**Exhibit 10.1****INNUITY, INC.****AMENDED AND RESTATED 1999 STOCK OPTION PLAN**SECTION 1. PURPOSE     The purpose of the Innuity, Inc. Amended and Restated 1999 Stock Option Plan (the “Plan”) isto enhance the long-term shareholder value of Innuity, Inc., a Utah corporation (the “Company”), byoffering opportunities to employees, directors, officers, consultants, agents, advisors, andindependent contractors of the Company and its Subsidiaries (as defined in Section 2) toparticipate in the Company’s growth and success, and to encourage them to remain in the service ofthe Company and its Subsidiaries and to acquire and maintain stock ownership in the Company.SECTION 2. DEFINITIONS     For purposes of the Plan, the following terms shall be defined as set forth below:     2.1 AWARD     “Award” means any Option or Stock Purchase Right granted under the Plan.     2.2 AWARD AGREEMENT     “Award Agreement” means a written or electronic agreement between the Company and aParticipant setting forth the terms, conditions and restrictions of the Award granted to theParticipant.     2.3 BOARD     “Board” means the Board of Directors of the Company.     2.4 CAUSE     “Cause” means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidentialinformation or trade secrets, or conviction or confession of a crime punishable by law (exceptminor violations), in each case as determined by the Plan Administrator, whose determination shallbe conclusive and binding.     2.5 CODE     “Code” means the Internal Revenue Code of 1986, as amended from time to time.     2.6 COMMON STOCK     “Common Stock” means the common stock, no par value, of the Company.
1

 
     2.7 CORPORATE TRANSACTION     “Corporate Transaction” means any of the following events:               (a) Consummation of any merger or consolidation of the Company in which the Company is not thecontinuing or surviving corporation, or pursuant to which shares of Common Stock are converted intocash, securities, or other property, if following such merger or consolidation the holders of theCompany’s outstanding voting securities immediately prior to such merger or consolidation own lessthan 66-2/3% of the outstanding voting securities of the surviving corporation;               (b) Consummation of any sale, lease, exchange, or other transfer, in one transaction or aseries of related transactions, of all or substantially all of the Company’s assets, other than atransfer of the Company’s assets to a majority-owned subsidiary corporation (as the term“subsidiary corporation” is defined in Section 8.3) of the Company; or     (c) Approval by the holders of the Common Stock of any plan or proposal for the liquidation ordissolution of the Company.     Ownership of voting securities shall take into account and shall include ownership asdetermined by applying Rule 13d-3(d)(1)(i) (as in effect on the date of adoption of the Plan) underthe Exchange Act.     2.8 DISABILITY     “Disability” means “permanent and total disability” as that term is defined for purposes ofSection 22(e)(3) of the Code.     2.9 EXCHANGE ACT     “Exchange Act” means the Securities Exchange Act of 1934, as amended.     2.10 FAIR MARKET VALUE     The “Fair Market Value” shall be as established in good faith by the Plan Administrator or (a)if the Common Stock is listed on the Nasdaq National Market, the average of the high and low pershare sales prices for the Common Stock as reported by the Nasdaq National Market for a singletrading day or (b) if the Common Stock is listed on the New York Stock Exchange or the AmericanStock Exchange, the average of the high and low per share sales prices for the Common Stock as suchprice is officially quoted in the composite tape of transactions on such exchange for a singletrading day. If there is no such reported price for the Common Stock for the date in question,then such price on the last preceding date for which such price exists shall be determinative ofthe Fair Market Value.     2.11 GOOD REASON     “Good Reason” means the occurrence of any one of the following events, in the event that theParticipant (i) has given the Successor Corporation written notice of such occurrence and
2

 
the Successor Corporation has failed to cure such event within thirty (30) days, and (ii)Participant resigns within sixty (60) days following the expiration of such thirty-day period:               (a) relocation of the Participant to any place greater than fifty (50) miles from his or herprincipal location prior to the occurrence of the Corporate Transaction, except for reasonablyrequired travel on the Successor Corporation’s business that is not materially greater than suchtravel requirements prior to the Corporate Transaction; or               (b) substantial reduction of the Participant’s compensation package, unless such a reductionis made by the Company ratably with all other employees at similar levels of responsibility.     2.12 GRANT DATE     “Grant Date” means the date on which the Plan Administrator adopted the granting resolution ora later date designated in a resolution of the Plan Administrator as the date an Option is to begranted.     2.13 INCENTIVE STOCK OPTION     “Incentive Stock Option” means an Option to purchase Common Stock granted under Section 7 withthe intention that it qualify as an “incentive stock option” as that term is defined in Section 422of the Code.     2.14 NONQUALIFIED STOCK OPTION     “Nonqualified Stock Option” means an Option to purchase Common Stock granted under Section 7other than an Incentive Stock Option.     2.15 OPTION     “Option” means the right to purchase Common Stock granted under Section 7.     2.16 PARTICIPANT     “Participant” means (i) the person to whom an Award is granted; (ii) for a Participant who hasdied, the personal representative of the Participant’s estate, the person(s) to whom theParticipant’s rights under the Award have passed by will or by the applicable laws of descent anddistribution, or the beneficiary designated in accordance with Section 9; or (iii) person(s) towhom an Award has been transferred in accordance with Section 9.     2.17 PLAN ADMINISTRATOR     “Plan Administrator” means the Board or any committee of the Board designated to administerthe Plan under Section 3.1.
3

