Exhibit 4.1


INVISION TECHNOLOGIES, INC.


2000 EQUITY INCENTIVE PLAN


 


Adopted
April 24, 2000


Approved
By Stockholders May 31, 2000


Amended
May 7, 2002

Approved by Stockholders June 13, 2002


(1)                                
PURPOSES.


(a)  
Eligible Stock Award Recipients.  The persons eligible to receive Stock Awards
are the Employees, Directors and Consultants of the Company and its Affiliates.


(b)  
Available Stock Awards.  The purpose of the Plan is to provide a means by which eligible
recipients of Stock Awards may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of the following
Stock Awards:  (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.


(c)  
General Purpose. 
The Company, by means of the Plan, seeks to retain the services of the group of
persons eligible to receive Stock Awards, to secure and retain the services of
new members of this group and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.


(2)                                
DEFINITIONS.


(a)  
“Affiliate” means any parent corporation or
subsidiary corporation of the Company, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively, of the Code.


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


(c)  
“Code” means the Internal Revenue Code of 1986,
as amended.


(d)  
“Committee” means a committee of one or more members
of the Board appointed by the Board in accordance with subsection 3(c).


(e)  
“Common Stock” means the common stock of the Company.


(f)   
“Company” means InVision Technologies, Inc., a
Delaware corporation.


(g)  
“Consultant” means any person, including an advisor,
(i) engaged by the Company or an Affiliate to render consulting or advisory
services and who is compensated for such services or (ii) who is a member of
the Board of Directors of an Affiliate.  However, the term “Consultant”
shall not include either Directors who are not compensated by the Company for
their services as Directors or Directors who are merely paid a director’s fee
by the Company for their services as Directors.


(h)  
“Continuous Service” means that the Participant’s service
with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated.  The Participant’s
Continuous Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the
entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s Continuous Service. 
For example, a change in status from an Employee of the Company to a Consultant
of an Affiliate or a Director will not constitute an interruption of Continuous
Service.  The Board or the chief executive officer of the Company, in that
party’s sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave.


(i)   
“Covered Employee” means the chief executive officer and
the four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.


 


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(j)   
“Director” means a member of the Board of Directors
of the Company.


(k)  
“Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code.


(l)   
“Employee” means any person employed by the Company
or an Affiliate.  Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute
“employment” by the Company or an Affiliate.


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


(n)  
“Fair Market Value” means, as of any date, the value of the
Common Stock determined as follows:


(i)           
If the Common
Stock is listed on any established stock exchange or traded on the Nasdaq National
Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in the Common Stock) on
the last market trading day prior to the day of determination, as reported in The Wall Street Journal  or such other source as the Board deems reliable.


(ii)          
In the absence of
such markets for the Common Stock, the Fair Market Value shall be determined in
good faith by the Board.


(iii)        
If required at
the time by applicable California law, the value of the Common Stock shall be
determined in a manner consistent with Section 260.140.50 of Title 10 of the
California Code of Regulations.


(o)  
“Incentive Stock Option” means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code
and the regulations promulgated thereunder.


(p)  
“Non-Employee Director”  means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its
parent or a subsidiary for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would not
be required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii)
is otherwise considered a “non-employee director” for purposes of Rule 16b-3.


(q)  
“Nonstatutory Stock Option” means an Option not intended to qualify
as an Incentive Stock Option.


(r)  
“Officer” means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.


(s)  
“Option” means an Incentive Stock Option or a
Nonstatutory Stock Option granted pursuant to the Plan.


(t)   
“Option Agreement” means a written agreement between the
Company and an Optionholder evidencing the terms and conditions of an
individual Option grant.  Each Option Agreement shall be subject to the
terms and conditions of the Plan.


(u)  
“Optionholder” means a person to whom an Option is
granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.


(v)   
“Outside Director” means a Director who either (i) is not a
current employee of the Company or an “affiliated corporation” (within the
meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an “affiliated corporation”
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an “affiliated
corporation” at any time and is not currently receiving direct or indirect
remuneration from the Company or an “affiliated corporation” for services in
any capacity other than as a Director or (ii) is otherwise considered an
“outside director” for purposes of Section 162(m) of the Code.


