Sample Stock Option Plan

Organization’s Principal Product or Service: Software

Number of Full-Time Employees: 150

Eligible Employees as a Percent of Total Company Employment: 100.0%

Specifics Regarding this Long-Term Incentive Plan:

• Employee Group(s) Eligible for Awards:
  • Top Management
  • Management (excluding Top Management)
  • Exempt, Non-Management
  • Nonexempt Office Personnel
  • Nonexempt Technical, Skilled and/or Semi-Skilled Personnel

• Type of Award(s) Granted Under the Plan:
  • Non-Qualified Options
  • Incentive Stock Options
  • Features Included in the Plan:
  • Employees Outside the U.S. are Eligible
  • Non-Employee Directors of the Company are Eligible
  • All U.S. Employee are Eligible
  • All Employees Worldwide are Eligible (with Legal Exceptions, as necessary)
  • Plan has Change-of-Control Feature

STOCK OPTION PLAN

1. GENERAL PROVISIONS

   1. PURPOSE OF THE PLAN
      This Stock Option Plan is intended to promote the interests of the Company,by providing eligible persons with the opportunity to acquire a proprietaryinterest, or otherwise increase their proprietary interest, in the Corporationas an incentive for them to remain in the service of the Corporation.

      
      

      Capitalized terms herein shall have the meanings assigned to such terms inthe attached Appendix.

   2. STRUCTURE OF THE PLAN

      1. The Plan constitutes an Option Grant Program under which eligible personsmay, at the discretion of the Plan Administrator, be granted options to purchaseshares of Common Stock.

      2. The provisions of Sections I and III shall govern the interests of allpersons under the Plan.

   3. ADMINISTRATION OF THE PLAN

      1. The Plan shall be administered by the Board. However, any or alladministrative functions otherwise exercisable by the Board may be delegated tothe Committee. Members of the Committee shall serve for such period of time asthe Board may determine and shall be subject to removal by the Board at anytime. The Board may also at any time terminate the functions of the Committeeand reassume all powers and authority previously delegated to the Committee.

      2. Subject to approval, if necessary, of any regulatory authorities, the PlanAdministrator shall have full power and authority (subject to the provisions ofthe Plan) to establish such rules and regulations as it may deem appropriate forproper administration of the Plan and to make such determinations under, andissue such interpretations of, the Plan and any outstanding options thereunderas it may deem necessary or advisable. Decisions of the Plan Administrator shallbe final and binding on all parties who have an interest in the Plan or anyoption thereunder.

   4. ELIGIBILITY

      1. The persons eligible to participate in the Plan are as follows:

         1. Employees,

         2. non-employee members of the Board or the non-employee members of theboard of directors of any Parent or Subsidiary, and

         3. consultants and other independent advisors who provide services to theCorporation (or any Parent or Subsidiary).

      2. The Plan Administrator shall have full authority to determine whicheligible persons are to receive option grants, the time or times when suchoption grants are to be made, the number of shares to be covered by each suchgrant, the status of the granted option as either an Incentive Option or aNon-Statutory Option, the time or times at which each option is to becomeexercisable, the vesting schedule (if any) applicable to the option shares andthe maximum term for which the option is to remain outstanding.

   5. STOCK SUBJECT TO THE PLAN

      1. The stock issuable under the Plan shall be shares of authorized butunissued or reacquired Common Stock. The maximum number of shares of CommonStock which may be issued over the term of the Plan shall not exceed 7,500,000shares.

      2. Shares of Common Stock subject to outstanding options shall be availablefor subsequent issuance under the Plan to the extent (i) the options expire orterminate for any reason prior to exercise in full or (ii) the options arecancelled in accordance with the cancellation-regrant provisions of Section II.Unvested shares issued under the Plan and subsequently repurchased by theCorporation, at the option exercise price paid per share, pursuant to theCorporation’s repurchase rights under the Plan shall be added back to the numberof shares of Common Stock reserved for issuance under the Plan and shallaccordingly be available for reissuance through one or more subsequent optiongrants under the Plan.

      3. Should any change be made to the Common Stock by reason of any stocksplit, stock dividend, recapitalization, combination of shares, exchange ofshares or other change affecting the outstanding Common Stock as a class withoutthe Corporation’s receipt of consideration, appropriate adjustments shall bemade to (i) the maximum number and/or class of securities issuable under thePlan and (ii) the number and/or class of securities and the exercise price pershare in effect under each outstanding option in order to prevent the dilutionor enlargement of benefits thereunder. The adjustments determined by the PlanAdministrator shall be final, binding and conclusive. In no event shall any suchadjustments be made in connection with the conversion of one or more outstandingshares of the Corporation’s preferred stock into shares of Common Stock.

