8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 30, 2008

3COM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 0-12867
(Commission
File Number) 94-2605794
(IRS Employer
Identification No.)

350 Campus Drive
Marlborough, Massachusetts
01752

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 323-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 1.01 Entry into a Material Definitive Agreement
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-10.1 Hangzhou Manufacturing Base Tenancy Agreement
Ex-10.2 3COM Corporation 2003 Stock Plan, as amended and restated effective January 1, 2009

ITEM 1.01 Entry into a Material Definitive Agreement

On December 30, 2008, our H3C subsidiary, which operates our China-based business, renewed the lease for its Hangzhou, China headquarters, effective January 1, 2009 (the “H3C Lease Agreement”). The lease is for a three-year term from January 1, 2009 through and including December 31, 2011. Under the terms of the lease agreement with landlord Huawei Technologies, H3C will pay rent of approximately RMB 34,003,653 (or USD 5 million) per year for space totaling approximately 738,369 square feet. H3C will also pay a property management fee under a separate agreement. The facility will be used for headquarters functions as well as general administrative office uses and activities such as research and development, manufacturing, storage, sales and training. H3C has the option to renew the lease at the end of the term provided the parties agree on terms and Huawei intends to use the property as a leased property. H3C may terminate the lease at any time with six months prior written notice to Huawei and a penalty payment of two months’ rent. Huawei is a significant customer of H3C.

The foregoing description of the H3C Lease Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the H3C Lease Agreement. The H3C Lease Agreement, included as Exhibit 10.1 to this Current Report on Form 8-K, is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Amendments to 2003 Stock Plan. On December 9, 2008, the Compensation Committee of the Board approved an amended and restated 2003 Stock Plan attached as Exhibit 10.2 hereto. The amendments are intended to facilitate compliance with Internal Revenue Code section 409A.

Exhibit Number	Description
10.1	Hangzhou Manufacture Base Tenancy Agreement for No. 310 Liuhe Road, Binjiang District, Hangzhou, Zhejiang, China, effective January 1, 2009, by and between Huawei Technologies Co., Ltd., as landlord, and Hangzhou H3C Technologies Co., Ltd., as tenant.
10.2	3Com Corporation 2003 Stock Plan, as amended and restated effective January 1, 2009*

* Indicates a management contract or compensatory plan.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	3COM CORPORATION
Date: January 6, 2009	By:	/s/ Neal D. Goldman
		Neal D. Goldman
		Executive Vice President, Chief Administrative and Legal Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Hangzhou Manufacture Base Tenancy Agreement for No. 310 Liuhe Road, Binjiang District, Hangzhou, Zhejiang, China, effective January 1, 2009, by and between Huawei Technologies Co., Ltd., as landlord, and Hangzhou H3C Technologies Co., Ltd., as tenant.
10.2	3Com Corporation 2003 Stock Plan, as amended and restated effective January 1, 2009*

* Indicates a management contract or compensatory plan.

EX-10.1

Exhibit 10.1

Hangzhou Manufacture Base

Tenancy Agreement

DRCH3C08C16A61)
(Contract No. :DRCH3C08C16A61 )

Project Location: No. 310 Liuhe Road, Binjiang District,
Hangzhou, Zhejiang

Landlord: Huawei Technologies Co., Ltd

Tenant: Hangzhou H3C Technologies Co., Ltd

Signing Date:

     Through amicable negotiations and pursuant to Contract Law of the People’s Republic of China and Hangzhou local regulations, this Tenancy Agreement (“Agreement”) is entered into by and between Huawei Technologies Co., Ltd (hereinafter refers as “Landlord”) and Hangzhou H3C Technologies Co., Ltd (hereinafter refers as “Tenant”) for the lease of Hangzhou manufacture base as follows:

Article 1 Premises Description

     1. Landlord hereby agrees to lease the Hangzhou Manufacture Base (hereinafter refers as “Premises”) to Tenant under the terms and conditions in this Agreement. The construction acreage of the Premises totals 68,367.59 sq.m. including: 7,687.34 sq.m.

of office building, 4,204.72 sq.m. of dining hall, 56,306.88 sq.m. of workshop and 168.65 sq.m. of hazardous goods storehouse.

     

     2. Delivery condition: Premises are delivered “as is”, Landlord shall ensure Tenant can properly use the Premises.

     3. The Property Management Agreement for the Premises will be signed separately. Landlord is entitled to change the property management company during the Term. Regardless of how the property management is conducted, Tenant shall duly pay any associated public utility charges to the relevant organization for water, electricity, gas, telephone fee, etc. Upon expiry of the Agreement, Tenant shall pay up all the public utility charges duly owed, otherwise Landlord has the right to deduct the unpaid public utility fee from the Deposit.

Article 2 Lease Permitted Use Purpose

     1. Tenant promises that the Premises are leased for the purposes of office, R&D center, workshop for manufacturing and warehousing, dining hall, etc. (“Permitted Purpose”)

     2. Tenant shall not change the Permitted Purpose and structure of the Premises without the prior written consent of Landlord during the Term.

Article 3 Lease Term, Rent, Deposit, Taxation and Payment Term

     

     1. The lease term (“Term”) of the Agreement: From January 1, 2009 through December 31, 2011.

     2. Upon the expiry of the Agreement, Tenant has the option to renew the Agreement with the same terms and conditions provided Landlord still intends to lease the Premises at that time. Tenant shall notify Landlord in writing six (6) months before the expiry date of its intention to renew the Agreement, and both parties may negotiate to adjust the rent based on the then-current market. The renewed Agreement ought to be signed three (3) months before expiry date based on mutual agreement. If no renewed Agreement or written renewal intention letter is reached three (3) months before the expiry date, the Landlord reserves the right to lease the Premises to a third party after the Agreement expires. Notwithstanding the foregoing, if Tenant is in arrears in paying any rent or property management fee the Landlord is entitled to deny Tenant’s renewal request or terminate the renewal negotiation forthwith.

     3. If the Landlord is not going to lease the Premises any longer when the Agreement expires because Landlord wants to sell, transfer, mortgage, self-use, etc., Landlord shall notify Tenant in writing nine (9) months before the expiry date.

     4. The Rent includes: RMB ___56.4___per Sq.m. / Month for office building; RMB ___56.4______per Sq.m. / Month for Dining Hall; RMB ___37.6___per Sq.m. / Month for workshop and hazardous goods storehouse. The total monthly rent for the Premises as specified in Article 1, Term 1 is RMB _2,794,192.11___ per Month; the quarterly rent is RMB _8,382,576.33____/ Quarter. All the prices above excludes property management fee (the property management fee will afforded by Tenant). The initial payment term shall commence at January 1, 2009.

     The both parties agree the Premise’s common facilities area of 1578.26 Sq.m. (includes air compression station, gas station, guests reception, water pump house and water tank, boiler room and oil tank and passageway, etc..) is not included in Premise total area and Tenant can use it for free. Except the Premise area as defined in Article 1, clause 1, Landlord shall not charge Tenant for any other parts in or surrounding Premise.

