The Administrator may set up and administer an Option Exchange Program without additional Company stockholder approval.

The Administrator may add terms to this plan under Terms for Foreign Participants.

The Administrator may decide what the terms of this plan, documents under this plan, any Award Packet, and other documents for Equity Awards, mean. The Administrator's decisions about meaning will consistently apply to every Participant.

Determining Fair Market Value

The Administrator alone will decide Fair Market Value, in the way it thinks best. The Administrator's decisions on Fair Market Value will consistently apply to every Participant.

Indemnification

If anyone involved in administering this plan, as a member of the Board, a Committee, or a Company officer, becomes involved in legal action related to this plan or an Equity Award under it, the Company will pay all the losses, costs, liability, judgments, and reasonable expenses they incur as a result. The Company will not pay any settlement amounts it did not approve in advance, nor any amounts at all for anyone as a result of legal action in which a court finds that they failed to act in good faith. To receive payment, those covered must give the Company the chance to take over defending the legal action, at Company expense, before they start defending it themselves. This indemnification right does not replace or limit any other rights to indemnification those covered may have under state law, contracts, the Company's governing documents, or otherwise.

Issuing Stock

The Company will not issue any Stock under this plan unless the Company, with its lawyers, decides that doing so is permitted by Applicable Law, no matter what other parts of this plan or an Award Packet say. The Company will not be liable to anyone for delaying or refusing to issue Stock in a way it believes might break Applicable Law. If the Company's lawyers request, the Company may require a Participant to make a written statement for compliance with securities laws exemptions or other Applicable Law when they exercise an Option or buy Restricted Stock.

When Participants Must Agree to Changes

The Administrator may not make any change to an Equity Award or Award Packet with a significant negative effect on the Participant, unless the Participant agrees.

Equity Awards Generally

Who May Receive Which Kinds of Equity Awards

The Administrator may grant Nonstatutory Stock Options and Restricted Stock to Consultants, Employees of the Company, and Employees of Affiliates. The Administrator may grant Incentive Stock Options only to Employees of the Company.

Award Dates

The Administrator will decide the date of each Equity Award. If the Administrator does not make a specific decision for an Equity Award, the date of that Equity Award is the day the Administrator decided to grant the Equity Award.

No Employment Rights

Neither this plan nor any Award Packet promises anyone continued employment or contract work.

Beneficiaries

With the Company's advance written permission, a Participant may designate beneficiaries for an Equity Award by filing a Company-approved form. A Participant may change their designation by filing a Company-approved form. Unless an Award Packet says otherwise, if a deceased Participant did not designate a beneficiary for an Equity Award who survives them, the Equity Award goes to those entitled under the Participant's will or inheritance law.

Options

Kinds of Options

Each Option under this plan will be either an Incentive Stock Option or a Nonstatutory Stock Option.

$100,000 Limit

Section 422(d) of the Tax Code sets a $100,000 Fair Market Value limit on the number of a Participant's Options that may be Incentive Stock Options in a calendar year. Incentive Stock Options that exceed that limit will be treated as Nonstatutory Stock Options.

Option Terms

An Option Packet will set the term of each Option under this plan, within these limits:

Per section 422(b)(3) of the Tax Code, the longest term for any Option is ten years from the day granted.

Per section 422(c)(5) of the Tax Code, the longest term for any Option granted someone who is then a Ten Percent Holder is five years from the day granted.

If an Option Packet sets the term of an Option over these limits, the term of the Option is the limit, no matter what the Option Packet says.

Exercise Prices

Incentive Stock Option Exercise Prices

Subject to Special Exercise Prices, an Option Packet will set the exercise price of each Incentive Stock Option, within these limits:

Per section 422(c)(5) of the Tax Code, the lowest exercise price for an Incentive Stock Option granted an Employee who is then a Ten Percent Holder is 110% of Fair Market Value on grant.