 
     2.18 RESTRICTED STOCK     “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock PurchaseRights under Section 17.     2.19 RETIREMENT     “Retirement” means retirement as of the individual’s normal retirement date as that term isdefined by the Plan Administrator from time to time for purposes of the Plan.     2.20 SECURITIES ACT     “Securities Act” means the Securities Act of 1933, as amended.     2.21 SERVICE     “Service” means a Participant’s employment or service with the Company or its Subsidiaries,whether in the capacity of an employee, a director, a consultant, an agent, an advisor, or anindependent contractor. Unless otherwise provided by the Plan Administrator, a Participant’sService shall not be deemed to have terminated merely because of a change in the capacity in whichthe Participant renders such Service or a change in the Company or its Subsidiary for which theParticipant renders such Service, provided that there is no interruption or termination of theParticipant’s Service.     2.22 STOCK PURCHASE RIGHT     “Stock Purchase Right” means the right to purchase Common Stock granted to a Participantpursuant to Section 17.     2.23 SUBSIDIARY     “Subsidiary”, except as provided in Section 8.3 in connection with Incentive Stock Options,means any entity that is directly or indirectly controlled by the Company or in which the Companyhas a significant ownership interest, as determined by the Plan Administrator, and any entity thatmay become a direct or indirect parent of the Company.     2.24 SUCCESSOR CORPORATION     “Successor Corporation” has the meaning set forth under Section 10.2     2.25 VESTING CONDITIONS     “Vesting Conditions” mean those conditions established in accordance with the Plan prior tothe satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchaseoption in favor of the Company exercisable for the Participant’s monetary purchase price, if any,for such shares upon the Participant’s termination of Service.
4

 
SECTION 3. ADMINISTRATION     3.1 PLAN ADMINISTRATOR     The Plan shall be administered by the Board or a committee or committees (which term includessubcommittees) appointed by, and consisting of two or more members of, the Board. If and so longas the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shallconsider in selecting the Plan Administrator and the membership of any committee acting as PlanAdministrator, with respect to any persons subject or likely to become subject to Section 16 of theExchange Act, the provisions regarding (a) “outside directors” as contemplated by Section 162(m) ofthe Code and (b) “Non-Employee Directors” as contemplated by Rule 16b-3 under the Exchange Act.The Board may delegate the responsibility for administering the Plan with respect to designatedclasses of eligible persons to different committees consisting of two or more members of the Board,subject to such limitations as the Board deems appropriate. Committee members shall serve for suchterm as the Board may determine, subject to removal by the Board at any time.     3.2 ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR     Except for the terms and conditions explicitly set forth in the Plan, the Plan Administratorshall have exclusive authority, in its discretion, to determine all matters relating to Awardsunder the Plan, including the selection of individuals to be granted Awards, the type of Awards,the number of shares of Common Stock subject to an Award, all terms, conditions, restrictions andlimitations, if any, of an Award and the terms of any instrument that evidences the Award. ThePlan Administrator shall also have exclusive authority to interpret the Plan and may from time totime adopt, and change, rules and regulations of general application for the Plan’s administration.The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actionstaken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusiveand binding on all parties involved or affected. The Plan Administrator may delegateadministrative duties to such of the Company’s officers as it so determines.SECTION 4. STOCK SUBJECT TO THE PLAN     4.1 AUTHORIZED NUMBER OF SHARES     Subject to adjustment from time to time as provided in Section 10.1, a maximum of6,440,466 shares of Common Stock shall be available for issuance under the Plan. Shares issuedunder the Plan shall be drawn from authorized and unissued shares or shares now held orsubsequently acquired by the Company. Except as adjusted pursuant to Section 10.1, in no eventshall more than 6,440,466 shares of Stock be available for issuance pursuant to the exercise ofIncentive Stock Options.     4.2 REUSE OF SHARES     Any shares of Common Stock that have been made subject to an Award but that cease to besubject to the Award (other than by reason of exercise of the Award to the extent it is
5

 
exercised for shares) shall again be available for issuance in connection with future grantsof Awards under the Plan.SECTION 5. ELIGIBILITY     Awards may be granted under the Plan to those officers, directors, and key employees of theCompany and its Subsidiaries as the Plan Administrator from time to time selects. Awards may alsobe made to consultants, agents, advisors, and independent contractors who provide Service to theCompany and its Subsidiaries.SECTION 6. AWARDS     6.1 FORM AND GRANT OF AWARDS     The Plan Administrator shall have the authority, in its sole discretion, to determine the typeor types of awards to be made under the Plan. Such awards may consist of Incentive Stock Options,Nonqualified Stock Options, and/or Stock Purchase Rights. Awards may be granted singly or incombination.     6.2 ACQUIRED COMPANY AWARDS     Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awardsunder the Plan in substitution for awards issued under other plans, or assume under the Plan awardsissued under other plans, if the other plans are or were plans of other acquired entities(“Acquired Entities”) (or the parent of the Acquired Entity) and the new Award is substituted, orthe old award is assumed, by reason of a merger, consolidation, acquisition of property or ofstock, reorganization or liquidation (the “Acquisition Transaction”). In the event that a writtenagreement pursuant to which the Acquisition Transaction is completed is approved by the Board andsaid agreement sets forth the terms and conditions of the substitution for or assumption ofoutstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be theaction of the Plan Administrator without any further action by the Plan Administrator, except asmay be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding suchawards shall be deemed to be Participants.SECTION 7. TERMS AND CONDITIONS OF AWARDS     7.1 GRANT OF AWARDS     The Plan Administrator is authorized under the Plan, in its sole discretion, to issue Awardsas Incentive Stock Options, Nonqualified Stock Options and/or Stock Purchase Rights, which shall beappropriately designated.     7.2 AWARD EXERCISE PRICE     The exercise price for shares purchased under an Award shall be as determined by the PlanAdministrator, but shall not be less than 100% of the Fair Market Value of the Common Stock on theGrant Date with respect to Incentive Stock Options.
6