     5. Payment Terms: Rent will be paid every three months. Landlord will deliver the payment notice to Tenant by the fifth day of the last month of the previous quarter (December 5, March 5, June 5 and September 5), the rent of the then-current quarter

shall be due and payable by the tenth working day of that quarter. If the tenancy does not extend through an entire lease quarter due to prior termination or other reasons, the rent shall be calculated and paid on a daily basis.

     6. Late payment: If the Tenant fails to pay the rent in full when due to Landlord, Tenant will be surcharged by 5 ten thousandth of overdue amount per day starting from the day after it is due date until the Tenant pays up all the late rent and associated surcharge. If the Tenant defaults in paying the rent for more than one month without the prior written consent of Landlord, Landlord shall deliver a reminder notice to Tenant in writing, and it will constitute a material breach if Tenant fails to cure it within required period as specified in the reminder notice after Tenant receives it, upon which Landlord reserves the right to terminate this Agreement.

     7. Tenant shall pay two months’ rent of RMB 5,588,384.22 as deposit (“Deposit”) to Landlord. The deposit of RMB___3,954,478____paid by Tenant to Landlord under the HANGZHOU REAL ESTATE LEASE AGREEMENT signed on January 1, 2004 will continue to be kept by Landlord as deposit under this Agreement, Tenant shall pay margin of RMB___1,633,906.22______within (10) business days after the Agreement becomes effective. Upon the expiry or early termination of this Agreement, Landlord shall return the Deposit, free of interest, to Tenant, within twentieth (20) days after Tenant has completed all the payments and fulfilled all the handover procedures as set forth in this Agreement. Provided Tenant has caused material damage to the substantial structure of Premises (subject to confirmation by both parities or certification of any third party organization that is mutually acceptable to both parties), or defaults in paying any rent or property management fee, Landlord is entitled to deduct such damage, rent or fees from the Deposit. In case the Deposit is insufficient for such cost, Landlord has the right to claim the remaining amount due from Tenant.

     

     8. The applicable taxes under this Agreement shall be sepearatly borne by both parties pursuant to relevant laws.

     

     9. All payments hereunder shall be made in RMB.

     

 [PERSONAL INFORMATION OMITTED]
 [PERSONAL INFORMATION OMITTED]

     10. Tenant shall pay the rent to the following account of Landlord:

Payee: Huawei Technologies Co., Ltd.

Account: [PERSONAL INFORMATION OMITTED]

Open Bank: [PERSONAL INFORMATION OMITTED]

     If the above information of “Payee,” “Account” and “Open Bank” is to be changed, Landlord shall notify Tenant in writing and such change will apply to Tenant only after an amendment to this Agreement is signed by both parties. If Tenant fails to sign an amendment at least twenty (20) days after Tenant receives the change notice and such failure is attributed to Tenant, Tenant shall make payment to updated Payee, Account and Open Bank as notified by Landlord, otherwise any negative results from using the previous Payee, Account or Open Bank shall be borne by Tenant.

Article 4 Sublet

     1. The Tenant shall not assign or sublease the Premises in whole or in part, nor shall it transfer any right thereof to any other third party without Landlord’s prior written consent, except for those wholly owned, joint ventures and controlled entities of Tenant who are authorized to use this Premises in whole or in part without Landlord’s permission. Landlord shall assist Tenant to go through any contract alternation procedures if the contracted party of this Agreement is to be changed.

     2. If Landlord agrees to sublet the Premises, Tenant shall guarantee in writing that the assignee will abide by and perform all of Tenant’s obligations hereunder, and Tenant shall be jointly and severally liable for assignee’s violation of this Agreement. Furthermore, Tenant will be responsible for any extra sublet cost therein (including but not limited to taxation). The sublet term shall not be longer than the Term of this Agreement.

Article 5 Fitting-Out and Cost

     1. Tenant shall notify the Landlord in prior for any partition, fitment, equipment installation or rebuilding done to the Premise after the Agreement is signed. The fitting-out work shall be conducted in compliance with the Property Management Agreement which will be signed separately.

     2. Tenant is not obligated to restore the Premises into the original condition from any alteration that Tenant has done when the Premises are returned to Landlord upon expiration or termination, nor will Tenant be responsible for any possible restoration costs. Tenant can remove any movable facilities and instruments that it installs during the Term while other fixtures (e.g. door, lock, windows, celling, floor, partition wall and lamps) shall be kept in complete and usable condition. (Damages done to fixtures not caused by Tenant willfully are allowed). Tenant shall clean up any damaged fitting out facilities that both parties consider will affect the Premise’s

appearance to keep the property in good condition. Tenant shall not request Landlord to purchase or compensate any remaining value of fitment or equipment for any reason.

Article 6 Landlord’s Rights and Obligations

     1. Landlord Warranty

     Landlord warrants it is the owner of the property and has full right to lease the Premises to Tenant and enter into this Agreement. Landlord warrants that Tenant’s use of the Premises complies with any land use transfer agreement, property ownership certificate and related laws and regulations. Landlord shall take responsibility for violations of this provision which make the Premises unusable by the Tenant or cause any other negative results. In such case, Tenant is entitled to

terminate this Agreement and request the return of the Deposit without any further liability.

     2. The Selling or Transfer of Premises

     (1). Tenant enjoys the right of first refusal for the Premises on condition of same offer made to Landlord during the Term. This right of first refusal is for the entire Premises and not for a portion thereof.

     (2). If Landlord intends to sell the Premises during the Term, Landlord shall so notify Tenant and Tenant shall reply in writing to the Landlord of its decision whether to purchase the Premises within one (1) month after receipt of Landlord’s notice. If Tenant fails to respond in such period, it is deemed that Tenant has waived its right of first refusal.

     (3). If Landlord sells or transfers the Premises to a third party during the Term, Landlord shall warrants that: a. the assignee of Premises will bear all the Landlord obligations under this Agreement and acknowledge all the Tenant’s right hereunder

for the Term; and b. Notify Tenant in writing one (1) month prior to the sale or transfer of the Premises.

     3. Check

     Landlord may enter into the Premises to inspect and for maintenance purposes accompanied by a Tenant’s employee at a mutually agreed time, provided this will not interfere with Tenant’s routine business. If any emergency occurs during Tenant’s working hours, Landlord or a property Management Company’s employee should enter the Premises accompanied by a Tenant’s employee. In case the emergency occurs after Tenant’s working hours and Tenant can not be contacted, Landlord or the property Management Company shall notify the public rescue department to reduce the risk the emergency will have adverse consequences, and such department may take appropriate emergency measures based on the existing circumstances. Landlord or property Management Company shall be exempted from compensating any loss arising thereof to Tenant.

