Common use of Stock Subject to the Plan Clause in Contracts

Stock Subject to the Plan. A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The maximum number of shares of Common Stock initially reserved for issuance over the term of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuance, as of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

Stock Subject to the Plan. A. The stock issuable number of shares of Stock allocated to the Plan and reserved to satisfy Awards under the Plan as of December 29, 2013 (the “Share Reserve”) shall be an aggregate of One Million Four Hundred Seventy Five Thousand (1,475,000) shares of authorized but unissued Stock in addition to shares of Stock subject to awards outstanding under (i) this Plan; and (ii) the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan that may lapse, terminate, be forfeited or reacquired Common Stock, including shares repurchased by otherwise expire. Awards shall be counted against this limit as one (1) share of Stock for every one (1) share of Stock subject to the Corporation on the open marketAwards. The maximum number of shares of Common Stock initially reserved for issuance over the term of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuance, as of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) Awards which are Options and Stock Appreciation Rights which may be granted during a calendar year to a Participant shall be available for subsequent issuance under Three Hundred Thousand (300,000). Notwithstanding the Plan to the extent those options expire or terminate for any reason prior to exercise preceding, in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan no event shall be added back to the number of shares of Common Stock reserved for issuance awarded to Participants under the Plan and shall accordingly Plan, when taken in combination with the number of outstanding shares of Stock previously issued by the Company, a Parent or Subsidiary to employees of the Company, a Parent or Subsidiary, exceed the limit specified in the Company Charter. The Company may, in its discretion, use shares held in the treasury or shares acquired on the public market, if applicable, in lieu of authorized but unissued shares. Shares of Stock subject to an Award that is forfeited, expires or is settled for cash (in whole or in part) shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares of Stock available for reissuance through one or more subsequent option grants or direct stock issuances Awards under the Plan. HoweverNotwithstanding anything to the contrary herein, should the exercise following shares of Stock shall not be added to the shares authorized for issuance under this Section 3: (i) shares of Stock tendered by the Participant in payment of the purchase price of an option under the Plan be paid with Option; (ii) shares of Common Stock tendered by the Participant or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction Company to satisfy any tax withholding obligation with respect to Options or Stock Appreciation Rights; (iii) shares of the withholding taxes incurred Stock subject to a Stock Appreciation Right that are not issued in connection with its share settlement on exercise thereof; and (iv) shares of Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuanceOptions. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

Stock Subject to the Plan. A. The stock issuable number of shares of Stock allocated to the Plan and reserved to satisfy Awards under the Plan shall be the remainder of (i) three million seven hundred thousand (3,700,000) shares of authorized but unissued or reacquired Common StockStock less (ii) the sum of (a) and (b) where (a) is the sum of the number of shares of Stock with respect to which options have been awarded under the Build-A-Bear Workshop, including Inc. 2000 Stock Option Plan and the number of shares repurchased of Stock with respect to which options have been awarded under the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan, reduced by the Corporation on number of shares of such Stock awarded pursuant to options which have expired, lapsed or been forfeited, and (b) is the open marketnumber of shares of Stock awarded pursuant to a restricted stock agreement reduced by the number of shares of such Stock granted pursuant to awards which have expired, lapsed or been forfeited. The maximum number of shares of Common Stock initially reserved for issuance over subject to Awards which are Options and Stock Appreciation Rights which may be granted during a calendar year to a Participant shall be Three Hundred Thousand (300,000). Notwithstanding the term of the Plan preceding, in no event shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuanceof Stock awarded to Participants under the Plan, as when taken in combination with the number of outstanding shares of Stock previously issued by the Company, a Parent or Subsidiary to employees of the Stockholder Approval DateCompany, under a Parent or Subsidiary, exceed the Predecessor Plan as last approved by limit specified in the Corporation's stockholdersCompany Charter. The Company may, comprised in its discretion, use shares held in the treasury or shares acquired on the public market, if applicable, in lieu of authorized but unissued shares. If any Award shall expire or terminate for any reason, the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise Award shall again be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in purposes of the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] Plan. Any shares of Common Stock in which are used by a Participant as full or partial payment to the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject Company to outstanding options (including options incorporated into this Plan from the Predecessor Plan) satisfy a purchase price related to an Award shall again be available for subsequent issuance under the Plan to purposes of the Plan. To the extent those options expire or terminate for any reason prior shares subject to exercise in full. Unvested an Award are not delivered to a Participant because such shares issued under the Plan and subsequently cancelled or repurchased by the Corporationare used to satisfy an applicable tax-withholding obligation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan such withheld shares shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly again be available for reissuance through one or more subsequent option grants or direct stock issuances under the purposes of the Plan. However, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

