o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

(1)	To elect directors to the Company’s Board of Directors to serve one-year terms;

(2)	To approve an amendment to the Company’s amended and restated articles of incorporation to increase the total number of authorized shares from 315,333,333 to 415,333,333 and to increase the total number of authorized shares of common stock from 315,000,000 to 415,000,000;

(3)	To approve an amendment and restatement of the Company’s 2015 Equity Incentive Plan;

(4)	To ratify the selection of Marcum LLP as the Company’s independent auditor for the year ending December 31, 2016;

(5)	To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers;

(6)	To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to adopt any of Proposals 1 through 5; and

(7)	To transact such other business as may properly come before the Annual Meeting and all adjournments and postponements thereof.

---

---

---

•	During 2014, our Board and shareholders voted to declassify our Board over the subsequent two years, and, as such, our Board will be fully declassified following the Annual Meeting. Once fully declassified, shareholders will have the opportunity to vote annually on all director nominees who will stand for one-year terms.

•	Five of our seven director nominees are independent and our independent directors meet regularly in executive sessions.

•	Board policy stipulates that the positions of Chief Executive Officer and Chairman of the Board are to be held by separate individuals.

---

•	Performance evaluations of the Board and its committees are performed annually.

•	The Board and its committees, as applicable, are responsible for risk oversight.

•	Senior executives, financial officers and directors are subject to codes of ethics.

•	The Board is diverse as to gender, ethnicity, experience and skills.

•	We have a standing Scientific Advisory Board comprised of industry veterans to, among other things, assist the Board in its oversight of the Company’s oncology portfolio and clinical trial design.

•	Executives’ bonuses under our annual incentive program are principally based on the achievement of specific performance objectives established early in the fiscal year by the Compensation Committee of the Board (the “Compensation Committee”).

---

•	Vesting of a significant percentage of executives’ equity awards is contingent on the achievement of specific operational and financial performance goals established by the Compensation Committee.

•

In recent years, the Compensation Committee approved arrangements for each of the named executive officers that eliminated any gross-up payments for “parachute payment” taxes under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) for our named executive officers, and approved revisions to the severance agreements with certain of our named executive officers to eliminate “walkaway” right provisions that would have permitted them to voluntarily terminate employment for any reason following a change in control and receive severance benefits. For a discussion of benefits payable to the named executive officers in connection with a termination of employment or a change in control of the Company, see “Potential Payments upon Termination or Change in Control.”

---

(1)	elect directors to the Company’s Board to serve one-year terms (“Proposal 1”);

(2)	approve an amendment to the Articles (“Proposal 2”);

(3)	approve an amendment and restatement of the 2015 Plan (“Proposal 3”);

(4)	ratify the selection of Marcum LLP as the Company’s independent auditor for the year ending December 31, 2016 (“Proposal 4”);

(5)	approve, by non-binding advisory vote, the compensation of the Company’s named executive officers (“Proposal 5”);

(6)	approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to adopt any of Proposals 1 through 5 (“Proposal 6” and, collectively with Proposals 1 through 6, the “Proposals”); and

(7)	transact such other business as may properly come before the Annual Meeting and all adjournments and postponements thereof.

---

---

---

•	In person. You may attend the Annual Meeting and vote in person. To do so, please present your Certification at the door, together with proof of your identity.

•

By mail or facsimile. An Italian proxy card accompanies this Proxy Statement. You may also print an Italian proxy card from our website at http://www.ctibiopharma.com. You may use such proxy card to vote by mail or facsimile. Please mark your votes on the Italian proxy card and return it and your Certification by mail to the address shown on the card or by facsimile to the facsimile number shown on the card by the deadline shown on the card. Your name as you write it on your Italian proxy card must exactly match your name as printed on your Certification. Italian privacy law prevents us from learning in advance the names of the persons holding Certifications. Thus, you must include your Certification (or a complete copy) in the same envelope as your Italian proxy card in order for your vote to be counted (that is, in order to prove to our inspector of election that you have the right to vote).

•

By proxy. You may name another person as a substitute proxy by any means permitted by Washington law and our Bylaws. That substitute proxy may then attend the Annual Meeting, provided that he or she provides your Certification or a complete copy thereof, together with your written authorization naming such person as your proxy, to our inspector of election at the Annual Meeting in order to verify the authenticity of your proxy designation.

•

Register as a Direct Record Holder: Contact your bank for more information on the procedures required for direct registration of your shares in your name, which would include, among other things, the submission of a registration request (together with a Certification) to our transfer agent, the removal of your shares from Monte Titoli’s account and the transfer of such shares to the U.S. directly in your name. Please note that registration in our shareholder books may require you to take additional steps if and when you decide to dispose of your shares.

•

Transfer Shares to U.S. Brokerage Account: Contact your bank and inform the bank that you would like to transfer your shares to a U.S. brokerage account (to be held in your name and for your account). Your bank can explain the procedure and costs associated with that transfer. Please note that you will be required by your bank to bear the costs relating to such a transfer, including those debited or claimed by the U.S. broker-dealer for the management of the account in the U.S.

•	the office of the Italian branch of our subsidiary, CTI Life Sciences Limited (Attention: Investor Relations), at Via Amedei 8, 20123 Milan, Italy;

•	the office of any of the depository banks having our shares in their accounts, subject to their availability to provide a copy of the Proxy Statement and/or the proxy card;

•	the SEC website at http://www.sec.gov; or

•	our website at http://www.ctibiopharma.com.

---

---

---

(1)	Member of the Audit Committee.

(2)	Member of the Executive Committee.

(3)	Member of the Compensation Committee.

(4)	Member of the Nominating and Governance Committee.

(5)	Chairman of the Board.

---

---

•	carrying out the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer, all other officers with the title of Executive Vice President and above and any other employee of the Company to the extent required under applicable law or NASDAQ Stock Market Rules;

•	carrying out any other Board responsibilities relating to the Company’s overall compensation and benefit structure, policies and programs;

•	administering our equity compensation plans; and

•	reviewing and approving our annual compensation disclosure and analysis included in our annual report and proxy statement.

---

---

•	A majority of the directors of the Board are independent, and all members of the Audit Committee, Compensation Committee and Nominating and Governance Committee are independent, under the applicable NASDAQ standards and, in the case of the Audit Committee and the Compensation Committee, the applicable SEC standards.

•	All of the non-management directors of the Board are independent under the NASDAQ standard. The independent directors are: Richard L. Love, Mary O. Mundinger, Dr.P.H., Phillip M. Nudelman, Ph.D., Matthew D. Perry, Frederick W. Telling, Ph.D. and Reed V. Tuckson, M.D.

•	James A. Bianco, M.D. and Jack W. Singer, M.D. are not independent by virtue of their officer positions with the Company.

•	Mr. John H. Bauer and Ms. Karen Ignagni were independent under the NASDAQ standard during their respective service on the Board until October 20, 2015 and November 5, 2015.

---

---

---

---

•	financing transactions, such as public or private offerings of common stock or derivative securities;

•	our equity incentive plans and employee stock purchase plan;

•	debt, warrant or other equity restructuring or refinancing transactions, such as debt or warrant exchanges or offerings of new convertible debt or modifications to existing securities, or as payments of interest on debt securities;

•	acquisitions, strategic partnerships, collaborations, joint ventures, restructurings, divestitures, business combinations and strategic investments;

•	our Shareholder Rights Agreement, dated December 28, 2009, as amended (the "Rights Plan");

•	corporate transactions, such as stock splits or stock dividends; and

•	other corporate purposes that have not yet been identified.