 
     7.3 TERM OF OPTIONS     The term of each Option shall be as established by the Plan Administrator or, if not soestablished, shall be ten (10) years from the Grant Date.     7.4 EXERCISE OF AWARDS     The Plan Administrator shall establish and set forth in each instrument that evidences anAward the time at which or the installments in which the Award shall become exercisable, whichprovisions may be waived or modified by the Plan Administrator at any time. If not so establishedin the instrument evidencing an Option, the Option will become exercisable according to thefollowing schedule, which may be waived or modified by the Plan Administrator at any time:   Period of Holder’s Continuous Employment  or Service With the Company or Its Subsidiaries Percent of Total Option That IsFrom the Option Grant Date ExercisableAfter 6 months 25%   Each three-month period ofcontinuous service completedthereafter An additional 6.25%   After 3 1/2 years 100%     A Stock Purchase Right shall be exercisable within a period established by the PlanAdministrator.     To the extent that the right to purchase shares has accrued thereunder, an Award may beexercised from time to time by written notice to the Company, in accordance with proceduresestablished by the Plan Administrator, setting forth the number of shares with respect to which theAward is being exercised and accompanied by payment in full as described in Section 7.5. Subjectto the provisions of this Plan, an Award may be exercised at different times for portions of thetotal number of shares for which the right to purchase shall have vested, provided that suchportions are in multiples of ten (10) shares if the Participant holds vested Awards for ninety-nine(99) or fewer shares and otherwise in multiples of one hundred (100) shares.     7.5 PAYMENT OF EXERCISE PRICE     The exercise price for shares purchased under an Option shall be paid in full to the Companyby delivery of consideration equal to the product of the Option exercise price and the number ofshares purchased. Such consideration must be paid in cash or by check or, unless the PlanAdministrator in its sole discretion determines otherwise, either at the time the Option is grantedor at any time before it is exercised, a combination of cash and/or check and one or both of thefollowing alternative forms: (a) tendering (either actually or, if and so long as the Common Stockis registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) Common Stockalready owned by the Participant for at least six months (or any shorter period necessary to avoida charge to the Company’s earnings for financial reporting purposes) having a
7

 
Fair Market Value on the day prior to the exercise date equal to the aggregate Option exerciseprice or (b) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of theExchange Act, delivery of a properly executed exercise notice, together with irrevocableinstructions, to (i) a brokerage firm designated by the Company to deliver promptly to the Companythe aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholdingtax obligations that may arise in connection with the exercise and (ii) the Company to deliver thecertificates for such purchased shares directly to such brokerage firm, all in accordance with theregulations of the Federal Reserve Board. In addition, the exercise price for shares purchasedunder an Option may be paid, either singly or in combination with one or more of the alternativeforms of payment authorized by this Section 7.5, by such other consideration as the PlanAdministrator may permit.     The purchase price for shares purchased under a Stock Purchase Right shall be paid in full tothe Company (a) in cash or by check or cash equivalent, (b) by such other consideration as may beapproved by the Plan Administrator from time to time to the extent permitted by applicable law, or(c) by any combination thereof.     7.6 POST-TERMINATION EXERCISES     The Plan Administrator shall establish and set forth in each instrument that evidences anAward whether the Award will continue to be exercisable, and the terms and conditions of suchexercise, if a Participant ceases to be employed by, or to provide services to, the Company or itsSubsidiaries, which provisions may be waived or modified by the Plan Administrator at any time. Ifnot so established in the instrument evidencing the Option, the Option will be exercisableaccording to the following terms and conditions, which may be waived or modified by the PlanAdministrator at any time.     In case of termination of the Participant’s employment or services other than by reason ofdeath or Cause, the Option shall be exercisable, to the extent of the number of shares purchasableby the Participant at the date of such termination, only (a) within one year if the termination ofthe Participant’s employment or services is coincident with Retirement or Disability or (b) withinthree months after the date the Participant ceases to be an employee, director, officer,consultant, agent, advisor or independent contractor of the Company or a Subsidiary if terminationof the Participant’s employment or services is for any reason other than Retirement or Disability,but in no event later than the remaining term of the Option. Any Option exercisable at the time ofthe Participant’s death may be exercised, to the extent of the number of shares purchasable by theParticipant at the date of the Participant’s death, by the personal representative of theParticipant’s estate, the person(s) to whom the Participant’s rights under the Option have passedby will or the applicable laws of descent and distribution or the beneficiary designated pursuantto Section 9 at any time or from time to time within one year after the date of death, but in noevent later than the remaining term of the Option. Any portion of an Option that is notexercisable on the date of termination of the Participant’s employment or services shall terminateon such date, unless the Plan Administrator determines otherwise. In case of termination of theParticipant’s employment or services for Cause, the Option shall automatically terminate upon firstnotification to the Participant of such termination, unless the Plan Administrator determinesotherwise. If a Participant’s employment or services with the Company are suspended pending
8