Stock Subject to the Plan. A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The maximum Effective August 2, 2002, the number of shares of Common Stock initially reserved for issuance over the term of under the Plan shall not exceed [ ] be 12,162,158 shares. Such authorized share reserve is comprised On January 1 of (i) each year, beginning January 1, 2003, the number of shares which of Common Stock reserved for issuance under the Plan shall automatically increase so that the number of authorized shares available for new grants under the plan on each January 1 will equal the lesser of 4.5% of the total number of shares of Triangle Common Stock outstanding on the preceding December 31st or 5,000,000 shares. For example, if on any such December 31, there are 200,000 shares that remain available for issuance, as of the Stockholder Approval Date, future grants under the Predecessor Plan, and 70,000,000 shares of Common Stock are outstanding, then the number of shares issuable under the Plan as last approved shall be increased by the Corporation's stockholders2,950,000 additional shares, comprised of the so that 3,150,000 shares subject to the outstanding options to be incorporated into (70,000,000 x 4.5%) are available for issuance under the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March following January 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. . No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] 1,500,000 shares of Common Stock in the aggregate per calendar year, beginning with the 1998 2002 calendar year. C. . Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent (i) those options expire or terminate for any reason prior to exercise in fullfull or (ii) those options are cancelled in accordance with the cancellation/regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's ’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. . If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's ’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities for which the share reserve under the Plan is to be increased each year pursuant to the automatic annual increase provisions of Section V.A of this Article One, (iii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iiiiv) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (ivv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (vvi) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

Stock Subject to the Plan. A. The stock issuable As of the date of adoption of this Plan by the Board or the Committee, as applicable, the number of shares of Stock available for Awards under the Plan shall be five hundred thousand (500,000). This maximum aggregate number of shares that may be issued under the Plan pursuant to Awards shall be increased, up to a maximum of two hundred ninety thousand (290,000) additional shares, by the number of shares of authorized Stock subject to awards outstanding under the Stereotaxis, Inc. 2002 Stock Incentive Plan (“Prior Stock Plan”) as of the date hereof (“Prior Award Shares”) , but unissued only to the extent such Prior Award Shares expire after the date of adoption of this Plan unexercised, or reacquired Common Stockare forfeited after such date, including shares repurchased by with the Corporation on expiration or forfeiture of an award under the open marketPrior Stock Plan with respect to one share of Stock resulting in one share of Stock available for use or allocation to Awards granted pursuant to this Plan. The maximum number of shares of Common Stock initially reserved subject to Awards which may be granted during a calendar year to a Participant shall be 1,000,000. The Company may, in its discretion, use shares of Stock held in the treasury in lieu of authorized but unissued shares of Stock. If any Award shall expire or terminate or be cancelled or forfeited for issuance over the term of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuanceany reason, as of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise Award shall again be available for future grant under the Predecessor Plan (estimated purposes of the Plan. Any shares of Stock which are tendered by a Participant as full or partial payment to the Company to satisfy a purchase price related to an Award shall not be 395,800 available for the purposes of the Plan. To the extent any shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation or used to satisfy a purchase price related to an Option, such withheld shares shall not be available for the Corporation's stockholders at purposes of the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Plan. Shares of Common Stock subject to outstanding options (including options incorporated into the grant of a Stock Appreciation Right shall not become available again for issuance under this Plan from the Predecessor Plan) upon exercise or settlement of such Stock Appreciation Right for a lesser number of shares. Awards that by their terms may only be settled in cash shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to not reduce the number of shares available for purposes of Common the Plan, and if cash is issued in lieu of Stock reserved pursuant to an Award, such shares will not become available again for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the this Plan. However, should All the exercise price shares of an option Stock available under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) used for the number and/or class grant of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusiveIncentive Stock Options.