(w)  
“Participant” means a person to whom a Stock Award is
granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.


 


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(x)  
“Plan” means this  2000 Equity Incentive
Plan.


(y)  
“Rule 16b-3” means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


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


(aa) “Stock Award” means any right granted under the Plan,
including an Option, a stock bonus and a right to acquire restricted stock.


(bb) “Stock Award Agreement” means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant.  Each Stock Award Agreement shall be subject
to the terms and conditions of the Plan.


(cc) “Ten Percent Stockholder” means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.


(3)                                
ADMINISTRATION.


(a)  
Administration by Board.  The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c). 
Any interpretation of the Plan by the Board and any decision by the Board under
the Plan shall be final and binding on all persons.


(b)  
Powers of Board. 
The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:


(i)           
To determine from
time to time which of the persons eligible under the Plan shall be granted
Stock Awards; when and how each Stock Award shall be granted; what type or
combination of types of Stock Award shall be granted; the provisions of each
Stock Award granted (which need not be identical), including the time or times
when a person shall be permitted to receive Common Stock pursuant to a Stock
Award; and the number of shares of Common Stock with respect to which a Stock
Award shall be granted to each such person.


(ii)          
To construe and
interpret the Plan and Stock Awards granted under it, and to establish, amend
and revoke rules and regulations for its administration.  The Board, in
the exercise of this power, may correct any defect, omission or inconsistency
in the Plan or in any Stock Award Agreement, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.


(iii)        
To amend the Plan
or a Stock Award as provided in Section 12.


(iv)         
Generally, to
exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company which are not in
conflict with the provisions of the Plan.


(c)  
Delegation to Committee.


(i)           
General. 
The Board may delegate administration of the Plan to a Committee or Committees
of one (1) or more members of the Board, and the term “Committee” shall apply
to any person or persons to whom such authority has been delegated.  If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references
in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. 
The Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.


(ii)          
Committee Composition vis a vis Section 162(m) of the Code and Rule 16b-3.  At such time as the Common Stock
is publicly traded, in the discretion of the Board, a Committee may consist
solely of two or more Outside Directors, in accordance with Section 162(m) of
the Code, and/or solely of two or more Non-Employee Directors, in accordance
with Rule 16b-3.  Within the scope of such authority, the Board or the
Committee may (1) delegate to a committee of one or more members of the Board
who are not Outside Directors the authority to grant Stock Awards to eligible
persons who are either (a) not then Covered Employees and are not expected to
be Covered Employees at the time of recognition of income resulting


 


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from such Stock Award or (b) not persons with respect
to whom the Company wishes to comply with Section 162(m) of the Code and/or)
(2) delegate to a committee of one or more members of the Board who are not
Non-Employee Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act.


(4)                                
SHARES SUBJECT TO THE PLAN.


(a)  
Share Reserve. 
Subject to the provisions of Section 11 relating to adjustments upon changes in
Common Stock, two million three hundred forty-four thousand five hundred one
(2,344,501) shares of Common Stock are reserved for issuance pursuant to Stock
Awards.* Additionally, at the end of each calendar year of the Company there
shall automatically be added on that date, an additional number of shares of
Common Stock for issuance pursuant to Stock Awards.  Such additional
number of shares of Common Stock shall be equal to the lesser of five percent
(5%) of the number of shares of Common Stock issued and outstanding on that date,
and the number obtained by subtracting the number of shares of Common Stock
then reserved under the Plan, but not subject to outstanding Stock Awards, from
eight percent (8%) of the number of shares of Common Stock issued and
outstanding on that date.


(b)  
Limit on Common Stock Issuable by Exercise of “Incentive Stock Options.”  To the extent required by Section
422 of the Code as then in effect, or any successor provision, during the term
of the Plan, no more than an aggregate of five million (5,000,000) shares of
Common Stock may be issued pursuant to Stock Awards intended to qualify as
“incentive stock options” thereunder.


