ABAXIS INC (Form: 10-Q, Received: 02/11/2013 15:04:44)

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1

EXECUTION COPY

EXCLUSIVE AGREEMENT

THIS EXCLUSIVE AGREEMENT (“Agreement”) is made and entered into on October 26, 2012 by and between Abbott Point of Care Inc., a Delaware corporation, having its principal place of business at 400 College Road East, Princeton, NJ 08540 (“Abbott”), and Abaxis, Inc., a Delaware corporation with offices at 3240 Whipple Road, Union City, CA 94587 (“Abaxis”), and effective as of January 2, 2013 (“Effective Date”). Abbott and Abaxis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Abaxis is a manufacturer of diagnostic health care equipment and reagents and desires to obtain an OEM distributor of Products (as hereinafter defined) in the Field (as hereinafter defined) in the Territory (as hereinafter defined);

WHEREAS, Abbott is a manufacturer and distributor of various products in the Field in the Territory; and

WHEREAS, in accordance with the terms and conditions hereof, Abaxis is willing to appoint Abbott as its exclusive distributor of Products in the Territory, and Abbott is willing to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and subject to the conditions set forth below, Abaxis and Abbott hereby agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 “Abaxis Trademarks” shall mean the Abaxis-owned trademarks and trade names set forth on Exhibit 1.1.

1.2 “Abbott Trademarks” shall mean the Abbott-owned trademarks and trade names set forth on Exhibit 1.2.

1.3 “Affiliate” shall mean, with respect to a Party, any other business entity which directly or indirectly controls, is controlled by, or is under common control with, such Party. A business entity or party shall be regarded as in control of another business entity if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other business entity, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other business entity by any means whatsoever.

1.4 "Analyzer" shall mean the Piccolo Xpress® device.

1.5 "Base Target" shall mean, for each Contract Year, the minimum unit number of Product purchases required to be made by Abbott and its Affiliates during such Contract Year.

1.6 “Confidential Information” shall mean any proprietary, confidential or non-public information, including without limitation information relating to products, End Users, suppliers, data, processes, prototypes, samples, plans, marketing plans, reports, forecasts, technical or commercial information, patents, patent applications, research, research results and other trade secrets, strategies, Know-How (as hereinafter defined) or intellectual property rights disclosed in writing by one Party to the other Party under this Agreement, as well as information disclosed orally and disclosed to be “Confidential Information” at the time of disclosure, to the extent such oral disclosure is reduced to writing, marked “Confidential” and provided to the receiving Party within [ * ] after oral disclosure. “Confidential Information” shall not include any information which:

(a)

Is known to the receiving Party before receipt thereof under this Agreement, as evidenced by the receiving Party’s written records;

(b)

Is disclosed to the receiving Party without restriction by a Third Party (as hereinafter defined) not under an obligation of nondisclosure to the disclosing Party;

(c)

Is or becomes part of the public domain other than through a breach of this Agreement by the receiving Party;

(d)

Is disclosed by the disclosing Party to a Third Party without a duty of confidentiality;

(e)

Is independently developed by or for the receiving Party without use of the disclosing Party’s Confidential Information, as evidenced by the receiving Party’s records; or

(f)

Is disclosed by the receiving Party with the disclosing Party’s prior written approval.

1.7 “Contract Quarter” shall mean each calendar quarter during the Initial Term or any Renewal Term (as defined in Section 8.1).

1.8 “Contract Year” shall mean the twelve (12) month period from January 1 through December 31 of each year during the Term, provided that the first Contract Year shall mean the calendar year ending on December 31, 2013.

1.9 "Dealer" shall mean a natural person, corporation, partnership, trust, joint venture, government authority or other legal entity or organization in the Territory, other than Abaxis or Abbott and/or their respective Affiliates, which purchases Products from Abbott for the purpose of resale to End Users for use solely in the Field.

1.10 "Disc" shall mean the disposable test component of a particular Product that contains Abaxis’ [ * ] and [ * ] and operates on an Analyzer.

1.11 "End User" shall mean a natural person, corporation, partnership, trust, joint venture, government authority or other legal entity or organization in the Field in the Territory, other than Abaxis or Abbott and/or their respective Affiliates, that purchases Products under this Agreement for its own use or consumption solely in the Field.

1.12 “Field” shall mean the professionally attended human healthcare market but excluding the following: Catapult Health, LLC, pharmacy and retail store clinics, shopping malls, contract research organizations (CROs), and cruise lines. The Field does not include use in the veterinary healthcare market.

1.13 “Know-How” shall mean any and all data and information, including but not limited to ideas, designs, engineering drawings, methodologies of preparation or manufacturing, processes, instructions for use, formula enhancements, raw material specifications, raw material standards, and sources of raw material procurements, relating to the manufacture of Products.

1.14 "Products" shall mean the products manufactured by or for Abaxis listed on Exhibit 1.14.

1.15 "Product Purchases" shall mean, for each Contract Year, the Products purchased by Abbott and its Affiliates from Abaxis. For the purposes of this definition, a Product shall be considered purchased in the Contract Year in which it was delivered after having been duly ordered in accordance with the terms and conditions hereunder.

1.16 "Product Sales" means the Products Sold in the Field in the Territory by Abbott directly to: (a) Dealers for Sale or resale to End Users; or (b) End Users; net of returns. Notwithstanding the foregoing, Products returned as a result of non-compliance with the warranties set forth in Section 3.4(f) shall be counted as Product Sales, it being understood that any replacement Products corresponding to such returned Products shall not be included in Product Sales.

1.17 “Purchase Price” shall mean the price for Analyzers, Discs and other Products purchased by Abbott and its Affiliates from Abaxis hereunder, as set forth on Exhibit 1.17 and more fully described in Section 3.3.

1.18 "Sale", "Sell" or "Sold" shall mean to sell, hire, let, rent, lease or otherwise dispose of Product to a Third Party or Affiliate, provided such Affiliate is an End User of Products for commercial purposes for monetary or other valuable consideration. "Sale", "Sell" or "Sold" shall not include a transaction where samples of Product are supplied without charge to a Third Party or Affiliate for marketing or demonstration purposes or in connection with clinical or other experimental trials.

1.19 “Term” shall mean the “Initial Term” and any “Renewal Term”.

1.20 "Territory" shall mean the United States and China, including Hong Kong.

1.21 "Third Party" shall mean a natural person, corporation, partnership, trust, joint venture, governmental authority or other legal entity or organization other than the Parties and/or their Affiliates.

ARTICLE 2

APPOINTMENT AND AUTHORIZATION

2.1 Appointment .

(a) Exclusive Appointment . Subject to Section 2.5 below, Abaxis hereby appoints Abbott and its Affiliates for the Term as its exclusive distributor of Products in the Field in the Territory, and Abbott hereby accepts such appointment from Abaxis. As exclusive distributor in the Field in the Territory as of the Effective Date, Abbott shall have the sole and exclusive right (even as to Abaxis) to Sell and distribute Products in the Territory for use in the Field. Exhibit 2.1 contains a list of all (i) [ * ] , including address and contact information, of any Product in the Field in the Territory known to Abaxis as of the date of this Agreement and (ii) [ * ] , including address and contract information, of any Product in the Field in the Territory known to Abaxis as of the date of this Agreement. Abaxis shall update Exhibit 2.1 not less than [ * ] prior to the Effective Date.

(b) Abaxis Restriction . For so long as Abbott is the exclusive distributor of Products in the Field in the Territory in accordance with the terms and provisions of this Agreement, Abaxis shall not Sell or, directly or indirectly (e.g., through Affiliates or Third Parties) distribute Products, in the Field in the Territory. Upon reasonable prior notice and at mutually agreeable times, Abbott may, at Abbott’s expense, retain an independent third party auditor to audit Abaxis’ books and records relating to Abaxis’ Sales of Products solely to verify Abaxis’ compliance with its obligations under this Section 2.1(b), provided that such independent third party auditor shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement. Notwithstanding this subsection 2.1(b) or subsection 2.1(a) above, Abaxis may maintain certain consultative and technical staff, at Abaxis' expense, to assist Abbott in connection with such marketing, promotion, sales and distribution efforts. Other than Section 3.2(b), nothing contained in this Agreement shall limit or be interpreted to limit Abaxis or Abaxis’ Affiliates from selling products not listed on Exhibit 1.14 in the Territory.

2.2 [Intentionally Omitted] .

2.3 Authorization . Abaxis hereby authorizes Abbott to represent itself as Abaxis’ exclusive authorized distributor of Products in the Field in the Territory using Abaxis Trademarks in accordance with Section 4.2.

2.4 Minimum Purchase and Sales Requirements .

(a)

Minimum Purchase Requirement . Abbott shall achieve Product Purchases greater than or equal to the Base Target as set forth in the following Table 2.4(a) (“Minimum Purchase Requirement”). If [ * ] , or [ * ] in accordance with this Agreement, [ * ] and [ * ] . The Parties shall meet and negotiate in good faith to establish the Minimum Purchase Requirement for any Renewal Terms occurring beyond the years specified in Table 2.4(a).

Table 2.4(a)

	Base Target

Contract Year	Base Disc Purchases (Units)	Base Analyzer Purchases (Units)
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]

(b)

Minimum Sales Requirement . Abbott shall achieve Product Sales of at least [ * ] of Product Purchases with respect to the number of units purchased by Abbott from Abaxis and, in turn, Sold by Abbott, within each Contract Year (“Minimum Sales Requirement”). To achieve the Minimum Sales Requirement in a given Contract Year with respect to Discs, [ * ] must equal at least [ * ] . To achieve the Minimum Sales Requirement in a given Contract Year with respect to Analyzers, [ * ] must equal at least [ * ] .

2.5 Failure to Achieve Minimum Purchase and Sale Requirements . Abaxis’ sole remedies for Abbott’s failure to achieve the Minimum Purchase Requirement and Minimum Sales Requirement set forth in Section 2.4 above in any Contract Year shall be to convert Abbott’s status as exclusive distributor of Products in the Field in the Territory to non-exclusive distributor of Products in the Field in the Territory effective upon [ * ] prior written notice, and/or to terminate this Agreement upon [ * ] prior written notice.

2.6 Annual Product Purchases Calculation . Following each Contract Year, the number of Product Purchases for such Contract Year shall be determined as set forth in Subsections 2.6(a) and/or 2.6(b) below and the Parties shall execute and attach to this Agreement the “Annual Product Purchase Calculation” form set forth on Exhibit 2.6 completed for such Contract Year.

(a)

Abaxis Provides Abaxis Calculation . Within [ * ] after the end of each Contract Year, Abaxis may provide Abbott with Abaxis’ written calculation of Abbott’s Product Purchases in such Contract Year (the "Abaxis Calculation"). If Abbott disagrees with the Abaxis Calculation, Abbott shall have [ * ] after receipt of the Abaxis Calculation to respond in writing, with (i) Abbott’s calculation; (ii) the difference between Abbott’s calculation and the Abaxis Calculation; and (iii) purchase order level detail so that Abaxis may verify Abbott’s calculation. If Abaxis disagrees with Abbott’s calculation and Abbott requests, in writing, purchase order level detail for the Abaxis Calculation, Abaxis shall provide such information. If the exchange of such information does not resolve the dispute, the Parties shall negotiate in good faith to determine the actual Product Purchases in such Contract Year and, if such dispute is not resolved within [ * ] , the dispute shall be resolved pursuant to Section 9.11.

(b)

Abaxis Does Not Provide Abaxis Calculation . If Abaxis does not provide Abbott with the Abaxis Calculation within [ * ] after the end of a given Contract Year, Abbott shall provide Abaxis with Abbott’s written calculation of Abbott’s Product Purchases in such Contract Year (the "Abbott Calculation") within [ * ] after the end of such Contract Year. If Abaxis disagrees with the Abbott Calculation, Abaxis shall have [ * ] after receipt of the Abbott Calculation to respond, in writing, with (i) Abaxis’ calculation, (ii) the difference between Abaxis' calculation and the Abbott Calculation, and (iii) purchase order level detail so that Abbott may verify Abaxis’ calculation. If Abbott disagrees with Abaxis' calculation and Abaxis requests, in writing, purchase order level detail for the Abbott Calculation, Abbott shall provide such information. If the exchange of such information does not resolve the dispute, the Parties shall negotiate in good faith to determine the actual Product Purchases in such Contract Year and, if such dispute is not resolved within [ * ] , the dispute shall be resolved pursuant to Section 9.11.

2.7 Annual Product Sales Calculation . Abbott shall provide Abaxis with Abbott’s written calculation of Abbott’s Product Sales in each Contract Year in conjunction with its annual reporting obligations set forth in Section 3.8 of this Agreement.

2.8 Promotional Materials . Abbott shall not disseminate or publish any written promotional materials or advertisements intended for customer distribution referencing the Products without Abaxis’ prior written approval, which approval shall not be unreasonably withheld. Abbott shall ensure that translations, if any, are performed by professional translators into the applicable local language, and that such translations are certified. Abbott shall forward any written promotional materials or advertisements, along with [ * ] copies of any translated materials and their associated certifications, requiring Abaxis’ approval pursuant to the terms of this Section 2.8 to the attention of Abaxis Regulatory Department, 3240 Whipple Road, Union City, CA 94587. Abaxis shall review and comment on such written promotional materials or advertisements within [ * ] after receipt thereof from Abbott. If Abaxis does not respond during such [ * ] period, such promotional materials shall be deemed approved.

2.9 Performance by Affiliates . Each of the Parties acknowledges and agrees that it shall remain fully responsible for the performance of any of its Affiliates with respect to any obligations delegated or assigned to its Affiliates under this Agreement.