---

•	elimination of cumulative voting in the election of directors;

---

•	procedures for advance notification of shareholder nominations and proposals;

•	the ability of our Board to amend our Bylaws without shareholder approval; and

•	the ability of our Board to issue shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, privileges and preferences as our Board may determine.

---

	Increase in Aggregate Share Limit. If shareholders approve this 2015 Plan proposal the number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2015 Plan will be increased by an additional 18,000,000 shares.

---

---

•	to select eligible participants and determine the type(s) of award(s) that they are to receive;

•	to grant awards and determine the terms and conditions of awards, including but not limited to the price (if any) to be paid for the shares or the award and the number of shares (if a securities-based award) to be offered or awarded;

•	to determine any applicable vesting and exercise conditions for awards, or determine that no delayed vesting or exercise is required, and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards (subject, in the case of stock options and stock appreciation rights, to the maximum ten-year term applicable to those awards);

•	to cancel, modify or waive the Company’s rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding awards, subject to any required consents;

•	subject to the other provisions of the 2015 Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award;

•

to determine the method of payment of the purchase price (if any) for any award or shares of the Company’s common stock, as well as any tax-related items with respect to the award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other lawful consideration as determined by the Administrator;

•	to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where the Company or one of its subsidiaries operates or where one or more eligible participants reside or provide services;

•	to approve the form of any award agreements used under the 2015 Plan; and

•	to construe and interpret the 2015 Plan, make rules for the administration of the 2015 Plan and make all other determinations necessary or advisable for the administration of the 2015 Plan.

---

•	The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the 2015 Plan is 12,000,000 shares.

•	The maximum number of shares subject to those options and stock appreciation rights that are granted during any calendar year to any individual under the plan currently is 2,700,000 shares. If shareholders approve this Proposal 3, this individual annual limit will increase from 2,700,000 shares to 12,000,000 shares.

•

“Qualified Performance-Based Awards” under Section 5.2 of the 2015 Plan granted to a participant in any one calendar year under the 2015 Plan will not provide for payment of more than (i) in the case of such awards payable only in cash and not related to shares, $650,000 and (ii) in the case of such awards related to shares (and in addition to options and stock appreciation rights which are subject to the limit referred to above), 2,700,000 shares.

---

•

Subject to shareholder approval of this Proposal 3, the maximum grant date fair value for awards granted to a non-employee director under the 2015 Plan during any one calendar year after 2015 will be $375,000, except that this limit will be $475,000 as to a non-employee director who is serving as the Chairman of the Board at the time the applicable grant is made. For purposes of this limit, the “grant date fair value” of an award means the value of the award on the date of grant of the award determined using the equity award valuation principles applied in the Company’s financial reporting. This limit does not apply to, and will be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of the Company or one of its subsidiaries. This limit applies on an individual basis and not on an aggregate basis to all non-employee directors as a group.

---

---

---

---

(2)

the modification of the then-outstanding and unvested Long-Term Performance Awards so that, as to any particular performance goal that is achieved after December 23, 2015 and on or before December 31, 2016, the executive will be granted a stock option with respect to the number of shares that would have otherwise vested upon attainment of the goal (as opposed to receiving or retaining such number of fully-vested shares). Any such option will have an exercise price per share equal to the closing market price of a share of the Company’s common stock on the grant date (or as of the last trading day prior to the grant date if the grant date is not a trading day) and will be scheduled to vest in semi-annual installments over a three-year period following the grant date.

•	stock options covering an aggregate of 24,169,274 shares would have been granted to the Company’s named executive officers, subject to the share limits of the 2015 Plan; and

•	1,744,406 shares of fully-vested stock underlying the LTIP RSUs would have been issuable to other Company employees who continue to hold LTIP RSUs, subject to the share limits of the 2015 Plan.

---

•	the total number of shares of our common stock previously issued with respect to Long-Term Performance Awards as a result of the prior vesting of the applicable performance-based vesting condition;

•	number of shares underlying the LTIP RSUs;

•	number of shares that would be granted subject to stock options; and

•	the number of shares representing the LTIP Plan Shortfall.

(1)

Portions of these awards vested in 2012 and 2015 following the Compensation Committee’s certification that the Company had satisfied the applicable performance condition, which for the 2012 vesting portions was receipt of the conditional marketing authorization from the European Commission for PIXUVRI as a monotherapy for the treatment of adult patients with multiply relapsed or refractory aggressive non-Hodgkin B-cell lymphomas (the “PIX MAA Authorization”) and, for the 2015 vesting portions, was the completion of a Phase 3 trial for pacritinib that satisfied the primary endpoint set forth in the statistical plan then in effect (“Pacritinib Phase 3”).

---

•	includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the 2015 Plan; and

•	does not include the shares underlying the outstanding Long-Term Performance Awards. Because such shares are excluded, this table should be read in conjunction with the immediately preceding table, which does reflect the outstanding Long-Term Performance Awards.

---

---

(1)	Includes 1,071,024 shares delivered in payment of LTIP RSUs as to which the applicable performance-based vesting condition was satisfied in 2015.

(2)

Net burn rate is equal to (x) divided by (y), where (x) is equal to the sum of total options granted by the Company during the fiscal year, plus the total restricted stock/stock unit awards granted by the Company during the fiscal year, minus the total number of shares subject to stock options, restricted stock and restricted stock unit awards canceled, terminated or forfeited during the fiscal year without the awards having become vested or paid, as the case may be, and where (y) is equal to the Company's weighted average basic common shares outstanding for each respective year.

(3)	For the three-year period ended December 31, 2015, the Company's average annual net burn rate using the methodology described in note (2) above was 6.5%.

•

without giving effect to any potential additional performance goals being achieved under the Long-Term Performance Awards and disregarding any potential cancellations, terminations or forfeitures of any currently outstanding awards, given the speculative nature of these events, it is expected that the 18,000,000 additional shares requested for the 2015 Plan under this Proposal 3 (together with the approximately 8,842,762 shares that were available for additional award grant purposes under the 2015 Plan as of December 31, 2015) would provide the Company with flexibility to continue to grant equity-based awards under the 2015 Plan through the second quarter of 2017, assuming such grants occur at an equal rate throughout the projected period; and

•

if all of the vesting conditions applicable to the Long-Term Performance Awards were satisfied as of December 31, 2015 and the shares and options subject to these awards as of that date (approximately 1,744,468 shares subject to LTIP RSUs and approximately 24,170,135 shares that would be granted subject to stock options) were taken into account, it is expected that the 18,000,000 additional shares requested for the 2015 Plan under this Proposal 3 (together with the approximately 8,842,762 shares that were available for additional award grant purposes under the 2015 Plan as of December 31, 2015) would be used entirely to satisfy only a portion of the Long-Term Performance Awards. In such instance, not only would the Company not be able to deliver all of the shares covered by the Long-Term Performance Awards, but the Company would also be unable to issue any new awards under the 2015 Plan since all such shares would be consumed by such partial payout of the Long-Term Performance Awards. However, we do not expect all of the performance conditions applicable to the Long-Term Performance Awards to be satisfied before the scheduled expiration of the awards on December 31, 2016.

---

(1)	The Company’s outstanding options generally may not be transferred to third parties for value and do not include dividend equivalent rights.

(2)	As noted above, this table does not include shares underlying the Long-Term Performance Awards. See the "Long-Term Performance Award" discussion for more information as to these awards.

---

(1)

Audit Fees. This category includes fees for professional services provided in conjunction with the audit of our financial statements and with the audit of management’s assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting, review of our quarterly financial statements, assistance and review of documents filed with the SEC, consents and comfort letters and attestation services provided in connection with statutory and other regulatory filings and engagements.