(c)  
Reversion of Shares to the Share Reserve.  If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in
full, the shares of Common Stock not acquired under such Stock Award shall
revert to and again become available for issuance under the Plan.


(d)  
Source of Shares. 
The shares of Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.


(5)                                
ELIGIBILITY.


(a)  
Eligibility for Specific Stock Awards.  Incentive Stock Options may be granted only to
Employees, but only if such Stock Awards are granted within the period of time
permitted under Section 422(b)(2) of the Code, as then in effect, or any
successor provision.  Stock Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants.


(b)  
Ten Percent Stockholders.


(i)           
A Ten Percent
Stockholder shall not be granted an Incentive Stock Option unless the exercise
price of such Option is at least one hundred ten percent (110%) of the Fair
Market Value of the Common Stock at the date of grant and the Option is not
exercisable after the expiration of five (5) years from the date of grant.


(ii)          
If required by
California law a Ten Percent Stockholder shall not be granted a Nonstatutory
Stock Option unless the exercise price of such Option is at least (i) one
hundred ten percent (110%) of the Fair Market Value of the Common Stock at the
date of grant or (ii) such lower percentage of the Fair Market Value of the
Common Stock at the date of grant as is permitted by Section 260.140.41 of Title
10 of the California Code of Regulations at the time of the grant of the
Option.


(iii)        
If required by
California law a Ten Percent Stockholder shall not be granted a restricted
stock award unless the purchase price of the restricted stock is at least (i)
one hundred percent (100%) of the Fair Market Value of the Common Stock at the
date of grant or (ii) such lower percentage of the Fair Market Value of the
Common Stock at the date of grant as is permitted by Section 260.140.42 of
Title 10 of the California Code of Regulations at the time of the grant of such
restricted stock award.


(c)  
Section 162(m) Limitation.  Subject to the provisions of Section 11
relating to adjustments upon changes in the shares of Common Stock, no Employee
shall be eligible to be granted Options covering more than two hundred thousand
(200,000) shares of Common Stock during any calendar year.


 












*                 
Consists of 500,000 shares initially reserved for issuance. On December
31, 2000, 567,537 shares were automatically added to the Plan. On December 31,
2001, 676,964 shares were automatically added to the Plan.  In May 2002,
the Board approved an increase of an additional 600,000 shares, to the Plan.


 


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(d)  
Consultants.  A
Consultant shall not be eligible for the grant of a Stock Award if, at the time
of grant, a Form S-8 Registration Statement under the Securities Act (“Form
S-8”) is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the nature of the services
that the Consultant is providing to the Company, or because the Consultant is
not a natural person, or as otherwise provided by the rules governing the use
of Form S-8, unless the Company determines both (i) that such grant (A) shall
be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration
Statement) or (B) does not require registration under the Securities Act in
order to comply with the requirements of the Securities Act, if applicable, and
(ii) that such grant complies with the securities laws of all other relevant
jurisdictions.


 


 (6)                                
OPTION PROVISIONS.


Each Option shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate.  All
Options shall be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased
on exercise of each type of Option.  The provisions of separate Options
need not be identical, but each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the substance of each
of the following provisions:


(a)  
Term. 
Subject to the provisions of subsection 5(b) regarding Ten Percent
Stockholders, no Incentive Stock Option shall be exercisable after the
expiration of ten (10) years from the date it was granted.


(b)  
Exercise Price of an Incentive Stock Option.  Subject to the provisions of subsection 5(b)
regarding Ten Percent Stockholders, the exercise price of each Incentive Stock
Option shall be not less than one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Option on the date the Option is
granted.  Notwithstanding the foregoing, an Incentive Stock Option may be
granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of
the Code.


(c)  
Exercise Price of a Nonstatutory Stock Option.  Subject to the provisions of subsection 5(b)
regarding Ten Percent Stockholders, the exercise price of each Nonstatutory
Stock Option shall be determined by the Board.


