Amendment No. 1 to the 2003 Equity Incentive Plan

Summary

This amendment updates the 2003 Equity Incentive Plan, as approved by the Board of Directors and its Compensation Committee. The changes increase the total number of shares available under the plan to 6,000,000 and set a limit of 2,000,000 shares per individual per year for both stock options and other share-based awards, including performance and restricted stock awards. The amendment aims to clarify and cap the amount of equity that can be granted to any one participant in a calendar year.

EX-10.11 3 y93319a1exv10w11.txt AMENDMENT #1 TO 2003 EQUITY INCENTIVE PLAN Exhibit 10.11 AMENDMENT NO. 1 TO THE 2003 EQUITY INCENTIVE PLAN A general amendment to the 2003 Equity Incentive Plan (the "Plan") was approved by the Board of Directors on July 14, 2003. On August 7, 2003, in order to implement the board's amendment, the Compensation Committee of the Board of Directors approved the following specific changes: (a) Section 4.1 of the Plan was amended to provide that the maximum number of shares of Common Stock which may be issued under the Plan shall be 6,000,000; (b) Section 5.1(c) of the Plan was amended to provide that no individual may be granted in any calendar year Options to purchase more than 2,000,000 shares of Common Stock; and (c) Section 7.7 of the Plan was amended to provide that no individual may be granted in any calendar year more than 2,000,000 shares of Common stock subject to any combination of "Performance Awards," "Restricted Stock" (each as defined in the Plan) or other share based Awards, subject to performance criteria.