 
an investigation of whether the Participant shall be terminated for Cause, all theParticipant’s rights under any Option likewise shall be suspended during the period ofinvestigation.     A transfer of employment or services between or among the Company and its Subsidiaries shallnot be considered a termination of employment or services. The effect of a Company-approved leaveof absence on the terms and conditions of an Option shall be determined by the Plan Administrator,in its sole discretion.SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS     To the extent required by Section 422 of the Code, Incentive Stock Options shall be subject tothe following additional terms and conditions:     8.1 DOLLAR LIMITATION     To the extent the aggregate Fair Market Value (determined as of the Grant Date) of CommonStock with respect to which Incentive Stock Options are exercisable for the first time during anycalendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000,such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the eventthe Participant holds two or more such Options that become exercisable for the first time in thesame calendar year, such limitation shall be applied on the basis of the order in which suchOptions are granted.     8.2 10% SHAREHOLDERS     If an individual owns more than 10% of the total voting power of all classes of the Company’sstock, then the exercise price per share of an Incentive Stock Option shall not be less than 110%of the Fair Market Value of the Common Stock on the Grant Date and the Option term shall not exceedfive years. The determination of 10% ownership shall be made in accordance with Section 422 of theCode.     8.3 ELIGIBLE EMPLOYEES     Individuals who are not employees of the Company or one of its parent corporations orsubsidiary corporations may not be granted Incentive Stock Options. For purposes of this Section8.3, “parent corporation” and “subsidiary corporation” shall have the meanings attributed to thoseterms for purposes of Section 422 of the Code.     8.4 TERM     The term of an Incentive Stock Option shall not exceed 10 years.     8.5 EXERCISABILITY     To qualify for Incentive Stock Option tax treatment, an Option designated as an IncentiveStock Option must be exercised within three months after termination of employment for reasonsother than death, except that, in the case of termination of employment due to total disability,such Option must be exercised within one year after such termination. Employment shall not be
9

 
deemed to continue beyond the first 90 days of a leave of absence unless the Participant’sreemployment rights are guaranteed by statute or contract. For purposes of this Section 8.5,“total disability” shall mean a mental or physical impairment of the Participant that is expectedto result in death or that has lasted or is expected to last for a continuous period of 12 monthsor more and that causes the Participant to be unable, in the opinion of the Company and twoindependent physicians, to perform his or her duties for the Company and to be engaged in anysubstantial gainful activity. Total disability shall be deemed to have occurred on the first dayafter the Company and the two independent physicians have furnished their opinion of totaldisability to the Plan Administrator.     8.6 TAXATION OF INCENTIVE STOCK OPTIONS     In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422of the Code, the Participant must hold the shares issued upon the exercise of an Incentive StockOption for two years after the Grant Date of the Incentive Stock Option and one year from the dateof exercise. A Participant may be subject to the alternative minimum tax at the time of exerciseof an Incentive Stock Option. The Plan Administrator may require a Participant to give the Companyprompt notice of any disposition of shares acquired by the exercise of an Incentive Stock Optionprior to the expiration of such holding periods.SECTION 9. ASSIGNABILITY     No Option granted under the Plan may be assigned, pledged, or transferred by the Participantother than by will or by the applicable laws of descent and distribution, and, during theParticipant’s lifetime, such Option may be exercised only by the Participant or a permittedassignee or transferee of the Participant (as provided below). Notwithstanding the foregoing, andto the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion,may permit such assignment, transfer, and exercisability and may permit a Participant to designatea beneficiary who may exercise the Option after the Participant’s death; provided, however, thatany Option so assigned or transferred shall be subject to all the same terms and conditionscontained in the instrument evidencing the Option.SECTION 10. ADJUSTMENTS     10.1 ADJUSTMENT OF SHARES     In the event that, at any time or from time to time, a stock dividend, stock split, spin-off,combination or exchange of shares, reclassification, recapitalization, merger, consolidation,distribution to shareholders other than a normal cash dividend, or other change in the Company’scorporate or capital structure results in (a) the outstanding shares, or any securities exchangedtherefor or received in their place, being exchanged for a different number or class of securitiesof the Company or of any other corporation or (b) new, different or additional securities of theCompany or of any other corporation being received by the holders of shares of Common Stock of theCompany, then the Plan Administrator shall make proportional adjustments in (i) the maximum numberand kind of securities subject to the Plan as set forth in Section 4.1 and (ii) the number and kindof securities that are subject to any outstanding Option and the per share price of suchsecurities, without any change in the aggregate price to be paid therefor. The
10