     4. If Landlord wants to accompany a potential tenant on a visit to the Premises, it shall comply with the following conditions: (1) Landlord shall give three (3) days prior written notice to Tenant and obtain Tenant’s prior approval for the visit; (2) such visits shall only occur during the three months period prior to the Agreement’s expiration, provided that no renewal Agreement is reached between Landlord and Tenant or Tenant’s notice to Landlord of its intention to renew has not been duly received by Landlord; (3) such visit shall not interfere with Tenant’s routine business. In case all of the three conditions are satisfied, Tenant shall permit such visit.

     

     5. The maintenance, repair and worn out facilities.

The parties shall perform pursuant to the provisions in Property Management Agreement as attached.

     6. Landlord and property management company reserve the right at any time to enact, modify, adopt or replace any management rules and regulations that it considers necessary for running and maintaining the Premises as a first class facility. Such rules and regulations will come into effect only after Landlord sends written

notice to Tenant and such notice is acknowledged and replied to Landlord by Tenant in writing .

     7. Landlord is obligated to maintain, repair, renew and replace the Premise’s structure and all its infrastructure facilities. Landlord shall also enhance or re-build the Premises in compliance with state or Hangzhou local laws and regulations, in order to assure that the Premises structure and all its infrastructure facilities are in good and usable condition.

Article 7 Tenant’s Rights and Obligations

     1. Early Termination of Agreement

     In order for Tenant to terminate the Agreement early, Tenant shall give the Landlord six (6) months prior written notice thereof and Landlord will seize the Deposit as penalty.

     

     2. The Return of Premises

     In the event the Agreement expires without any renewal, or is terminated in early by Tenant, Tenant shall pay the balance all the payable accounts with Landlord and return the Premises to Landlord within twenty (20) days after the expiration or early termination date (it’s rent-free in this period). Provided Tenant fails to move out in such twenty (20) days period, it shall pay rents of overdue days to Landlord; provided Teant fails to move out for more than thirty (30) days, it shall afford double rent from the 31st day going forward until the date Tenant does move out.. Such payment of rent should not be deemed as evidence of any renewal or extension of lease, Landlord still reserves the right to request Tenant to move out at any time or take back the Premises as specified above. When Landlord completes the acceptance check, receives the Premises key and both parties sign the Premises Acceptance Note, it is deemed that Tenant has fulfilled its obligations of returning the Premises. If the delivery is delayed due to Landlord’s fault (e.g. late check), Tenant is not liable for it and the return date shall be postponed.

     

     3. The Repair of Damage or Malfunctioning Items

     Except for natural loss of the Premises, if Tenant or its exployee, agent, subcontractor or invited persons violate, fails to abide by, or otherwise does not fulfill the Tenant’s obligation under this Agreement or has committed any other actions which result in (1). Damage to Premises, or (2) the facilities of the Premises that belonged to Landlord are broken or are damaged; or (3) any other loss to Landlord or a third party, then Tenant shall be liable to repair them immediately and compensate any other costs. Tenant shall begin the repair process within forty-eight (48) hours upon receipt of Landlord’s repair notice and shall either complete the repairs within thirty (30) days of Landlord’s notice or negotiate a different, mutually acceptable deadline for repair with Landlord. Should Tenant fail to complete the repairs or replacement within the the above mentioned period, Landlord has the right to complete the repair or replacement instead of Tenant and Tenant shall pay Landlord for the reasonable costs and fees associated with Landlord’s repair or replacement.

     

     4. Management Rules

     Tenant agrees to abide by rules and regulations that have been approved in writing by Tenant. When such management rules and regulations conflict with provisions in this Agreement, the Agreement shall prevail.

     5. The ownership of facilities and equipment that are fitted or installed by Tenant during the Term remains with Tenant, and such facilities and equipment will be maintained by Tenant.

     6. If the Premises are damaged by fitting out construction organization or by Tenant itself, or the Premises is rendered unfit for normal use because of Tenant’s non-cooperation with fire control enforcement, Landlord will not take any responsibility.

     

     7. Tenant shall have necessary authorization, certificates or other required licenses for running its business on the Premises.

     8. Landlord has expressly informed and requested Tenant to insure its important assets in Premises, and also to insure it has adequate Public Liability Insurance.

     

     Article 8 The Default Liability of Landlord

     1. Landlord shall not terminate the Agreement unilaterally and take back the Premises during the Term, unless otherwise specified in Agreement or agreed by Tenant in writing.

     2. Provided during the Term there is natural loss on Premise or Landlord’s equipment, or Landlord defaults in performing its repair or maintenance obligations under this Agreement, which results in damages on Premise or Landlord’s equipment that hinders the Tenant from normal use, or cause any Tenant’s property loss or personal injuries, Landlord shall be liable to repair, replace or compensate. For any

damages on Premise or Landlord’s equipment due to natural loss, Landlord shall begin the repair process within forty-eight (48) hours upon receipt of Tenant’s repair notice and shall either complete the repairs within thirty (30) days of Tenant’s notice or negotiate a different, mutually acceptable deadline for repair with Tenant. Should Landlord fail to complete the repairs or replacement within the above mentioned period, Tenant has the right to complete the repair or replacement instead of Landlord and Landlord shall pay Tenant for the reasonable costs and fees associated with Tenant’s repair or replacement.

     3. Tenant has the right to terminate the Agreement without further liability if one of the following items exists, which shall be deemed as a material breach of this Agreement. In such cases, Landlord shall return the Deposit to Tenant within ten (10) days and pay one month rent to Tenant as a penalty, without limiting Tenant’s other rights to claim remedies for any incurred losses:

     (1) Any existing property right disputes on the Premises;

     (2) Landlord fails to perform its repair and maintenance obligations under this Agreement to correct a condition that renders the Premises unusable by Tenant for the Permitted Purpose as contemplated under this Agreement and such failure is not cured

within thirty (30) days or mutual agreed deadline after Tenant’s written notification to Landlord of such condition.

     (3) Landlord fails to perform any other of its obligations under this Agreement which renders the Premises unusable by Tenant for the Permitted Purpose as contemplated under this Agreement.

Article 9 The Default Liability of Tenant

     1. Provided the Tenant fails to return the Premises as set forth in Term 2, Article 5 of Agreement by the agreed delivery date for reasons attributable to Tenant, it will be deemed as Tenant’s material breach and Tenant shall be subject to the liability as set forth in Term 2, Article 9.

     2. The following actions of Tenant during the Term will constitute a material breach, upon which Landlord has the right to terminate the Agreement by giving written notice to Tenant unilaterally, and the terminated date will be on the date when termination notice is received by Tenant.

     (1) Violates Article 4 to sublet the Premises without permission;

     (2) Changes the Premises structure without Landlord’s written permission, or damages the Premises or its common areas, and does not repair and recover same within the required time after Landlord’s written notification thereof.

     (3) Changes the Permitted Purpose without permission or conducts illegal acts using the Premises.