ARTICLE 3

SALES, MARKETING AND SUPPORT

3.1 Sales and Promotional Activities .

(a)

Marketing . Abbott shall, at its own expense, use commercially reasonable efforts to market and promote the Products in the Territory. Abbott’s promotional activities shall include, but shall not be not limited to: (a) including the Products in its appropriate catalogs, promotional mailings and like publications; (b) developing, preparing and placing advertising concerning the Products in appropriate media or through appropriate direct mail; (c) exhibiting the Products at appropriate trade shows and exhibitions; (d) conducting commercially reasonable and appropriate market research; and (e) rendering other services customarily rendered by a distributor of human medical products. By [ * ] of each Contract Year, Abbott shall provide Abaxis with a list of all proposed trade shows and exhibitions that it plans to attend in the next Contract Year. Abbott may develop printed sales and promotional materials relating to the Products in the local language at its own expense. Abbott shall provide such materials, if any, which have not been previously approved to Abaxis for Abaxis’ review and approval, which approval shall not be unreasonably delayed or withheld. Abaxis shall review such materials within [ * ] , and Abaxis’ failure to object to any materials within such [ * ] of sending shall be deemed approval. If Abaxis objects to the material, Abbott shall modify such materials accordingly.

(b)

Sales Personnel . Abbott, at its sole cost and expense, shall engage, compensate, supervise, train and maintain such competent, qualified personnel as may be reasonably required to, deliver, promote, market, sell, and distribute the Products.

(c)

Sales Effort . Abbott shall use a degree of effort to market, promote and Sell the Products in the Field in the Territory that is consistent with [ * ] , provided however that [ * ] and [ * ] .

(d)

Fees and Commission . Abbott shall not [ * ] . Abbott shall not [ * ] , including [ * ] , provided however that [ * ] .

(e)

Appointment of Dealers . Abbott shall have the right to appoint Dealers for the sale of the Products in the Field in the Territory. Abbott shall use commercially reasonable efforts to restrict each of its then-existing dealers from reselling Products to Third Parties outside the Field or Territory. Abbott agrees that, if it enters into a new agreement or arrangement, following the Effective Date, with any dealer to allow such dealer to offer for Sale, Sell, have Sold, use, have used, market, have marketed, distribute, have distributed, import and have imported Products in the Field in any country or region of the Territory, Abbott shall use commercially reasonable efforts to restrict the dealer from reselling Products to Third Parties outside the Field and Territory.

(f)

Technical Support . Abaxis shall be responsible for Technical Support with the End User. The term "Technical Support" shall mean complaint trending and tracking, maintenance of a Quality System compliant to governmental authority requirements of all markets in the Territory, complaint investigations for quality incidents, root cause determination, Product corrections and corrective actions resulting from quality issues, filing of all MDR reports, performance of risk evaluations and decision and execution authority on Product quality holds and field actions. “Technical Support” shall also mean all Product improvement initiatives initiated in response to governmental authority requirements or customer satisfaction issues.

(g)

Modified and New Products . Abbott shall provide timely comprehensive information to its Dealers or End Users, as appropriate, with respect to newly available Products, discontinuance of Products and changes in existing Products, including, but not limited to, performance specification changes and required software upgrades in Analyzers (which may or may not be coupled to specific lots of Discs). Abbott shall use commercially reasonable efforts to ensure that each End User in the Territory makes any such performance specification changes and software upgrades in a timely manner. Abaxis shall inform Abbott in writing of newly available Products, the discontinuance of Products, or changes in existing Products at least [ * ] prior to the availability of such new Products or the effectiveness of such discontinuance or change, as the case may be.

(h)

Warranty Services . Abaxis shall provide a technical liaison and assistance to End Users for standard and extended non-standard warranty services of the Products. The standard warranty, as set forth in Exhibit 3.1(h) of this Agreement, shall [ * ] for a period of [ * ] of the [ * ] . Costs for repairs (inclusive of labor, overhead and standard shipping costs related to such repairs) performed under the standard warranty for each Analyzer shall be billed to and payable by Abbott [ * ] at $ [ * ] ; provided, however, that [ * ] in any [ * ] of the [ * ] and [ * ] that remain [ * ] in the [ * ] . Warranty services beyond the standard warranty shall constitute extended non-standard warranty, the costs for repairs (inclusive of labor, overhead, standard shipping costs and replacement parts related to such extended non-standard warranty repairs) for which shall be billed to and payable by Abbott [ * ] at $ [ * ] . Abaxis shall only be obligated to provide repair services under the standard warranty for the [ * ] of (i) any [ * ] or (ii) if [ * ] within the [ * ] , the [ * ] of the [ * ] . Notwithstanding the foregoing, with respect to any existing warranties as of the Effective date beyond the initial standard warranty, Abaxis [ * ] for the [ * ] of (i) any [ * ] or (ii) if [ * ] during the [ * ] , the [ * ] of the [ * ] . Abaxis shall provide to Abbott within [ * ] following the end of [ * ] a report that provides the following for [ * ] by Abaxis: [ * ] ; [ * ] ; [ * ] ; [ * ] ; and [ * ] .

(i)

Order Entry . Abbott acknowledges and agrees that it shall be responsible for all order entry, training, and education within the Territory relating to the operation and use of the Products. All such services shall be performed in accordance with Abaxis’ standards and specifications, as notified by Abaxis to Abbott from time to time during the continuance of this Agreement.

(j)

Strategy Meetings . Periodically during the Term (but not less than [ * ] ), Abaxis and Abbott shall review topics which may include Abbott’s marketing and selling strategy, potential collaboration in the development of new Product assays or configurations to meet needs or opportunities in the Field, training of End Users, inventory, and other practices with a view toward maximizing End Users' use of and satisfaction with Products.

(k)

Quality Assurance Audit by Abaxis . Not more than [ * ] , Abaxis shall, upon giving not less than [ * ] notice to Abbott, have the right, during normal business hours, to retain an independent Third Party to visit or assess all locations where Abbott maintains or ships inventory of Products to conduct a quality assurance audit of such facilities and/or an on-site surveillance of its inventory storage tracking, provided that such independent third party shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement. Provided further that some or all of such audit activities may be undertaken directly by Abaxis upon the prior mutual written agreement of the Parties. In the event that an audit reveals matters that Abaxis determines should be corrected by Abbott, Abaxis shall provide, in writing, within [ * ] of such audit, a list of such matters and any proposed corrective action to be taken by Abbott. Abbott shall respond within [ * ] of receiving Abaxis’ notification of the corrective action to be taken and an estimated complete date.

(l)

Quality Assurance Audit by Abbott . Abbott shall, upon giving not less than [ * ] notice to Abaxis, have the right, during normal business hours, to retain an independent third party to visit or assess all locations where Abaxis manufactures, maintains, ships, or repairs inventory of Products to conduct a quality assurance audit of such facilities and/or an on-site surveillance of its inventory storage tracking, provided that such independent third party shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement. Provided further that some or all of such audit activities may be undertaken directly by Abbott upon the prior mutual written agreement of the Parties. In the event that an audit reveals matters that Abbott determines should be corrected by Abaxis, Abbott shall provide, in writing, within [ * ] of such audit, a list of such matters and any proposed corrective action to be taken by Abaxis. Abaxis shall respond within [ * ] of receiving Abbott’s notification of the corrective action to be taken and an estimated complete date.

(m)

Compliance Audit . Upon reasonable prior notice and at mutually agreeable times, Abaxis may, at Abaxis’ expense, retain an independent Third Party auditor to audit Abbott’s books and records pertaining to its business in the Field and Territory, to the extent such books and records are relevant to Abbott’s compliance with its obligations under this Section 3.1, solely to verify Abbott’s compliance with its obligations under this Section 3.1, provided that such independent third party auditor shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement.

3.2 Diversion and Counterfeiting .

(a)

Resellers – Obligations of Abbott . Abbott shall not promote or market any Product for use outside the Field or Territory, [ * ] will be [ * ] or otherwise [ * ] . Abbott shall not [ * ] that such [ * ] . In any event, Abbott shall [ * ] to [ * ] . Recognizing the end use of the Products is solely in healthcare in the Territory, Abbott shall not [ * ] or otherwise [ * ] . Abbott shall [ * ] and [ * ] to be [ * ] . Upon Abaxis’ request, if and to the extent Abbott or its Dealers Sell Products to customers for use outside the Field or Territory, Abbott shall [ * ] to the [ * ] and [ * ] . The Analyzer and Disc units Sold outside the Field or Territory shall not be included in Analyzer and Disc Purchases for the purpose of meeting the Minimum Purchase Requirement or the Minimum Sales Requirement contained in Section 2.4. Without Abaxis’ specific written consent, Abbott may not [ * ] or otherwise [ * ] .

(b)

Resellers – Obligations of Abaxis . Neither Abaxis nor its Affiliates shall promote or market any Product in the Territory for use in the Field, [ * ] will be [ * ] . Neither Abaxis nor its Affiliates shall [ * ] that such [ * ] . Abaxis shall [ * ] to [ * ] . Abaxis and its Affiliates shall not [ * ] or otherwise [ * ] . Abaxis shall [ * ] and [ * ] to be [ * ] . Without Abbott’s specific written consent, neither Abaxis nor its Affiliates may [ * ] or otherwise [ * ] .

(c)

Counterfeit Products . Abbott shall purchase Products for distribution and Sale in the Field in the Territory exclusively from Abaxis. If Abbott is offered the opportunity to purchase or otherwise becomes aware of any counterfeit products similar in appearance and/or function to the Products manufactured by an entity other than Abaxis (“Counterfeit Products”), Abbott shall promptly notify Abaxis thereof. Abbott covenants and agrees not to knowingly purchase any Counterfeit Products, and the failure of Abbott to comply with the foregoing covenant and agreement shall constitute grounds for immediate termination of this Agreement by written notice to such effect sent by Abaxis. Such termination of this Agreement shall be effective as of the date of receipt of any such notice by Abbott. In addition, Abbott acknowledges that its purchase of Counterfeit Products will cause Abaxis irreparable harm and that Abaxis shall have the right to equitable and injunctive relief, in addition to money damages, in the case of such action by Abbott. Abbott further acknowledges and agrees that Abaxis shall have no obligation to provide any warranty services for Counterfeit Products, however obtained by a Dealer or End User in the Field and Territory.

(d)

Corrupt Practices . Abbott shall comply with all relevant governmental rules and regulations with respect to Abbott’s promotion, marketing, Sale, and distribution of Products in the Field in the Territory. Abbott agrees, in its performance of this Agreement, to comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1, et seq.) (“FCPA”), U.S. export control laws, and anti-corruption laws in the Territory and to promptly notify Abaxis of any violations of such applicable laws by Abbott. Further, Abbott represents and warrants that it shall take no action that would cause Abaxis to be in violation of the FCPA, U.S. export control laws or any other applicable anti-corruption laws in the Territory. Abbott shall not use any compensation hereunder as payment to any government official or employee of any country in the Territory for the purpose of influencing such person's decisions or actions regarding the Products.

(e)

Abbott Compliance Audit . Upon reasonable prior notice and at mutually agreeable times, Abbott may, at Abbott’s expense, retain an independent third party auditor to audit Abaxis’ books and records relating to Abaxis’ Sales of Product solely to verify Abaxis’ compliance with its obligations under this Section 3.2, provided that such independent third party auditor shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement.

(f)

Abaxis Compliance Audit . Upon reasonable prior notice and at mutually agreeable times, Abaxis may, at Abaxis’ expense, retain an independent third party auditor to audit Abbott’s books and records relating to Abbott’s Sales of Products solely to verify Abbott’s compliance with its obligations under this Section 3.2, provided that such independent third party auditor shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement.

3.3 Purchase Prices . Abbott’s Purchase Prices for the Products as of the Effective Date are set forth in Exhibit 1.17, attached hereto and incorporated herein. All Purchase Prices for the Products and payments therefor shall be in U.S. dollars.

(a)

Price Adjustments . The Purchase Price for each Product shall [ * ] , upon [ * ] prior written notice, Abaxis may adjust the Purchase Prices for the Products, provided such increase may not exceed [ * ] of the [ * ] . “PPI” shall mean the most current final Producer Price Index for Manufacturing, Analytical and Scientific Instruments Except Optical, (industry code 334516-0), not seasonally adjusted, as published by the United States Department of Labor, Bureau of Labor Statistics; provided, that if the United States Department of Labor, Bureau of Labor Statistics, or a successor agency, ceases to publish the foregoing PPI, the index that will most nearly accomplish the purpose thereof and the use thereof by the parties hereto with respect to price increases under this Agreement shall be used in lieu of the foregoing PPI.

(b)

[ * ] . Abbott shall have the right to purchase [ * ] from Abaxis per Calendar Year at [ * ] to be used for [ * ] . In addition, Abbott shall have the right to purchase [ * ] from Abaxis in the [ * ] at a price of $ [ * ] to be used for [ * ] . Such purchases of Product for [ * ] in accordance with this subsection will not count towards the Minimum Purchase Requirement and will not incur premium charges.

(c)

[Intentionally Omitted] .

(d)

Resale Prices . Abaxis price increases to Abbott are in no way contingent upon Abbott agreeing to increase prices to its customers nor its effectiveness in increasing prices to its customers. Abbott shall set its own prices for resale of the Products to customers, provided that Abaxis may, at its option, suggest resale prices to Abbott.

(e)

Taxes; Import Fees . All Purchase Prices for the Products do not include insurance, freight, customs, duties, taxes, any foreign, federal, state or local taxes that may be applicable to Products including, without limitation, sales, excise ( [ * ] by the [ * ] ), value-added, withholding, and other taxes. Customs duties and charges, if any, shall be borne by Abbott. Any and all export and import licenses or approvals for Products in the Territory shall be held in [ * ] name, and such licenses or approvals will, [ * ] , either [ * ] with the [ * ] or [ * ] , in either case [ * ] . For clarity, in the event applicable laws or regulations prevent such export and import licenses or approvals from being held in [ * ] name, [ * ] . When Abaxis has the legal obligation to collect such taxes, the appropriate amount shall be added to Abbott’s invoice and paid by Abbott unless Abbott provides Abaxis with a valid tax exemption certificate authorized by the appropriate taxing authority. [ * ] shall be responsible for all [ * ] by the [ * ] .