(2)

Audit Related Fees. This category pertains to fees for assurance and related professional services associated with due diligence related to mergers and acquisitions, consultation on accounting standards or transactions, consultation on internal control reviews and assistance with internal control reporting requirements, services related to the audit of employee benefit plans and other attestation services not required by statute or regulation.

(3)	Tax Fees. This category pertains to fees for professional services provided related to tax compliance, tax planning and tax advice.

(4)	Other Fees. There were no other fees for services not included above.

---

---

---

•	Executives’ bonuses under our annual incentive program are principally based on the achievement of specific performance objectives established early in the fiscal year by the Compensation Committee.

•	A significant percentage of executives’ equity awards is contingent on the achievement of specific operational and financial performance goals established by the Compensation Committee or has a value that is directly dependent upon stock price appreciation. These awards are discussed in detail below.

•	The Compensation Committee determined in December 2015 to eliminate most of the perquisites we provide to our named executive officers in order to help simplify our compensation program.

•	In December 2015, the Compensation Committee recommended and the Board approved a Stock Ownership Policy, a Policy Regarding the Recoupment of Certain Compensation Payments (compensation “clawback” policy), and revisions to our Insider Trading Policy to prohibit certain hedging and pledging transactions in our securities by our directors and officers, all as discussed in more detail below.

•

In recent years, the Compensation Committee approved arrangements for each of the named executive officers that eliminated any gross-up payments for “parachute payment” taxes under Sections 280G and 4999 of the Internal Revenue Code, and approved revisions to the severance agreements with certain of our named executive officers to eliminate “walkaway” right provisions that would have permitted them to voluntarily terminate employment for any reason following a change in control and receive severance benefits. For a discussion of benefits payable to the named executive officers in connection with a termination of employment or a change in control of the Company, see “Potential Payments upon Termination or Change in Control”.

•	The Compensation Committee retained FW Cook in 2015 to serve as its independent compensation consultant and to perform a comprehensive review of the Company’s compensation arrangements for its executive officers and directors.

---

---

---

---

•

We generally balance the total annual compensation opportunity for each of our named executive officers so that the greatest emphasis is on “at-risk” pay (annual cash incentive compensation opportunity and grant of equity incentive compensation), with the greatest portion of “at-risk” pay being in the form of equity incentive compensation in that it has a value derived from our stock price and also has either a significant performance-based vesting component or a value directly dependent on stock price appreciation.

•	Executives' bonuses under our annual incentive program are principally based on the achievement of specific performance objectives established early in the fiscal year by the Compensation Committee.

•

Since 2012, our equity award program for executives has included Long-Term Performance Awards that would vest only if we achieve specified operational and financial performance goals established by the Compensation Committee by December 31, 2016. In December 2015, the outstanding Long-Term Performance Awards held by our executive officers were modified so that as to any particular performance goal that is achieved after December 23, 2015 and on or before December 31, 2016, the executive will be granted a stock option with respect to the number of shares that would have otherwise vested upon attainment of the goal (as opposed to receiving or retaining such number of fully-vested shares). The amendments are intended to (i) further align the interests of our executives with those of our stockholders (as the options will have value only if our stock price increases after the grant date and thus enhance the pay-for-performance aspects of the program, whereas the fully-vested shares that would have otherwise been delivered under the program would have had value regardless of stock price appreciation after the grant date) and (ii) provide an additional retention incentive for our executives (as the options are scheduled to vest in semi-annual installments over a three-year period following the grant date).

•

The Compensation Committee also determined in December 2015 that the annual equity award grants for 2016 to our named executive officers would be made in the form of stock options (as opposed to prior years in which annual grants consisted of restricted stock). As with the amendment of the Long-Term Performance Awards described above, the change to granting stock options is intended to further align executives’ interests with those of stockholders since stock options will have value only if our stock price increases after the grant date and to provide an additional retention incentive.

•	In addition, the Compensation Committee determined in December 2015 to eliminate most of the perquisites we provide to our named executive officers in order to help simplify our compensation program.

•	In December 2015, the Compensation Committee recommended and the Board approved a Stock Ownership Policy, a Policy Regarding the Recoupment of Certain Compensation Payments (compensation “clawback” policy), and revisions to our Insider Trading Policy to prohibit certain hedging and pledging transactions in our securities by our directors and officers, all as discussed in more detail below.

•

In recent years, the Compensation Committee approved arrangements for each of the named executive officers that eliminated any gross-up payments for “parachute payment” taxes under Sections 280G and 4999 of the Internal Revenue Code, and approved revisions to the severance agreements with certain of our named executive officers to eliminate “walkaway” right provisions that would have permitted them to voluntarily terminate employment for any reason following a change in control and receive severance benefits. For a discussion of benefits payable to the named executive officers in connection with a termination of employment or a change in control of the Company, see “Potential Payments upon Termination or Change in Control”.

---

---

---

---

---

(1)

The Compensation Committee selected the particular financial measures because they were determined to be key indicators of Company performance, are subject to efficient and reliable tracking and monitoring and are routinely communicated to shareholders. The Compensation Committee selected the particular drug development measures because they were determined to be the key 2015 developmental goals for the Company.

(2)

The incentive opportunity for each component is expressed as a percentage of the executive’s base salary, and the relative weightings are intended as guidelines, with the Compensation Committee having final authority to determine weightings and the appropriate final bonus amounts. In some cases, the “target” and “maximum” potential bonus amounts for a particular measure are the same, reflecting that the Compensation Committee determined that this component of the opportunity would be awarded on an “all or nothing” basis, with no ability to under- or over-achieve the particular goal.

(3)	The target bonus level would be achieved if our gross sales for PIXUVRI were at least $10 million in 2015 and the maximum level would be achieved if our gross sales were at least $15 million in 2015.

(4)	The threshold bonus level would be achieved if the Company's stock price appreciated 10% during 2015. The target bonus level would be achieved if the Company's stock price appreciated 15% during 2015. The maximum bonus level would be achieved if the Company's stock price appreciated 30% during 2015.

(5)	The target/maximum award would be achieved if the Company (with the Board's approval) licensed significant new technology or product during 2015.

(6)

For Mr. Bianco and Dr. Plunkett, the target/maximum award would be achieved if enrollment in the Pacritinib 326 clinical trial were to be completed during fiscal year 2015. For Dr. Bianco and Dr. Singer, the target award would be achieved only if such enrollment were completed by the end of the third quarter of fiscal year 2015, and the maximum award would be achieved only if such enrollment were completed by the end of the second quarter of fiscal year 2015.

(7)	The target/maximum award would be achieved if the enrollment for the PIXUVRI 306 clinical trial was to be completed during fiscal year 2015 (“PIXUVRI Enrollment Milestone”).

(8)

The target award level would be achieved if the pacritinib 325 top line data were complete and available for analysis by the end of the third quarter of fiscal year 2015 (or, in the case of Dr. Singer, by the end of the second quarter). The maximum award level would be achieved if if the pacritinib 325 top line data were complete and available for analysis by the end of the second quarter of fiscal year 2015 (or, in the case of Dr. Singer, by the end of the first quarter).

(9)	The target/maximum award would be achieved if the Second Registration Study for pacritinib were to be submitted to the FDA during fiscal year 2015.

---

---

•	Completion of a Phase 3 trial for tosedostat that satisfies the primary endpoint set forth in the statistical plan then in effect (“Tosedostat Phase 3”).