(d)  
Consideration. 
The purchase price of Common Stock acquired pursuant to an Option shall be
paid, to the extent permitted by applicable statutes and regulations, either (i)
in cash at the time the Option is exercised or (ii) at the discretion of the
Board at the time of the grant of the Option (or subsequently in the case of a
Nonstatutory Stock Option) (1) by delivery to the Company of other Common
Stock, (2) according to a deferred payment or other similar arrangement with
the Optionholder or (3) in any other form of legal consideration that may be
acceptable to the Board; provided, however, that at any time that the Company
is incorporated in Delaware, payment of the Common Stock’s “par value,” as
defined in the Delaware General Corporation Law, shall not be made by deferred
payment.


In the case of any deferred payment arrangement,
interest shall be compounded at least annually and shall be charged at the
minimum rate of interest necessary to avoid the treatment as interest, under
any applicable provisions of the Code, of any amounts other than amounts stated
to be interest under the deferred payment arrangement.


(e)  
Transferability of an Incentive Stock Option.  An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Optionholder only by the
Optionholder.  Notwithstanding the foregoing, the Optionholder may, by
delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.


(f)   
Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option granted shall not be
transferable except to the extent provided in the Option Agreement.  If
the Option Agreement for a Nonstatutory Stock Option does not provide for
transferability, then such Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the
Optionholder.  Notwithstanding the foregoing, the Optionholder may, by
delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.


(g)  
Vesting Generally. 
The total number of shares of Common Stock subject to an Option may, but need
not, vest and therefore become exercisable in periodic installments that may,
but need not, be equal.  The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board may deem appropriate.  The
vesting provisions of individual Options may vary.  The provisions of this
subsection 6(g) are subject to any Option provisions governing the minimum
number of shares of Common Stock as to which an Option may be exercised.


 


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(h)  
Minimum Vesting. 
Notwithstanding the foregoing subsection 6(g), to the extent the Plan must
comply with the following restrictions on vesting required by Section
260.140.41(f) of Title 10 of the California Code of Regulations:


(i)           
An Option granted
at that time to an Employee who is not an Officer, Director or Consultant shall
provide for vesting of the total number of shares of Common Stock at a rate of
at least twenty percent (20%) per year over five (5) years from the date the
Option was granted, subject to reasonable conditions such as continued
employment; and


(ii)          
An Option granted
at that time an to Officer, Director or Consultant may be made fully
exercisable, subject to reasonable conditions such as continued employment, at
any time or during any period established by the Company.


(i)   
Termination of Continuous Service.  In the event an Optionholder’s Continuous
Service terminates (other than upon the Optionholder’s death or Disability),
the Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder’s
Continuous Service (or such longer or shorter period specified in the Option
Agreement, which period shall not be less than thirty (30) days for Options granted
while the Plan must comply with Section 260.140.41 of Title 10 of the
California Code of Regulations unless such termination is for cause), or (ii)
the expiration of the term of the Option as set forth in the Option
Agreement.  If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.


(j)   
Extension of Termination Date.  An Optionholder’s Option Agreement may also
provide that if the exercise of the Option following the termination of the
Optionholder’s Continuous Service (other than upon the Optionholder’s death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.


(k)  
Disability of Optionholder.  In the event that an Optionholder’s Continuous
Service terminates as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise such Option as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement, which period shall not be
less than six (6) months for Options granted while the Plan must comply with
Section 260.140.41 of Title 10 of the California Code of Regulations) or (ii)
the expiration of the term of the Option as set forth in the Option
Agreement.  If, after termination, the Optionholder does not exercise his
or her Option within the time specified herein, the Option shall terminate.


(l)   
Death of Optionholder.  In the event (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death or (ii) the Optionholder dies within
the period (if any) specified in the Option Agreement after the termination of
the Optionholder’s Continuous Service for a reason other than death, then the
Option may be exercised (to the extent the Optionholder was entitled to
exercise such Option as of the date of death) by the Optionholder’s estate, by
a person who acquired the right to exercise the Option by bequest or
inheritance or by a person designated to exercise the option upon the
Optionholder’s death pursuant to subsection 6(e) or 6(f), but only within the
period ending on the earlier of (1) the date eighteen (18) months following the
date of death (or such longer or shorter period specified in the Option
Agreement, which period shall not be less than six (6) months for Options
granted while the Plan must comply with Section 260.140.41 of Title 10 of the
California Code of Regulations) or (2) the expiration of the term of such
Option as set forth in the Option Agreement.  If, after death, the Option
is not exercised within the time specified herein, the Option shall terminate.