Stock Subject to the Plan. A. The stock issuable At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan shall be exceed the sum of (a) two million (2,000,000) shares of authorized but unissued or reacquired Common Stock, including and (b) any shares repurchased by of Stock which as of the Corporation on Effective Date are available for issuance under the open marketPrior Plan, or are subject to awards under the Prior Plan which are forfeited or lapse unexercised and which following the Effective Date are not issued under the Prior Plan; subject, however, to the provisions of Section 8 of the Plan. The maximum number of shares of Common Stock initially reserved for issuance over that may be issued pursuant to or subject to outstanding Awards, including Incentive Options, is 3,597,889 (subject to the term provisions of Section 8 of the Plan Plan). For purposes of applying the limitations set forth in this Section 4, settlement of any Award shall not exceed [ ] shares. Such authorized share reserve is comprised count against the such limitations except to the extent settled in the form of Stock and, without limiting the generality of the foregoing: (i) the number of shares which remain available if any Option or Stock-settled Stock Appreciation Right expires, terminates, or is cancelled for issuanceany reason without having been exercised in full, as of the Stockholder Approval Date, under the Predecessor Plan as last approved or if any other Award is forfeited by the Corporation's stockholdersrecipient or repurchased at less than its Market Value as a means of effecting a forfeiture, comprised of the shares subject to of Stock not purchased by the outstanding options to be incorporated into Optionee or which are forfeited by the Plan as of the Stockholder Approval Date and the additional shares which would otherwise recipient or repurchased shall again be available for future grant Awards to be granted under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus Plan; (ii) an additional increase of [ ] shares authorized if any Option is exercised by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] delivering previously owned shares of Common Stock in payment of the aggregate per calendar yearexercise price therefor, beginning with only the 1998 calendar year. C. Shares net number of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporationshares, at the original issue price paid per sharethat is, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under issued minus the Plan and number received by the Company in payment of the exercise price, shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances considered to have been issued pursuant to an Award granted under the Plan. However, should the exercise price of an option under the Plan be paid with ; and (iii) any shares of Common Stock either tendered or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of tax withholding obligations of the withholding taxes incurred in connection with the exercise of Company or an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock Affiliate shall again be available for issuance under the Plan. Shares of Stock issued pursuant to the Plan shall may be reduced either authorized but unissued shares or shares held by the gross number of Company in its treasury or shares for which purchased on the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuanceopen market. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

Stock Subject to the Plan. A. The stock issuable to be offered under the this Plan shall ------------------------- be shares of the Corporation's authorized but unissued or reacquired Common Stock. The aggregate amount of Common Stock that may be issued or transferred pursuant to Awards granted under this Plan shall not exceed 2,000,000 shares, subject to adjustment as set forth in Section 7.2. If any Option and any related Stock Appreciation Right shall lapse or terminate without having been exercised in full, or any Common Stock subject to a Restricted Stock Award shall not vest or any Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased shares subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards granted under this Plan against the number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and provided, further, to the extent the Committee, in its discretion, determines it is appropriate to comply with the requirements of Section 162(m) of the Code, including shareholder approval of the Plan, that with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is a "covered employee," as defined in Section 162(m) of the Code and the regulations promulgated thereunder, that is canceled, the number of shares repurchased by subject to such Option and Stock Appreciation Right shall continue to count against the Corporation on the open market. The maximum number of shares which may be the subject of Common Options and Stock initially reserved for issuance over the term Appreciation Rights granted to such Eligible Person. For purposes of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) preceding sentence, if, after the number of shares which remain available for issuancegrant, as of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under Option and/or the Plan base amount of any Stock Appreciation Rights is reduced, such reduction shall be paid with shares treated as a cancellation of Common such Option and Stock or should shares of Common Stock otherwise issuable under Appreciation Right, and the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting grant of a stock issuance under new Option and Stock Appreciation Right, as applicable, and both such deemed cancellation and grant shall reduce the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross maximum number of shares for which the option is exercised or which vest under the stock issuance, Options and not by the net number of shares of Common Stock issued Appreciation Rights may be granted to the holder of such option or stock issuance. D. If any change is made Option and Stock Appreciation Right, to the Common Stock extent required by reason Section 162(m) of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities Code and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusiveregulations promulgated thereunder.