•	Approval of an NDA or a marketing authorization application for tosedostat (“Tosedostat Approval”).

•	Approval of an NDA or a marketing authorization application for pacritinib (“Pacritinib Approval”).

•	Approval of an NDA for Opaxio (“Opaxio NDA Approval”).

•	Achievement of fiscal year sales equal to or greater than $50,000,000 with respect to any fiscal year (the “$50M Sales Goal”).

•	Achievement of fiscal year sales equal to or greater than $100,000,000 with respect to any fiscal year (the “$100M Sales Goal”).

•	Achievement of cash flow breakeven for any two consecutive fiscal quarters (the “Cash Flow Breakeven”).

•	Achievement of earnings per share in any fiscal year ending equal to or greater than $0.30 per share of common stock (the “EPS Goal”).

•	Achievement of a market capitalization goal of $1,000,000,000 based on the average of the closing prices of the common stock over a period of five consecutive trading days (the “Market Cap Goal”).

---

(1)	Percentages are stated as a percentage of the total number of outstanding shares of our common stock as of the vesting date (determined on a non-fully diluted basis).

(2)	Mr. Seeley’s award was granted in July 2015 in connection with his joining the Company.

•	with respect to any performance goal other than the Market Cap Goal, the full award percentage that was not otherwise achieved before the date of the change in control, as though that performance goal had been fully achieved as of the time of the change in control); and

•

with respect to the Market Cap Goal (to the extent the goal was not otherwise achieved before the date of the change in control), the full number of shares allocated to the Market Cap Goal only if our market capitalization based on the price per share of our common stock in the change in control transaction (or, if there is no such price in the transaction, the closing price of our common stock on the last trading day preceding the date of the change in control) equals or exceeds $1.0 billion. If our market capitalization is less than $1.0 billion on the date of the change in control, the recipient will not be entitled to receive or retain any of the shares allocated to the Market Cap Goal.

---

---

---

---

---

---

(1)

As noted under “Compensation Discussion and Analysis - Annual Cash Incentive Compensation” above, at the time this Proxy Statement was filed with the SEC, the Compensation Committee had not determined the cash incentives under the fiscal 2015 cash incentive program or any discretionary bonuses for 2015 for the named executive officers. When these amounts (if any) have been determined, the Company will file a report with the SEC on Form 8-K in accordance with SEC rules that provides the incentive amounts and a new total compensation figure for each of the named executive officers. Please see the “Compensation Discussion and Analysis” above for a description of the cash incentive program for the named executive officers for fiscal 2015.

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of the stock awards and option awards, respectively, granted to the Company’s named executive officers during the applicable fiscal year, and, with respect to each fiscal year in which a stock award or option award, respectively, was modified, the incremental fair value of the modified award computed in accordance with FASB ASC Topic 718. In the case of awards with performance-based vesting conditions other than market (stock price) based vesting conditions, grant date fair values (and incremental fair values, as the case may be) are calculated for this purpose based upon the outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based condition.

These amounts in the “Stock Awards” and “Option Awards” columns do not necessarily correspond to the actual cash value that will be recognized by the named executive officers pursuant to these awards. For a discussion of the assumptions and methodologies used to calculate the amounts reported, please see the discussion of equity awards contained in Note 13 (Share-Based Compensation) to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, included in the Company’s 2015 Annual Report filed with the SEC on February 16, 2016.

---

(3)

A portion of the “Stock Awards” compensation for each fiscal year for the named executive officers is the grant date fair value (or, in the case of modified awards, the incremental fair value as of the modification date) of Long-Term Performance Awards that include performance-based vesting conditions and were granted (or modified, as the case may be) in that year. These awards are included in Stock Award compensation for the applicable year based on the probable outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based vesting condition of the award. The following table presents, as to these awards that were granted (or modified, as the case may be) in fiscal year 2015, 2014 or 2013: (i) the grant date fair value (or, in the case of modified awards, the incremental fair value as of the modification date) included in the “Stock Awards” column as to the awards granted (or modified, as the case may be) each year based on the probable outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based vesting condition; and (ii) the grant date fair value (or, in the case of modified awards, the fair value as of the modification date) of the awards granted (or modified, as the case may be) each year assuming the maximum level of performance is achieved (in each case, with the fair value as otherwise determined under applicable accounting rules as noted in footnote (2) above):

(4)	The following table provides detail on the amounts reported in the “All Other Compensation” column of the table above for each named executive officer:

(a)	Certain named executive officers were accompanied by spouses, other family members and other guests on trips using chartered aircraft where the use of the chartered aircraft was for business purposes. In those cases, there was no incremental cost to the Company of having additional passengers on the chartered aircraft, and as a result, no amount is reflected in this table with respect thereto.

(b)	This amount includes $1,510 for personal travel, $89,198 for family members’ travel on commercial aircraft, $6,185 for tax preparation fees, $9,014 for club membership dues, $38,126 for security expenses and $2,763 for miscellaneous expenses.

(c)	This amount includes $2,277 for tax preparation fees, $2,730 for security expenses and $4,339 for club membership dues.

(d)	This amount includes $3,975 for tax preparation fees, $372 for club membership dues and $2,730 for security expenses.

(e)	This amount includes $5,162 for family travel expenses.

(5)	All compensation reflected in this table for Dr. Bianco and Dr. Singer was paid in connection with their respective services as officers of the Company and not in connection with their services as directors of the Company. The Company does not pay director compensation to directors who are also employees of the Company.

(6)	Mr. Seeley was appointed our Executive Vice President, Chief Commercial Officer on July 27, 2015.

---

---

(1)

The awards listed in these columns are granted under and subject to the terms of the 2015 Plan. The Compensation Committee administers and has authority to interpret the 2015 Plan provisions and make all required determinations thereunder, except the Board has authority to administer, construe, interpret and make determinations under these plans with respect to awards granted or to be granted to the non-employee directors. See “Potential Payments upon a Termination or Change in Control” below for additional discussion concerning the termination of employment and change in control terms applicable to these awards.

---

(2)

This column reflects the Long-Term Performance Award granted to Mr. Seeley in July 2015 that is subject to achievement by the Company of certain performance goals (discussed in the footnotes below) on or before December 31, 2016. Under the terms of the award as in effect prior to December 23, 2015, if a particular performance goal is timely achieved, the number of underlying shares subject to the award that would vest in connection with the attainment of such performance goal would be determined by multiplying (i) the award percentage for that award corresponding to the particular performance goal that is achieved by (ii) the total number of outstanding shares of our common stock as of the vesting date (determined on a non-fully diluted basis), subject to the applicable share limits of our equity incentive plan then in effect. In the event that insufficient shares are available under our equity incentive plan at the time of vesting, the Company may elect to amend the awards to, but is not required to, settle the award in cash or any other asset. As described in the “Compensation Discussion and Analysis” above, the award was modified on December 23, 2015 so that as to any particular performance goal that is achieved after December 23, 2015 and on or before December 31, 2016, Mr. Seeley will be granted a stock option with respect to the number of shares that would have otherwise vested upon attainment of the goal (as opposed to receiving or retaining such number of fully-vested shares). The “Target” column reflects the number of shares that would have vested or been issued under the award upon timely achievement of each performance goal based on the applicable payout percentages and the number of shares of the Company’s common stock issued and outstanding on July 27, 2015, which was the grant date of the award. However, the actual number of shares covered by a stock option issuable for the award upon the timely achievement of a performance goal may be different from the number reported in the table, as the actual number will be based on the number of shares of the Company’s common stock outstanding at the time the Compensation Committee determines the goal has been achieved. Mr. Seeley does not have the right to dispose of the Long-Term Performance Award or any other shareholder rights with respect to such award.