 
determination by the Plan Administrator as to the terms of any of the foregoing adjustmentsshall be conclusive and binding.     10.2 CORPORATE TRANSACTION          10.2.1 ACCELERATION AND CONDITIONAL PURCHASE. Except as provided in Section 10.2.2 hereof,and notwithstanding anything in the Plan to the contrary, the Participant may conditionallypurchase the full number of shares for which Options have been granted and not yet exercised,whether or not the vesting requirements set forth in the Plan or the option agreement have beensatisfied, during the period commencing twenty-five (25) days and ending five (5) days prior to thescheduled effective date of any Corporate Transaction. If the Corporate Transaction, oncecommenced, is canceled or revoked, the conditional purchase of shares for which the Option topurchase would not otherwise have been exercisable at the time of said cancellation or revocationbut for the operation of this Section 10.2, shall automatically be deemed rescinded. With respectto all other shares conditionally purchased, the Participant may rescind such a purchase atParticipant’s option. If the Corporate Transaction does occur, and the Participant has notconditionally purchased the full number of shares for which Options have been granted and not yetexercised, all unexercised Options, which have not been assumed pursuant to Section 10.2.2, shallterminate on the effective, termination, closing, or filing date, as applicable.          10.2.2 PRECLUSION OF ACCELERATION. The Participant shall have no right to purchase sharesconditionally in the event of a Corporate Transaction if:               (a) in the opinion of the Company’s outside accountants, it would render unavailable “poolingof interest” accounting for a Corporate Transaction that would otherwise qualify for suchaccounting treatment; or               (b) such Option is, in connection with the Corporate Transaction, either to be assumed by thesuccessor corporation or parent thereof (the “Successor Corporation”) or to be replaced with acomparable award for the purchase of shares of the capital stock of the Successor Corporation; or               (c) such Option is to be replaced with a cash incentive program of the Successor Corporationthat preserves the spread existing at the time of the Corporate Transaction and provides forsubsequent payout in accordance with the same vesting schedule applicable to such Option.     The determination of Option comparability shall be made by the Plan Administrator, and itsdetermination shall be conclusive and binding. All such Options shall terminate and cease toremain outstanding immediately following the consummation of the Corporate Transaction, except tothe extent assumed by the Successor Corporation. Any such Options that are assumed or replaced inthe Corporate Transaction and are not available for conditional purchase under Section 10.2.1 atthat time shall be accelerated and available for immediate exercise in the event that theParticipant’s employment or services should subsequently terminate within one year following suchCorporate Transaction, unless such employment or services are terminated by the SuccessorCorporation for Cause or by the Participant voluntarily without Good Reason.
11

 
     10.3 FURTHER ADJUSTMENT OF OPTIONS     Subject to Section 10.2, the Plan Administrator shall have the discretion, exercisable at anytime before a sale, merger, consolidation, reorganization, liquidation, or change in control of theCompany, as defined by the Plan Administrator, to take such further action as it determines to benecessary or advisable, and fair and equitable to Participants, with respect to Options. Suchauthorized action may include (but shall not be limited to) establishing, amending or waiving thetype, terms, conditions or duration of, or restrictions on, Options so as to provide for earlier,later, extended or additional time for exercise and other modifications, and the Plan Administratormay take such actions with respect to all Participants, to certain categories of Participants oronly to individual Participants. The Plan Administrator may take such action before or aftergranting Options to which the action relates and before or after any public announcement withrespect to such sale, merger, consolidation, reorganization, liquidation, or change in control thatis the reason for such action.     10.4 LIMITATIONS     The grant of Options will in no way affect the Company’s right to adjust, reclassify,reorganize, or otherwise change its capital or business structure or to merge, consolidate,dissolve, liquidate or sell or transfer all or any part of its business or assets.SECTION 11. WITHHOLDING     The Company may require the Participant to pay to the Company the amount of any withholdingtaxes that the Company is required to withhold with respect to the grant or exercise of any Option.Subject to the Plan and applicable law, the Plan Administrator may, in its sole discretion, permitthe Participant to satisfy withholding obligations, in whole or in part, by paying cash, byelecting to have the Company withhold shares of Common Stock or by transferring shares of CommonStock to the Company, in such amounts as are equivalent to the Fair Market Value of the withholdingobligation. The Company shall have the right to withhold from any shares of Common Stock issuablepursuant to an Option or from any cash amounts otherwise due or to become due from the Company tothe Participant an amount equal to such taxes. The Company may also deduct from any Option anyother amounts due from the Participant to the Company or a Subsidiary.SECTION 12. COMPANY’S OPTION TO REPURCHASE     12.1 OPTION TO REPURCHASE     Subject to the provisions of Section 12.3 below, and unless otherwise specified by the Board,if a Participant ceases to be employed by or provide services to, the Company or its Subsidiaries,the Company shall have the right to repurchase all Common Stock purchased upon the exercise ofOptions granted while the Participant was an employee, director, officer, consultant, agent,advisor or independent contractor of the Company or a Subsidiary, as the case may be, at itsthen-current Fair Market Value, as determined by the Board. The Company shall give written noticeto the Participant of its intention to repurchase within sixty (60) days after the date oftermination. The purchase price for the Common Stock to be repurchased shall be payable at anytime within one year after the day the notice is given and shall be offset against
12