Stock Subject to the Plan. A. The stock issuable to be offered under the this Plan shall be shares of the Corporation's authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The aggregate amount of the Common Stock that may be issued or transferred pursuant to Awards granted under this Plan shall not exceed 3,000,000 shares, subject to adjustment as set forth in Section 7.2; provided that any Stock Appreciation Rights granted concurrently in accordance with Section 4.1 are not subject to the foregoing limitation. If an Option and any Stock Appreciation Right shall lapse or terminate without having been exercised in full, or any Common Stock subject to a Restricted Stock Award shall not vest or any Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased or nontransferred shares subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards granted under the Plan against the number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and provided, further, that, with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is a "covered employee" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of shares subject to such Option and Stock Appreciation Right shall continue to count against the maximum number of shares which may be the subject of Common Options and Stock initially reserved for issuance over the term Appreciation Rights granted to such Eligible Person. For purposes of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuancepreceding sentence, as of the Stockholder Approval Dateif, under the Predecessor Plan as last approved by the Corporation's stockholdersafter grant, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under Option and/or the Plan base amount of any Stock Appreciation Right is reduced, such reduction shall be paid with shares treated as a cancellation of Common such Option and/or Stock or should shares Appreciation Right and the grant of Common a new Option and/or Stock otherwise issuable under Appreciation Right (if any), and both the Plan be withheld by the Corporation in satisfaction cancellation of the withholding taxes incurred in connection with Option and/or Stock Appreciation Right and the exercise of an option or new Option and/or Stock Appreciation Right shall reduce the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross maximum number of shares for which the option is exercised or which vest under the stock issuance, Options and not by the net number of shares of Common Stock issued Appreciation Rights may be granted to the holder of such option or stock issuance. D. If any change is made Option and/or Stock Appreciation Right to the Common Stock extent required by reason Section 162(m) of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities Code and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusiveregulations promulgated thereunder.

Stock Subject to the Plan. A. The stock issuable to be offered under the this Plan shall be shares of the Corporation's authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The aggregate amount of the Common Stock that may be issued or transferred pursuant to Awards granted under this Plan shall not exceed 2,000,000 shares, subject to adjustment as set forth in Section 7.2; provided that any Stock Appreciation Rights granted concurrently in accordance with Section 4.1 are not subject to the foregoing limitation. If an Option and any Stock Appreciation Right shall lapse or terminate without having been exercised in full, or any Common Stock subject to a Restricted Stock Award shall not vest or any Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased or nontransferred shares subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards granted under the Plan against the number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and provided, further, that, with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is a "covered employee" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of shares subject to such Option and Stock Appreciation Right shall continue to count against the maximum number of shares which may be the subject of Common Options and Stock initially reserved for issuance over the term Appreciation Rights granted to such Eligible Person. For purposes of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuancepreceding sentence, as of the Stockholder Approval Dateif, under the Predecessor Plan as last approved by the Corporation's stockholdersafter grant, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under Option and/or the Plan base amount of any Stock Appreciation Right is reduced, such reduction shall be paid with shares treated as a cancellation of Common such Option and/or Stock or should shares Appreciation Right and the grant of Common a new Option and/or Stock otherwise issuable under Appreciation Right (if any), and both the Plan be withheld by the Corporation in satisfaction cancellation of the withholding taxes incurred in connection with Option and/or Stock Appreciation Right and the exercise of an option or new Option and/or Stock Appreciation Right shall reduce the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross maximum number of shares for which the option is exercised or which vest under the stock issuance, Options and not by the net number of shares of Common Stock issued Appreciation Rights may be granted to the holder of such option or stock issuance. D. If any change is made Option and/or Stock Appreciation Right to the Common Stock extent required by reason Section 162(m) of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities Code and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusiveregulations promulgated thereunder.