Otherwise, per section 422(b)(4) of the Tax Code, the lowest exercise price for an Incentive Stock Option is Fair Market Value on grant.

If the exercise price in an Option Packet goes over these limits, the exercise price of the Option is the limit, no matter what the Option Packet says.

Nonstatutory Stock Option Exercise Prices

Subject to Adjustments and Special Exercise Prices, the Administrator will decide the exercise price of each Nonstatutory Stock Option. If the exercise price of a Nonstatutory Stock Option is less than Fair Market Value on grant, the terms of the Option will abide by section 409A of the Tax Code ("Inclusion in gross income of deferred compensation...") and other Applicable Law.

Special Exercise Prices

The Administrator may set lower exercise prices as part of a Corporate Transaction.

Payment to Exercise Options

The Administrator will decide how each Participant must pay to exercise Options under this plan. For Incentive Stock Options, the Administrator will decide when granted. The Administrator may allow payment by any Standard Payment Method, considering the benefit to the Company of each. The Administrator may refuse to accept any kind of payment at time of exercise.

Exercise

Who May Exercise

Subject to Transfer Limits on Equity Awards, only the holder of an Option may exercise it.

Exercise Terms

The Administrator will decide how each Option may be exercised, and spell it out in the Option Packet.

Leaves of Absence

The Administrator may decide that Option vesting should pause during a leave of absence. If the Administrator does not make a specific decision, Option vesting continues during paid leave to the fullest legal extent under Applicable Law.

Military Leave

Option vesting pauses during unpaid military leave. When a Participant returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, they receive the Option vesting credit under Options they would have received if they had continued providing Service to the Company during military leave just as they had before military leave.

Minimum Exercise

Options may not be exercised for fractions of a share. The Administrator may require a Participant exercise for a minimum number of shares under an Option, so long as the minimum does not stop the Participant exercising for all the vested shares of Stock under the Option.

Exercise Process

An Option is considered exercised once all of these have happened:

The Company receives written notice of exercise that meets the requirements of the Option Packet and this plan.

The Company receives full payment.

The Company has covered, or arranged to cover, all tax obligations under Tax.

Stockholder Rights from Options

A Participant exercising an Option does not have the right to vote, the right to receive dividends, or any other right as owner of the Stock they are purchasing until the Company issues the Stock and records their ownership in its corporate books or with its transfer agent. Subject to Adjustments, the Company will not adjust dividend or other rights based on record dates before the Company issues and records the Stock.

Leaving the Company

The Administrator will decide whether and how long a Participant may exercise each Option after their Service to the Company ends, and set those terms out in the Option Packet. The Administrator may waive or change their decision at any time. Unless an Option Packet says otherwise, these terms apply:

Deadline to Exercise

If an Option is not exercised before its deadline, the Option immediately terminates.

Disability

Under section 422(c)(6) of the Tax Code, if a Participant's Service to the Company ends because of their Disability, the deadline to exercise an Option is the first anniversary of their Last Day.

Death

Under section 422(b)(5) of the Tax Code, if a Participant dies, either during their Service to the Company or within three months of their Last Day, the deadline to exercise their Option is the first anniversary of their Last Day.

For Cause

If the Company ends a Participant's Service to the Company for Cause, all their Options terminate as soon as they learn their Service to the Company has ended. If the Company suspends a Participant's Service to the Company to investigate whether to end for Cause, all rights under all their Options suspend until the investigation ends. These rules do not limit any Company right to purchase shares under any Option that have not vested.

Default Exercise Deadline

Otherwise, the deadline to exercise an Option is three months after the Participant's Last Day.

Option Buyout

The Administrator may offer to buy out Options for cash or Stock. The Administrator will decide and give its terms for a buyout to the Participant when it makes its offer.