     (4) Fails to pay the rent and property management fee pursuant to this Agreement for one months and such failure is not cured within the period as specified in Landlord’s written notice thereof.

     (5) Fails to remedy any material breach within thirty (30) days after Landlord’s written notice provided such breaches can actually be remedied within such period.

     In case the Agreement is terminated by Landlord because of the above mentioned uncured material breach activities, Tenant shall pay up all accounts

payable up to termination date and return the Premises pursuant to the provisions in Term 2, Article 7. Besideds the rights Landlord is entitled to under this Agreement and any other remedy available at law, Landlord has the right to seize the Deposit paid by Teant as the breach penalty. If the Deposit is not sufficient to recover Landlord’s loss, Tenant shall compensate Landlord for the difference.

     3. Tenant shall compensate Landlord or any third party’s direct loss for Tenant’s violation of any other obligations under this Agreement.

Article 10 Force Majeure

     In the event any obligations under this Agreement, in whole or in part, can not be fulfilled, or is delayed, directly due to earthquake, typhoon, floods, fires, war or any other unforeseeable force majeure, the party claiming force majeure shall immediately notify the other party together with documentation, issued by a local authorized organization with jurisdiction where the force majeure event occurs sufficient to

prove the existence of the force majeure event. In case such authorized organization is unable to issue such document due to the force majeure event, the two parties can negotiate for appointing a mutually agreed to entity to evaluate and issue such confirming documentation. The two parties shall consult and decide whether to terminate the Agreement, or exempt any default liabilities, or postpone the Agreement based on how much the Agreement is influenced by such force majeure event.

Article 11 Entire Agreement

     This Agreement constitutes the entire, final and complete agreement between the Landlord and Tenant regarding the subject hereof and supersedes any and all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Nevertheless this clause does not prevent the parties from entering into any further amendments after the Agreement takes effect.

Article 12 Titles

     All titles and subtitles in this Agreement are inserted for convenience of reading and shall not influence the interpretation of the provisions of this Agreement.

Article 13 Confidentiality

     1. The Parties agree that any and all materials and information arising from or in connection with the Agreement, especially the rent clause, shall be regarded as confidential information, which should not be disclosed to any third party without prior written consent from the other party.

     2. The confidentiality obligation shall survive the termination of the Agreement for another five (5) years.

     3. The parties shall not disclose any confidential information that is acquired from the other party in the process of performing this Agreement, including but not limited to, trade secrets, technical secrets, business plans, etc., to any third party without the prior written consent of the other party, otherwise the breaching party shall compensate any incurred losses to the other party.

[PERSONAL INFORMATION OMITTED]



518129

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]



310053

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]

310053

[PERSONAL INFORMATION OMITTED]
[PERSONAL INFORMATION OMITTED]
[PERSONAL INFORMATION OMITTED]

Article 14 Notice

     All notices related to this Agreement shall be in writing and shall be delivered by personal service, express mail (including registered mail and EMS) or facsimile (Any such written notice shall also accompanied by Email to relevant contact person). The delivered date is confirmed as follows:

     (1) For personal service, Express: will be deemed given on the date when the notice is sent to personal service or express

     (2) For mail: will be deemed given on the third day after the registered mail or EMS is sent.

     (3) For facsimile: will be deemed given when the notice is successfully faxed as displayed by fax machine.

     Landlord Address: Bantian, Longgang District, Shenzhen

     Landlord name: Huawei Technologies Co., Ltd.

     Attention: [PERSONAL INFORMATION OMITTED]

     Address: Construction and Property Management Department, Bantian, Longgang District, Shenzhen

     Postcode: 518129

     Telephone: [PERSONAL INFORMATION OMITTED]

     Facsimile[PERSONAL INFORMATION OMITTED]

     Email: [PERSONAL INFORMATION OMITTED]

     Tenant Address: No. 310 Liuhe Road, Binjiang District, Hangzhou

     Tenant name: Hangzhou H3C Technologies Co., Ltd

     Attention: [PERSONAL INFORMATION OMITTED]

     Address: Administrative Management Department, No. 310 Liuhe Road, Binjiang District, Hangzhou

     Postcode: 310053

     Telephone: [PERSONAL INFORMATION OMITTED]

     Facsimile: [PERSONAL INFORMATION OMITTED]

     Email: [PERSONAL INFORMATION OMITTED]

     All notice sent by Landord to Tenant under this clause shall be simultaneously copied to Tetant’s legal department as follows:

     Hangzhou H3C Technologies Co., Ltd

     No. 310 Liuhe Road, Binjiang District, Hangzhou, Zhejiang,P.R.C

     Attention : Legal Department

     Telephone : [PERSONAL INFORMATION OMITTED]

     Facsimile : [PERSONAL INFORMATION OMITTED]

     Email : [PERSONAL INFORMATION OMITTED]

     During the Term, if either party wants to change its notice information, it shall immediately notify the other party in writing, otherwise it shall be responsible for any resulting late or failed delivery.

Article 15 Miscellaneous

     1. The Agreement will come into effect when sealed and signed by authorized representative of both parties and will be automatically terminated when the Agreement’s Term, including any extensions thereto, ends.

     2. The Parties can amend or terminate this Agreement through mutual written agreement affixed with seals and signatures of both parties.

     3. The parties may establish supplementary provisions for unsettled issues, provided such provisions are in accordance with all applicable state and local laws and regulations. All the supplementary provisions will become a part of the Agreement. If there are any conflicts between the terms of the Agreement and the supplementary provisions, the supplementary provisions shall prevail.

     

     4. Any disputes in connection with this Agreement shall be settled through amicable negotiation between the parties. If no settlement can be reached, both parties shall submit the disputes to the Hangzhou Arbitration Commission and in accordance

with its then current arbitration rules. The arbitral award is final and binding upon both parties.

     

     5. This Agreement shall be executed in eight (8) counterparts, Landlord shall retain four (4) originals and Tenant shall retain four (4), each of which shall be deemed an equally valid original.

     6. This contract is signed and excuted under Chinese and English language with the same force. In case any discrepancy and/or inconsistency of interpretations arises, the Chinese version shall prevail.