(m) 
Early Exercise. 
The Option may, but need not, include a provision whereby the Optionholder may
elect at any time before the Optionholder’s Continuous Service terminates to
exercise the Option as to any part or all of the shares of Common Stock subject
to the Option prior to the full vesting of the Option.  Subject to the “Repurchase
Limitation” in subsection 10(h), any unvested shares of Common Stock so
purchased may be subject to a repurchase option in favor of the Company or to
any other restriction the Board determines to be appropriate.


(7)                                
PROVISIONS OF STOCK AWARDS OTHER THAN
OPTIONS.


(a)  
Stock Bonus Awards. 
Each stock bonus agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate.  The terms and
conditions of stock bonus agreements may change from time to time, and the
terms and conditions of separate stock bonus agreements need not be identical,
but each stock bonus agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:


(i)           
Consideration. 
A stock bonus may be awarded in consideration for past services actually
rendered to the Company or an Affiliate for its benefit.


 


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(ii)          
Vesting. 
Subject to the “Repurchase Limitation” in subsection 10(h), shares of Common
Stock awarded under the stock bonus agreement may, but need not, be subject to
a share repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board.


(iii)        
Termination of Participant’s Continuous Service.  Subject to the “Repurchase Limitation” in
subsection 10(h), in the event a Participant’s Continuous Service terminates,
the Company may reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the stock bonus agreement.


(iv)         
Transferability. 
Rights to acquire shares of Common Stock under the stock bonus agreement shall
be transferable by the Participant only upon such terms and conditions as are
set forth in the stock bonus agreement, as the Board shall determine in its
discretion, so long as Common Stock awarded under the stock bonus agreement remains
subject to the terms of the stock bonus agreement.


(b)  
Restricted Stock Awards.  Each restricted stock purchase agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem
appropriate.  The terms and conditions of the restricted stock purchase
agreements may change from time to time, and the terms and conditions of
separate restricted stock purchase agreements need not be identical, but each
restricted stock purchase agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:


(i)           
Purchase Price. 
Subject to the provisions of subsection 5(b) regarding Ten Percent
Stockholders, the purchase price under each restricted stock purchase agreement
shall be such amount as the Board shall determine and designate in such
restricted stock purchase agreement.  For restricted stock awards made
while the Plan must comply with Section 260.140.42 of Title 10 of the California
Code of Regulations, the purchase price shall not be less than eighty-five
percent (85%) of the Common Stock’s Fair Market Value on the date such award is
made or at the time the purchase is consummated.  Otherwise, the purchase
price shall not be less than eighty-five percent (85%) of the Common Stock’s
Fair Market Value on the date such award is made or at the time the purchase is
consummated.


(ii)          
Consideration. 
The purchase price of Common Stock acquired pursuant to the restricted stock
purchase agreement shall be paid either:  (i) in cash at the time of
purchase; (ii) at the discretion of the Board, according to a deferred payment
or other similar arrangement with the Participant; or (iii) in any other form
of legal consideration that may be acceptable to the Board in its discretion;
provided, however, that at any time that the Company is incorporated in
Delaware, then payment of the Common Stock’s “par value,” as defined in the
Delaware General Corporation Law, shall not be made by deferred payment.


(iii)        
Vesting. 
Subject to the “Repurchase Limitation” in subsection 10(h), shares of Common
Stock acquired under the restricted stock purchase agreement may, but need not,
be subject to a share repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board.


(iv)         
Termination of Participant’s Continuous Service.  Subject to the “Repurchase Limitation” in
subsection 10(h), in the event a Participant’s Continuous Service terminates,
the Company may repurchase or otherwise reacquire any or all of the shares of
Common Stock held by the Participant which have not vested as of the date of
termination under the terms of the restricted stock purchase agreement.