3.4 Other Terms and Conditions of Sale . Abbott’s purchase of Products from Abaxis hereunder shall also be subject to the following terms and conditions of sale:

(a)

Payment Terms . Payment terms for all shipments of Products to Abbott shall be net [ * ] from the date of receipt of Abaxis' invoice to Abbott for each shipment of Products. All payments shall be made without set-off or counterclaim and free and clear of and without deduction for any other charges of any kind, other than amounts that are the subject of a reasonable good faith dispute. The invoiced amount shall be paid by Abbott to Abaxis by: (a) wire transfer to the bank specified by Abaxis, or (b) certified bankers check. Abaxis reserves the right to change the payment or credit terms at any time upon [ * ] prior notice to Abbott. Any invoiced amount not received within [ * ] of the date the payment was due shall be subject to a service charge of the lesser of [ * ] percent ( [ * ] %) per month or the maximum rate permitted by law.

(b)

Order Entry . Abbott shall order Products on purchase orders consistent with the process set forth in Section 3.5; provided , however , that Abbott shall [ * ] of the [ * ] of the [ * ] . All purchase order forms shall specify the quantities of each Product ordered, requested delivery dates, the identity of Products ordered, Product price, and delivery and shipping instructions including carrier selected. All orders will be governed by the terms of this Agreement. Any other terms and conditions stated on such purchase orders shall not be applicable to purchases hereunder.

(c)

Delivery . All shipments of Products to Abbott shall be shipped F.O.B. Abaxis' facilities. Abbott shall select the carriers for all shipments of Products hereunder following consultation with Abaxis, provided that [ * ] . Abbott shall be responsible for shipping charges for the Products, which shall be added to Abaxis’ invoices to Abbott. Title and risk of loss shall pass to Abbott upon delivery of the Products to the carrier for shipment. All shipments of Products shall [ * ] that [ * ] and [ * ] .

(d)

Acceptance of Product . Abbott shall inspect all Products upon delivery in a commercially reasonable manner. Failure by Abbott to give notice of defective or damaged Product within the time periods specified in Section 3.4(e) shall be deemed a waiver of Abaxis' obligations as stated herein, with respect to such defect or damage only. Notwithstanding the foregoing, this Section 3.4(d) is not intended to limit Abbott’s rights under Section 7.3 with respect to defective or damaged Product.

(e)

Defective and Improper Delivery; Product Returns . If Abbott or a Dealer or End User claims that: (a) incorrect Product was shipped; or (b) there was a shortage in the shipment, and notice in writing of such incorrect shipment or shortage is provided to Abaxis within [ * ] of receipt of the shipment then, upon receipt of such notice, Abaxis' sole obligation shall be to either replace any incorrectly shipped Product, make up any shortfall, or refund any Purchase Price paid by Abbott as a credit, at Abaxis' option; provided , however , that [ * ] . If any Product is claimed by Abbott, a Dealer or End User to be defective and Abaxis is notified in writing of such defect within [ * ] of receipt of the Product by the End User or, in the case of a latent defect, Abaxis is notified in writing within [ * ] of discovery of such latent defect within the warranty period stated in Section 3.4(f), then Abaxis' sole obligation shall be to either repair or replace any Product found by Abaxis to be defective or determined to be defective by a Third Party laboratory as provided below. If Abbott claims a credit pursuant to this Section 3.4(e), such claim shall be accompanied by the original invoice issued by Abbott to the End User or Dealer returning the Product. Upon request by Abaxis, Abbott shall deliver to Abaxis, at Abaxis’ cost, any returned Product with regard to which the credit is claimed. Abaxis shall determine [ * ] , which [ * ] . Any disagreements between the parties as to which a returned Product is defective shall, at the request of either party, be resolved by a mutually acceptable independent third party laboratory after analysis of the relevant Products. Such third party laboratory shall determine whether such Products are defective, and the parties agree that such laboratory’s determination on this issue shall be final, binding, and determinative. The party against whom the third party laboratory rules shall bear all costs of such third party testing. All sales of the Products are final and there will be no Product returns accepted except as set forth in this Section 3.4(e) without Abaxis' prior written consent.

(f)

Warranty . In addition to the warranties provided in Article 6, Abaxis warrants that (i) each Product sold hereunder will, at the time of shipment, comply with the then-current specifications for such Product and be free and clear of any and all encumbrances, liens, or other third party claims; (ii) Products (including refurbished Analyzers) shall comply with Abaxis' standard warranty therefor, as set forth in Exhibit 3.4(f). ABAXIS MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND ABAXIS EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ABAXIS SHALL HAVE NO LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THE SALE OR USE OF THE PRODUCTS, INCLUDING LOST PROFITS.

3.5 Rolling Forecasts . [ * ] after the Effective Date, Abbott shall provide Abaxis with a monthly forecast of its requirements of the Products for the first full Contract Year. On or before the [ * ] prior to the beginning of each subsequent calendar month during the Term, Abbott shall provide Abaxis with a rolling [ * ] forecast, the first [ * ] of which will be firm purchase orders binding on Abbott, the last [ * ] of each shall consist of Abbott’s best estimate forecast of its requirements of Products. Abbott shall also provide, with each monthly forecast, a [ * ] rolling unit and dollar sales history detail for each individual Product, major customer type (Dealer and End User), United States and China, including Hong Kong, the quantities and prices of Products Sold by Abbott, the aggregate total dollar sales volume for purchases on a Product group-by-Product group basis and such other information relating to the Sales and distribution of Products by Abbott as Abaxis may reasonably request.

3.6 Inventory . Abbott shall establish inventory targets and maintain inventory levels for Products [ * ] and shall maintain delivery targets [ * ] . Abbott shall ensure that Product is maintained in appropriate environmental conditions at all utilized Abbott distribution facilities, as prescribed by Abaxis.

3.7 Export Regulations . Abbott will not take any action which would, or fail to take any action where such failure would, directly or indirectly result in or constitute a violation by Abaxis or Abbott of any applicable law, treaty, ruling or regulation, including, without limitation, laws and regulations relating to the export, resale and distribution of the Products. In performing Abbott’s obligations, Abbott or any person acting on its behalf must not seek, accept, offer, promise or give any payments, fees, loans, services or gifts from or to any person or firm as a condition or result of doing business with Abaxis or Abbott. In performing its obligations under this Agreement, neither Abbott nor any person acting on Abbott’s behalf shall make, directly or indirectly, any offer or promise or authorization of a bribe, kickback, payoff or any other payment or gift intended to improperly influence an agent, government official, political party or candidate for public office to exercise their discretionary authority or influence in order to assist in the sale, marketing, promotion, importation, licensing or distribution of the Products.

3.8 Annual Reporting; Books and Records . Abbott shall provide to Abaxis annually within [ * ] following the end of each Contract Year, a report that provides Product unit Sales to Dealers and End Users that Abbott Sells to directly, aggregated monthly in each country or region, and the calculation of the percentage of Products Sold to customers by country or region. Abbott shall maintain books and records in keeping with standard industry practice relating to the Sale of Products hereunder including monthly Disc unit Sales to Dealers and End Users that Abbott Sells to directly, aggregated monthly in each country or region, and shall retain such records during the Term and for [ * ] thereafter. Such books and records shall be in accordance with generally accepted accounting principles reflecting each Product's unit Sales and per country or region in the Territory. Upon [ * ] prior written notice to Abbott, Abbott’s books and records relating to the Sale of Product hereunder shall be open for inspection in accordance with the following terms. To conduct such inspection, Abaxis shall retain, at its own expense, an independent certified public accountant reasonably acceptable to Abbott. Such examination shall occur at Abbott’s principal place of business during normal business hours for the sole purpose of verifying the accuracy of financial calculations hereunder. Such independent accountant shall be required to execute a mutually acceptable confidentiality agreement and shall report to Abaxis only the amount of any discrepancy, if any, in the calculations. Abaxis shall bear the cost of such audit, unless the audit reveals inaccurate annual reporting of unit Sales greater than [ * ] percent ( [ * ] %) or a value of [ * ] Dollars ($ [ * ] ) (whichever is greater), in which case Abbott shall reimburse Abaxis for its reasonable expenses incurred in connection with such audit.

3.9 Product Recalls and Complaints . Upon [ * ] request, and at [ * ] sole cost, [ * ] shall assist [ * ] in identifying Dealers and End Users for notification in connection with any Product recalls; provided , however , that if such Product recall is due to any fault of or material breach by [ * ] , then the cost of such Product recall shall be apportioned to [ * ] and [ * ] according to each Party’s relative fault for the Product recall. Within [ * ] of [ * ] own receipt of notice (at [ * ] ) of any End User technical questions, complaints or actual or alleged Product defects, [ * ] shall notify [ * ] thereof orally, followed promptly by a written notice.

3.10 Billing and Collections . Abbott shall have sole responsibility for billings to and collections from customers for Abbott’s sales of Products.

3.11 Abaxis Trademarks . Abbott acknowledges that Abaxis Trademarks are valid trademarks and trade names and the sole property of Abaxis, and Abbott shall not disparage or challenge the validity of Abaxis Trademarks during the Term. Abbott shall promptly notify Abaxis of any actual or alleged infringements of Abaxis Trademarks of which Abbott becomes aware during the Term. Nothing contained herein shall be construed to authorize Abbott: (a) to use any Abaxis Trademarks as a style or name, or as a part of the style or name, of any firm, partnership or corporation; (b) to apply Abaxis Trademarks to any goods other than the Products; or (c) at any time after the termination of this Agreement, to apply Abaxis Trademarks to goods or to any other use whatsoever.

3.12 Non-Competition Obligations . During the Term, other than the Analyzer and the Discs, Abbott shall not promote, distribute or sell [ * ] that utilizes [ * ] for [ * ] (i) [ * ] , (ii) [ * ] , (iii) [ * ] , (iv) [ * ] , (v) [ * ] , and (vi) any [ * ] in the Product from time to time during the Term (“Competitive Product”) in the Field in the Territory, and shall use its best efforts to ensure compliance with the provisions of this Section 3.12 by all Abbott employees, subject to the following exceptions and conditions:

(a) Exception for Recall or Withdrawal . If any Product is the subject of a recall, withdrawal or interruption of Product supply for a period in excess of [ * ] , or a Product is not available for resale due to Abaxis’ inability to supply such Products, Abbott may, at its option, purchase and resell reasonably comparable replacement products for the duration of such recall or withdrawal or Product unavailability, provided that (i) [ * ] and [ * ] , and [ * ] and [ * ] of such recall, withdrawal or Product unavailability; (ii) [ * ] and/or [ * ] which are [ * ] rather than [ * ] ; (iii) Abbott shall return to selling recalled, withdrawn or unavailable Products [ * ] and discontinue selling competitor’s products within [ * ] of the availability of such Products [ * ] ; (iv) Abaxis shall notify Abbott in writing at least [ * ] prior to the availability of such Products [ * ] to enable Abbott to commence reduction of competitive product stock. In the event that Abbott does not cease selling replacement products and resume selling Products [ * ] as set forth above within [ * ] of such Products becoming available, Abaxis shall have the right, without prejudice to any other rights or remedies available to it, to terminate this Agreement upon [ * ] prior written notice to Abbott.

(b) Compliance Audit . Upon reasonable prior notice to Abbott and at mutually agreeable times, Abaxis may, at Abaxis’ expense, retain an independent Third Party auditor to audit Abbott’s sales records, branch inventory and any other records necessary to verify Abbott’s compliance with its obligations under this Section 3.12, provided that such independent Third Party auditor shall execute a customary confidentiality agreement with the audited party with respect to the information received in connection with such audit that is not broader in scope or more burdensome than the confidentiality obligations contained in this Agreement. In the event that any such audit reveals that Abbott is non-compliant with the provisions of this Section 3.12 or that Abbott has given to Abaxis false sales data or other information concerning the purchase or sale Products, Abaxis shall notify Abbott of the results of such audit and Abbott shall have [ * ] to cure any identified deficiencies. In the event that Abbott does not cure any identified deficiencies within such [ * ] period, Abaxis may, as its sole remedy, terminate this Agreement on [ * ] notice to Abbott.

3.13 Regulatory Approvals . If and solely to the extent required by local laws, Abaxis shall, [ * ] , obtain and maintain in effect all regulatory registrations, permits, licenses and approvals (collectively, “Approvals”) necessary or appropriate for the importation of the Products into, and the distribution, sale, resale, and use of the Products within the Territory; provided however that Abbott shall, [ * ] , obtain and maintain in effect all Approvals that Abaxis requests that Abbott obtain and maintain. Abbott represents and warrants that it has and shall maintain at all times during the Term, all Approvals it has agreed to obtain and is responsible for on behalf of or for Abaxis pursuant to this Section 3.13. Abaxis shall promptly forward all copies of all such Approvals obtained and maintained by Abaxis to Abbott’s Regulatory Affairs Department. Abaxis shall inform Abbott within a reasonable period of time of any changes to the Approval process or the vigilance reporting requirements within the Territory. To the extent permitted by applicable law, such Approvals shall be [ * ] . If, however, applicable law requires [ * ] of this [ * ] , Abbott shall, [ * ] and [ * ] , or to [ * ] . Abaxis represents and warrants that it has and shall maintain at all times during the term of this Agreement, all Approvals it is responsible for (other than those of Abbott) pursuant to this Section 3.13. Should Abaxis fail to obtain or maintain such Approvals during the term of this Agreement, Abbott shall have the right to immediately terminate this Agreement upon written notice to Abaxis.

3.14 Legal Environment . Each Party shall immediately advise the other if it becomes aware of any legislation, rule, regulation or other law (including, but not limited to, all health and safety, custom, trade, tariff or other import laws, approvals process or vigilance reporting requirements) which is in effect or which may come into effect after this Agreement becomes effective and which affects the importation of the Products into, or the distribution, sale, or use of the Products within the Field in the Territory, and the Parties shall use commercially reasonable efforts to remain informed of all such legislation, rules, regulations or other laws.

3.15 Quality . Abbott shall maintain a distribution record system, compliant with all applicable laws and regulations, that enables Abaxis to effect any required Product quality holds or Product recalls.