Restricted Stock

Restricted Stock Offers

The Company will give those granted Restricted Stock the terms of their offers in writing. The terms of each offer will include at least:

the number of shares of Stock they may buy

the price, if any

the deadline for accepting the offer

Restricted Stock Price

The Administrator will decide the price, and may also grant Restricted Stock free of charge as permitted by Applicable Law.

Payment for Restricted Stock

The Administrator will decide how each Participant must pay for Restricted Stock. The Administrator may allow payment by any Standard Payment Method.

Accepting Restricted Stock Offers

A Participant accepts an offer to buy Restricted Stock by agreeing to the terms of a Restricted Stock Packet from the Administrator.

Buyback

Default Buyback Right

Unless the Administrator decides differently, each Restricted Stock Packet will give the Company the right to buy back Restricted Stock at the price the purchaser originally paid, whenever the buyer's Service to the Company ends for any reason. The Company may pay for buybacks by canceling Participant debt to the Company. The Administrator will decide how the Company's buyback right lapses.

Buyback and Leave

Unless a Restricted Stock Packet says otherwise, lapsing of any Company buyback right pauses during unpaid leave and continues during paid leave. The Administrator may pause or continue lapsing of any Company buyback right in a different way at any time, as Applicable Law allows. Lapsing of any Company buyback right pauses during unpaid military leave. But when a Participant returns from military leave with rights under the Uniform Services Employment and Reemployment Rights Act, buyback rights under their Equity Awards of Restricted Stock lapse as they would have if the Participant had continued providing Service to the Company during military leave as they had before military leave.

Other Terms

The Administrator may add any other terms, without contradicting this plan, to any Restricted Stock Packet. The Administrator need not offer each Participant the same terms.

Stockholder Rights from Restricted Stock

A Participant purchasing Restricted Stock does not have the right to vote, the right to receive dividends, or any other right as owner of the Stock they purchase until the Company issues the shares and records their ownership in its corporate books or with its transfer agent. Subject to Adjustments, the Company will not adjust dividend or other rights based on record dates before the Company issues and records the Stock.

Tax

Arrangements for Tax

Receiving an Equity Award, exercising an Equity Award, vesting, and buyback right lapsing are all conditional on the Participant making any arrangements the Administrator requires for covering tax obligations under Applicable Law. The Company will not issue Stock until tax obligations are covered.

Cashless Exercise

The Administrator may allow a Participant to cover all or part of their tax obligations through a Cashless Exercise Program, by surrendering shares of Stock they already own, or both. Unless the Company gives specific permission, each transaction under a Cashless Exercise Program must either be broker-assisted or limited to avoid financial accounting charges, and the Participant must have held shares surrendered under a Cashless Exercise Program for enough time to avoid financial accounting charges. Applicable Law may impose other restrictions.

Adjustments

Automatic Adjustment

Subject to any stockholder approval required by Applicable Law, all Stock Prices and Amounts under this plan will be adjusted, proportionally, whenever the Company makes a Corporate Change Affecting Stock.

Administrator Adjustment

The Administrator may adjust any Stock Prices and Amounts as it thinks appropriate whenever the Company does a Reorganization.

No Other Adjustments

Otherwise, the fact that the Company issues Stock or securities convertible to Stock will not affect or trigger any adjustment to Stock Prices and Amounts under any Equity Award.

Effect on Additional Stock

Whenever a Corporate Change Affecting Stock or Reorganization leads to an adjustment of a Participant's Equity Award or Award Packet so that it covers more or different securities, those securities are subject to the same terms.

Dissolution and Liquidation

Unless the Administrator decides differently, every Equity Award terminates immediately before the Company dissolves or liquidates.

Corporate Transactions

The Administrator will decide how to treat each Equity Award whenever the Company does a Corporate Transaction, without consent from any Participant. The Administrator may treat Equity Awards differently. For example, the Administrator may decide that:

The Company, if it survives the Corporate Transaction, will continue an outstanding Equity Award.

A corporation that survives the Corporate Transaction, or its parent company, will continue an outstanding Equity Award.