(v)           
Transferability. 
For a restricted stock award made while the Plan must comply with Section
260.140.42 of Title 10 of the California Code of Regulations, rights to acquire
shares of Common Stock under the restricted stock purchase agreement shall not
be transferable except by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Participant only by the
Participant.  Otherwise, rights to acquire shares of Common Stock under
the restricted stock purchase agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in the
restricted stock purchase agreement, as the Board shall determine in its
discretion, so long as Common Stock awarded under the restricted stock purchase
agreement remains subject to the terms of the restricted stock purchase
agreement.


(8)                                
COVENANTS OF THE COMPANY.


(a)  
Availability of Shares.  During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of Common Stock required to satisfy
such Stock Awards.


(b)  
Securities Law Compliance.  The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to


 


7

















 


register under the Securities Act the Plan, any Stock
Award or any Common Stock issued or issuable pursuant to any such Stock
Award.  If, after reasonable efforts, the Company is unable to obtain from
any such regulatory commission or agency the authority which counsel for the
Company deems necessary for the lawful issuance and sale of Common Stock under
the Plan, the Company shall be relieved from any liability for failure to issue
and sell Common Stock upon exercise of such Stock Awards unless and until such
authority is obtained.


(9)                                
USE OF PROCEEDS FROM STOCK.


Proceeds from the sale of Common Stock pursuant to
Stock Awards shall constitute general funds of the Company.


(10)                         
MISCELLANEOUS.


(a)  
Acceleration of Exercisability and Vesting.  The Board shall have the power to accelerate
the time at which a Stock Award may first be exercised or the time during which
a Stock Award or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Stock Award stating the time at which it
may first be exercised or the time during which it will vest.


(b)  
Stockholder Rights. 
No Participant shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares of Common Stock subject to such
Stock Award unless and until such Participant has satisfied all requirements
for exercise of the Stock Award pursuant to its terms.


(c)  
No Employment or other Service Rights.  Nothing in the Plan or any instrument executed
or Stock Award granted pursuant thereto shall confer upon any Participant any
right to continue to serve the Company or an Affiliate in the capacity in
effect at the time the Stock Award was granted or shall affect the right of the
Company or an Affiliate to terminate (i) the employment of an Employee with or
without notice and with or without cause, (ii) the service of a Consultant
pursuant to the terms of such Consultant’s agreement with the Company or an
Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case
may be.


(d)  
Incentive Stock Option $100,000 Limitation.  To the extent that the aggregate Fair Market
Value (determined at the time of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and its Affiliates)
exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof which exceed such limit (according to the order in which they were
granted) shall be treated as Nonstatutory Stock Options.


(e)  
Investment Assurances.  The Company may require a Participant, as a condition of
exercising or acquiring Common Stock under any Stock Award, (i) to give written
assurances satisfactory to the Company as to the Participant’s knowledge and
experience in financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Stock Award; and (ii) to give written assurances satisfactory to
the Company stating that the Participant is acquiring Common Stock subject to
the Stock Award for the Participant’s own account and not with any present
intention of selling or otherwise distributing the Common Stock.  The
foregoing requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (iii) the issuance of the shares of Common Stock upon
the exercise or acquisition of Common Stock under the Stock Award has been
registered under a then currently effective registration statement under the
Securities Act or (iv) as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws.  The Company may,
upon advice of counsel to the Company, place legends on stock certificates
issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to,
legends restricting the transfer of the Common Stock.


(f)   
Withholding Obligations.  To the extent provided by the terms of a Stock Award Agreement,
the Participant may satisfy any federal, state or local tax withholding
obligation relating to the exercise or acquisition of Common Stock under a
Stock Award by any of the following means (in addition to the Company’s right
to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means:  (i) tendering a cash payment; (ii)
authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Stock Award; or (iii) delivering to
the Company owned and unencumbered shares of Common Stock.


(g)  
Information Obligation.  At any time that the Plan is subject to Section 260.140.46 of
Title 10 of the California Code of Regulations, the Company shall deliver
financial statements to Participants at least annually.  This subsection
10(g) shall not apply to key Employees whose duties in connection with the
Company assure them access to equivalent information.