3.16 Contacts with Authorities . Abbott shall notify Abaxis of any correspondence exchanged with local authorities regarding the distribution of the Products in the Territory.

3.17 Debarment and Exclusion . Abbott represents and warrants that, to the best of its knowledge, neither it, nor any of its employees or agents providing services under this Agreement, has ever been, is currently, or is the subject of a proceeding that could lead to that Party becoming, as applicable, a Debarred Individual or Debarred Entity. A “Debarred Individual” is an individual who has been debarred by the U.S. Food and Drug Administration (“FDA”) pursuant to Title 21 United States Code §335a (a) or (b), or by any other competent authority, including, without limitation, any local competent authority, from providing services in any capacity to a person that has an approved or pending drug product application. A “Debarred Entity” is a corporation, partnership or association that has been debarred by FDA pursuant to Title 21 United States Code §335a (a) or (b), or by any other competent authority, including, without limitation, any local competent authority, from submitting or assisting in the submission of any abbreviated drug application, or a subsidiary or affiliate of such a corporation, partnership or association. Abbott further covenants, represents and warrants that if, during the term of this Agreement, it becomes aware that it, or any of its employees or agents providing services under this Agreement, becomes or is the subject of a proceeding that could lead to that Party becoming, as applicable, a Debarred Individual or Debarred Entity, Abbott shall immediately notify Abaxis, and Abaxis shall have the right to immediately terminate this Agreement.

3.18 Customer Communication . Abbott shall promptly inform Abaxis of any Product quality-related communication (i.e., Product information, customer letters, device correction). Abbott shall follow the reasonable actions requested by Abaxis regarding quality-related matters and, at Abaxis’ request, provide any reasonable quality-related information without delay to its customers.

3.19 Promotional Materials . At no cost to Abbott, Abaxis shall provide Abbott

with such promotional materials relating to the Products as Abaxis deems appropriate in such quantities as may be mutually agreed for Abbott’s use hereunder. Such documents shall be in the English language, and may be in other languages to the extent already available. As required by local regulatory laws or regulations, Abbott shall, at its own cost, arrange for translation and certification of the translation of documents relating to the Products by a professional translator into the local language(s) of Customers and shall revise such translation (and update the applicable certification) in accordance with the changes to the Documents that may be made from time to time by Abaxis. Such translation shall at a minimum meet all regulatory requirements of the Territory and be of a standard deemed appropriate for medical products and comparable with that provided for other products sold into the health care industry in the Territory. Abbott will provide any documents translated into the local language, along with their associated certifications, to Abaxis for review and shall revise such translation according to Abaxis’ comments.

3.20 Training For Abbott and End Users . Abaxis shall provide Abbott personnel such training, at Abaxis' expense, as Abbott may request in writing and that Abaxis, at its sole discretion, deems reasonable. Notwithstanding the above, all expenses incurred by Abbott’s personnel in connection with such training, including without limitation, travel and other per diem expenses shall be borne by Abbott. Records of original training (i.e., excluding any follow-up training) directed by Abaxis will be maintained at Abaxis’ place of business in its Document Control department, and copies of such records will be provided to Abbott. Abbott, prior to shipment of Products to an End User, shall provide to each such End User Product storage and use instructions. Abbott shall use commercially reasonable efforts to ensure that all necessary and adequate introductory training is made available to End Users within [ * ] after receipt of Analyzers and Discs; further, Abbott shall provide its End Users with necessary and adequate training and support within [ * ] after delivery of the first shipment of Products to an End User. Upon Abbott’s written request, Abaxis may provide follow-up training, at its sole discretion, at Abbott’s facility. Abaxis shall pay for its employees' salaries and their travel and travel-related expenses, including meals, lodging and other living expenses. For training situations not covered by this Section 3.20, and the Parties shall discuss how to equitably share the travel and related expenses.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1 Markings . Products distributed by Abbott hereunder shall include the Abaxis Trademarks. Abbott shall not omit or alter patent numbers, trade names or trademarks, numbers or series or any other Abaxis markings affixed on the Products obtained from Abaxis or alter labeling of Products. Abbott is not authorized to use the trademark and trade name “Abaxis” or any other trademark or trade name of Abbott in any manner except to indicate that Abbott is the exclusive distributor of Product in the Field in the Territory and that Abaxis is the manufacturer of the Products, which use shall in any event be consistent with the provisions of Section 4.2 during the Term, that Abbott is an independent distributor for Abaxis and is selling Abaxis’ Products.

4.2 Use of Trademarks and Tradenames .

(a) Abaxis hereby grants to Abbott a license to use, on a nonexclusive basis for the Term, in the Field, in the Territory, without cost to Abbott other than payment for the Products, the Abaxis Trademarks, solely to identify Abaxis as the manufacturer of the Products and for Abbott’s distribution of Products and related performance under this Agreement. Abbott’s license to use the Abaxis Trademarks shall include the right to use the Abaxis Trademarks in connection with advertising and marketing the Products, and the right to promote that Abbott is an independent distributor for Abaxis and is selling Abaxis' Products. The Abaxis Trademarks and the goodwill associated therewith are and shall remain the exclusive property of Abaxis. Abbott shall not: (a) use the Abaxis Trademarks as part of any composite mark including any elements not approved in advance in writing by Abaxis; (b) challenge the validity or enforceability of the Abaxis Trademarks (unless such restriction is illegal); or (c) acquire any proprietary rights in the Abaxis Trademarks by reason of any activities under this Agreement or otherwise. All uses of the Abaxis Trademarks by Abbott and any additional goodwill created thereby shall inure to the exclusive benefit of Abaxis. Except for the limited right to use the Abaxis Trademarks as set forth herein, no right, license or other interest with respect to the Abaxis Trademarks is granted under this Agreement. Abaxis, at all times during the Term on reasonable notice, shall have the right to inspect the materials and services on or in connection with which the Abaxis Trademarks are used in order to assure Abaxis that its quality standards relating to the Products and Abbott’s servicing and other provisions of this Agreement pertinent to the Abaxis Trademarks are being observed. If at any time Abaxis shall reasonably object to any use to which the Abaxis Trademarks are put, Abbott shall promptly cease any such use.

(b) Abbott hereby grants to Abaxis a license to use (but with no obligation to use), on a non-exclusive basis for the Term, in the Field in the Territory, the Abbott Trademarks, solely to identify Abbott as a distributor for the Products. Abaxis acknowledges and agrees that Abbott is the sole and exclusive owner of all right, title and interest in and to the Abbott Trademarks, and that any and all goodwill derived from its use of the Abbott Trademarks as permitted hereunder shall inure solely to the benefit of Abbott. Abaxis shall obtain the prior written approval of Abbott for all use of the Abbott Trademarks, including, but not limited to, use of the Abbott Trademarks in any publication, press release, marketing materials, promotional materials, or website. Abbott may grant or withhold approval at Abbott’s sole discretion. If at any time Abbott shall reasonably object to any use to which the Abbott Trademarks are put, Abaxis shall promptly cease any such use. Abaxis shall not, during or after the Term, anywhere in the world, take any action that in Abbott’s sole and absolute discretion impairs or contests or tends to impair or contest the validity of Abbott’s right title and interest in and to Abbott’s Trademarks.

(c) Abbott agrees to refrain from any use of the Abaxis Trademarks in a manner that threatens to damage the goodwill associated with the Abaxis Trademarks or which threatens to tarnish the reputation or otherwise reflect unfavorably upon Abaxis. Abaxis agrees to refrain from any use of the Abbott Trademarks in a manner that threatens to damage the goodwill associated with the Abbott Trademarks or which threatens to tarnish the reputation or otherwise reflect unfavorably upon Abbott.

4.3 License to Use Computer Software . All software, on whatever media and in whatever form, Abaxis shall deliver to Abbott hereunder (the "Software") is and shall remain the property of Abaxis and its suppliers and licensors thereof and shall only be used in accordance with the terms of this Agreement and any End User License Agreements (each, a "EULA") distributed therewith. The Software contains copyrighted and proprietary trade secrets of Abaxis (and its suppliers and licensors), and Abbott shall keep the Software in confidence. Abbott shall not copy, use or disassemble the Software unless agreed by Abaxis. Abbott shall have the right to reproduce Software only for: (a) one backup/archival copy; and (b) installation on and use with equipment designated by Abaxis as suitable therefor and for use solely with the Products distributed by Abbott. Abbott shall reproduce the copyright and other proprietary notices of Abaxis and Third Parties present in the Software delivered to Abbott. Abbott’s license to use and distribute the Software shall terminate on the earlier of: (w) termination of this Agreement; (x) discontinuance of use of the designated equipment for the Software; (y) discontinuance of payment of periodic license and maintenance fees, if any; or (z) breach by Abbott of any of the above given terms; provided, that End Users' license rights shall continue in accordance with each EULA. All copies of Software with respect to which the license hereunder is terminated shall be returned to Abaxis within [ * ] after such termination. Abbott shall deliver to each End User a copy of Abaxis' EULA, which shall inform them that such Software is and shall remain the property of Abaxis and its suppliers and licensors. Copies of the translated materials shall be provided by Abbott to Abaxis for inclusion in the technical file before any CE marked Product is distributed in Abbott’s territory in the Field.

ARTICLE 5

CONFIDENTIALITY

5.1 Confidential Information . It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose Confidential Information to the other Party. The Confidential Information may be in any form whatsoever and shall be disclosed by one Party to the other Party in connection with this Agreement pursuant to the respective rights and obligations hereunder.

5.2 Term of Confidentiality . Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing, during the term of this Agreement and for a period of [ * ] following the termination of this Agreement, the receiving Party shall take such reasonable measures to maintain such Confidential Information as confidential as it takes to protect its own proprietary and confidential information, shall not use for its own benefit or the benefit of others, and shall not publish or otherwise disclose such Confidential Information except that each Party shall be each permitted to disclose portions of Confidential Information to the extent reasonably necessary to exercise its rights or fulfill its obligations hereunder, to such Party’s employees, agents, attorneys, accountants and other professional advisors, provided that such recipients of Confidential Information are subject to an obligation of confidentiality to such Party.

5.3 Disclosure Due to Judicial or Administrative Processes . In the event that a receiving Party is required by applicable judicial or administrative process to disclose Confidential Information, it shall promptly notify the disclosing Party and will reasonably cooperate with and allow the disclosing Party, at its sole cost and expense, a reasonable time to oppose such process and/or seek a protective order to limit exposure to and dissemination of said Confidential Information.

5.4 Disclosure Mandated by Law . To the extent any disclosure is required by applicable law or regulation, including but not limited to securities or other laws or regulations of any country, the Parties shall consult with each other regarding the contents of such disclosure prior to such disclosure, and the Party intending to disclose the Confidential Information pursuant to this Section 5.4 in any event shall provide to the other Party a draft copy of the information to be disclosed for approval at least [ * ] prior to such disclosure, such approval not to unreasonably withheld.

5.5 Publicity . Neither Party shall make any public announcement concerning this Agreement, nor make any public statement which includes the name of the other Party or any of its Affiliates, or otherwise use the name of the other Party or any of its Affiliates in any public statement or document, except as may be required by law or judicial order, without the written consent of such other Party, which written consent shall not be unreasonably withheld. Notwithstanding the foregoing, Abaxis shall have the right, without obtaining Abbott’s consent, to make a public announcement that solely communicates the fact that Abaxis has filed a legally required disclosure with the Securities and Exchange Commission relating to the execution of this Agreement, provided that Abbott shall have an opportunity to review and comment on such disclosure at least [ * ] before such disclosure is filed.

5.6 Terms of the Agreement . The terms of this Agreement are confidential and shall be treated as Confidential Information hereunder.

5.7 Return or Destruction of Confidential Information . Upon expiration or termination of this Agreement, or at any time upon request by Abaxis, Abbott shall promptly return to Abaxis or destroy all Confidential Information disclosed by Abaxis to Abbott (including any and all copies thereof). Upon request, Abbott shall certify to Abaxis that such action has been taken. Upon expiration or termination of this Agreement, or at any time upon request by Abbott, Abaxis shall promptly return to Abbott or destroy all Confidential Information disclosed by Abbott to Abaxis (including any and all copies thereof). Upon request, Abaxis shall certify to Abbott that such action has been taken.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1 Each Party hereby represents and warrants to the other Party as follows:

(a) Corporate Existence and Power . Such Party (a) is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, (b) has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted and as it is proposed to be conducted hereunder, and (c) is in compliance with all requirements of applicable laws and regulations, except as previously disclosed to the other Party or to the extent that any noncompliance would not have a material adverse effect on the properties, business, or financial condition of such Party and would not materially and adversely affect such Party's ability to perform its obligations under this Agreement.

(b) Authorization and Enforcement of Obligations . Such Party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.

(c) Consents . All necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.

(d) No Conflict . The execution and delivery of this Agreement and the performance of such Party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations and (b) do not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

(e) Compliance With Laws . Each Party shall perform its obligations hereunder in compliance with all applicable laws, including without limitation federal, state and local laws, regulations and accepted industry guidelines.

6.2 Intellectual Property Representations and Warranties . Abaxis represents and warrants to Abbott as follows:

(a) Abaxis owns the intellectual property or has the right to license the intellectual property for which a license is granted under this Agreement, including, but not limited to, the Abaxis Trademarks and Software;

(b) Abaxis will [ * ] , the [ * ] that are set forth in this Agreement;

(d) As of the date of this Agreement and to Abaxis’ knowledge, [ * ] by the [ * ] in accordance with this Agreement, including, but not limited to, [ * ] and [ * ] in accordance with this Agreement;

(e) As of the date of this Agreement, there have been no written claims or assertions made against Abaxis that the making, using, offering for sale, importing or distribution of the Products in the Territory [ * ] , or [ * ] .

ARTICLE 7

INDEMNIFICATION AND INSURANCE

7.1 Abbott Indemnification . Abbott shall defend, indemnify and hold harmless Abaxis, its Affiliates, and the officers, directors, employees and agents of Abaxis and its Affiliates, from and against any and all liabilities, damages, claims, demands, costs, or expenses (including reasonable attorneys' fees) claimed by any Third Party for any property or other economic loss or damage or injury or death suffered by it to the extent the same is determined to have been caused by (i) [ * ] or [ * ] , or (ii) [ * ] , other than [ * ] , but only if [ * ] or [ * ] , or [ * ] .