A corporation that survives the Corporate Transaction, or its parent company, will substitute a new option or equity award for an Equity Award.

The Company will cancel the Equity Award in exchange for payment of the amount by which the Fair Market Value of the Stock under the Equity Award exceeds the exercise price or purchase price under the Equity Award on the day it is exchanged.

The Company will cancel the Equity Award for nothing.

Transfer Limits

Transfer Limits on Equity Awards

No Award Transfer

Other than under Transfer by Will and Inheritance, While the Company Relies on 12h-1(f), and Transfers to Trusts, Award Transfer is not allowed.

Transfer by Will and Inheritance

Award Transfer by will or under inheritance law is allowed.

While the Company Relies on 12h-1(f)

With four exceptions, Award Transfer of an Option, or any Stock under any Option, is not allowed while the Company relies on the securities law exemption under Rule 12h-1(f). The Board alone will decide when the Company is relying on that exemption. The exceptions are:

A Participant may transfer to Family Members by gift or under domestic relations orders.

A Participant may transfer to a Participant's executor on death.

A Participant may transfer to a Participant's guardian on disability.

Under Rule 12h-1(f), a Participant may make any Board-approved transfer of Nonstatutory Stock Options to the Company in connection with an acquisition transaction.

Rule 12h-1(f) Disclosures

Under Rule 12h-1(f), the Company will provide each Participant the information required by Rule 701(e)(3), (4), and (5) of the Securities Act whenever the Company relies on the securities law exemption under Rule 12h-1(f). The Company may request that each Participant keep that information confidential. If a Participant refuses to keep the information confidential, the Company will provide no more information than required by Rule 12h-1(f).

Transfers to Trusts

The Administrator may allow a Participant to transfer a Nonstatutory Stock Option to a living trust or will trust, so long as the trust is set up to gift the Nonstatutory Stock Option to Family Members or pass it to beneficiaries when the maker of the trust dies.

Transfer Limits on Stock

No Transferring Stock

Stock Transfer is not allowed without the Company's advance written permission. The Company may refuse permission for a Stock Transfer for any reason.

Attempted Transfers

Any attempted Stock Transfer in violation of this plan has no legal effect. The Company will neither transfer Stock on its books or with its transfer agent, nor treat the attempted recipient the as if they have rights as a stockholder.

Approval Process

A Participant may request permission for a Stock Transfer by writing the Secretary. The Participant's request will fall under any right of first refusal, transfer provision, or other term of their Award Packet. The Participant's request to the Administrator must provide the following and any additional information the Administrator requires:

the Participant's name

the name of the proposed recipient of Stock

the number of shares of Stock to be transferred

the purchase price

The Plan

Stockholder Approval

Applicable Law may require that Company stockholders approve this plan within twelve months of adoption and any change under Changes to the Plan.

Term of the Plan

This plan starts when the Board adopts it and terminates ten years later. Subject to When Participants Must Agree to Changes, the Board may terminate this plan earlier.

Changes to the Plan

Subject to When Participants Must Agree to Changes and any Applicable Law, the Board may change this plan over time.

Terms for Foreign Participants

The Administrator may approve additions to this plan with terms to accommodate legal, tax, policy, and other differences for Equity Awards subject to foreign law. The terms of additions trump the terms of this plan as needed to accommodate those differences. They will not have any other effect on this plan or Equity Awards.

Definitions

Affiliate (plural, Affiliates) means any non-Subsidiary legal entity either:

under common control with the Company

Controlled by the Company, Subsidiaries, or the Company with Subsidiaries

Administrator means the group or groups who administer this plan.

Applicable Law means all the Legal Rules that apply in a situation. Applicable Law includes United States federal, state, and local Legal Rules, as well as Legal Rules of any stock exchange or consolidated stock price reporting system quoting prices for Stock. When foreign Legal Rules apply to an Equity Award, Applicable Law includes those Legal Rules, too.