2. OPTION GRANT PROGRAM

   1. OPTION TERMS

      
      

      Each option shall be evidenced by one or more documents in the form approvedby the Plan Administrator; provided, however, that each such document shallcomply with the terms specified below. Each document evidencing an IncentiveOption shall, in addition, be subject to the provisions of the Plan applicableto such options.

      1. Exercise Price

         1. The exercise price per share shall be fixed by the Plan Administrator inaccordance with the following provisions:

            1. The exercise price per share shall not be less than one hundred percent(100%) of the Fair Market Value per share of Common Stock on the option grantdate.

            2. If the person to whom the option is granted is a 10% Shareholder, thenthe exercise price per share shall not be less than one hundred ten percent(110%) of the Fair Market Value per share of Common Stock on the option grantdate.

         2. The exercise price shall become immediately due upon exercise of theoption and shall, subject to the provisions of Section III.A and the documentsevidencing the option, be payable in cash or check made payable to theCorporation. Should the Common Stock be registered under Section 12(g) of the1934 Act at the time the option is exercised, then the exercise price may alsobe paid as follows:

            1. in shares of Common Stock held for the requisite period necessary toavoid a charge to the Corporation’s earnings for financial reporting purposesand valued at Fair Market Value on the Exercise Date, or

            2. to the extent the option is exercised for vested shares, through aspecial sale and remittance procedure pursuant to which the Optionee shallconcurrently provide irrevocable written instructions (A) to aCorporation-designated brokerage firm to effect the immediate sale of thepurchased shares and remit to the Corporation, out of the sale proceedsavailable on the settlement date, sufficient funds to cover the aggregateexercise price payable for the purchased shares plus all applicable Federal,state and local income and employment taxes required to be withheld by theCorporation by reason of such exercise and (B) to the Corporation to deliver thecertificates for the purchased shares directly to such brokerage firm in orderto complete the sale.

               
               

               Except to the extent such sale and remittance procedure is utilized, paymentof the exercise price for the purchased shares must be made on the ExerciseDate.

      2. Exercise and Term of Options. Each option shall be exercisable at suchtime or times, during such period and for such number of shares as shall bedetermined by the Plan Administrator and set forth in the documents evidencingthe option grant. However, no option shall have a term in excess of ten (10)years measured from the option grant date.

      3. Effect of Termination of Service

         1. The following provisions shall govern the exercise of any options held bythe Optionee at the time of cessation of Service or death:

            1. Should the Optionee cease to remain in Service for any reason other thanDisability or death, then the Optionee shall have a period of three (3) monthsfollowing the date of such cessation of Service during which to exercise eachoutstanding vested option held by such Optionee.

            2. Should Optionee’s Service terminate by reason of Disability, then theOptionee shall have a period of twelve (12) months following the date of suchcessation of Service during which to exercise each outstanding vested optionheld by such Optionee.

            3. If the Optionee dies while holding an outstanding option, then thepersonal representative of his or her estate or the person or persons to whomthe option is transferred pursuant to the Optionee’s will or the laws ofinheritance shall have a twelve (12)-month period following the date of theOptionee’s death to exercise such vested option.

            4. Under no circumstances, however, shall any such vested option beexercisable after the specified expiration of the option term.

            5. During the applicable post-Service exercise period, the option may not beexercised in the aggregate for more than the number of vested shares for whichthe option is exercisable on the date of the Optionee’s cessation of Service.Upon the expiration of the applicable exercise period or (if earlier) upon theexpiration of the option term, the option shall terminate and cease to beoutstanding for any vested shares for which the option has not been exercised.However, the option shall, immediately upon the Optionee’s cessation of Service,terminate and cease to be outstanding with respect to any and all option sharesfor which the option is not otherwise at the time exercisable or in which theOptionee is not otherwise at that time vested.