(3)	For a discussion of the assumptions and methodologies used to calculate the amounts reported in this column, please see the discussion of equity awards contained in Note 13 (Share-Based Compensation) to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, included in the Company’s 2015 Annual Report filed with the SEC on February 16, 2016.

(4)	These shares vested in three equal installments on March 21, 2015, September 21, 2015 and March 21, 2016. Prior to the time the shares vested, the named executive officer generally did not have the right to dispose of the restricted shares, but had the right to vote and receive dividends (if any) paid by the Company in respect of the restricted shares.

(5)	These options vest in eight semi-annual installments over the four-year period following the grant date.

(6)	These shares vest in three equal installments on the first three anniversaries of the grant date. Prior to the time the shares vest, the named executive officer generally does not have the right to dispose of the restricted shares, but has the right to vote and receive dividends (if any) paid by the Company in respect of the restricted shares.

(7)	The vesting of this award is subject to the achievement of the Opaxio NDA Approval goal on or before December 31, 2016.

(8)	The vesting of this award is subject to the achievement of the Market Cap Goal on or before December 31, 2016.

(9)	The vesting of this award is subject to the achievement of the $50M Sales Goal on or before December 31, 2016.

(10)	The vesting of this award is subject to the achievement of the $100M Sales Goal on or before December 31, 2016.

(11)	The vesting of this award is subject to achievement of Cash Flow Breakeven goal on or before December 31, 2016.

(12)	The vesting of this award is subject to achievement of the EPS Goal on or before December 31, 2016.

(13)	The vesting of this award is subject to the achievement of the Pacritinib Approval on or before December 31, 2016.

(14)	The vesting of this award is subject to the achievement of the Tosedostat Phase 3 goal on or before December 31, 2016.

(15)	The vesting of this award is subject to the achievement of the Tosedostat Approval goal on or before December 31, 2016.

---

---

---

(1)	Unless otherwise noted, all information in this table pertains to equity-based securities issued by the Company.

(2)

The entries in this column reflect the Long-Term Performance Awards that are subject to achievement by the Company of certain performance goals (identified in the footnotes below) on or before December 31, 2016. Under the terms of the award as in effect prior to December 23, 2015, if a particular performance goal is timely achieved, the number of underlying shares subject to the award that would vest in connection with the attainment of such performance goal would be determined by multiplying (i) the award percentage for that award corresponding to the particular performance goal that is achieved by (ii) the total number of outstanding shares of our common stock as of the vesting date (determined on a non-fully diluted basis), subject to the applicable share limits of our equity incentive plan then in effect. In the event that sufficient shares are not available under the applicable equity plan at the time of vesting, the Company may elect to amend the awards to, but is not required to, settle the Long-Term Performance Awards in cash or any other asset.

(3)	The dollar amounts shown in these columns are determined by multiplying the applicable number of shares or units by $1.23 (the closing price of the Company’s common stock on the last trading day of fiscal year 2015).

(4)	These options vest in eight semi-annual installments, with the first such vesting on June 23, 2016 and the eighth and final such installment vesting on December 23, 2019.

(5)	These awards vest in one installment on March 21, 2016.

(6)	The vesting of these awards is subject to the achievement of the Opaxio NDA Approval goal on or before December 31, 2016.

(7)	The vesting of these awards is subject to the achievement of the Market Cap Goal on or before December 31, 2016.

(8)	The vesting of these awards is subject to the achievement of the $50M Sales Goal on or before December 31, 2016.

(9)	The vesting of these awards is subject to the achievement of the $100M Sales Goal on or before December 31, 2016.

(10)	The vesting of these awards is subject to achievement of Cash Flow Breakeven goal on or before December 31, 2016.

(11)	The vesting of these awards is subject to achievement of the EPS Goal on or before December 31, 2016.

(12)	The vesting of these awards is subject to the achievement of the Pacritinib Approval on or before December 31, 2016.

(13)	The vesting of these awards is subject to the achievement of the Tosedostat Phase 3 goal on or before December 31, 2016.

(14)	The vesting of these awards is subject to the achievement of the Tosedostat Approval goal on or before December 31, 2016.

(15)	This award vests in three installments on July 27, 2016, July 27, 2017 and July 27, 2018.

---

(1)	The dollar amounts shown in this column for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of the Company’s common stock on the applicable vesting date.

•	cash severance equal to two years of his base salary (paid in twenty-four monthly installments);

•	reimbursement for up to two years by the Company for premiums paid to continue his health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and that of his eligible dependents;

•	continued payment for two years by the Company of premiums to maintain life insurance paid for by the Company at the time of his termination; and

•	accelerated vesting of all of his then-outstanding and unvested stock-based compensation, with his outstanding, vested stock options to remain exercisable for a period of two years following his termination date.

---

•	cash severance equal to eighteen months of his base salary (paid in eighteen monthly installments);

•	additional cash severance equal to the greater of the average of his three prior years’ bonuses or thirty percent of his base salary;

•	reimbursement for up to eighteen months by the Company for COBRA premiums to continue his medical coverage and that of his eligible dependents;

•	continued payment for up to eighteen months by the Company of premiums to maintain life insurance paid for by the Company at the time of his termination; and

•	accelerated vesting of all of his then-outstanding and unvested stock-based compensation (with outstanding and vested stock options remaining exercisable for three months following the termination date).

•

Prior to December 23, 2015, all Long-Term Performance Awards granted to the named executive officers would generally vest (subject to certain limitations with respect to the Market Cap Goal as described in the “Compensation Discussion and Analysis” above). Effective December 23, 2015, the awards were amended as noted above so that this acceleration provision will apply only to the portion of the award that relates to the Pacritinib Approval performance goal and not to any of the other performance goals for the award.

•	With respect to Dr. Bianco, all of his other then-outstanding and unvested stock-based compensation will also fully vest, and all of his outstanding stock options will remain exercisable for a period of two years following his termination date. He will also be entitled to the severance protections described above.

•

With respect to each of the other named executive officers, in accordance with the Company’s equity incentive plans, all of the executive’s other equity-based awards generally would also vest on a change in control of the Company if the awards were to be terminated in connection with the change in control (i.e., accelerated vesting would not be required if the Compensation Committee provided for the assumption, substitution or other continuation of the award following the transaction). If the awards did not become fully vested on the change in control transaction, they would generally become fully vested/exercisable if the award holder’s employment was terminated by the successor (other than for misconduct) within twelve months following the change in control (subject to any additional vesting protections provided for pursuant to an applicable agreement).

---

(1)	For Dr. Bianco, this amount represents two years of his base salary. For each of the other named executive officers, this amount represents the sum of (i) eighteen months of the executive’s base salary and (ii) the greater of the executive’s average annual bonus for the preceding three years or 30% of the executive’s base salary.

(2)	For each of the named executive officers, this amount represents the sum of (i) eighteen months of the executive’s base salary (or, in the case of Dr. Bianco, two years of his base salary) and (ii) the greater of the executive’s average annual bonus for the preceding three years or 30% of the executive’s base salary.

(3)

This amount represents the aggregate estimated cost of the premiums that would be charged to continue health coverage for the applicable period pursuant to COBRA for the executive and his eligible dependents (to the extent that such dependents were receiving health benefits as of December 31, 2015), in each case to the extent provided in the applicable severance agreement. This amount also includes the cost of continued payment by the Company of life insurance premiums for two years for Dr. Bianco and for eighteen months for the other named executive officers.