 
any amounts that may be due and owing to the Company. For purposes of this Section 12.1,“Fair Market Value” shall be determined by the Board in the same manner as utilized in determiningthe Fair Market Value for purposes of Option grants at such time. The Board’s determination ofFair Market Value shall be final.     12.2 RIGHT OF FIRST REFUSAL     Subject to the provisions of Section 12.3 below, and unless otherwise specified by the Board,the Participant (or his personal representative) shall not at any time sell or encumber the CommonStock purchased hereunder unless he or she has first offered to sell such Common Stock to theCompany, as follows: If the Participant proposes to encumber or transfer such Common Stock, he orshe shall advise the Company of the name of the proposed recipient, the number of shares of CommonStock and the proposed price and terms. The Company shall have an option, which option must beexercised in writing within sixty (60) days after receipt of written notice of the proposedtransfer, to purchase such Common Stock upon the same terms and conditions as are stated in thenotice or at their then-current Fair Market Value, whichever is lower. The purchase price shall bepaid by the Company within sixty (60) days of the giving of its notice of intent to repurchase.Fair Market Value shall be determined by the Board as provided in Section 12.1 above. In the eventthe Company does not elect to repurchase hereunder, the Participant shall have the right toencumber or transfer such Common Stock in accordance with the price and terms and to the recipientstated in the notice for a period of ninety (90) days; but, if such Common Stock is not encumberedor transferred within said ninety (90) days, the Participant shall not thereafter encumber ortransfer such Common Stock without again complying with the requirements of this Section 12.2.     12.3 TERMINATION OF COMPANY’S RIGHTS     The Company’s repurchase rights stated in Sections 12.1 and 12.2 above shall terminate in theevent the Company successfully concludes a registered public offering of its Common Stock under theSecurities Act.SECTION 13. SPECIAL PROVISIONS RELATING TO CALIFORNIA RESIDENTS     Notwithstanding anything to the contrary herein, the following provisions shall govern allOptions granted under the Plan to residents of the State of California (referred to herein as“California Options”). The following provisions are intended to comply with Rule 260.140.41 of theRegulations of the Department of Corporations of the State of California (the “CaliforniaRegulations”). When issuing California Options, the Company shall indicate on the Options thatthey are issued subject to these special provisions.               (a) The total number of shares granted pursuant to the Plan is as set forth in Section 4.1 ofthe Plan.               (b) The exercise price or purchase price of each share optioned under the Plan under aCalifornia Option shall be determined by the Board at the time of the action for the granting ofthe Option but shall not, in any event, be less than eighty-five percent (85%) of the Fair MarketValue of the Common Stock on the date of grant. With respect to any California Option granted toany person who owns stock possessing more than ten percent (10%) of the
13

 
total combined voting power or value of all classes of stock of the Company, the exerciseprice shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stockon the date of grant.               (c) The exercise period with respect to California Options shall not exceed one hundred twenty(120) months from the date of grant.               (d) California Options shall not be transferable other than by will or the laws of descent anddistribution, by instrument to an inter vivos or testamentary trust in which the options are to bepassed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family”as that term is defined in 17 C.F.R. 240.16a-l(e).               (e) In the event of a stock split, reverse stock split, stock dividend, recapitalization,combination or reclassification of the Company’s stock, the number of shares subject to aCalifornia Option shall be adjusted in accordance with the provision of Section 10.1 of the Plan.               (f) California Options shall, at a minimum, be exercisable at a rate of twenty percent (20%)per year from the date of grant.               (g) Unless employment is terminated for cause as defined by applicable law, the terms of thePlan or Option grant or a contract of employment, the right to exercise a California Option in theevent of termination of employment with the Company, to the extent that the California Option isexercisable on the date of such termination of employment, is as follows: at least six (6) monthsfrom the date of termination if termination was caused by death or disability and at least thirty(30) days from the date of termination if termination was caused by other than death or disability.               (h) There shall be no California Options granted under the Plan later than ten (10) years fromthe date the Plan was adopted or the date the Plan is approved by the shareholders, whichever isearlier.               (i) The Plan shall be approved by the shareholders within twelve (12) months after the date ofadoption of the Plan by the Board of Directors. No Option may be exercised before shareholderapproval is obtained.               (j) The Company will comply with Section 260.140.46 of the California Code of Regulationsregarding information required to be received by employees of the Company residing in the State ofCalifornia.     The provisions of subsection 10.2.1 of the Plan shall not apply to California Options with theeffect that there shall be no reference in the Plan to the acceleration of the exercise period forCalifornia Options in relation to mergers, consolidations and takeovers in which the Company is notthe surviving entity.
14

 
SECTION 14. AMENDMENT AND TERMINATION OF PLAN     14.1 AMENDMENT OF PLAN     The Plan may be amended only by the Board in such respects as it shall deem advisable;however, to the extent required for compliance with Section 422 of the Code or any applicable lawor regulation, shareholder approval will be required for any amendment that will (a) increase thetotal number of shares as to which Awards may be granted under the Plan, (b) modify the class ofpersons eligible to receive Awards, or (c) otherwise require shareholder approval under anyapplicable law or regulation.     14.2 TERMINATION OF PLAN     The Board may suspend or terminate the Plan at any time. The Plan will have no fixedexpiration date; provided, however, that no Incentive Stock Options may be granted more than 10years after the earlier of the Plan’s adoption by the Board and approval by the shareholders.     14.3 CONSENT OF PARTICIPANT     The amendment or termination of the Plan shall not, without the consent of the Participant,impair or diminish any rights or obligations under any Award theretofore granted under the Plan.     Any change or adjustment to an outstanding Incentive Stock Option shall not, without theconsent of the Participant, be made in a manner so as to constitute a “modification” that wouldcause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.SECTION 15. GENERAL     15.1 AWARD AGREEMENTS     Awards granted under the Plan shall be evidenced by a written agreement that shall containsuch terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisableand that are not inconsistent with the Plan.     15.2 CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN AWARDS     None of the Plan, participation in the Plan, or any action of the Plan Administrator takenunder the Plan shall be construed as giving any person any right to be retained in the employ ofthe Company or limit the Company’s right to terminate the employment or services of any person.     15.3 REGISTRATION     The Company shall be under no obligation to any Participant to register for offering or resaleor to qualify for exemption under the Securities Act, or to register or qualify under statesecurities laws, any shares of Common Stock, security, or interest in a security paid or issuedunder, or created by, the Plan, or to continue in effect any such registrations or qualificationsif
15