         2. The Plan Administrator shall have the discretion, exercisable either atthe time an option is granted or at any time while the option remainsoutstanding, to:

            1. extend the period of time for which the option is to remain exercisablefollowing Optionee’s cessation of Service or death from the limited periodotherwise in effect for that option to such greater period of time as the PlanAdministrator shall deem appropriate, but in no event beyond the expiration ofthe option term; and/or

            2. permit the option to be exercised, during the applicable post-Serviceexercise period, not only with respect to the number of vested shares of CommonStock for which such option is exercisable at the time of the Optionee’scessation of Service but also with respect to one or more additionalinstallments in which the Optionee would have vested under the option had theOptionee continued in Service.

      4. Shareholder Rights. The holder of an option shall have no shareholderrights with respect to the shares subject to the option until such options vestand such person shall have exercised the option, paid the exercise price andbecome a holder of record of the purchased shares.

      5. First Refusal Rights. Until such time as the Common Stock is firstregistered under Section 12(g) of the 1934 Act, the Corporation shall have theright of first refusal with respect to any proposed disposition by the Optionee(or any successor in interest) of any shares of Common Stock issued under thePlan. Such right of first refusal shall be exercisable in accordance with theterms established by the Plan Administrator and set forth in the documentevidencing such right.

      6. Repurchase Rights. Until such time as the Common Stock is first registeredunder Section 12(g) of the 1934 Act, the Corporation shall have the right torepurchase any or all of the shares of Common Stock held by an Optionee (whethervested or unvested) upon the Optionee’s cessation of employment or service withthe Corporation or any of its Subsidiaries for any reason, upon the termsestablished by the Plan Administrator and set forth in the document evidencingsuch right.

      7. Limited Transferability of Options. During the lifetime of the Optionee,the option shall be exercisable only by the Optionee and shall not be assignableor transferable other than by will or by the laws of descent and distributionfollowing the Optionee’s death.

      8. Withholding. The Corporation’s obligation to deliver shares of CommonStock upon the exercise of any options granted under the Plan shall be subjectto the satisfaction of all applicable Federal, state and local income andemployment tax withholding requirements.

   2. INCENTIVE OPTIONS

      
      

      The terms specified below shall be applicable to all Incentive Options.Except as modified by the provisions of this Section B, all the provisions ofthe Plan shall be applicable to Incentive Options. Options which arespecifically designated as Non-Statutory Options shall not be subject to theterms of this Section B.

      1. Eligibility. Incentive Options may only be granted to Employees.

      2. Exercise Price. The exercise price per share shall not be less than onehundred percent (100%) of the Fair Market Value per share of Common Stock on theoption grant date.

      3. Dollar Limitation. The aggregate Fair Market Value of the shares of CommonStock (determined as of the respective date or dates of grant) for which one ormore options granted to any Employee under the Plan (or any other option plan ofthe Corporation or any Parent or Subsidiary) may for the first time becomeexercisable as Incentive Options during any one (1) calendar year shall notexceed the sum of One Hundred Thousand Dollars ($100,000). To the extent theEmployee holds two (2) or more such options which become exercisable for thefirst time in the same calendar year, the foregoing limitation on theexercisability of such options as Incentive Options shall be applied on thebasis of the order in which such options are granted.

      4. 10% Shareholder. If any Employee to whom an Incentive Option is granted isa 10% Shareholder, then the option term shall not exceed five (5) years measuredfrom the option grant date.

   3. CORPORATE TRANSACTION

      1. The Plan and each option outstanding under the Plan at the time of aCorporate Transaction shall terminate and cease to be outstanding, but onlyafter each Optionee (or the successor in interest) has been given, for theperiod often (10) days ending five (5) days before the effective date of theCorporate Transaction (or such longer period as the Board of Directors mayspecify), the right to exercise any unexpired option in full or in part, butonly to the extent that, on the date of such Corporate Transaction, suchOptionee’s right to exercise such option has vested pursuant the terms of theapplicable option agreement and has not previously been exercised. However, theoutstanding options shall not terminate and cease to be outstanding on such anaccelerated basis if and to the extent such options are assumed by the successorcorporation (or parent thereof) in the Corporate Transaction.

      2. In the event of a Corporate Transaction, all Unvested Option Shares notassumed by the successor corporation (or parent thereof) shall be immediatelysurrendered to the Corporation for cancellation, and the Optionee will have nofurther shareholder rights with respect to those shares. To the extent theunvested surrendered shares were previously issued to the Optionee considerationpaid in cash or cash equivalent (including the Optionee’s purchase-moneyindebtedness), the Corporation shall repay to the Optionee the cashconsideration paid for the surrendered shares and shall cancel the unpaidprincipal balance of any outstanding purchase-money note of the Optioneeattributable to such surrendered shares.