(4)

This amount represents the intrinsic value of the unvested portions of the executive’s awards that would have accelerated in the applicable scenario presented in the table. For restricted stock awards, this value is calculated by multiplying $1.23 (the closing price of the Company’s common stock on the last trading day of fiscal year 2015) by the number of shares subject to the accelerated portion of the award. For options, this value is calculated by multiplying (i) the amount (if any) by which $1.23 (the closing price of the Company’s common stock on the last trading day of fiscal year 2015) exceeds the per-share exercise price of the option, by (ii) the number of shares subject to the accelerated portion of the award. As of December 31, 2015, the per-share exercise price of each unvested option held by our named executive officers was greater than $1.23.

---

---

(1)	The amounts reported in the “Fees Earned or Paid in Cash” column reflect the amounts earned with respect to fiscal year 2015 for the director’s retainer and meeting fees.

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns of the table above reflect the grant date fair value determined in accordance with FASB ASC Topic 718 of the stock awards and option awards, respectively, granted to the Company’s non-employee directors during fiscal year 2015. These amounts do not necessarily correspond to the actual cash value that will be recognized by the directors pursuant to the awards. For a discussion of the assumptions and methodologies used to calculate the amounts reported, please see the discussion of equity awards contained in Note 13 (Share-Based Compensation) to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, included in the Company’s 2015 Annual Report filed with the SEC on February 16, 2016.

---

(3)	The following table presents the number of outstanding and unexercised option awards and the number of shares subject to unvested stock awards held by each of the Company’s non-employee directors as of December 31, 2015.

(4)	For Dr. Nudelman, the “All Other Compensation” column includes $32,602 for security expenses and $16,398 spousal travel expenses. For Dr. Telling, the “All Other Compensation” column includes includes $13,636 spousal travel expenses.

(5)	Mr. Bauer resigned from the Board effective October 20, 2015.

(6)	Ms. Ignagni resigned from the Board effective November 6, 2015.

(7)

For Dr. Telling, the “Fees Earned or Paid in Cash” column of the table above includes $5,000 fees for his service on the board of directors of Aequus; the "Stock Awards" column includes $120,000, which represents the grant date fair value (as determined under generally accepted accounting principles) of an award of 600,000 restricted shares of Aequus granted to him in December 2015. Of the 600,000 restricted shares of Aequus granted to Dr. Telling, 450,000 shares were unvested as of December 31, 2015. Dr. Telling did not receive any other compensation in 2015 for his services to Aequus.

(8)	Of this amount, $352,747 represents compensation paid by the Company to Dr. Telling for his service on the Board during 2015. As explained in note (7) above, Dr. Telling also received $125,000 total compensation from Aequus (and not provided by the Company) for his service on the Aequus board of directors during 2015.

---

---

•	The Company agreed to cancel and the non-employee directors agreed to the rescission of all Company equity awards previously granted to non-employee directors and outstanding as of May 13, 2015 that included performance-based vesting metrics and as to which the performance goals remained unsatisfied as of May 13, 2015. These awards were canceled on December 10, 2015.

•

The Company’s non-employee directors in office on May 13, 2015 agreed to hold (not transfer or sell or encumber in any way) until September 14, 2015 shares of the Company’s stock that they owned on May 13, 2015 and that were awarded to them by the Company during 2011, or at any time after 2011 through May 13, 2015, and that, at the time of the award by the Company, was fully-vested and unrestricted.

•

The Company would cap the total annual compensation provided by the Company to its non-employee directors for each of 2015 and 2016. Such annual compensation cap for each non-employee director for each of 2015 and 2016 will be the greater of (i) $375,000, plus, as to our Board Chairman, an additional $100,000, or (ii) the 75th percentile of compensation paid by a group of peer companies to their non-employee directors (and, in the case of our Chairman, the 75th percentile of compensation paid by such peers who have a non-employee director chair of their respective board of directors to such non-employee director chairs). The peer group for these purposes will be selected based on advice from the Company’s compensation consultant.

•

The Company will implement, if not already implemented, within 90 days following final approval of the Settlement by the court, and maintain until at least the end of calendar year 2017 the following: an annual board discussion of the Company’s non-employee director compensation philosophy; the use of a compensation consultant to advise the Compensation Committee on material decisions concerning non-employee director compensation issues and compare the Company’s non-employee director compensation program to a group of the Company’s peers; the use of plain language in Company’s compensation-related public filings; and obtain confirmation from the Company’s legal department and outside legal counsel advising on executive compensation matters that any contemplated non-employee director awards do not materially violate the applicable plan or materially fail to comply with applicable law.

---

---

*	Less than 1%.

**	Denotes director of the Company.

(1)

Beneficial ownership generally includes voting or investment power with respect to securities, and percentage ownership is calculated based on 280,549,524 shares of our common stock outstanding as of February 16, 2016 and 23,450,000 shares of Aequus’ common stock outstanding as of February 16, 2016. This table is based upon information supplied by officers, directors and other investors including, as to our common stock, information from Schedules 13D, 13G and 13F and Forms 3 and 4 filed with the SEC. Shares of common stock subject to options, warrants or other securities convertible into common stock that are currently exercisable or convertible, or exercisable or convertible within sixty days of February 16, 2016 are deemed outstanding for computing the percentage of the person holding the option, warrant or convertible security but are not deemed outstanding for computing the percentage of any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of stock beneficially owned.

(2)	Shares subject to convertible securities included in this column reflect any options, warrants and convertible debt held by the holder exercisable or convertible within sixty days after February 16, 2016. These shares are also included in the column titled “Number of Shares Beneficially Owned.”

---

(3)

Beneficial ownership is as of December 31, 2015 and is based on information contained in the Schedule 13G filed with the SEC on February 12, 2016. The Schedule 13G states that (i) Baxalta Incorporated (“Baxalta”) has shared voting and dispositive power over 15,673,981 shares of our common stock, and (ii) Baxalta GmbH has shared voting and dispositive power over 15,673,981 shares of our common stock. In connection with the spin-off by Baxter International Inc. of Baxalta Incorporated, the reported securities were transferred from Baxter Healthcare SA, an indirectly wholly-owned subsidiary of Baxter International Inc. to Baxalta GmbH, which at the time was also an indirect wholly-owned subsidiary of Baxter International Inc. The total 15,673,981 shares of our common stock beneficially owned by Baxalta Incorporated and Baxalta GmbH represents shares of our common stock initially issued by us to Baxter Healthcare SA upon the conversion of 30,000 shares of the Company’s Series 19 Preferred Stock acquired by Baxter Healthcare SA on November 15, 2013. Such Schedule 13G filed by Baxalta stated that, as of the time of such filing, Baxter International Inc., as the ultimate parent of Baxter Healthcare SA, may be deemed to indirectly beneficially own such shares. The address of Baxalta GmbH is Thurgauerstrasse 130, Glattpark (Opfikon), Switzerland 8152. The address of Baxalta Incorporated is One Baxter Parkway, Deerfield, Illinois 60015, U.S.A.

(4)

Beneficial ownership is as of January 11, 2016 and is based on information contained in the Schedule 13D/A filed with the SEC on January 14, 2016 by BVF Partners. The Schedule 13D/A states that BVF Partners, including certain of its affiliates, beneficially owned 44,796,940 shares of our common stock, with shared voting and dispositive power over all such shares. The address of BVF Partners is 1 Sansome Street, 30th Floor, San Francisco, California 94104.

(5)	The address of our current directors and executive officers listed is 3101 Western Avenue, Suite 600, Seattle, Washington 98121, U.S.A.