     

     7. Property Management Agreement shall be signed seperately by both parties besides this Agreement.

Landlord: Huawei Technologies Co., Ltd Tenant:Hangzhou H3C Technologies Co., Ltd

ILLEGIBLE	Caleb Lo
Authorized Representative:	Authorized Representative:
CFO
Date: 12/31/08	Date:

EX-10.2

Exhibit 10.2

3COM CORPORATION

2003 STOCK PLAN

(Amended and Restated Effective as of January 1, 2009)

2003 Stock Plan 12-11-08

TABLE OF CONTENTS

	Page
1. Purposes of the Plan		1
2. Definitions		1
(a) “Administrator”		1
(b) “Applicable Laws”		1
(c) “Award”		1
(d) “Award Agreement”		1
(e) “Cause”		1
(f) “Change in Control”		1
(g) “Code”		2
(h) “Committee”		2
(i) “Common Stock”		2
(j) “Company”		2
(k) “Consultant”		2
(l) “Director”		2
(m) “Disability”		2
(n) “Discretionary Options”		3
(o) “Employee”		3
(p) “Exchange Act”		3
(q) “Fair Market Value”		3
(r) “Incentive Stock Option”		3
(s) “Independent Director”		3
(t) “Inside Director”		3
(u) “Nonstatutory Stock Option”		4
(v) “Notice of Grant”		4
(w) “Officer”		4
(x) “Option”		4
(y) “Optioned Stock”		4
(z) “Parent”		4
(aa) “Participant”		4
(bb) “Plan”		4
(cc) “Qualifying Board Retirement”		4
(dd) “Restricted Stock”		4
(ee) “Rule 16b-3”		4
(ff) “Section 16(b)”		4
(gg) “Service Provider”		4
(hh) “Share”		4
(ii) “Stock Appreciation Right” or “SAR”		4
(jj) “Subsidiary”		4
3. Stock Subject to the Plan		5
(a) Maximum Shares		5

2003 Stock Plan 12-11-08

TABLE OF CONTENTS
(Continued)

	Page
(b) Full Value Awards		5
(c) Lapsed Awards		5
4. Administration of the Plan		5
(a) Procedure		5
(b) Powers of the Administrator		6
(c) Effect of Administrator’s Decision		7
5. Eligibility		7
(a) Awards and Discretionary Stock Options		7
(b) Automatic Independent Director Option Grants		7
6. Limitations		7
7. Term of Plan		8
8. Stock Options		8
(a) Term of Option		8
(b) Option Exercise Price, Waiting Period and Consideration		8
(c) Termination of Relationship as a Service Provider		10
(d) Disability of Optionee		10
(e) Death of Optionee		10
9. Restricted Stock		11
(a) Grant of Restricted Stock		11
(b) Exercise Price and other Terms		11
(c) Restricted Stock Award Agreement		11
10. Stock Appreciation Rights		11
(a) Grant of SARs		11
(b) Exercise Price and other Terms		11
(c) Payment of SAR Amount		11
(d) Payment upon Exercise of SAR		12
(e) Settlements and Plan Share Allocation		12
(f) SAR Agreement		12
(g) Expiration of SARs		12
(h) Termination of Relationship as a Service Provider		12
(i) Disability of Participant		12
(j) Death of Participant		13
11. Option Grants to Independent Directors		13
(a) Nonstatutory Stock Options		13
(b) Administration		13
(c) Guidelines		13
(d) Initial Grant		13
(e) Pro-Rata Grant		14

2003 Stock Plan 12-11-08

ii

TABLE OF CONTENTS
(Continued)

	Page
(f) Annual Grant		14
(g) Other Option Terms		14
12. Leaves of Absence		15
13. Non-Transferability of Awards		15
14. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of Control		15
(a) Changes in Capitalization		15
(b) Dissolution or Liquidation		16
(c) Change of Control		16
15. Award Date of Grant		18
16. Amendment and Termination of the Plan		18
(a) Amendment and Termination; No Repricing		18
(b) Stockholder Approval		18
(c) Effect of Amendment or Termination		18
17. Conditions Upon Issuance of Shares		18
(a) Legal Compliance		18
(b) Investment Representations		18
18. Inability to Obtain Authority		19
19. Reservation of Shares		19
20. Stockholder Approval		19
21. Compliance With Code Section 409A		19

2003 Stock Plan 12-11-08

iii

3COM CORPORATION

2003 STOCK PLAN, AS AMENDED AND RESTATED

     1. Purposes of the Plan. The purposes of this 2003 Stock Plan are:

• to attract and retain the best available personnel for positions of substantial responsibility,

• to provide additional incentive to Employees and Consultants, and

• to promote the success of the Company’s business.

          The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock and Stock Appreciation Rights. In addition, the Plan provides for automatic option grants to Independent Directors.

     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 stock option 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 Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

          (c) “Award” means, individually or collectively, a grant under the Plan of Options, SARs or Restricted Stock.

          (d) “Award Agreement” means the written 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) “Cause” means (i) an act of personal dishonesty taken by the Participant in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Participant, (ii) Participant being convicted of or pleading nolo contendere to a felony, (iii) a willful act by the Participant which constitutes gross misconduct and which is injurious to the Company, (iv) following delivery to the Participant of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Participant has not substantially performed his or her duties, continued violations by the Participant of the Participant’s obligations to the Company which are demonstrably willful and deliberate on the Participant’s part.

          (f) “Change in Control” means the occurrence of any of the following events:

2003 Stock Plan 12-11-08

1

                    (i) Any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities; or

                    (ii) The consummation of the sale or change in ownership of a substantial portion of the Company’s assets (i.e., the total gross fair market value of the Company’s assets acquired during the twelve (12) month period ending on the date of the most recent acquisition equals more than fifty percent (50%) of the total gross fair market value of all of the Company’s assets (without regard to associated liabilities) immediately before such acquisition or acquisitions) other than a transfer of assets to a related person as described in Treasury Regulation Section 1.409A-3(i)(5)(vii)(B); or

                    (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

                    (iv) A change in the composition of the Board occurring within a twelve (12) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date upon which this Agreement was entered into, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii), or (iii) above, or in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

          (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended.

          (h) “Committee” means a committee, which may consist of one or more persons whom may or may not be Board members, as is consistent with Applicable Laws, appointed by the Board in accordance with Section 4 of the Plan.

          (i) “Common Stock” means the common stock of the Company.

          (j) “Company” means 3Com Corporation.

          (k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

          (l) “Director” means a member 3Com’s Board of Directors.

          (m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in

2003 Stock Plan 12-11-08

2

accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

          (n) “Discretionary Options” means Incentive Stock Options and Nonstatutory Stock Options that are not issued pursuant to the Independent Director option grant provisions of Section 11.

          (o) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or any leave for which a return to employment is guaranteed under Applicable Laws, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

                    (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

                    (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

                    (iii) in the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

          (r) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

          (s) “Independent Director” means a Director who is not an Employee.

          (t) “Inside Director” means a Director who is an Employee.

2003 Stock Plan 12-11-08

3

          (u) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

          (v) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Award Agreement.

          (w) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

          (x) “Option” means a stock option granted pursuant to the Plan.

          (y) “Optioned Stock” means the Common Stock subject to an Option or SAR.

          (z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (aa) “Participant” means the holder of an outstanding Award granted under the Plan.

          (bb) “Plan” means this 2003 Stock Plan, as from time to time amended and in effect.

          (cc) “Qualifying Board Retirement” means an Independent Director’s termination from Board membership, including pursuant to the Independent Director’s death or Disability, if such termination follows ten full years of Board service or five full years of Board service and attainment of age 62 or greater.