      3. Each option which is assumed in connection with a Corporate Transactionshall be appropriately adjusted, immediately after such Corporate Transaction,to apply to the number and class of securities which would have been issuable tothe Optionee in consummation of Corporate Transaction, had the option beenexercised immediately prior to such Corporate Transaction. Appropriateadjustments shall also be made to (i) the number and class of securitiesavailable for issuance under the Plan following the consummation of suchCorporate Transaction and (ii) the exercise price payable per share under eachoutstanding option, provided the aggregate exercise price payable for suchsecurities shall remain the same.

      4. Subject to approval, if any, of any regulatory authorities, the PlanAdministrator shall have the discretion, exercisable either at the time theoption is granted or at any time while the option remains outstanding, toprovide for the automatic acceleration (in whole or in part) of one or moreoutstanding options or Unvested Option Shares (and the automatic termination ofone more outstanding repurchase rights, with the immediate vesting of the sharesof Common Stock subject to those terminated rights) upon the occurrence of aCorporate Transaction, whether not those options or Unvested Option Shares areto be assumed or replaced in the Corporate Transaction.

      5. Subject to approval, if any, of any regulatory authorities, the PlanAdministrator shall have full power and authority, exercisable either at thetime the option is granted or at any time while the option remains outstanding,to structure such option so that the shares subject to that option willautomatically vest on an accelerated basis should the Optionee’s Serviceterminate by reason of an Involuntary Termination within a period designated bythe Plan Administrator following the effective date of any Corporate Transactionin which the option is assumed and the repurchase rights applicable to thoseshares do not otherwise terminate. Any such option shall remain exercisable forthe fully-vested option shares until the earlier of (i) the expiration of theoption term or (ii) the expiration of the one (1)-year period measured from theeffective date of the Involuntary Termination, or for such other period of timeas the Plan Administrator may designate. In addition, the Plan Administrator mayprovide that one or more of the outstanding repurchase rights with respect toshares held by the Optionee at the time of such Involuntary Termination shallimmediately terminate on an accelerated basis, and the shares subject to thoseterminated rights shall accordingly vest.

      6. The portion of any Incentive Option accelerated in connection with aCorporate Transaction shall remain exercisable as an Incentive Option only tothe extent the applicable One Hundred Thousand Dollar ($100,000) limitation isnot exceeded. To the extent such dollar limitation is exceeded, the acceleratedportion of such option shall be exercisable as a Non-Statutory Option under theFederal tax laws.

      7. The grant of options under the Plan shall in no way affect the right ofthe Corporation to adjust, reclassify, reorganize or otherwise change itscapital or business structure or to merge, consolidate, dissolve, liquidate orsell or transfer all or any part of its business or assets.

   4. CANCELLATION AND REGRANT OF OPTIONS

      
      

      The Plan Administrator shall have the authority to effect, at any time andfrom time to time, with the consent of the affected option holders, thecancellation of any or all outstanding options under the Plan and to grant insubstitution therefor new options covering the same or different number ofshares of Common Stock but with an exercise price per share based on the FairMarket Value per share of Common Stock on the new option grant date.

3. MISCELLANEOUS

   1. FINANCING

      
      

      The Plan Administrator may permit any Optionee or Participant to pay theoption exercise price to such person under the Plan by delivering afull-recourse, interest-bearing promissory note payable in one or moreinstallments which shall be fully secured. In no event shall the maximum creditavailable to the Optionee or Participant exceed the sum of (i) the aggregateoption exercise price or purchase price payable for the purchased shares plus(ii) any Federal, state and local income and employment tax liability incurredby the Optionee or the Participant in connection with the option exercise orshare purchase.

   2. EFFECTIVE DATE AND TERM OF PLAN

      1. The Plan shall become effective when adopted by the Board, but no optiongranted under the Plan may be exercised, and no shares shall be issued under thePlan, until the Plan is approved by the Corporation’s shareholders andregulatory authorities. If such shareholder or regulatory approval is notobtained within twelve (12) months after the date of the Board’s adoption of thePlan, then all options previously granted under the Plan shall terminate andcease to be outstanding, and no further options shall be granted and no sharesshall be issued under the Plan. Subject to such limitation, the PlanAdministrator may grant options and issue shares under the Plan at any timeafter the effective date of the Plan and before the date fixed herein fortermination of the Plan.