(6)	Number of shares beneficially owned includes 530,283 shares of unvested restricted stock.

(7)	Number of shares beneficially owned includes 159,085 shares of unvested restricted stock. Includes 37 shares held by Mr. Bianco in trust for his children.

(8)	Number of shares beneficially owned includes 159,085 shares of unvested restricted stock.

(9)	Number of shares beneficially owned includes 300,000 shares of unvested restricted stock.

(10)	Number of shares beneficially owned includes 159,085 shares of unvested restricted stock.

(11)	Number of shares beneficially owned includes 1,307,538 shares of unvested restricted stock for all directors and executive officers as a group.

(1)	15,589,200 of these shares were subject to stock options then outstanding under the 2007 Plan or the 2015 Plan, and 334,398 of these shares were to restricted stock units outstanding under the 2007 Plan or the 2015 Plan. The weighted-average exercise price presented in column (b) of the table above does not take restricted stock unit awards into account.

---

(2)

As described in the “Compensation Discussion and Analysis” above, the Compensation Committee approved Long-Term Performance Awards that would be payable in fully-vested shares of our common stock upon satisfaction of the performance and other requirements imposed on the award and, in December 2015, these awards were modified so that if an applicable performance goal is achieved after December 23, 2015 and on or before December 31, 2016, the award would be payable with a stock option grant (as opposed to receiving or retaining fully-vested shares). Columns (a) and (b) of this table are presented without giving effect to the Long-Term Performance Awards as the number of stock options that we would grant to our named executive officers and the number of shares we would issue pursuant to LTIP RSUs held by other employees if one of the remaining performance goals applicable to these awards was satisfied depends on our total issued and outstanding shares at the time the applicable goal is attained and was therefore not determinable as of December 31, 2015. More information regarding the Long-Term Performance Awards is presented in Proposal 3 above.

(3)

Of these shares, 8,842,762 shares were available for issuance under the 2015 Plan, and 1,976,178 were available for issuance under the ESPP. This number of shares is presented before giving effect to any stock options that would be granted to our named executive officers and the number of shares that would be issued pursuant to LTIP RSUs held by other employees if one of the performance goals applicable to the Long-Term Performance Awards remaining unsatisfied as of December 31, 2015 is satisfied on or before December 31, 2016. In the event all of those remaining performance goals applicable to the Long-Term Performance Awards were satisfied on or before December 31, 2016, the foregoing 8,842,762 shares would be used entirely to satisfy the obligation to grant stock options or settle LTIP RSUs in payment of the awards. In such instance, the Company would be unable to issue any new awards under the 2015 Plan since all such shares would be consumed by such a partial payout of the Long-Term Performance Awards. If the Long-Term Performance Awards become payable and sufficient shares are not available under the applicable equity plan, the number of shares subject to the stock options that are granted and the number of shares used to settle LTIP RSUs in payment of those awards will be proportionately reduced such that the share limits of the applicable equity plan at the time of payment will not be exceeded. In the event that sufficient shares are not available under such plan at the time of payment, the Company may elect to amend the awards to, but is not required to, settle the Long-Term Performance Awards in cash or any other asset. More information regarding the Long-Term Performance Awards is presented in Proposal 3 above. No new awards may be granted under the 2007 Plan. The shares available under the 2015 Plan may be used for any type of award authorized under the 2015 Plan including stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, and other awards payable in shares of our common stock.

---

---

---

---

---

1.	PURPOSE OF PLAN

2.	ELIGIBILITY

3.	PLAN ADMINISTRATION

3.1

The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of the Corporation and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

---

3.2

Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan;

(b)

grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that the awards are vested and/or exercisable at grant and no delayed exercisability or vesting is required, establish any applicable performance-based exercisability or vesting requirements, and establish the events (if any) of termination, expiration or reversion of such awards;

(c)	approve the forms of any award agreements (which need not be identical either as to type of award or among participants);

(d)	construe and interpret this Plan, any sub-plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan, any sub-plan or the awards granted under this Plan;

(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f)

accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services (as defined in the award agreement for purposes of the applicable award) or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise waive or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);

(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action to grant the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any of the actions contemplated by Section 7.2 in connection with the occurrence of an event of the type contemplated by Section 7.2;

(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject to the no repricing provision below);

(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined;

---

(l)	determine whether awards will be granted singly, in combination with, in tandem with, in replacement of, or as an alternative to, other awards granted under this Plan or any other incentive or compensation plan of the Corporation or any Subsidiary;

(m)	grant waivers of Plan or award conditions;

(n)	determine whether the performance targets or goals under any performance-based award have been met and whether a performance-based award has been earned; and

(o)	make all other determinations necessary or advisable for the administration of this Plan, any sub-plan or award agreement.

3.3

Binding Determinations. Any action taken by, or inaction of, the Corporation or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to actually meet the requirements of the Code applicable to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated under the Exchange Act, or otherwise for any tax or other liability imposed on a participant with respect to an award.

3.4

Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisers to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or to third parties.

4.1

Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.

4.2	Share Limits. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of the following:

---

(2)	4,721,817 shares of Common Stock available for additional award grant purposes under the Corporation’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”), as of the date of shareholder approval of this Plan (the “Shareholder Approval Date”) and determined immediately prior to the termination of the authority to grant new awards under the 2007 Plan as of the Shareholder Approval Date, plus

(3)	the number of any shares subject to stock options granted under the 2007 Plan and outstanding on the Shareholder Approval Date which expire, or for any reason are canceled or terminated, after the Shareholder Approval Date without being exercised, plus;

(4)	the number of any shares subject to restricted stock awards granted under the 2007 Plan that are outstanding and unvested on the Shareholder Approval Date that are forfeited, terminated, canceled or otherwise reacquired by the Corporation without having become vested.

(a)	The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 12,000,000 shares.

(b)	The maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted during any calendar year to any individual under this Plan is 12,000,0002 shares.

(c)	Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3.

(d)

Awards that are granted under this Plan during any one calendar year to any person who, on the grant date of the award, is a non-employee director are subject to the limits of this Section 4.2(d). The maximum number of shares of Common Stock subject to those awards that are granted under this Plan during any one calendar year to an individual who, on the grant date of the award, is a non-employee director is the number of shares that produce a grant date fair value for the award that, when combined with the grant date fair value of any other awards granted under this Plan during that same calendar year to that individual in his or her capacity as a non-employee director, is $375,000; provided that this limit is $475,000 as to a non-employee director who is serving as the Chairman of the Board. For purposes of this Section 4.2(d), a “non-employee director” is an individual who, on the grant date of the award, is a member of the Board who is not then an officer or employee of the Corporation or one of its Subsidiaries. For purposes of this Section 4.2(d), “grant date fair value” means the value of the award as of the date of grant of the award and as determined using the equity award valuation principles applied in the Corporation’s financial reporting. The limits of this Section 4.2(d) do not apply to, and shall be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of the Corporation or one of its subsidiaries. The limits of this Section 4.2(d) apply on an individual basis and not on an aggregate basis to all non-employee directors as a group.

---

4.3

Awards Settled in Cash, Reissue of Awards and Shares. Except as provided in the next sentence, shares that are subject to or underlie awards granted under this Plan which expire or for any reason are canceled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax-related items withholding obligations related to any award, shall not be available for subsequent awards under this Plan. To the extent that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the Share Limit). To the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation right or stock option granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits under Section 4.2, as opposed to only counting the shares issued. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under Section 4.2 with respect to such exercise.) Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards. The foregoing adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended to qualify as performance-based compensation thereunder.