 
made. The Company may issue certificates for shares with such legends and subject to suchrestrictions on transfer and stop-transfer instructions as counsel for the Company deems necessaryor desirable for compliance by the Company with federal and state securities laws.     Inability of the Company to obtain, from any regulatory body having jurisdiction, theauthority deemed by the Company’s counsel to be necessary for the lawful issuance and sale of anyshares hereunder or the unavailability of an exemption from registration for the issuance and saleof any shares hereunder shall relieve the Company of any liability in respect of the nonissuance orsale of such shares as to which such requisite authority shall not have been obtained.     As a condition to the exercise of an Award, the Company may require the Participant torepresent and warrant at the time of any such exercise or receipt that such shares are beingpurchased or received only for the Participant’s own account and without any present intention tosell or distribute such shares if, in the opinion of counsel for the Company, such a representationis required by any relevant provision of the aforementioned laws. At the option of the Company, astop-transfer order against any such shares may be placed on the official stock books and recordsof the Company, and a legend indicating that such shares may not be pledged, sold or otherwisetransferred, unless an opinion of counsel is provided (concurred in by counsel for the Company)stating that such transfer is not in violation of any applicable law or regulation, may be stampedon stock certificates to ensure exemption from registration. The Plan Administrator may alsorequire such other action or agreement by the Participant as may from time to time be necessary tocomply with the federal and state securities laws.     15.4 RIGHTS AS A SHAREHOLDER     No Option shall entitle the Participant to any dividend, voting, or other right of ashareholder unless and until the date of issuance under the Plan of the shares that are the subjectof such Option, free of all applicable restrictions.     Except as provided in this Section 15.4 and any Award Agreement, during any period in whichshares acquired pursuant to a Stock Purchase Right remain subject to Vesting Conditions, theParticipant shall have all of the rights of a stockholder of the Company holding shares of CommonStock, including the right to vote such shares and to receive all dividends and other distributionspaid with respect to such shares. However, in the event of a dividend or distribution paid inshares of Common Stock or other property or any other adjustment made upon a change in the capitalstructure of the Company as described in Section 10, any and all new, substituted or additionalsecurities or other property (other than normal cash dividends) to which the Participant isentitled by reason of the Participant’s Stock Purchase Right shall be immediately subject to thesame Vesting Conditions as the shares subject to the Stock Purchase Right with respect to whichsuch dividends or distributions were paid or adjustments were made.     15.5 COMPLIANCE WITH LAWS AND REGULATIONS     Notwithstanding anything in the Plan to the contrary, the Board, in its sole discretion, maybifurcate the Plan so as to restrict, limit, or condition the use of any provision of the Plan toParticipants who are officers or directors subject to Section 16 of the Exchange Act without so
16

 
restricting, limiting, or conditioning the Plan with respect to other Participants.Additionally, in interpreting and applying the provisions of the Plan, any Option granted as anIncentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed asan “incentive stock option” within the meaning of Section 422 of the Code.     15.6 NO TRUST OR FUND     The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall requirethe Company to segregate any monies or other property, or shares of Common Stock, or to create anytrusts, or to make any special deposits for any immediate or deferred amounts payable to anyParticipant, and no Participant shall have any rights that are greater than those of a generalunsecured creditor of the Company.     15.7 COSTS AND EXPENSES     Except as provided herein with respect to the payment of taxes, all costs and expenses ofadministering the Plan shall be borne by the Company and shall not be charged to any grant nor anyemployee receiving a grant.     15.8 GOLDEN PARACHUTE TAXES     In the event that any amounts paid or deemed paid to an employee under this Plan are deemed toconstitute “excess parachute payments” as defined in Section 280G of the Code (taking into accountany other payments made under this Plan and any other compensation paid or deemed paid to anemployee), or if any employee is deemed to receive an “excess parachute payment” by reason of hisor her vesting of Options pursuant to Section 10 hereof, the amount of such payments or deemedpayments shall be reduced (or, alternatively the provisions of Section 10 shall not act to vestoptions to such employee), so that no such payments or deemed payments shall constitute excessparachute payments. The determination of whether a payment or deemed payment constitutes an excessparachute payment shall be in the sole discretion of the Plan Administrator.     15.9 FOREIGN EMPLOYEES     Without amending the Plan, the Board may authorize the Plan Administrator to grant options toeligible employees who are foreign nationals on such terms and conditions different from thosespecified in this Plan as may in the judgment of the Board be necessary or desirable to foster andpromote achievement of the purposes of the Plan, and, in furtherance of such purposes the Board maymake such modifications, amendments, procedures, subplans, and the like as may be necessary oradvisable to comply with the provisions of the laws in other countries in which the Companyoperates or has employees.     15.10 GOVERNING LAW     This Plan shall be governed by and construed in accordance with the laws of the State ofWashington.
17