Stock Subject to the Plan. A. The stock issuable under 6.1 There is hereby reserved for issuance upon the Plan shall be shares exercise of Options, Rights or Performance Units or for awards of Restricted Stock or Incentive Shares an aggregate of 1,000,000 authorized but unissued or reacquired Common StockShares. 6.2 If an Option, including shares repurchased Right or Performance Unit (other than a Related Right or Related Performance Unit) expires or terminates for any reason (other than, in the case of an Option, termination by virtue of the Corporation on exercise of a Related Right or Related Performance Unit) without having been fully exercised, if Shares of Restricted Stock are forfeited or if Incentive Shares are not issued, any unissued or forfeited Shares which had been subject to the open market. Agreement relating thereto shall become available for the grant of other Options, Rights or Performance Units or for the award of additional Restricted Stock or Incentive Shares, provided, that in the case of forfeited Shares, the Grantee has received no dividends prior to forfeiture with respect to such Shares. 6.3 The maximum Shares issued upon the exercise of a Right or Performance Unit (or, if cash is payable in connection with such exercise, that number of shares of Common Stock initially reserved for issuance over Shares with respect to which the term of the Plan Right or Performance Unit is exercised), shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) be charged against the number of shares which remain Shares issuable under the Plan and shall not become available for issuancethe grant of other Options, as Rights or Performance Units or for the award of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject Restricted Stock or Incentive Shares. 6.4 Subject to the outstanding options provisions of Article 14 relating to capital adjustments, no Director, Employee, Covered Employee, Key Employee, Consultant- Director, or Consultant shall be eligible to be incorporated into the Plan as of the Stockholder Approval Date granted Options and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for Rights covering more than [250,000] two hundred thousand (200,000) shares of Common Stock in the aggregate per any calendar year, beginning with the 1998 calendar year. C. . Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from an Option or Right that is canceled shall continue to be counted against the Predecessor Plan) shall maximum award of Options and Rights permitted to be available for subsequent issuance under the Plan to the extent those options expire or terminate for any reason prior to exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, granted pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.Section

Stock Subject to the Plan. A. The stock issuable number of shares of Stock allocated to the Plan and reserved to satisfy Awards under the Plan as of January 3, 2009 (the “Share Reserve”) shall be an aggregate of Three Million Two Hundred Thirty Thousand (3,230,000) shares of authorized but unissued Stock in addition to shares of Stock subject to awards outstanding under (i) this Plan; (ii) the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan; and (iii) the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan that may lapse, terminate, be forfeited or reacquired Common otherwise expire. Each share of Stock awarded pursuant to an Option shall reduce the Share Reserve by one (1) share. Each share of Stock subject to the exercised portion of a Stock Appreciation Right (whether the distribution upon exercise is made in cash, shares, or a combination of the two) shall reduce the Share Reserve by one (1) share. Each share of Stock awarded pursuant to Other Stock, including shares repurchased -Based Awards shall reduce the Share Reserve by the Corporation on the open market1.27 shares. The maximum number of shares of Common Stock initially reserved for issuance over the term of the Plan shall not exceed [ ] shares. Such authorized share reserve is comprised of (i) the number of shares which remain available for issuance, as of the Stockholder Approval Date, under the Predecessor Plan as last approved by the Corporation's stockholders, comprised of the shares subject to the outstanding options to be incorporated into the Plan as of the Stockholder Approval Date and the additional shares which would otherwise be available for future grant under the Predecessor Plan (estimated to be 395,800 shares in the aggregate as of March 1, 1998), plus (ii) an additional increase of [ ] shares authorized by the Board on [ ], 1998, subject to approval by the Corporation's stockholders at the 1998 Annual Meeting. B. No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than [250,000] shares of Common Stock in the aggregate per calendar year, beginning with the 1998 calendar year. C. Shares of Common Stock subject to outstanding options (including options incorporated into this Plan from the Predecessor Plan) Awards which are Options and Stock Appreciation Rights which may be granted during a calendar year to a Participant shall be available for subsequent issuance under Three Hundred Thousand (300,000). Notwithstanding the Plan to the extent those options expire or terminate for any reason prior to exercise preceding, in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan no event shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. However, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance awarded to Participants under the Plan, then when taken in combination with the number of outstanding shares of Common Stock previously issued by the Company, a Parent or Subsidiary to employees of the Company, a Parent or Subsidiary, exceed the limit specified in the Company Charter. The Company may, in its discretion, use shares held in the treasury or shares acquired on the public market, if applicable, in lieu of authorized but unissued shares. Any shares of Stock which are used by a Participant as full or partial payment to the Company to satisfy a purchase price related to an Award shall not again be available for issuance under the Plan shall be reduced by the gross number purposes of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. D. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan. To the extent any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation, (ii) such withheld shares shall not again be available for the number and/or class purposes of securities for which any one person may be granted stock options, separately exercisable stock appreciation rights and direct stock issuances under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan and (v) the number and/or class of securities and price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.