4.4

No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards (or any particular type of award) granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.

5.1

Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are (subject, in each case, to the no repricing provisions of Section 3.2):

---

5.2

Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and employees also may be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code. An Award (other than an option or SAR) intended by the Administrator to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code is referred to as a “Performance-Based Award.” An option or SAR intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code is referred to as a “Qualifying Option” or a “Qualifying SAR.” The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more of the Business Criteria set forth below (on an absolute or relative (including, without limitation, relative to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more other companies) basis) for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing. Any Qualifying Option or Qualifying SAR shall be subject only to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2. Nothing, however, requires the Administrator to structure any award or compensation as “performance-based compensation” under Section 162(m) of the Code.

---

---

5.3	Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.

5.4

Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.

5.5	Consideration for Common Stock or Awards. The purchase price (if any) for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:

•	services rendered by the recipient of such award;

•	cash, check payable to the order of the Corporation, or electronic funds transfer;

•	notice and third party payment in such manner as may be authorized by the Administrator;

•	the delivery of previously owned shares of Common Stock;

•	by a reduction in the number of shares otherwise deliverable pursuant to the award; or

•	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

5.6

Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on the NASDAQ Stock Market (the “Market”) for the date in question or, if no sales of Common Stock were reported on the Market on that date, the closing price (in regular trading) for a share of Common Stock on the Market for the next preceding day on which sales of Common Stock were reported on the Market. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock on the Market on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock on the Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

---

(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award),

(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if received by the Administrator,

(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the Administrator.

5.8

International Awards. Notwithstanding any provision of this Plan to the contrary, to comply with the laws in the countries where the Corporation or one of its Subsidiaries operates or has Eligible Persons, the Administrator, in its sole discretion, shall have the power and authority to (a) modify the terms and conditions of any Award granted to Eligible Persons in light of the laws of jurisdictions where the Eligible Persons work or reside; (b) establish sub-plans and agreements and determine the exercise or purchase price, methods of exercise and other terms and procedures and rules, to the extend such actions may be necessary or advisable, including the adoption or rules, procedures, sub-plans and agreements applicable to Subsidiaries in particular jurisdictions; provided, however, that no such sub-plans or agreements and/or modifications shall increase the Share Limit or otherwise require shareholder approval; (c) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on eligibility to receive an award under this Plan or on termination of active service; available methods of exercise or settlement of an award, payment of tax-related items, the shifting of employer tax liability to the participant, the withholding procedures and handling of any share certificates or other indicia of ownership which may vary with local requirements. The Administrator may also adopt sub-plans to this Plan intended to allow the Corporation to grant tax-qualified awards in a particular jurisdiction. Notwithstanding the foregoing, the Corporation’s obligation to issue any shares of Common Stock or make any other payment in respect of an award granted under this Plan is subject to compliance with all applicable laws as provided in Section 8.1 of this Plan.

---

6.1

General. The Administrator shall establish the effect (if any) of a termination of employment or service (as defined in the award agreement for purposes of the applicable award) on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.2

Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise provided by applicable law, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the applicable award agreement.

6.3

Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service (as defined in the award agreement for purposes of the applicable award) shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.

7.1

Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, conversion or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall equitably and proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards.

---

7.2

Corporate Transactions - Assumption and Termination of Awards. Upon the occurrence of any of the following: any merger, combination, consolidation, conversion or other reorganization in connection with which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock); any exchange of Common Stock or other securities of the Corporation in connection with which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock); a sale of all or substantially all the business, stock or assets of the Corporation in connection with which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock); a dissolution of the Corporation; or any other event in which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock); then the Administrator may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or the award would otherwise continue in accordance with its terms in the circumstances: (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).

7.3

Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable

---

8.1

Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority, including governmental agencies outside the United States, as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation, provide such assurances and representations to the Corporation as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3

No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

8.4

Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5

Tax Withholding. The Corporation and its Subsidiaries, as appropriate shall have the authority and the right to deduct or withhold or require a participant to remit to the Corporation or its Subsidiaries an amount sufficient to satisfy any tax-related items with respect to any tax withholding or taxable event concerning a participant arising as a result of this Plan or to take any action as may be necessary in the opinion of the Corporation or its Subsidiaries, as appropriate, to satisfy withholding obligations for the payment of tax-related items, including but not limited to (a) withholding from the participant’s wages or other cash compensation; (b) withholding from the proceeds from the sale of the shares of Common Stock subject to or underlying an award either through a voluntary sale or a mandatory sale arranged by the Corporation on the participant’s behalf; (c) through withholding of shares of Common Stock underlying the award; provided, however, that the fair market value of the shares of Common Stock withheld to cover any tax-related items may in no event exceed the minimum whole number of shares required to be withheld under applicable tax law; or (d) any other method of withholding deemed acceptable by the Administrator in its sole discretion. The Corporation shall have no obligation to deliver shares of Common Stock or make any other payment under or with respect to an award until the participant or other person has made arrangements acceptable to the Administrator for the satisfaction of these tax obligations with respect to any tax withholding or taxable event concerning the participant or such other person arising as a result of the participant’s participation in this Plan. For purposes of this Plan, “tax-related items” means federal, state, local or foreign taxes including but not limited to income tax, social insurance contributions, fringe benefits tax, payment on account, employment tax, payroll tax and stamp taxes, required by law to be withheld any employer liability that may be shifted to any participants.

---

8.7

Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

8.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10

Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan,

---

8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

8.12

No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders, board of directors or committees thereof, as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

8.13

Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation or its Subsidiaries.

8.14

Clawback Policy. The awards granted under this Plan are subject to the terms of any recoupment, clawback or similar policy of the Corporation as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).

---

---

---

---

---

a.	Firmare e datare la presente delega nell’apposito spazio qui sotto.

b.	Trasmettere SIA la delega firmata SIA la certificazione rilasciata dall’intermediario ai sensi degli articoli 21 e ss. del Regolamento adottato dalla Banca d’Italia e dalla Consob in data 22 febbraio 2008 (o una copia integrale della stessa) al seguente indirizzo, o per posta o via fax:

c.	È NECESSARIO allegare alla presente delega la certificazione rilasciata dall’intermediario ai sensi degli articoli 21 e ss. del Regolamento adottato dalla Banca d’Italia e dalla Consob in data 22 febbraio 2008 (o una copia integrale della stessa) perché il proprio voto venga computato.

d.	Scadenza: la delega dovrà essere ricevuta al suddetto indirizzo (per posta o per fax) prima della chiusura delle votazioni in data 29 aprile 2016. Qualora provvediate all’invio della documentazione per posta successivamente al 1 aprile 2016, si consiglia vivamente di inviare la stessa anche via fax al suddetto numero.

---

---

a.	Please sign and date this card in the space provided below.

b.	Please submit BOTH this signed proxy card AND the certification issued by the authorized intermediaries pursuant to Section 21 (and the following sections) of the Regulation enacted by the Bank of Italy and CONSOB on February 22, 2008 (or a complete copy) to the following address either by mail or by fax:

c.	You MUST include the certification issued by the authorized intermediaries pursuant to Section 21 (and the following sections) of the Regulation enacted by the Bank of Italy and CONSOB on February 22, 2008 (or a complete copy) together with this proxy card for your vote to be counted.

d.	Deadline: Your proxy card must be received at the above address (by mail or fax) prior to the adjournment of the Annual Meeting on April 29, 2016. If you are depositing your vote in the mail after April 21, 2016, we recommend that you also submit the papers by fax to the above number.