Equity Award (plural, Equity Awards) means any grant of an Option or Restricted Stock under this plan.

Award Packet means an Option Packet or Restricted Stock Packet.

Award Transfer means selling, pledging, or assigning any interest in an Equity Award, or using any interest in an Equity Award to secure a debt. Award Transfer also means taking a short position, "put equivalent position" (as defined in Rule 16a-1(h) of the Exchange Act), or "call equivalent position" (as defined in Rule 16a-1(b) of the Exchange Act) for an Equity Award or Stock under an Equity Award. Naming a beneficiary is not an Award Transfer.

Board means the board of directors of the Company.

Cashless Exercise Program means an Administrator-approved program for paying the exercise price of an Option, or related tax obligations, at least partly with Stock under the Option, using Company-approved forms irrevocable directions to securities brokers to sell Stock and give the Company proceeds.

Cause means any of these:

A Participant broke a significant written agreement with the Company. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant failed to comply with written Company policies or rules in a significant way.

A Participant neglected or persistently performed their duties in an unsatisfactory way. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant repeatedly failed to follow reasonable, legal instructions from the Board or the CEO. The Company wrote the Participant about it. The Participant failed to fix the problem in thirty calendar days.

A Participant plead guilty to, or plead no contest to, or was convicted of a crime. That fact might do significant harm to the Company's business or reputation.

A Participant defrauded the Company or helped defraud the Company.

A Participant intentionally did significant damage to the Company's business, property, or reputation.

A Participant broke an obligation not to use or disclose proprietary information or trade secrets the Participant learned through their relationship with the Company.

Cause does not mean death or Disability. The Company alone will decide whether the Company ended a Participant's Service to the Company for Cause, and will do so in good faith. The Company's decision is final.

CEO means the chief executive officer of the Company.

Change of Control means a Corporate Transaction unless its purpose is one of these:

to transfer assets to, or combine with, a legal entity Controlled just after the Corporate Transaction by parties who Controlled the Company just before

to change the jurisdiction where the Company is incorporated

to create a holding company owned in nearly the same proportions by those who owned the Company's securities just before

to get funding for the Company in a Board-approved financing

Committee means at least one committee or subcommittee of the Board, with at least the minimum number of Director members required by Applicable Law.

Consultant (plural, Consultants) means any person or legal entity that provides or has provided services for the Company or any Parent, Subsidiary, or Affiliate, for compensation. An advisor is not a Consultant. Neither is any Employee.

Corporate Change Affecting Stock means any of:

a stock split

a reverse stock split

a stock dividend

a combination

a consolidation

a reclassification of shares

a subdivision of shares

Service to the Company means continuous service as an Employee or Consultant. Service to the Company is not considered ended when someone:

goes on military leave or any kind of Company-approved leave

transfers between Company locations

transfers between the Company, its Parents, its Subsidiaries, its Affiliates, and any of their successor companies

changes from Employee to Consultant or vice-versa

But, for an Incentive Stock Option, the Employee's Service to the Company as an Employee is considered ended after three months of leave, unless the leave is guaranteed under a contract, Applicable Law, or a Company policy. When Service to the Company ends for an Incentive Stock Option, the Incentive Stock Option becomes a Nonstatutory Stock Option.

Controlled means owning securities of a legal entity representing a majority of votes that can be cast.

Corporate Transaction means any of:

transfer of all or substantially all the Company's assets

merger, consolidation, other capital reorganization, or other business combination transaction of the Company with or into another legal entity

consummation of a transaction, or series of related transactions, in which any "person" (as 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 more than fifty percent of the Company's then outstanding capital stock

Director means a member of the Board.

Disability means being "permanently and totally disabled" under section 22(e)(3) of the Tax Code.

Employee (plural, Employees) means any person employed by the Company or any Parent, Subsidiary, or Affiliate. The Company alone will decide what factors to consider in deciding if someone is employed under Applicable Law. Payment of a director's fee does not itself show that someone is employed.