 
     15.11 SEVERABILITY     If any provision of the Plan or any Option is determined to be invalid, illegal orunenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Optionunder any law deemed applicable by the Plan Administrator, such provision shall be construed ordeemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amendedwithout, in the Plan Administrator’s determination, materially altering the intent of the Plan orthe Option, such provision shall be stricken as to such jurisdiction, person or Option, and theremainder of the Plan and any such Option shall remain in full force and effect.SECTION 16. SHAREHOLDER APPROVAL     This Plan or any increase in the maximum aggregate number of shares of Common Stock issuablethereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by securityholders of a majority of the outstanding securities of the Company entitled to vote within twelve(12) months before or after the date of adoption thereof by the Board. Awards granted prior tosecurity holder approval of the Plan or in excess of the Authorized Shares previously approved bythe security holders shall become exercisable no earlier than the date of security holder approvalof the Plan or such increase in the Authorized Shares, as the case may be.SECTION 17. STOCK PURCHASE RIGHTS     17.1 RIGHTS TO PURCHASE     Stock Purchase Rights may be issued either alone, in addition to, or in tandem with otherawards granted under the Plan and/or cash awards made outside of the Plan; provided, however thatin no event may Stock Purchase Rights be issued in any fiscal year of the Company for more than 10%of the total shares of Common Stock available for issuance hereunder, in the aggregate, on thefirst day of such fiscal year. After the Plan Administrator determines that it will offer StockPurchase Rights under the Plan, it shall advise the offeree in writing or electronically, by meansof a Notice of Grant, of the terms, conditions and restrictions related to the offer, including thenumber of shares of Common Stock that the offeree shall be entitled to purchase, the price to bepaid, and the time within which the offeree must accept such offer. The offer shall be accepted byexecution of a Restricted Stock Purchase Agreement in the form determined by the PlanAdministrator.     17.2 REPURCHASE OPTION     Unless the Plan Administrator determines otherwise, the Restricted Stock Purchase Agreementshall grant to the Company a repurchase option exercisable upon the voluntary or involuntarytermination of the Participant’s service with the Company for any reason (including death orDisability). The purchase price for shares of Common Stock repurchased pursuant to the RestrictedStock Purchase Agreement shall be the original price paid by the Participant and may be paid bycancellation of any indebtedness of the Participant to the Company. The repurchase option shalllapse at a rate determined by the Plan Administrator.
18

 
     17.3 OTHER PROVISIONS     The Restricted Stock Purchase Agreement shall contain such other terms, provisions andconditions not inconsistent with the Plan as may be determined by the Plan Administrator in itssole discretion.     17.4 RIGHTS AS A STOCKHOLDER     Once the Stock Purchase Right is exercised, the Participant shall have the rights equivalentto those of a stockholder, and shall be a stockholder when his or her purchase is entered upon therecords of the duly authorized transfer agent of the Company. No adjustment will be made for adividend or other right for which the record date is prior to the date the Stock Purchase Right isexercised, except as provided in Section 10 of the Plan.PLAN HISTORY    November 9, 2005 Board assumes Plan with a reserve of 2,440,466 shares.   December 9, 2005 Shareholders approve Plan.   April 24, 2006 Board adopts amendment to increase reserve to 4,440,466 shares.   June 6, 2006 Shareholders approve amendment to increase reserve to4,440,466 shares.   August 29, 2007 Board adopts amendment to increase reserve to 6,440,466 sharesand to add Section 17 (Stock Purchase Rights) and conformingchanges.
19

 
**INNUITY, INC.****OPTION FOR PURCHASE OF STOCK****UNDER THE AMENDED AND RESTATED 1999 STOCK OPTION PLAN**     FOR VALUABLE CONSIDERATION, Innuity, Inc. (the “Company”), does hereby grant to the individualnamed below (the “Participant”), the Option (“Option”), to purchase the number of shares of commonstock of the Company (the “Option Shares”) for the exercise price per share set forth below, andthe right to purchase the Option Shares under this Option shall accrue and vest according to thevesting schedule described below, all subject to the terms and conditions of the Company’s Amendedand Restated 1999 Stock Option Plan (the “Plan”). By Participant’s signature below, Participantacknowledges receipt of a copy of the Plan. The Terms and Conditions attached hereto summarizecertain basic terms of the Plan, but in the event of any inconsistency between the Terms andConditions and the Plan, Participant agrees that the Plan shall control.   PARTICIPANT:   TYPE OF OPTION - INCENTIVE STOCK OPTION   - NONQUALIFIED STOCK OPTIONNUMBER OF OPTION SHARES:   EXERCISE PRICE PER SHARE: $                     DATE OF OPTION GRANT: ________ ___, ______ TERM OF OPTION: 10 YEARS FROM DATE OF GRANT VESTING SCHEDULE: AS PROVIDED IN SECTION 7.4 OF THE PLAN     EXECUTED as of the Date of Option Grant.      Innuity, Inc.