          (dd) “Restricted Stock” means shares of Common Stock or units/rights to acquire shares of Common Stock granted pursuant to Section 9 of the Plan that are subject to vesting.

          (ee) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

          (ff) “Section 16(b)” means Section 16(b) of the Exchange Act.

          (gg) “Service Provider” means an Employee, Director or Consultant.

          (hh) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

          (ii) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, that pursuant to Section 10 is designated as an SAR.

          (jj) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code and also include partnerships, limited liability companies and other entities that are at least 30% owned by the Company.

2003 Stock Plan 12-11-08

4

     3. Stock Subject to the Plan.

          (a) Maximum Shares. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 73,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

          (b) Full Value Awards. This Section 3(b) is effective upon stockholder approval, after Board approval on June 18, 2008, for new Awards granted under the Plan after such stockholder approval effective date. Any Shares subject to Options or SARs shall be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto. Any Shares subject to Restricted Stock with a per share purchase price lower than 100% of the Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as 1.43 Shares for every one Share subject thereto. If any Shares acquired pursuant to an Award of Restricted Stock are forfeited or repurchased by the Company and would otherwise return to the Plan pursuant to Section 3(c), 1.43 times the number of Shares so forfeited or repurchased will return to the Plan and will again become available for future grant or sale under the Plan.

          (c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, is forfeited back to or repurchased by the Company, the unpurchased Shares (or for Restricted Stock, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, all shares which are the subject of an issued SAR shall cease to be available under the Plan, except for SARs which expire or become unexercisable without having been exercised in full. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. For the avoidance of doubt, except for Awards which expire or become unexercisable without having been exercised in full, the following Shares shall not become available for issuance under the Plan: (i) Shares tendered by Participants as full or partial payment to the Company upon exercise of Options granted, or shares repurchased using cash proceeds upon exercise of Options granted, under the Plan; (ii) Shares reserved for issuance upon the grant of SARs, to the extent the number of reserved Shares exceeds the number of Shares actually issued upon exercise of the SARs; and (iii) Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of options or SARs granted under the Plan or upon any other payment or issuance of Shares under the Plan.

     4. Administration of the Plan.

          (a) Procedure.

                    (i) Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.

                    (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the

2003 Stock Plan 12-11-08

5

meaning of Section 162(m) of the Code, the Plan shall be administered by a Compensation Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

                    (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

                    (iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the Compensation Committee, or (B) a different Committee, in either case which shall be constituted to satisfy Applicable Laws. Grants to Independent Directors under Section 11 of the Plan shall be administered by the Company’s Inside Directors.

          (b) Powers of the Administrator. Subject to the provisions of the Plan the Administrator shall have the authority, in its discretion:

                    (i) to determine the Fair Market Value;

                    (ii) to select the Service Providers to whom Awards may be granted hereunder;

                    (iii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

                    (iv) to approve forms of agreement for use under the Plan;

                    (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise or purchase price, the time or times when Awards may be vested, exercised, purchased or granted (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions or repurchase rights, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

                    (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan, including, but not limited to, a determination of a Participant’s date of termination with respect to any Award granted under the Plan;

                    (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws, satisfying foreign securities law or achieving other foreign legal compliance objectives;

                    (viii) to modify or amend each Award (subject to Section 16 of the Plan), including the discretionary authority to extend the post-termination vesting or exercisability of Awards longer than is otherwise provided for in the Plan;

                    (ix) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or SAR or upon

2003 Stock Plan 12-11-08

6

the vesting or earlier tax recognition of Restricted Stock that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

                    (x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and

                    (xi) to make all other determinations deemed necessary or advisable for administering the Plan.

          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

     5. Eligibility.

          (a) Awards and Discretionary Stock Options. Awards and Discretionary Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

          (b) Automatic Independent Director Option Grants. Automatic Option grants under Section 11 hereof shall only be made to Independent Directors.

     6. Limitations.

          (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or subsidiary as defined in Code Section 424(f)) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

          (b) Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing their relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company or its Parent or Subsidiaries to terminate such relationship at any time, with or without cause.

          (c) The following limitations shall apply to grants of Options and SARs with an exercise price equal to or exceeding 100% of Fair Market Value on the grant date:

                    (i) No Service Provider shall be granted, in any fiscal year of the Company, Option or SARs to purchase more than 1,750,000 Shares.

2003 Stock Plan 12-11-08

7

                    (ii) In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 1,750,000 Shares which shall not count against the limit set forth in subsection (i) above.

                    (iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 14(a).

                    (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14(c)), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above.

          7. Term of Plan. The Plan shall become effective upon the date of stockholder approval of the Plan in 2003. It shall continue in effect for a term of ten (10) years from the date upon which the Board approved the Plan subject to obtaining stockholder approval, namely July 15, 2013.

     8. Stock Options.

          (a) Term of Option. The term of each Option shall be stated in the Option Agreement and shall be no more than seven (7) years from the date of grant. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or subsidiary that qualifies under Code Section 424(f), the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

          (b) Option Exercise Price, Waiting Period and Consideration.

                    (i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

                    (1) In the case of an Incentive Stock Option

                         a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Code Section 424(f) subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

                         b) granted to any Employee other than an Employee described in paragraph a) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

                    (2) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator, with a minimum per Share exercise price equal to 100% of the Fair Market Value per Share on the date of grant.

2003 Stock Plan 12-11-08

8

                    (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may become vested or be exercised and shall determine any conditions which must be satisfied before the Option may vest or be exercised.

                    (iii) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration, subject to Applicable Laws, may consist entirely of:

                    (1) cash;

                    (2) check;

                    (3) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

                    (4) consideration received by the Company under a broker-assisted cashless exercise program acceptable to the Company, in its sole discretion;

                    (5) any combination of the foregoing methods of payment; or

                    (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

                    (iv) Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

                  An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.

                  Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of

2003 Stock Plan 12-11-08

9

Shares as to which the Option is exercised. An Option may not be exercised for a fraction of a Share.

          (c) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

               Notwithstanding the above, in the event of an Optionee’s change in status from Consultant, Employee or Director to Employee, Consultant or Director (e.g., an Inside Director becoming an Independent Director), an Optionee’s status as a Service Provider shall continue notwithstanding the change in status. However, in such event, an Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option three months and one day following such change of status.

          (d) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (e) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested and exercisable on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

2003 Stock Plan 12-11-08

10

     9. Restricted Stock.

          (a) Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Service Providers at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock award granted to any Participant, (ii) whether the form of the award shall be Shares or units/rights to acquire Shares, and (iii) the conditions that must be satisfied, including performance-based milestones, upon which is conditioned the grant or vesting of Restricted Stock. For Restricted Stock granted in the form of units/rights to acquire Shares, each such unit/right shall be the equivalent of one Share of Common Stock for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units/rights to acquire Shares.

