You are cordially invited to join us for our 2006 annual ... - Piper Jaffray

(j) Other Benefits. No compensation or benefit awarded to or realized by any Participant underthe Plan shall be included for the purpose of computing such Participant’s compensation under anycompensation-based retirement, disability, or similar plan of the Company unless required by law orotherwise provided by such other plan.(k) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Planor any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractionalShares or whether such fractional Shares or any rights thereto shall be canceled, terminated orotherwise eliminated.(l) Headings. Headings are given to the Sections and subsections of the Plan solely as aconvenience to facilitate reference. Such headings shall not be deemed in any way material or relevantto the construction or interpretation of the Plan or any provision thereof.(m) Section 16 Compliance; Section 162(m) Administration. The Plan is intended to comply inall respects with Rule 16b-3 or any successor provision, as in effect from time to time, and in allevents the Plan shall be construed in accordance with the requirements of Rule 16b-3. If any Planprovision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall bedeemed inoperative. The Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limitor condition the use of any provision of the Plan with respect to persons who are officers or directorssubject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan withrespect to other Eligible Individuals. The Company intends that all Stock Options and StockAppreciation Rights granted under the Plan to individuals who are or who the Committee believes willbe Covered Employees will constitute ‘‘qualified performance-based compensation’’ within the meaningof Section 162(m) of the Code.(n) Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuant to theexercise or payment of the Exercise Price or purchase price relating to an Award unless such exerciseor payment and the issuance and delivery of such Shares pursuant thereto shall comply with allrelevant provisions of law, including, without limitation, the Securities Act of 1933, as amended fromtime to time, the Exchange Act, the rules and regulations promulgated thereunder, the requirements ofany applicable stock exchange and the Delaware General Corporation Law. As a condition to theexercise or payment of the Exercise Price or purchase price relating to such Award, the Company mayrequire that the person exercising or paying the Exercise Price or purchase price represent and warrantthat the Shares are being purchased only for investment and without any present intention to sell ordistribute such Shares if, in the opinion of counsel for the Company, such a representation andwarranty is required by law.(o) Conformance to Section 409A of the Code. To the extent that any Performance Awardsotherwise constitute deferred compensation subject to Section 409A of the Code, the acceleration ofthe payment of such awards upon a Change in Control of the Company as provided under the Planshall occur only if the Change in Control satisfies the definition in effect under Section 409A of theCode, as determined in the good-faith opinion of the Committee. Furthermore, to the extent that anyother payment under the Plan is considered to be deferred compensation subject to Section 409A ofthe Code, if the provisions of the plan fail to satisfy the requirements of Section 409A(2), (3) or (4) ofthe Code with respect to such payment, such provisions shall be applied in operation in a manner that,in the good-faith opinion of the Committee, bring the provision into compliance with thoserequirements while preserving as closely as possible the original intent of the provision. The Company(including any successor) shall provide subsequent amendments to the Plan if and as necessary toconform the terms of the Plan to any such operational modifications with the intent being to adopt allnecessary amendments by December 31, 2006, or such other date required under guidance issuedunder Section 409A of the Code.B-12