7.2 Insurance . During the Term, Abaxis and Abbott shall each maintain general business liability insurance coverage, including, if applicable, self-insurance, in the minimum aggregate amount of [ * ] Dollars ($ [ * ] ).

7.3 Abaxis Indemnification . Abaxis shall defend, indemnify and hold harmless Abbott, its Affiliates, and the officers, directors, employees and agents of Abbott and its Affiliates, from and against any and all liabilities, damages, claims, demands, costs, or expenses (including reasonable attorneys’ fees) claimed by any Third Party for any property or other economic loss or damage or injury or death suffered by it to the extent the same is determined to have arisen out of or been attributable to: (i) [ * ] in the [ * ] and for [ * ] or [ * ] ; (ii) [ * ] other than [ * ] or [ * ] ; (iii) any [ * ] relating to the [ * ] , or [ * ] , including, but not limited to, [ * ] or [ * ] in accordance with the terms of this Agreement; or (iv) [ * ] or [ * ] . Abaxis’ obligations hereunder will apply only when the applicable Product is unmodified by Abbott, lawfully used in the Field, lawfully dispensed or lawfully distributed all in accordance with the terms and conditions of this Agreement, and used in accordance with the applicable operator’s manual, product insert or as otherwise instructed in writing by Abaxis. Any other use of the applicable Product will not be subject to this indemnity.

7.4 Conditions of Indemnifications . If Abaxis seeks indemnification from Abbott pursuant to Section 7.1 or Abbott seeks indemnification from Abaxis pursuant to Section 7.3, the Party seeking indemnification shall (a) notify the other Party in writing of the claim or suit for which indemnification is sought within [ * ] after the date the Party seeking indemnification itself receives notice of such claim or suit and (b) allow the other Party to control the defense or settlement of such claim or suit, provided that the Party seeking indemnification may, at its own option and expense, participate in the defense or settlement of such claim or suit, and provided further that the indemnifying Party shall not enter into any binding settlement, consent to any judgment or otherwise resolve any such claim or suit pursuant to which the indemnified Party would be obligated to take or refrain from taking any action or to make any payments or admissions, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed. Failure to deliver written notice pursuant to this Section 7.4 shall only relieve the indemnifying Party of its obligations under this Article 7 if and to the extent such indemnifying Party is actually materially prejudiced thereby.

ARTICLE 8

TERM AND TERMINATION

8.1 Expiration . Unless terminated earlier by written agreement of the Parties or in accordance with the provisions of this Agreement, the term of this Agreement shall commence on the Effective Date and continue until the conclusion of [ * ] Contract Years thereafter (“Initial Term”). UPON EXPIRATION OF THE INITIAL TERM, THE AGREEMENT SHALL CONTINUE AUTOMATICALLY FOR ADDITIONAL SUCCESSIVE ONE (1) YEAR PERIODS (EACH ONE (1) YEAR PERIOD AFTER THE INITIAL TERM, A “RENEWAL TERM”) UNLESS TERMINATED BY EITHER PARTY BY GIVING WRITTEN NOTICE OF NON-RENEWAL TO THE OTHER PARTY NOT LESS THAN [ * ] PRIOR TO EXPIRATION OF THE INITIAL TERM OR ANY RENEWAL TERM OR UNLESS OTHERWISE TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. The Initial Term and Renewal Terms shall be defined as the “Term” of the Agreement. If Abaxis gives notice to Abbott of its election not to renew this Agreement, [ * ] on the last day of the Term.

8.2 Early Termination . This Agreement may be terminated as set forth below and following provision of written notice:

(a)

Bankruptcy . A Party may terminate this Agreement if the other Party becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against the other Party and not dismissed within [ * ] , or if the other Party becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

(b)

Default . A Party may terminate this Agreement if the other Party commits a material breach of this Agreement and the Party alleged to be in breach fails to (i) cure such breach or (ii) commence dispute resolution proceedings under Section 9.11 contesting whether a breach has occurred and/or whether such breach is a material breach within [ * ] after receipt of written notice from the Party asserting the breach. For purposes of this Section, a material breach by Abaxis shall include, but is not limited to, any material breach by Abaxis of its non-competition obligations pursuant to Section 3.12.

(c)

Change of Control . In the event that a Third Party, directly or indirectly, acquires at least fifty percent (50%) of the controlling interest in or assets of Abaxis, whether in a single transaction or otherwise, including any sale of assets, sale of shares, mixed sale of assets and shares, merger, consolidation or other form of business combination transaction (“Change of Control”), Abaxis shall give written notice of such Change of Control to Abbott within [ * ] of the effective date of such Change of Control. Within [ * ] of a Change of Control, [ * ] shall have the right to terminate this Agreement upon written notice to [ * ] , which [ * ] . Within [ * ] of a Change of Control, [ * ] , which [ * ] . If during the [ * ] Contract Year or any time thereafter (i.e., the [ * ] if the [ * ] ) [ * ] gives notice to [ * ] of its election to terminate this Agreement pursuant to this Section 8.2(c), [ * ] shall [ * ] in the [ * ] by [ * ] in the [ * ] .

8.3 Effect of Termination . Upon the termination of this Agreement:

(a)

The Parties shall immediately cease the use of any Confidential Information of the other Party and, in the case of Abbott, of the Abaxis Trademarks, except as permitted in Section 8.3(b) below.

(b)

Unless this Agreement is terminated by Abaxis for Abbott’s breach or bankruptcy, and subject to Abaxis' rights as provided in this Section 8.3, (i) [ * ] within [ * ] and for which [ * ] , and (ii) [ * ] on the [ * ] for a [ * ] .

(c)

Abaxis shall have the right (but not the obligation), upon prior written notice to Abbott given within [ * ] after termination to purchase from Abbott all or any portion of the Products in its inventory, for the same Purchase Prices paid for such products by Abbott, at the time of such termination for credit against outstanding invoices, or for cash refund to the extent there are no invoices then outstanding.

(d)

Abbott shall return to Abaxis all promotional and sales training materials provided to Abbott by Abaxis under this Agreement.

(e)

To the extent permitted by law, Abbott shall [ * ] and [ * ] , which [ * ] , which [ * ] , or which [ * ] .

(f)

Abbott shall not, in the final [ * ] of any notification of termination (or such actual time after notice and before actual termination, if shorter), undertake any actions intended or designed to cause End Users to purchase higher than normal levels of inventory of Products.

8.4 Continuing Obligations . Upon any termination of this Agreement (except termination for cause by Abbott due to Abaxis' breach), at Abaxis' election and in accordance with Abaxis' instructions, Abbott shall: (a) [ * ] or [ * ] ; and (b) [ * ] , including [ * ] . Following termination of this Agreement for any reason, Abbott shall have no further obligations to End Users with respect to Software updates and maintenance or technical support. Nothing in this Agreement shall be construed as preventing Abbott from soliciting End Users for other products following the termination of this Agreement.

8.5 Post-Termination Obligations . Termination or expiration of this Agreement through any means and for any reason shall not relieve the Parties of any obligations accruing prior thereto, and shall be without prejudice to the rights and remedies of either Party with respect to any breach of any of the provisions of this Agreement.

8.6 Survival . The following Articles and Sections shall survive termination or expiration of the Agreement: Articles [ * ] and Sections [ * ] . In addition, all provisions that expressly survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time.

ARTICLE 9

MISCELLANEOUS

9.1 Force Majeure . Neither Party shall be held in breach of this Agreement for failure to perform any of its obligations hereunder and the time required for performance shall be extended for a period equal to the period of such delay, provided that such delay has been caused by or is a result of any acts of God; acts of the public enemy; civil strife; wars declared or undeclared; embargoes; labor disputes, including strikes, lockouts, job actions or boycotts; fires; explosions; floods; shortages of material or energy; events caused by reason of laws or regulations or orders by any government, governmental entity or instrumentality or by any other supervening unforeseeable circumstances beyond the reasonable control of the Party so affected. The Party so affected shall: (a) give prompt written notice to the other Party of the nature and date of commencement of the force majeure event and its expected duration; and (b) use its commercially reasonable efforts to relieve the effect of such cause as rapidly as possible.

9.2 Assignment . This Agreement may be assigned by Abbott to an Abbott Affiliate without consent of Abaxis. In addition, (a) any Party may without the consent of the other Party assign its rights to payments under this Agreement and (b) any Party may without the consent of the other Party assign its rights and delegate performance of its obligations under this Agreement in connection with a sale of all or substantially all of that portion of the business of the assigning Party to which this Agreement relates (whether such sale is structured as a sale of assets, sale of shares, mixed sale of assets and shares, merger, consolidation or other form of business combination transaction). The assigning Party shall provide a written notice to the other Party of any assignment pursuant to clause (b) above as of the date of the assignment. Following any assignment pursuant to clause (b) above, the assigning Party shall continue to be responsible for the performance of all obligations arising under this Agreement prior to the date of assignment, and the assignee shall be responsible for the performance of all obligations arising under this Agreement on or after the date of the assignment. In addition, Abbott shall identify to Abaxis the Affiliate as promptly as practicable following assignment to such Affiliate.

Except as otherwise provided in this Section 9.2, no Party shall assign its rights or delegate performance of its obligations under this Agreement to any Third Party without the prior written consent of the other Party, such consent not to be unreasonably withheld, and any attempted assignment without such consent shall be void. This Agreement shall inure to the benefit of and shall be binding upon and enforceable by, the Parties and their successors and permitted assigns.

9.3 Binding Effect . This Agreement shall be binding upon and inure to the benefit of each of the Parties and its successors and permitted assigns.

9.4 Waiver . No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. Failure by either Party to enforce any of its rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either Party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

9.5 Severability . Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective shall, in that state or country, to the extent the law is contravened, be considered separable and non-applicable and shall not effect any other provision or provisions of this Agreement. Parties shall cooperate to mitigate the effects of any such contravening clause/term.

9.6 Relationship of the Parties . The relationship of the Parties under this Agreement is that of independent contractors. Nothing contained in this Agreement is intended or is to be construed so as to constitute the Parties as partners, joint ventures, or either Party as an agent or employee of the other. Neither Party has any express or implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other Party to any contract, agreement or undertaking with any Third Party, and no conduct of the Parties shall be deemed to infer such right.

9.7 Entire Agreement; Modifications . This Agreement, together with any exhibits hereto, constitute the entire agreement between the Parties relating to the subject matter hereof. It may not be modified or amended except in a writing and signed by both Parties. All previous agreements or arrangements between the Parties, written or oral, relating to the subject matter hereof are hereby canceled and superseded.

9.8 Compliance with Law . In performing this Agreement, each Party shall comply with all applicable laws, regulations and guidelines and shall not be required to perform or omit to perform any act required or permitted under this Agreement if such performance or omission would violate the provisions of any such law, regulation or guideline.

9.9 Counterparts . This Agreement may be executed in one or more identical counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument.

9.10 Governing Law . All disputes arising in any manner out of or in relation to this Agreement shall be resolved in accordance with the laws of Illinois, without reference to its choice of laws provisions. Each Party hereby disclaims the application to this Agreement of the United Nations Convention on the International Sale of Goods.

9.11 Alternative Dispute Resolution . Any dispute that arises in connection with this Agreement shall be binding on the Parties and resolved by binding Alternative Dispute Resolution (“ADR”) in the manner described in Exhibit 9.11.

9.12 Notices . Any notice, report, payment or statement required or permitted under this Agreement shall be considered to be given when in writing sent by certified mail (return receipt requested), postage prepaid, or faxed then mailed, or if sent via courier and addressed to the Party for whom it is intended at its address of record. The record address of the Parties is as follows:

If to Abaxis:	Abaxis, Inc.
	Attn: Chief Commercial Officer
	3240 Whipple Road
	Union City, CA 94587
	Fax: 510-441-6150

with copy to:	Cooley LLP
	3175 Hanover Street
	Palo Alto, CA 94304-1130
	Attn: Glen Sato, Esq.
	Fax: 650-849-7400

If to Abbott:	Director, Business Development
	Abbott Point of Care
	400 College Road East
	Princeton, NJ 08540
	Tel: 609-454-9418
	Fax: 609-228-5570

with copy to:	Divisional Vice President, Commercial Legal Operations
	Abbott Laboratories
	AP6A-2
	100 Abbott Park Road
	Abbott Park, IL 60064-6049
	Fax: 847-938-1206

9.13 Expenses . Unless otherwise specifically provided for herein, all costs and expenses incurred with connection with this Agreement and the transactions contemplated hereby shall be paid by the Party that shall have incurred the same, and the other Party shall have no liability thereto.

9.14 Interpretation . When a reference is made in this Agreement to Sections, Subsections, Tables or Exhibits, such references shall be to a Section, Subsection, Table or Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings, if contained in this Agreement, have been inserted for convenience of reference only and shall not be relied upon in construing this Agreement. Use of any gender herein to refer to any person shall be deemed to comprehend masculine, feminine, and neuter unless the context clearly requires otherwise.

IN WITNESS WHEREOF, each Party has caused this Agreement to be signed by its duly authorized representative as of the date set forth below.

ABBOTT POINT OF CARE INC.		ABAXIS, INC.