          (b) Exercise Price and other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Restricted Stock Agreement as a condition of the award. Any certificates representing the shares of Stock awarded shall bear such legends as shall be determined by the Administrator.

          (c) Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided; however, that if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than seven (7) years following the date of grant.

     10. Stock Appreciation Rights.

          (a) Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Service Providers at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the number of SARs granted to any Participant.

          (b) Exercise Price and other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan; provided, however, that (i) a SAR must have a minimum exercise price equal to 100% of the Fair Market Value per Share on the date of grant and (ii) no SAR may have a term of more than seven (7) years from the date of grant.

          (c) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

                    (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

2003 Stock Plan 12-11-08

11

                    (ii) The number of Shares with respect to which the SAR is exercised.

          (d) Payment upon Exercise of SAR. At the discretion of the Administrator, payment for a SAR may be in cash, Shares or a combination thereof.

          (e) Settlements and Plan Share Allocation. Cash payments of Stock Appreciation Rights as well as Common Stock issued upon exercise of Stock Appreciation Rights shall be applied against the maximum number of shares of Common Stock that may be issued pursuant to the Plan. The number of shares to be applied against such maximum number of shares in such circumstances shall be counted as one (1) share for every Stock Appreciation Right subject thereto, regardless of the number of shares or amount of cash used to settle the Stock Appreciation Right.

          (f) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

          (g) Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.

          (h) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Stock Appreciation Right within such period of time as is specified in the Stock Appreciation Right Agreement to the extent that the Stock Appreciation Right is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement). In the absence of a specified time in the Stock Appreciation Right Agreement, the Stock Appreciation Right shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Stock Appreciation Right, the Shares covered by the unvested portion of the Stock Appreciation Right shall revert to the Plan. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the time specified by the Administrator, the Stock Appreciation Right shall terminate, and the Shares covered by such Stock Appreciation Right shall revert to the Plan. Notwithstanding the above, in the event of a Participant’s change in status from Consultant, Employee or Director to Employee, Consultant or Director (e.g., an Inside Director becoming an Independent Director), a Participant’s status as a Service Provider shall continue notwithstanding the change in status.

          (i) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Stock Appreciation Right within such period of time as is specified in the Stock Appreciation Right Agreement to the extent the Stock Appreciation Right is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement). In the absence of a specified time in the Stock Appreciation Right Agreement, the Stock Appreciation Right shall remain exercisable for twelve (12) months following the Participant’s termination. If, on the date of termination, the

2003 Stock Plan 12-11-08

12

Participant is not vested as to his or her entire Stock Appreciation Right, the Shares covered by the unvested portion of the Stock Appreciation Right shall revert to the Plan. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein, the Stock Appreciation Right shall terminate, and the Shares covered by such Stock Appreciation Right shall revert to the Plan.

          (j) Death of Participant. If a Participant dies while a Service Provider, the Stock Appreciation Right may be exercised within such period of time as is specified in the Stock Appreciation Right Agreement (but in no event later than the expiration of the term of such Stock Appreciation Right as set forth in the Notice of Grant), by the Participant’s estate or by a person who acquires the right to exercise the Stock Appreciation Right by bequest or inheritance, but only to the extent that the Stock Appreciation Right is vested and exercisable on the date of death. In the absence of a specified time in the Stock Appreciation Right Agreement, the Stock Appreciation Right shall remain exercisable for twelve (12) months following the Participant’s termination. If, at the time of death, the Participant is not vested as to his or her entire Stock Appreciation Right, the Shares covered by the unvested portion of the Stock Appreciation Right shall immediately revert to the Plan. The Stock Appreciation Right may be exercised by the executor or administrator of the Participant’s estate or, if none, by the person(s) entitled to exercise the Stock Appreciation Right under the Participant’s will or the laws of descent or distribution. If the Stock Appreciation Right is not so exercised within the time specified herein, the Stock Appreciation Right shall terminate, and the Shares covered by such Stock Appreciation Right shall revert to the Plan.

     11. Option Grants to Independent Directors. All grants of Options to Independent Directors pursuant to this Section shall be made strictly in accordance with the following provisions:

          (a) Nonstatutory Stock Options. All Options granted pursuant to this Section shall be Nonstatutory Stock Options and, except as otherwise provided herein, shall be subject to the other terms and conditions of the Plan.

          (b) Administration. Option grants under this Section 11 shall be administered by a committee consisting of the Company’s Inside Directors; provided, however, that such committee shall not have any discretion to select which Independent Directors shall be granted Options under this Section 11.

          (c) Guidelines. The committee of Inside Directors shall establish guidelines (the “Guidelines”) that determine the number of shares to be subject to the options granted under this Section 11, subject to the per option limits set forth in Sections 11(d) and 11(f). The Guidelines must provide that on each grant date, the number of shares of Common Stock subject to each option automatically granted pursuant to Section 11(d) or 11(f), as the case may be, shall be equal for each eligible participant, subject to distinctions based on the outside director’s position as Chairman of the Board, designation as the “lead” outside director, and service on Board committees, including service as chairman of such committees.

          (d) Initial Grant. Each person who first becomes an Independent Director following the effective date of this Plan shall be automatically granted an Option to purchase that

2003 Stock Plan 12-11-08

13

number of shares as may be specified in the Guidelines then currently in effect (the “Guideline Amount”) for service on the Board, not to exceed 120,000 shares of Common Stock (or 160,000 shares if the participant is the lead director or Chairman of the Board on the date of grant), as of the date that is the fifth (5^th) trading day of the month that immediately follows the month in which that individual first becomes an Independent Director and commences service on the Board whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy (the “Initial Grant”); provided, however, that an Inside Director who ceases to be an Inside Director and thereby becomes an Independent Director shall not receive an Initial Grant. Subject to accelerated vesting upon certain Change of Control transactions as specified in Section 14(c)(iii), the Initial Grant shall vest as to 25% of the shares subject thereto on each anniversary of the date of grant, so as to be 100% vested on the fourth anniversary of the date of grant, subject to the Optionee remaining a director through such vesting dates.

          (e) Pro-Rata Grant. Additionally, at the time an Initial Grant is made to a new director, he or she shall receive an option grant with the number of shares subject thereto equal to the Guideline Amount multiplied by a fraction, the numerator of which is the number of full months of service remaining prior to the next annual stockholder meeting and the denominator of which is 12 (the “Pro-Rata Grant”). Subject to accelerated vesting upon a Change of Control as specified in Section 14(c)(iii), the Pro-Rata Grant will vest as to 50% of the shares subject thereto on each anniversary of the date of grant, so as to be 100% vested on the second anniversary of the date of grant, subject to the Optionee remaining a director through such vesting dates.