      2. The Plan shall terminate upon the earliest of (i) the expiration of theten (10)-year period measured from the date the Plan is adopted by the Board,(ii) the date on which all shares available for issuance under the Plan shallhave been issued or (iii) the termination of all outstanding options inconnection with a Corporate Transaction. All options and unvested stockissuances outstanding at that time under the Plan shall continue to have fullforce and effect in accordance with the provisions of the documents evidencingsuch options or issuances.

   3. AMENDMENT OF THE PLAN

      1. The Board shall have complete and exclusive power and authority to amendor modify the Plan in any or all respects. However, no such amendment ormodification shall adversely affect the rights and obligations with respect tooptions or unvested stock issuances at the time outstanding under the Planunless the Optionee or the Participant consents to such amendment ormodification. In addition, certain amendments may require shareholder and/orregulatory approval pursuant to applicable laws and regulations.

      2. Options may be granted under the Option Grant Program that are in excessof the number of shares of Common Stock then available for issuance under thePlan, provided any excess shares actually issued under those programs shall beheld in escrow until there is obtained shareholder and regulatory approval of anamendment sufficiently increasing the number of shares of Common Stock availablefor issuance under the Plan. If such shareholder and regulatory approval is notobtained within twelve (12) months after the date the first such excessissuances are made, then (i) any unexercised options granted on the basis ofsuch excess shares shall terminate and cease to be outstanding and (ii) theCorporation shall promptly refund to the Optionees and the Participants theexercise or purchase price paid for any excess shares issued under the Plan andheld in escrow, together with interest (at the applicable Short Term FederalRate) for the period the shares were held in escrow, and such shares shallthereupon be automatically cancelled and cease to be outstanding.

   4. USE OF PROCEEDS

      
      

      Any cash proceeds received by the Corporation from the sale of shares ofCommon Stock under the Plan shall be used for general corporate purposes.

   5. WITHHOLDING

      
      

      The Corporation’s obligation to deliver shares of Common Stock upon theexercise of any options or upon the vesting of any shares issued under the Planshall be subject to the satisfaction of all applicable Federal, state and localincome and employment tax withholding requirements.

   6. REGULATORY APPROVALS

      
      

      The implementation of the Plan, the granting of any options under the Planand the issuance of any shares of Common Stock upon the exercise of any optionshall be subject to the Corporation’s procurement of all approvals and permitsrequired by regulatory authorities having jurisdiction over the Plan, theoptions granted under it and the shares of Common Stock issued pursuant to it.

   7. NO EMPLOYMENT OR SERVICE RIGHTS

      
      

      Nothing in the Plan shall confer upon the Optionee or the Participant anyright to continue in Service for any period of specific duration or interferewith or otherwise restrict in any way the rights of the Corporation (or anyParent or Subsidiary employing or retaining such person) or of the Optionee orthe Participant, which rights are hereby expressly reserved by each, toterminate such person’s Service at any time for any reason, with or withoutcause.

   8. FINANCIAL REPORTS

      
      

      The Corporation shall deliver a balance sheet and an income statement atleast annually to each individual holding an outstanding option under the Plan,unless such individual is a key Employee whose duties in connection with theCorporation (or any Parent or Subsidiary) assure such individual access toequivalent information.

APPENDIX

The following definitions shall be in effect under the Plan:

Affiliate

shall mean any person which directly or indirectly controls, iscontrolled by, or is under common control with, the subject person.

Board

shall mean the Corporation’s Board of Directors.

Code

shall mean the Internal Revenue Code of 1986, as amended.

Committee

shall mean a committee of two (2) or more Board members appointedby the Board to exercise one or more administrative functions under the Plan.

Common Stock

shall mean the Corporation’ s common stock.

Corporate Transaction

shall mean either of the following shareholder-approvedtransactions to which the Corporation is a party:

1. a merger or consolidation in which securities possessing more than fiftypercent (50%) of the total combined voting power of the Corporation’soutstanding securities are transferred to a person(s) who is not an Affiliate ofthe persons holding those securities immediately prior to such transaction, or

2. the sale, transfer or other disposition of all or substantially all ofthe Corporation’ s assets in complete liquidation or dissolution of theCorporation, provided, however, that a sale, transfer or other disposition ofall or substantially all of the Corporation’s assets to an Affiliate of theCorporation shall not be treated as a Corporate Transaction.