By:	/s/ Greg Arnsdorff	By:	/s/ Clinton H. Severson

Name: Greg Arnsdorff		Name: Clinton H. Severson

Title: President		Title: Chairman, President and CEO

Date: 10/26/12		Date: 10/26/12

Exhibit 1.1

Abaxis Trademarks

MARK	COUNTRY	APPLICATION/ REGISTRATION NO.	CLASS/GOODS/ SERVICES	CURRENT STATUS
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

Exhibit 1.2

Abbott Trademarks

Mark	Territory	Class/ Goods/Services	Registration No.	Current Status
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

Mark	Territory	Class/ Goods/Services	Registration No.	Current Status
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

Mark	Territory	Class/ Goods/Services	Registration No.	Current Status
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

Mark	Territory	Class/ Goods/Services	Registration No.	Current Status
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

Exhibit 1.14

Products


PICCOLO EXPRESS CHEMISTRY ANALYZER
	[ * ]	[ * ]



[ * ] REAGENT DISCS
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]

	[ * ]	[ * ]
[ * ] REAGENT DISCS
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]

[ * ]
	[ * ]	[ * ]


	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]
	[ * ]	[ * ]

Exhibit 1.17

Purchase Price

Discs

[ * ]

Analyzers

[ * ]

Part #:	Price:
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

[ * ]

Part #:	Price:
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

[ * ] are subject to [ * ]

Exhibit 2.1

[ * ] and [ * ]

(Known to Abaxis as of the date of this Agreement)

(See attached list)

[*]

Exhibit 2.6

Annual Product Purchase Calculation

Contract Year: _____________

Abaxis Calculation: _____________		date provided to Abbott: __________

Approved by Abbott: __ Yes / __ No*		date approved by Abbott: _________

* if No:
Abbott Calculation: _____________		date provided to Abaxis: __________

Approved by Abaxis: __ Yes / __ No **		date approved by Abaxis: _________

** if No:
Agreed Calculation: _____________		date agreed: ____________

Official Determination of Product Purchases

For Contract Year _______ is _____________________.

Agreed and Accepted by:

Abbott Point of Care Inc.			Abaxis, Inc.

By:			By:

Name:			Name:

Title:			Title:

Date:			Date:

Exhibit 3.1(h)

Standard Warranty

Abaxis warrants the Analyzer (excluding disposable or consumable supplies) against defects in materials and workmanship for [ * ] to the [ * ] .

If Abaxis receives notice of such defects during the warranty period, Abaxis shall, at its option, either repair or replace products which prove to be defective. During this warranty period, Abaxis shall [ * ] .

Costs for repairs (inclusive of labor, overhead and standard shipping costs related to such repairs) performed under the standard warranty for each Analyzer shall be billed to and payable by Abbott [ * ] at $ [ * ] ; provided, however, that [ * ] in any [ * ] of the [ * ] and [ * ] that remain [ * ] in the [ * ] . Abaxis will provide at its discretion one of the following to customers with an Analyzer requiring service during the warranty period: (1) [ * ] which will [ * ] , or (2) [ * ] for the [ * ] and [ * ] .

With respect to software or firmware, if Abaxis receives notice of defects in these products during the warranty period, [ * ] , provided that [ * ] . Abaxis does not [ * ] or [ * ] .

Warranty services beyond the standard warranty shall constitute extended non-standard warranty, the costs (inclusive of labor, overhead, standard shipping costs and replacement parts related to such extended non-standard warranty repairs) for which shall be billed to and payable by Abbott [ * ] at $ [ * ] .

Abaxis shall provide to Abbott within [ * ] following the end of [ * ] a report that provides the following for [ * ] by Abaxis: [ * ] ; [ * ] ; [ * ] ; [ * ] ; and [ * ] .

Exhibit 9.11

Alternate Dispute Resolution (ADR)

The Parties recognize that from time to time a dispute may arise relating to either Party’s rights or obligations under this Agreement. The Parties agree that any such dispute shall be resolved by the Alternative Dispute Resolution (“ADR”) provisions set forth in this Exhibit 9.11, the result of which shall be binding upon the Parties.

[ * ]

Exhibit 10.4

ABAXIS, INC.

2005 EQUITY INCENTIVE PLAN

Table of Contents

			Page

1.	ESTABLISHMENT, PURPOSE AND TERM OF PLAN		A-1
	1.1	Establishment	A-1
	1.2	Purpose	A-1
	1.3	Term of Plan	A-1
2.	DEFINITIONS AND CONSTRUCTION		A-1
	2.1	Definitions	A-1
	2.2	Construction	A-7
3.	ADMINISTRATION		A-7
	3.1	Administration by the Committee	A-7
	3.2	Administration with Respect to Insiders	A-7
	3.3	Committee Complying with Section 162(m)	A-7
	3.4	Powers of the Committee	A-7
	3.5	Option or SAR Repricing	A-9
	3.6	Indemnification	A-9
4.	SHARES SUBJECT TO PLAN		A-9
	4.1	Maximum Number of Shares Issuable	A-9
	4.2	Adjustments for Changes in Capital Structure	A-10
5.	ELIGIBILITY AND AWARD LIMITATIONS		A-10
	5.1	Persons Eligible for Awards	A-10
	5.2	Participation	A-10
	5.3	Incentive Stock Option Limitations	A-10
	5.4	Award Limits	A-11
6.	TERMS AND CONDITIONS OF OPTIONS		A-12
	6.1	Exercise Price	A-12
	6.2	Exercisability and Term of Options	A-12
	6.3	Payment of Exercise Price	A-13
	6.4	Effect of Termination of Service	A-13
	6.5	Transferability of Options	A-14
7.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS		A-14
	7.1	Types of SARs Authorized	A-14

A-i

Table of Contents

( continued )

			Page

	7.2	Exercise Price	A-14
	7.3	Exercisability and Term of SARs	A-14
	7.4	Deemed Exercise of SARs	A-14
	7.5	Effect of Termination of Service	A-15
	7.6	Nontransferability of SARs	A-15
8.	TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS		A-15
	8.1	Types of Restricted Stock Awards Authorized	A-15
	8.2	Purchase Price	A-15
	8.3	Purchase Period	A-15
	8.4	Vesting and Restrictions on Transfer	A-15
	8.5	Voting Rights; Dividends and Distributions	A-16
	8.6	Effect of Termination of Service	A-16
	8.7	Nontransferability of Restricted Stock Award Rights	A-16
9.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS		A-16
	9.1	Types of Performance Awards Authorized	A-17
	9.2	Initial Value of Performance Shares and Performance Units	A-17
	9.3	Establishment of Performance Period, Performance Goals and Performance Award Formula	A-17
	9.4	Performance Cash Awards	A-17
	9.5	Measurement of Performance Goals	A-18
	9.6	Settlement of Performance Awards	A-18
	9.7	Voting Rights; Dividend Equivalent Rights and Distributions	A-19
	9.8	Effect of Termination of Service	A-20
	9.9	Nontransferability of Performance Awards	A-20
10.	TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDS		A-20
	10.1	Grant of Restricted Stock Unit Awards	A-20
	10.2	Vesting	A-20
	10.3	Voting Rights, Dividend Equivalent Rights and Distributions	A-21
	10.4	Effect of Termination of Service	A-21
	10.5	Settlement of Restricted Stock Unit Awards	A-21

A-ii

Table of Contents

( continued )

			PAGE

	10.6	Nontransferability of Restricted Stock Unit Awards	A-22
11.	DEFERRED COMPENSATION AWARDS		A-22
	11.1	Establishment of Deferred Compensation Award Programs	A-22
	11.2	Terms and Conditions of Deferred Compensation Awards	A-22
12.	OTHER STOCK-BASED AWARDS		A-24

13.	CHANGE IN CONTROL		A-24
	13.1	Effect of Change in Control on Options and SARs	A-24
	13.2	Effect of Change in Control on Restricted Stock Awards	A-24
	13.3	Effect of Change in Control on Performance Awards	A-25
	13.4	Effect of Change in Control on Restricted Stock Unit Awards	A-25
	13.5	Effect of Change in Control on Deferred Compensation and Other Stock-Based Awards	A-25
14.	COMPLIANCE WITH SECURITIES LAW		A-25
15.	TAX WITHHOLDING		A-26
	15.1	Tax Withholding in General	A-26
	15.2	Withholding in Shares	A-26
16.	AMENDMENT OR TERMINATION OF PLAN		A-26
17.	MISCELLANEOUS PROVISIONS		A-26
	17.1	Repurchase Rights	A-26
	17.2	Provision of Information	A-27
	17.3	Rights as Employee, Consultant or Director	A-27
	17.4	Rights as a Shareholder	A-27
	17.5	Fractional Shares	A-27
	17.6	Severability	A-27
	17.7	Beneficiary Designation	A-27
	17.8	Unfunded Obligation	A-28
	17.9	Choice of Law	A-28

A-iii

ABAXIS, INC.

2005 EQUITY INCENTIVE PLAN

1.	Establishment, Purpose and Term of Plan .

1.1 Establishment . The Abaxis, Inc. 2005 Equity Incentive Plan (the “ Plan ”) is hereby established effective as of its approval by the shareholders of the Company (the “Effective Date”). The Plan is the successor to the Company’s 1998 Stock Option Plan and its share reserve.

1.2 Purpose . The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Participating Company Group, by motivating such persons to contribute to the growth and profitability of the Participating Company Group, by aligning their interests with interests of the Company’s shareholders, and by rewarding such persons for their services by tying a significant portion of their total compensation package to the success of the Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Shares, Performance Units, Performance Cash Awards, Restricted Stock Units, Deferred Compensation Awards and other Stock-Based Awards as described below.

1.3 Term of Plan . The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date.

2.	Definitions and Construction .

2.1 Definitions . Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “ Affiliate ” means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.

(b) “ Award ” means any Option, SAR, Restricted Stock Award, Performance Share, Performance Unit, Performance Cash Award, Restricted Stock Unit or Deferred Compensation Award or other Stock-Based Award granted under the Plan.

A-1

(c) “ Award Agreement ” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Change in Control ” means, unless otherwise defined by the Participant’s Award Agreement or contract of employment or service, an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(f) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(g) “ Committee ” means the Compensation Committee or other committee of the Board consisting of at least two members of the Board that has been duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(h) “ Company ” means Abaxis, Inc., a California corporation, or any successor corporation thereto.

(i) “ Consultant ” means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

(j) “ Deferred Compensation Award ” means an award of Stock Units granted to a Participant pursuant to Section 11 of the Plan.

(k) “ Director ” means a member of the Board.

A-2

(l) “ Disability ” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.

(m) “ Dividend Equivalent ” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.

(n) “ Employee ” means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.

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

(p) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the New York Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(q) “ Incentive Stock Option ” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

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(r) “ Insider ” means an Officer, a Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(s) “ Net-Exercise ” means a procedure by which the Participant will be issued a number of shares of Stock determined in accordance with the following formula:

X =

Y(A-B)/A, where

X =

the number of shares of Stock to be issued to the Participant upon exercise of the Option;

Y =

the total number of shares with respect to which the Participant has elected to exercise the Option;

A =

the Fair Market Value of one (1) share of Stock;

B =

the exercise price per share (as defined in the Participant’s Award Agreement).

(t) “ Nonemployee Director ” means a Director who is not an Employee.

(u) “ Nonstatutory Stock Option ” means an Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.

(v) “ Officer ” means any person designated by the Board as an officer of the Company.

(w) “ Option ” means the right to purchase Stock at a stated price for a specified period of time granted to a Participant pursuant to Section 6 of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(x) “ Option Expiration Date ” means the date of expiration of the Option’s term as set forth in the Award Agreement.

(y) “ Ownership Change Event ” shall be deemed to have occurred if any of the following occurs with respect to the Company:

(i) the direct or indirect sale or exchange in a single or series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company;

(ii) a merger or consolidation in which the Company is a party;

(iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or

(iv) a liquidation or dissolution of the Company.

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(z) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(aa) “ Participant ” means any eligible person who has been granted one or more Awards.

(bb) “ Participating Company ” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.

(cc) “ Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

(dd) “ Performance Award ” means an Award of Performance Shares, Performance Units or a Performance Cash Award.

(ee) “ Performance Award Formula ” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 9.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

(ff) “Performance Cash Award” means an award granted pursuant to the terms and conditions of Section 9.4 representing a right granted to a Participant to receive a payment equal to a specified amount of cash, as determined by the Committee, based on performance.

(gg) “ Performance Goal ” means a performance goal established by the Committee pursuant to Section 9.3 of the Plan.

(hh) “ Performance Period ” means a period established by the Committee pursuant to Section 9.3 of the Plan at the end of which one or more Performance Goals are to be measured.

(ii) “ Performance Share ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 9 of the Plan to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

(jj) “ Performance Unit ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 9 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.

(kk) “ Restricted Stock Award ” means an Award of Restricted Stock.

(ll) “ Restricted Stock Unit ” or “ Stock Unit ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 or Section 11 of the Plan, respectively, to receive a share of Stock on a date determined in accordance with the provisions of Section 10 or Section 11, as applicable, and the Participant’s Award Agreement.

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(mm) “ Restriction Period ” means the period established in accordance with Section 8.4 of the Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.

(nn) “ Retirement ” means termination as an Employee of a Participating Company at age 55 or older, provided that the Participant was an Employee for at least five consecutive years prior to the date of such termination.

(oo) “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(pp) “ SAR ” or “ Stock Appreciation Right ” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 7 of the Plan to receive payment in any combination of shares of Stock or cash of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

(qq) “ Section 162(m) ” means Section 162(m) of the Code.

(rr) “ Securities Act ” means the Securities Act of 1933, as amended.

(ss) “ Service ” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option, unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(tt) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2 of the Plan.

(uu) “ Stock-Based Awards ” means any award that is valued in whole or in part by reference to, or is otherwise based on, the Stock, including dividends on the Stock, but excluding those Awards described in Sections 6 through 11 of the Plan.

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(vv) “ Subsidiary Corporation ” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(ww) “ Ten Percent Owner ” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.

(xx) “ Vesting Conditions ” mean those conditions established in accordance with Section 8.4 or Section 10.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.

2.2 Construction . Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3.	Administration .

3.1 Administration by the Committee . The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

3.2 Administration with Respect to Insiders . With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.3 Committee Complying with Section 162(m) . While the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

3.4 Powers of the Committee . In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award;

(b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

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(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof;

(f) to approve one or more forms of Award Agreement;

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Nonstatutory Stock Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Nonstatutory Stock Option and otherwise provides substantially equivalent terms and conditions as the replaced Nonstatutory Stock Option, as determined by the Committee;

(j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;

(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and

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(l) to delegate to the Chief Executive Officer or the Chief Financial Officer the authority with respect to ministerial matters regarding the Plan and Awards made under the Plan.