          (f) Annual Grant . On the date of each regularly scheduled Company annual stockholder meeting, each Independent Director shall be automatically granted an Option to purchase that number of shares equal to the Guideline Amount for service on the Board, not to exceed 120,000 shares of Common Stock, or 160,000 shares if the participant is the lead director or Chairman of the Board on the date of grant (the “Annual Grants”). Subject to accelerated vesting upon certain Change of Control transactions as specified in Section 14(c)(iii), Annual Grants shall vest as to 50% of the shares subject thereto on the day prior to the next year’s regularly scheduled Company annual stockholder meeting and as to the balance of the shares subject thereto on the day prior to the next year’s regularly scheduled Company annual stockholder meeting, so as to be 100% vested on the day prior to the Company annual stockholder meeting held approximately two years following the grant date, subject to the Optionee remaining a director through such vesting dates.

          (g) Other Option Terms. The other terms of each option granted pursuant to this Section 11 shall be as follows:

                    (i) The option term shall be seven (7) years.

                    (ii) The exercise price per Share shall be no less than 100% of the Fair Market Value per Share on the date of grant.

                    (iii) In the event an Optionee’s service as a Director terminates more than six (6) months following the commencement of service as an Independent Director, then the Option shall immediately accelerate as to one year’s additional vesting or, with respect to an Annual Grant, as to the number of shares that would have vested on the day prior to the next regularly scheduled

2003 Stock Plan 12-11-08

14

meeting of the stockholders. The Option shall remain exercisable, to the extent vested and exercisable on the date of termination of Board service, for one year following such termination date (but in no event longer than the original term of the Option); provided, however, that in the event of a Qualifying Board Retirement, the Option shall vest as to 100% of the Shares and shall remain exercisable for three years following such termination (but in no event longer than the original term of the Option); provided, further that in the event of the termination of service as an Independent Director due to the death or Disability of the Optionee while an Independent Director, the Option shall immediately accelerate as to one year’s additional vesting or, with respect to an Annual Grant, as to the number of shares that would have vested on the day prior to the next regularly scheduled meeting of the stockholders (or more, in any event, if the cessation of Board Service would have been a Qualifying Retirement) even if such termination of service is within six (6) months following the commencement of service as an Independent Director.

                    (iv) The permissible forms of consideration for exercising the option shall be the same as for discretionary options as specified in Section 8(b)(iii) hereof.

                    (v) The provisions of Section 8(b)(iv) hereof relating to stockholder rights shall also apply to options granted under this Section 11.

                    (vi) The options granted under this Section 11 shall be subject to the other terms and conditions set forth in the form of option agreement selected by the committee of Inside Directors, in their sole discretion.

     12. Leaves of Absence. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing on the 91st day of any unpaid leave of absence and shall only recommence upon return to active service.

     13. Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.

     14. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of Control.

          (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award and the 162(m) annual share issuance limits under Section 6(c) shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall

2003 Stock Plan 12-11-08

15

not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Compensation Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award until ten (10) days prior to such transaction as to all of the stock covered thereby, including Shares as to which the Award would not otherwise be vested or exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture applicable to any Shares covered by an Award shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

          (c) Change of Control.

                    (i) SARs and Discretionary Options. In the event of a Change of Control, each outstanding SAR and Discretionary Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the SAR and Discretionary Option, the Participant shall fully vest in and have the right to exercise the SAR or Discretionary Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If a SAR or Discretionary Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the SAR or Discretionary Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the SAR or Discretionary Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the SAR or Discretionary Option shall be considered assumed if, following the Change of Control, the SAR or option confers the right to purchase or receive, for each Share of Optioned Stock subject to the SAR or Discretionary Option immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the SAR or Discretionary Option, for each Share of Optioned Stock subject to the SAR or Discretionary Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

                    (ii) Restricted Stock. In the event of a Change of Control, each outstanding Restricted Stock award shall be assumed or an equivalent award substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor

2003 Stock Plan 12-11-08

16

corporation refuses to assume or substitute for the Restricted Stock, the Participant shall fully vest in the Restricted Stock, including Shares as to which it would not otherwise be vested. In such event, payment shall be made as soon as administratively practicable but in no event later than the sixtieth (60^th) day following vesting. For the purposes of this paragraph, the Restricted Stock shall be considered assumed if, following the Change of Control, the Restricted Stock confers the right to receive, for each Share and each unit/right to acquire a Share that is subject to the Restricted Stock award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share and each unit/right to acquire a Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Restricted Stock award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

                    (iii) Automatic Independent Director Options. In the event of a Change of Control in which the Independent Directors are terminated or asked to resign either upon the Change of Control or within one year following the Change of Control, their Options granted under Section 11 hereof shall vest 100% immediately prior to such Change in Control. In the event of a Change of Control in which the Independent Directors are not terminated or asked to resign, their Options granted under Section 11 hereof shall be treated the same as Discretionary Options hereunder.

                    (iv) Certain Terminations Within Twelve Months Following a Change of Control. In the event that, within twelve (12) months following a Change of Control a Participant’s employment with the Company, its Parent, or a Subsidiary is terminated involuntarily by his or her employer other than for Cause, then such Participant’s Awards shall have their vesting accelerated as to fifty percent (50%) of the Shares that are unvested as of the date of such termination of employment. Any Award that becomes vested pursuant to this paragraph shall be payable as follows:

                    (a) Awards Exempt from Code Section 409A:

     (1) Stock Options: Underlying shares to be delivered to Participant as soon as administratively practicable following Participant’s exercise of such options.

     (2) Restricted stock awards: all restrictions placed upon the shares of stock shall lapse upon Participant’s termination of employment.

     (3) Restricted stock units: shares underlying those restricted stock units that are exempt from Code Section 409A shall be transferred to Participant as soon as administratively practicable, but in no event later than the sixtieth (60th) day following Participant’s termination of employment.

2003 Stock Plan 12-11-08

17

     (4) Stock Appreciation Rights: cash or Company stock of equivalent value to be delivered to Participant as soon as administratively practicable following Participant’s exercise of such right.

     (b) Restricted Stock Units Subject to Code Section 409A: Shares underlying those restricted stock units that are subject to Code Section 409A and payable to a “specified employee” (as determined pursuant to Treasury Regulation Section 1.409A-1(i) and as applied according to procedures of the Company) shall be transferred to the Participant on the first market day following the six (6) month anniversary of the Participant’s termination of employment (as determined pursuant to Treasury Regulation Section 1.409A-1(h)).

     15. Award Date of Grant . Other than as set forth in Section 11 hereof as to automatic grants to Independent Directors, the date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant.

     16. Amendment and Termination of the Plan.

          (a) Amendment and Termination; No Repricing. The Committee may at any time amend, alter, suspend or terminate the Plan, provided that the Board may not amend the Plan to permit the repricing, including by way of exchange, or acquisition for cash or other consideration of any Award without receiving prior stockholder approval.

          (b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

     17. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

2003 Stock Plan 12-11-08

18

          18. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

          19. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

          20. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

          21. Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

2003 Stock Plan 12-11-08

19