Exchange Act means the Securities Exchange Act of 1934.

Fair Market Value means, as of any date, the per share fair market value of Stock as decided under Determining Fair Market Value.

Family Members means all of:

children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, children of siblings, parents-in-law, children-in-law, and siblings-in-law of a Participant, by blood or adoption

people sharing a Participant's household who are not tenants or employees

trusts in which Family Members or the Participant have more than fifty percent of the beneficial interest

foundations in which Family Members or the Participant control management of assets

any other entities Controlled by Family Members or the Participant

Incentive Stock Option (plural, Incentive Stock Options) means an Option intended to qualify as an "incentive stock option" under section 422 of the Tax Code.

Last Day means a Participant's last full day of Service to the Company.

Legal Rules means laws, rules, regulations, and other legal requirements.

Nonstatutory Stock Option (plural, Nonstatutory Stock Options) means an Option that is not an Incentive Stock Option.

Option (plural, Options) means an option granted under this plan to purchase Stock.

Option Packet means a set of Administrator-approved documents spelling out the terms of an Option.

Option Exchange Program means an Administrator-approved program for either:

exchanging Options for Options with lower exercise prices, Restricted Stock, cash, or other property

amending Options to decrease their exercise prices, due to a drop in Fair Market Value

Parent (plural, Parents) means any corporation the Company is Controlled by, any Parent of a Parent, and so on. A corporation can become a Parent after this plan is adopted if it meets this definition.

Participant means any holder of an Equity Award or Stock issued under an Equity Award.

Reorganization means any of:

a change in the number of Company shares issued without the Company receiving any legal "consideration"

an extraordinary dividend for Stock, paid other than in Stock, with a significant effect on Fair Market Value

a recapitalization through a large nonrecurring cash dividend or otherwise

a rights offering

a reorganization

a merger

a spin-off

a split-up

a change in corporate structure

any other, similar transaction

Restricted Stock means Stock acquired under Restricted Stock.

Restricted Stock Packet means a set of Administrator-approved documents spelling out the terms for a purchase of Restricted Stock.

Rule 12h-1(f) means Rule 12h-1(f) under the Exchange Act.

Rule 16b-3 means Rule 16b-3 under the Exchange Act.

Secretary means the secretary of the Company.

Securities Act means the Securities Act of 1933.

Standard Payment Method means any of these payment methods:

cash

check

if Applicable Law allows, a promissory note, with terms decided by the Administrator

canceling debt

surrendering shares for their Fair Market Value

use of a Cashless Exercise Program

any other legal method

any combination of these methods

Stock means shares of the Company's common stock, as adjusted under Adjustments.

Stock Pool means the allotment of Stock the Administrator may issue under this plan.

Stock Prices and Amounts means all of:

the number and kind of securities in the Stock Pool

the number and kind of securities under any Equity Award

the exercise price per share under any Option

the price per share under any Company buyback right under any Equity Award

Stock Transfer means any transfer, broadly speaking, of any interest in Stock acquired under an Equity Award. Selling, gifting, placing in trust, pledging for a debt, or allowing a lien to apply to Stock are each an example of a Stock Transfer. So are transactions, like short sales, offsetting derivatives, futures, forward contracts, and other transactions that significantly change the financial risk and benefits of owning Stock and other transactions . Giving another the right to vote or take other action as a stockholder, directly or by proxy, is also a Stock Transfer. Any agreement to do a Stock Transfer is itself a Stock Transfer.

Subsidiary (plural, Subsidiaries) means any corporation Controlled by the Company, any Subsidiary of a Subsidiary, and so on. A corporation becomes a Subsidiary after this plan is adopted if it meets this definition.

Tax Code means the Internal Revenue Code of 1986.

Ten Percent Holder means a person who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, any Parent, or any Subsidiary, on the day an Equity Award is granted.