3.5 Option or SAR Repricing . Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the shareholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options or SARs and the grant in substitution therefore of cash and/or new Options or SARs having a lower exercise price or (b) the amendment of outstanding Options or SARs to reduce the exercise price thereof. This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code.

3.6 Indemnification . In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4.	Shares Subject to Plan .

4.1 Maximum Number of Shares Issuable . Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be six million seven hundred eighty-six thousand (6,786,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to the extent such shares are withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 15.2. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares actually issued in such payment. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net-Exercise, the number of shares available for issuance under the Plan shall be reduced only by the net number of shares for which the Option is exercised.

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4.2 Adjustments for Changes in Capital Structure . Subject to any required action by the shareholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the Award limits set forth in Section 5.4, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number. The Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

5.	Eligibility and Award Limitations .

5.1 Persons Eligible for Awards . Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Service only to any “parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act, unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A of the Code because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards comply with the distribution requirements of Section 409A of the Code.

5.2 Participation . Awards other than Nonemployee Director Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, excepting Nonemployee Director Awards, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive Stock Option Limitations .

(a) Persons Eligible . An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ ISO-Qualifying Corporation ”).

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(b) Fair Market Value Limitation . To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified.

5.4 Award Limits .

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options . Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed six million seven hundred eighty-six thousand (6,786,000) shares.

(b) Minimum Vesting for Full Value Awards . Except with respect to a maximum of five percent (5%) of the shares of Stock authorized for issuance under Section 4.1, any Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards (“Full Value Awards”) which vest on the basis of the Participant’s continued Service shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Full Value Awards which vest upon the attainment of Performance Goals shall provide for a Performance Period of at least twelve (12) months.

(c) Section 162(m) Award Limits . The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m).

(i) Options and SARs . Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than 100,000 shares.

(ii) Restricted Stock and Restricted Stock Unit Awards . Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Restricted Stock Awards or Restricted Stock Unit Awards, subject to Vesting Conditions based on the attainment of Performance Goals, for more than 500,000 shares.

(iii) Performance Share and Performance Unit Awards . Subject to adjustment as provided in Section 4.2, no Employee shall be granted (1) Performance Shares which could result in such Employee receiving more than 500,000 shares for each full fiscal year of the Company contained in the Performance Period for such Award, or (2) Performance Units which could result in such Employee receiving value equal to more than 500,000 shares for each full fiscal year of the Company contained in the Performance Period for such Award.

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(iv) Performance Cash Awards. In any calendar year, the Committee may not grant a Performance Cash Award that has a maximum value that may be paid to any Participant in excess of five million dollars ($5,000,000).

(v) Stock-Based Awards . Subject to adjustment as provided in Section 4.2, no Employee may be granted Stock-Based Awards which could result in the Employee receiving more than 50,000 shares (or equivalent value) in any fiscal year of the Company.

6.	Terms and Conditions of Options .

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price . The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability and Term of Options . Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, and (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

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6.3 Payment of Exercise Price .

(a) Forms of Consideration Authorized . Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “ Cashless Exercise ”), (iv) by delivery of a properly executed notice of exercise electing a Net-Exercise, (v) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration .

(i) Tender of Stock . Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

(ii) Cashless Exercise . The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

6.4 Effect of Termination of Service .

(a) Option Exercisability . Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time periods provided in the Award Agreement.

(b) Extension if Exercise Prevented by Law . Notwithstanding the foregoing, unless the Committee provides otherwise in the Award Agreement, if the exercise of an Option within the applicable time periods is prevented by the provisions of Section 14 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) Extension if Participant Subject to Section 16(b) . Notwithstanding the foregoing, if a sale within the applicable time periods of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.

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6.5 Transferability of Options . During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.

7.	Terms and Conditions of Stock Appreciation Rights .

Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7.1 Types of SARs Authorized . SARs may be granted in tandem with all or any portion of a related Option (a “ Tandem SAR ”) or may be granted independently of any Option (a “ Freestanding SAR ”). A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.

7.2 Exercise Price . The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.

7.3 Exercisability and Term of SARs .

(a) Tandem SARs . Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option.

(b) Freestanding SARs . Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR.

7.4 Deemed Exercise of SARs . If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

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7.5 Effect of Termination of Service . Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee in the grant of an SAR and set forth in the Award Agreement, an SAR shall be exercisable after a Participant’s termination of Service only as provided in the Award Agreement.

7.6 Nontransferability of SARs . During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s guardian or legal representative. Prior to the exercise of an SAR, the SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.

8.	Terms and Conditions of Restricted Stock Awards .

Restricted Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

8.1 Types of Restricted Stock Awards Authorized . Restricted Stock Awards may or may not require the payment of cash compensation for the stock. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 9.5. If either the grant of a Restricted Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 9.3 through 9.6(a).

8.2 Purchase Price . The purchase price, if any, for shares of Stock issuable under each Restricted Stock Award and the means of payment shall be established by the Committee in its discretion.

8.3 Purchase Period . A Restricted Stock Award requiring the payment of cash consideration shall be exercisable within a period established by the Committee.

8.4 Vesting and Restrictions on Transfer . Shares issued pursuant to any Restricted Stock Award may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 9.5, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than as provided in the Award Agreement or as provided in Section 8.7. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

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8.5 Voting Rights; Dividends and Distributions . Except as provided in this Section, Section 8.4 and any Award Agreement, during the Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant shall have all of the rights of a shareholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.

8.6 Effect of Termination of Service . Unless otherwise provided by the Committee in the grant of a Restricted Stock Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service in exchange for the payment of the purchase price, if any, paid by the Participant. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

8.7 Nontransferability of Restricted Stock Award Rights . Prior to the issuance of shares of Stock pursuant to a Restricted Stock Award, rights to acquire such shares shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

9.	Terms and Conditions of Performance Awards .

Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

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9.1 Types of Performance Awards Authorized . Performance Awards may be in the form of either Performance Shares, Performance Units or a Performance Cash Award. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.

9.2 Initial Value of Performance Shares and Performance Units . Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.2, on the effective date of grant of the Performance Share. Each Performance Unit shall have an initial value determined by the Committee. The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

9.3 Establishment of Performance Period, Performance Goals and Performance Award Formula . In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. To the extent compliance with the requirements under Section 162(m) with respect to “performance-based compensation” is desired, the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula.

9.4 Performance Cash Awards . A Performance Cash Award is a cash award with a targeted specified dollar amount that may be paid contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole discretion. The Board may provide for or, subject to such terms and conditions as the Board may specify and in compliance with the requirements of Section 409A of the Code, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

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9.5 Measurement of Performance Goals . Performance Goals shall be established by the Committee on the basis of targets to be attained (“ Performance Targets ”) with respect to one or more measures of business or financial performance (each, a “ Performance Measure ”), subject to the following:

(a) Performance Measures . Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: revenue; sales; expenses; operating income; gross margin; operating margin; earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; pre-tax profit; net operating income; net income; economic value added; free cash flow; operating cash flow; stock price; earnings per share; return on shareholder equity; return on capital; return on assets; return on investment; employee satisfaction; employee retention; balance of cash, cash equivalents and marketable securities; market share; daily average revenue trades; asset gathering metrics; number of customers; customer satisfaction; product development; product quality; completion of a joint venture or other corporate transaction; completion of identified special project; and overall effectiveness of management; or such other measures as determined by the Committee consistent with this Section 9.5(a).

(b) Performance Targets . Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee.

9.6 Settlement of Performance Awards .

(a) Determination of Final Value . As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.

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(b) Discretionary Adjustment of Award Formula . In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award that is not intended to constitute “qualified performance based compensation” to a “covered employee” within the meaning of Section 162(m) (a “ Covered Employee ”) to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine. With respect to a Performance Award intended to constitute qualified performance-based compensation to a Covered Employee, the Committee shall have the discretion to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula.

(c) Payment in Settlement of Performance Awards . As soon as practicable following the Committee’s determination and certification in accordance with Sections 9.6(a) and (b), payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee.

9.7 Voting Rights; Dividend Equivalent Rights and Distributions . Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited. Such Dividend Equivalents, if any, shall be credited to the Participant in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number of additional Performance Shares (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 9.6. Dividend Equivalents shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.

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9.8 Effect of Termination of Service . Unless otherwise provided by the Committee in the grant of a Performance Award and set forth in the Award Agreement, the effect of a Participant’s termination of Service on the Performance Award shall be as follows:

(a) Death or Disability . If the Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of the Performance Period in any manner permitted by Section 9.6.

(b) Other Termination of Service . If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety.

9.9 Nontransferability of Performance Awards . Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

10.	Terms and Conditions of Restricted Stock Unit Awards .

Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

10.1 Grant of Restricted Stock Unit Awards . Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 9.5. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 9.3 through 9.6(a).

10.2 Vesting . Restricted Stock Units may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 9.5, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.

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10.3 Voting Rights, Dividend Equivalent Rights and Distributions . Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.

10.4 Effect of Termination of Service . Unless otherwise provided by the Committee in the grant of a Restricted Stock Unit Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.

10.5 Settlement of Restricted Stock Unit Awards . The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 10.3) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes. Notwithstanding the foregoing, if permitted by the Committee and set forth in the Award Agreement, the Participant may elect in accordance with terms specified in the Award Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.

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10.6 Nontransferability of Restricted Stock Unit Awards . Prior to the issuance of shares of Stock in settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

11.	Deferred Compensation Awards .

11.1 Establishment of Deferred Compensation Award Programs . This Section 11 shall not be effective unless and until the Committee determines to establish a program pursuant to this Section. The Committee, in its discretion and upon such terms and conditions as it may determine, may establish one or more programs pursuant to the Plan that is exempt from or compliant with the requirements of Section 409A of the Code and under which:

(a) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to reduce such Participant’s compensation otherwise payable in cash (subject to any minimum or maximum reductions imposed by the Committee) and to be granted automatically at such time or times as specified by the Committee one or more Awards of Stock Units with respect to such numbers of shares of Stock as determined in accordance with the rules of the program established by the Committee and having such other terms and conditions as established by the Committee.

(b) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to be granted automatically an Award of Stock Units with respect to such number of shares of Stock and upon such other terms and conditions as established by the Committee in lieu of:

(i) shares of Stock otherwise issuable to such Participant upon the exercise of an Option;

(ii) cash or shares of Stock otherwise issuable to such Participant upon the exercise of an SAR; or

(iii) cash or shares of Stock otherwise issuable to such Participant upon the settlement of a Performance Award or Performance Unit.

11.2 Terms and Conditions of Deferred Compensation Awards . Deferred Compensation Awards granted pursuant to this Section 11 shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No such Deferred Compensation Award or purported Deferred Compensation Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Deferred Compensation Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

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(a) Vesting Conditions . Deferred Compensation Awards shall not be subject to any vesting conditions.

(b) Terms and Conditions of Stock Units .

(i) Voting Rights; Dividend Equivalent Rights and Distributions . Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, a Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to date on which Stock Units held by such Participant are settled. Such Dividend Equivalents shall be paid by crediting the Participant with additional whole and/or fractional Stock Units as of the date of payment of such cash dividends on Stock. The method of determining the number of additional Stock Units to be so credited shall be specified by the Committee and set forth in the Award Agreement. Such additional Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Stock Units originally subject to the Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Stock Unit Award so that it represent the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award.

(ii) Settlement of Stock Unit Awards . A Participant electing to receive an Award of Stock Units pursuant to this Section 11, shall specify at the time of such election a settlement date with respect to such Award. The Company shall issue to the Participant as soon as practicable following the earlier of the settlement date elected by the Participant or the date of termination of the Participant’s Service, a number of whole shares of Stock equal to the number of whole Stock Units subject to the Stock Unit Award. Such shares of Stock shall be fully vested, and the Participant shall not be required to pay any additional consideration (other than applicable tax withholding) to acquire such shares. Any fractional Stock Unit subject to the Stock Unit Award shall be settled by the Company by payment in cash of an amount equal to the Fair Market Value as of the payment date of such fractional share.

(iii) Nontransferability of Stock Unit Awards . Prior to their settlement in accordance with the provision of the Plan, no Stock Unit Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

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12.	Other Stock-Based Awards .

In addition to the Awards set forth in Sections 6 through 11 above, the Committee, in its sole discretion, may carry out the purpose of this Plan by awarding Stock-Based Awards as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems necessary and appropriate.

13.	Change in Control .

Notwithstanding any other provision of the Plan, any unexercisable or unvested portion of each outstanding Award held by a Nonemployee Director or an officer and any shares acquired upon the exercise thereof shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of a Change in Control but conditioned upon the consummation of the Change in Control.

13.1 Effect of Change in Control on Options and SARs .

(a) Accelerated Vesting . Notwithstanding any other provision of the Plan to the contrary except as provided in this Section 13, the Committee, in its sole discretion, may provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all outstanding Options and SARs and shares acquired upon the exercise of such Options and SARs upon such conditions and to such extent as the Committee shall determine.

(b) Assumption or Substitution . In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding Options and SARs or substitute for outstanding Options and SARs substantially equivalent options and SARs (as the case may be) for the Acquiror’s stock. Any Options or SARs which are not assumed by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

(c) Cash-Out of Options . The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option or SAR outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share of Stock subject to such canceled Option or SAR in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option or SAR (the “Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their canceled Options and SARs as soon as practicable following the date of the Change in Control.

13.2 Effect of Change in Control on Restricted Stock Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Restricted Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Restricted Stock Award held by a Participant whose Service has not terminated prior to the Change in Control shall be accelerated effective immediately prior to the consummation of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of the Restriction Period that was permissible solely by reason of this Section 13.2 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

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13.3 Effect of Change in Control on Performance Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Performance Award that, in the event of a Change in Control, the Performance Award held by a Participant whose Service has not terminated prior to the Change in Control or whose Service terminated by reason of the Participant’s death or Disability shall become payable effective as of the date of the Change in Control to such extent as specified in such Award Agreement.