Corporation

shall mean the Company.

Disability

shall mean the inability of the Optionee or the Participant toengage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment and shall be determined by the PlanAdministrator on the basis of such medical evidence as the Plan Administratordeems warranted under the circumstances.

Employee

shall mean an individual who is in the employ of the Corporation (orany Parent or Subsidiary), subject to the control and direction of the employerentity as to both the work to be performed and the manner and method ofperformance.

Exercise Date

shall mean the date on which the Corporation shall havereceived written notice of the option exercise.

Fair Market Value

per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

1. If the Common Stock is at the time traded on the Nasdaq National Market,then the Fair Market Value shall be the closing selling price per share ofCommon Stock on the date in question, as such price is reported by the NationalAssociation of Securities Dealers on the Nasdaq National Market or any successorsystem. If there is no closing selling price for the Common Stock on the date inquestion, then the Fair Market Value shall be the closing selling price on thelast preceding date for which such quotation exists.

2. If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
3. If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.

Incentive Option

shall mean an option which satisfies the requirements ofCode Section 422.

Involuntary Termination

shall mean the termination of the Service of any individual which occurs by reason of:

1. such individual’s involuntary dismissal or discharge by the Corporationfor reasons other than Misconduct, or

2. such individual’s voluntary resignation following (A) a change in his orher position with the Corporation which materially reduces his or her level ofresponsibility, (B) a reduction in his or her level of compensation (includingbase salary, fringe benefits and target bonuses under any corporate-performancebased bonus or incentive programs) by more than fifteen percent (15%) or (C) arelocation of such individual’s place of employment by more than fifty (50)miles, provided and only if such change, reduction or relocation is effectedwithout the individual’s consent.

The Plan Administrator shall be entitled to revise the definition ofInvoluntary Termination and Misconduct with respect to individual Optionees orParticipants under the Plan.

Misconduct

shall mean the commission of any act of fraud, embezzlement ordishonesty by the Optionee or Participant, any unauthorized use or disclosure bysuch person of confidential information or trade secrets of the Corporation ( orany Parent or Subsidiary), or any other intentional misconduct by such personadversely affecting the business or affairs of the Corporation (or any Parent orSubsidiary) in a material manner. The foregoing definition shall not be deemedto be inclusive of all the acts or omissions which the Corporation (or anyParent or Subsidiary) may consider as grounds for the dismissal or discharge ofany Optionee, Participant or other person in the Service of the Corporation (orany Parent or Subsidiary).

1934 Act

shall mean the Securities Exchange Act of 1934, as amended.

Non-Statutory Option

shall mean an option not intended to satisfy therequirements of Code Section 422.

Option Grant Program

shall mean the option grant program in effect under thePlan.

Optionee

shall mean any person to whom an option is granted under the Plan.

Parent

shall mean any corporation (other than the Corporation) in an unbrokenchain of corporations ending with the Corporation, provided each corporation inthe unbroken chain (other than the Corporation) owns, at the time of thedetermination, stock possessing fifty percent (50%) or more of the totalcombined voting power of all classes of stock in one of the other corporationsin such chain.

Plan

shall mean the Corporation’s Stock Option Plan, as set forth in thisdocument.

Plan Administrator

shall mean either the Board or the Committee acting in itscapacity as administrator of the Plan.

Service

shall mean the provision of services to the Corporation (or anyParent or Subsidiary) by a person in the capacity of an Employee, a non-employeemember of the board of directors or a consultant or independent advisor, exceptto the extent otherwise specifically provided in the documents evidencing theoption grant.

Stock Exchange

shall mean either the American Stock Exchange or New YorkStock Exchange.

Subsidiary

shall mean any corporation (other than the Corporation) unbrokenchain of corporations beginning with the Corporation, provided each corporation(other than the last corporation) in the unbroken chain owns, at the time of thedetermination, stock possessing fifty percent (50%) or more of the total votingpower of all classes of stock in one of the other corporations in such chain.

10% Shareholder

shall mean the owner of stock (as determined under CodeSection 424(d)) possessing more than ten percent (10%) of the total combinedvoting power of all classes of stock of the Corporation (or any Parent orSubsidiary)

Reprinted with permission from “Exhibit Book of Long-Term IncentivePrograms,” Watson Wyatt Data Services. For more information, visit www.wwdssurveys.com or call (201) 843-1177 and ask for Customer Service.

Workforce Online, July 2002 — Register Now!