13.4 Effect of Change in Control on Restricted Stock Unit Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Restricted Stock Unit Award that, in the event of a Change in Control, the Restricted Stock Unit Award held by a Participant whose Service has not terminated prior to such date shall be settled effective as of the date of the Change in Control to such extent as specified in such Award Agreement.

13.5 Effect of Change in Control on Deferred Compensation and Other Stock-Based Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Deferred Compensation Award or other Stock-Based Award that, in the event of a Change in Control, the amounts payable pursuant to such Award shall be settled effective as of the date of the Change in Control to such extent as specified in such Award Agreement and in compliance with the requirements of Section 409A of the Code, to the extent applicable.

14.	Compliance with Securities Law .

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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15.	Tax Withholding .

15.1 Tax Withholding in General . The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise or Net Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

15.2 Withholding in Shares . The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

16.	Amendment or Termination of Plan .

The Board or the Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s shareholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s shareholders under any applicable law, regulation or rule. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board or the Committee. In any event, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule, including Section 409A of the Code.

17.	Miscellaneous Provisions .

17.1 Repurchase Rights . Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

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17.2 Provision of Information . Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common shareholders.

17.3 Rights as Employee, Consultant or Director . No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

17.4 Rights as a Shareholder . A Participant shall have no rights as a shareholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.

17.5 Fractional Shares . The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

17.6 Severability . If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

17.7 Beneficiary Designation . Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

A-27

17.8 Unfunded Obligation . Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. Each Participating Company shall be responsible for making benefit payments pursuant to the Plan on behalf of its Participants or for reimbursing the Company for the cost of such payments, as determined by the Company in its sole discretion. In the event the respective Participating Company fails to make such payment or reimbursement, a Participant’s (or other individual’s) sole recourse shall be against the respective Participating Company, and not against the Company. A Participant’s acceptance of an Award pursuant to the Plan shall constitute agreement with this provision.

17.9 Choice of Law . Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules.

A-28

California		77-0213001
(State of Incorporation)		(I.R.S. Employer Identification No.)

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of December 31, 2012 and March 31, 2012	3

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended December 31, 2012 and 2011	4

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended December 31, 2012 and 2011	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2012 and 2011	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

SIGNATURES		51

	December 31,		March 31,
	2012		2012
ASSETS
Current assets:
Cash and cash equivalents	$	47,427	$	45,843
Short-term investments		22,644		21,689
Receivables (net of allowances of $225 at December 31, 2012 and $283 at March 31, 2012)		36,094		30,694
Inventories		25,069		19,597
Prepaid expenses and other current assets		7,067		5,423
Net deferred tax assets, current		4,356		4,151
Total current assets		142,657		127,397
Long-term investments		21,712		23,442
Investment in unconsolidated affiliate		2,613		2,626
Property and equipment, net		25,512		24,296
Intangible assets, net		3,515		3,990
Other assets		97		85
Total assets	$	196,106	$	181,836

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,536	$	6,381
Accrued payroll and related expenses		8,380		6,336
Accrued taxes		229		266
Other accrued liabilities		2,314		1,991
Deferred revenue		1,388		1,212
Warranty reserve		993		1,245
Total current liabilities		24,840		17,431
Non-current liabilities:
Deferred rent		712		641
Net deferred tax liabilities		159		199
Deferred revenue		3,517		2,396
Warranty reserve		473		601
Notes payable, less current portion		707		783
Total non-current liabilities		5,568		4,620
Total liabilities		30,408		22,051
Commitments and contingencies (Note 9)
Shareholders' equity:
Preferred stock, no par value: 5,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, no par value: 35,000,000 shares authorized; 22,023,000 and 21,699,000 shares issued and outstanding at December 31, 2012 and at March 31, 2012, respectively		117,217		110,063
Retained earnings		48,435		49,697
Accumulated other comprehensive income		46		25
Total shareholders' equity		165,698		159,785
Total liabilities and shareholders' equity	$	196,106	$	181,836

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2012		2011			2012			2011
Revenues	$	49,802	$	37,850		$	136,074		$	113,878
Cost of revenues		23,726		17,372			64,026			52,156
Gross profit		26,076		20,478			72,048			61,722
Operating expenses:
Research and development		3,802		2,634			10,348			9,096
Sales and marketing		12,373		9,927			35,647			28,414
General and administrative		2,210		3,280			10,153			11,194
Gain from legal settlement		-		-			(17,250	)		-
Total operating expenses		18,385		15,841			38,898			48,704
Income from operations		7,691		4,637			33,150			13,018
Interest and other income (expense), net		293		(91	)		318			259
Income before income tax provision		7,984		4,546			33,468			13,277
Income tax provision		2,996		1,696			12,707			4,892
Net income	$	4,988	$	2,850		$	20,761		$	8,385
Net income per share:
Basic net income per share	$	0.23	$	0.13		$	0.95		$	0.38
Diluted net income per share	$	0.22	$	0.13		$	0.93		$	0.37
Cash dividends declared per share	$	1.00	$	-		$	1.00		$	-
Shares used in the calculation of net income per share:
Weighted average common shares outstanding - basic		21,968,000		21,672,000			21,902,000			22,213,000
Weighted average common shares outstanding - diluted		22,341,000		21,990,000			22,316,000			22,579,000

	Nine Months Ended
	Decmeber 31,
	2012			2011
Cash flows from operating activities:
Net income	$	20,761		$	8,385
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,448			3,725
Investment premium amortization, net		638			754
Net loss on disposals of property and equipment		19			10
Net loss on foreign exchange translation		174			402
Share-based compensation expense		5,290			4,194
Excess tax benefits from share-based awards		(1,826	)		(717	)
Provision for deferred income taxes		(253	)		157
Equity in net loss of unconsolidated affiliate		13			101
Changes in assets and liabilities:
Receivables, net		(5,368	)		1,703
Inventories		(6,321	)		(1,100	)
Prepaid expenses and other current assets		(330	)		(1,142	)
Other assets		(13	)		21
Accounts payable		5,156			108
Accrued payroll and related expenses		2,046			(380	)
Accrued taxes		393			(559	)
Other accrued liabilities		323			380
Deferred rent		71			181
Deferred revenue		1,297			733
Warranty reserve		(380	)		383
Net cash provided by operating activities		26,138			17,339
Cash flows from investing activities:
Purchases of available-for-sale investments		-			(8,268	)
Purchases of held-to-maturity investments		(18,337	)		(18,174	)
Proceeds from maturities and redemptions of held-to-maturity investments		18,261			35,337
Proceeds from maturities and redemptions of available-for-sale investments		249			-
Purchases of property and equipment		(4,334	)		(5,960	)
Proceeds from disposal of property and equipment		4			-
Net cash (used in) provided by investing activities		(4,157	)		2,935
Cash flows from financing activities:
Proceeds from notes payable from municipal agency		-			147
Proceeds from the exercise of stock options		1,593			576
Tax withholdings related to net share settlements of restricted stock units		(1,584	)		(2,172	)
Excess tax benefits from share-based awards		1,826			717
Repurchases of common stock		-			(27,328	)
Dividends paid		(22,023	)		-
Net cash used in financing activities		(20,188	)		(28,060	)
Effect of exchange rate changes on cash and cash equivalents		(209	)		(317	)
Net increase (decrease) in cash and cash equivalents		1,584			(8,103	)
Cash and cash equivalents at beginning of period		45,843			43,471
Cash and cash equivalents at end of period	$	47,427		$	35,368
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds	$	12,206		$	4,809
Supplemental disclosure of non-cash flow information:
Change in unrealized gain (loss) on investments, net of tax	$	21		$	(14	)
Transfers of equipment between inventory and property and equipment, net	$	878		$	1,130
Net change in capitalized share-based compensation	$	29		$	68
Common stock withheld for employee taxes in connection with share-based compensation	$	1,584		$	2,172
Repayment of notes payable by credits from municipal agency	$	76		$	70
Warrants issued for intangible assets	$	-		$	388

	Available-for-Sale Investments
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2012	Cost		Gain		(Loss)		Value
Certificates of deposits	$	996	$	6	$	-	$	1,002
Corporate bonds		6,033		71		-		6,104
Municipal bonds		531		1		-		532
Total available-for-sale investments	$	7,560	$	78	$	-	$	7,638

	Held-to-Maturity Investments
			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
December 31, 2012	Cost		Gain		(Loss)			Value
Certificates of deposits	$	3,590	$	1	$	(1	)	$	3,590
Corporate bonds		19,953		172		(2	)		20,123
Municipal bonds		13,175		38		(20	)		13,193
Total held-to-maturity investments	$	36,718	$	211	$	(23	)	$	36,906

	March 31, 2012				March 31, 2012
	Available-for-Sale Investments				Held-to-Maturity Investments
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in less than one year	$	670	$	670	$	21,019	$	21,062
Due in 1 to 4 years		7,583		7,624		15,818		15,945
Total investments	$	8,253	$	8,294	$	36,837	$	37,007

	As of December 31, 2012
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	8,342	$	-	$	-	$	8,342
Available-for-sale investments:
Certificates of deposits		-		1,002		-		1,002
Corporate bonds		-		6,104		-		6,104
Municipal bonds		-		532		-		532
Total assets at fair value	$	8,342	$	7,638	$	-	$	15,980

	As of March 31, 2012
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	6,996	$	-	$	-	$	6,996
Available-for-sale investments:
Certificates of deposits		-		1,247		-		1,247
Corporate bonds		-		6,085		-		6,085
Municipal bonds		-		962		-		962
Total assets at fair value	$	6,996	$	8,294	$	-	$	15,290

				Weighted		Weighted
				Average		Average		Aggregate
				Exercise		Remaining		Intrinsic
	Number of			Price		Contractual		Value
	Shares			Per Share		Life (Years)		(In thousands)
Outstanding at March 31, 2012		282,000		$	15.21
Granted		-			-
Exercised		(114,000	)		14.06
Canceled or forfeited		-			-
Outstanding at December 31, 2012		168,000		$	15.99		1.03	$	3,555
Vested and expected to vest at December 31, 2012		168,000		$	15.99		1.03	$	3,555
Exercisable at December 31, 2012		168,000		$	15.99		1.03	$	3,555

	Time-Based Restricted					Performance-Based Restricted
	Stock Units					Stock Units
				Weighted				Weighted
				Average				Average
	Number of			Grant Date		Number of		Grant Date
	Shares			Fair Value(1)		Shares		Fair Value(1)
Nonvested at March 31, 2012		1,120,000		$	24.06		-	$	-
Granted(2)		180,000			35.83		21,000		35.62
Vested(3)		(255,000	)		23.45		-		-
Canceled or forfeited		(68,000	)		26.09		-		-
Nonvested at December 31, 2012		977,000		$	26.24		21,000	$	35.62

	Three Months Ended
	December 31,												Change
				Percent of						Percent of			Increase/			Percent
	2012			Revenues(1)			2011			Revenues(1)			(Decrease)			Change
Revenues:
Medical Market	$	8,977			100	%	$	8,147			100	%	$	830			10	%
Percentage of total revenues		18	%					22	%
Veterinary Market		39,865			100	%		28,467			100	%		11,398			40	%
Percentage of total revenues		80	%					75	%
Other(2)		960						1,236						(276	)		(22	)%
Percentage of total revenues		2	%					3	%
Total revenues		49,802						37,850						11,952			32	%
Cost of revenues:
Medical Market(3)		4,282			48	%		3,514			43	%		768			22	%
Veterinary Market(3)		17,980			45	%		12,472			44	%		5,508			44	%
Other(2)(3)		1,464						1,386						78			6	%
Total cost of revenues		23,726						17,372						6,354			37	%
Gross profit:
Medical Market(3)		4,695			52	%		4,633			57	%		62			1	%
Veterinary Market(3)		21,885			55	%		15,995			56	%		5,890			37	%
Other(2)(3)		(504	)					(150	)					(354	)		(236	)%
Gross profit	$	26,076					$	20,478					$	5,598			27	%

Exhibit No.	Description of Document

3.1	Restated Articles of Incorporation (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 1993 and incorporated herein by reference.)

3.2	Certificate of Amendment of Amended and Restated Articles of Incorporation (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1996 and incorporated herein by reference.)

3.3	By-laws (Filed with the Securities and Exchange Commission in our Registration Statement No. 33-44326 on December 11, 1991 and incorporated herein by reference.)

3.4	Amendment to the By-laws (Filed with the Securities and Exchange Commission as an exhibit with our Current Report on Form 8-K on July 30, 2007 and incorporated herein by reference.)

4.1	Registration Rights Agreement, dated as of March 29, 2002 (Filed with the Securities and Exchange Commission as an exhibit with our Current Report on Form 8-K on May 13, 2002 and incorporated herein by reference.)

4.2	Reference is made to Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4.

10.1*	Exclusive Agreement, dated October 26, 2012, by and between Abbott Point of Care Inc. and the Company

10.2	Non-Exclusive Distributor Agreement, dated as of September 28, 2012, by and between MWI Veterinary Supply, Inc. (“MWI”) and the Company (Filed with the Securities and Exchange Commission as an exhibit with MWI’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and incorporated herein by reference.)

10.3*	Letter Agreement, dated as of September 28, 2012, by and between MWI and the Company (Filed with the Securities and Exchange Commission as an exhibit with MWI’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and incorporated herein by reference.)

10.4	2005 Equity Incentive Plan, as amended and restated

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1#	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2#	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document

101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

	ABAXIS, INC.
	(Registrant)

Date: February 11, 2013	BY:	/s/ Clinton H. Severson
		Clinton H. Severson
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: February 11, 2013	BY:	/s/ Alberto R. Santa Ines
		Alberto R. Santa Ines
		Chief Financial Officer and Vice President of Finance
		(Principal Financial and Accounting Officer)

Date: February 11, 2013	/ s/ Alberto R. Santa Ines
	Alberto R. Santa Ines
	Chief Financial Officer and Vice President of Finance

Dated: February 11, 2013

	By:	/s/ Clinton H. Severson
		Clinton H. Severson
		President and Chief Executive Officer