 


8

















 


(h)  
Repurchase Limitation.  The terms of any repurchase option shall be specified in the
Stock Award and may be either at Fair Market Value at the time of repurchase or
at not less than the original purchase price.  To the extent a Stock Award
is required to comply with Section 260.140.41 and Section 260.140.42 of Title
10 of the California Code of Regulations at the time such Stock Award is made,
any repurchase option contained in such Stock Award granted to a person who is
not an Officer, Director or Consultant shall be upon the terms described below:


(i)           
Fair Market Value. 
If the repurchase option gives the Company the right to repurchase the shares
of Common Stock upon termination of employment at not less than the Fair Market
Value of the shares of Common Stock to be purchased on the date of termination
of Continuous Service, then (i) the right to repurchase shall be exercised for
cash or cancellation of purchase money indebtedness for the shares of Common
Stock within ninety (90) days of termination of Continuous Service (or in the
case of shares of Common Stock issued upon exercise of Stock Awards after such
date of termination, within ninety (90) days after the date of the exercise) or
such longer period as may be agreed to by the Company and the Participant (for
example, for purposes of satisfying the requirements of Section 1202(c)(3) of
the Code regarding “qualified small business stock”) and (ii) the right
terminates when the shares of Common Stock become publicly traded.


(ii)          
Original Purchase Price.  If the repurchase option gives the Company the right to
repurchase the shares of Common Stock upon termination of Continuous Service at
the original purchase price, then (i) the right to repurchase at the original
purchase price shall lapse at the rate of at least twenty percent (20%) of the
shares of Common Stock per year over five (5) years from the date the Stock
Award is granted (without respect to the date the Stock Award was exercised or
became exercisable) and (ii) the right to repurchase shall be exercised for
cash or cancellation of purchase money indebtedness for the shares of Common
Stock within  ninety (90) days of termination of Continuous Service (or in
the case of shares of Common Stock issued upon exercise of Options after such
date of termination, within ninety (90) days after the date of the exercise) or
such longer period as may be agreed to by the Company and the Participant (for
example, for purposes of satisfying the requirements of Section 1202(c)(3) of
the Code regarding “qualified small business stock”).


(11)                         
ADJUSTMENTS UPON CHANGES IN STOCK.


(a)  
Capitalization Adjustments.  If any change is made in the Common Stock
subject to the Plan, or subject to any Stock Award, without the receipt of consideration
by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(c), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards. 
The Board shall make such adjustments, and its determination shall be final,
binding and conclusive.  (The conversion of any convertible securities of
the Company shall not be treated as a transaction “without receipt of
consideration” by the Company.)


(b)  
Change in Control—Dissolution or Liquidation.  In the event of a dissolution or liquidation
of the Company, then all outstanding Stock Awards shall terminate immediately
prior to such event.


(c)  
Change in Control—Asset Sale, Merger, Consolidation or Reverse Merger.  In the event of (i) a sale, lease
or other disposition of all or substantially all of the assets of the Company,
(ii) a merger or consolidation in which the Company is not the surviving
corporation or (iii) a reverse merger in which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether
in the form of securities, cash or otherwise, then any surviving corporation or
acquiring corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar stock awards (including an award to acquire the
same consideration paid to the stockholders in the transaction described in
this subsection 11(c) for those outstanding under the Plan.  In the event
any surviving corporation or acquiring corporation refuses to assume such Stock
Awards or to substitute similar stock awards for those outstanding under the
Plan, then with respect to Stock Awards held by Participants whose Continuous
Service has not terminated, the vesting of such Stock Awards (and, if
applicable, the time during which such Stock Awards may be exercised) shall be
accelerated in full, and the Stock Awards shall terminate if not exercised (if
applicable) at or prior to such event.  With respect to any other Stock
Awards outstanding under the Plan, such Stock Awards shall terminate if not
exercised (if applicable) prior to such event.


 


9

















 


(12)                         
AMENDMENT OF THE PLAN AND STOCK
AWARDS.


(a)  
Amendment of Plan. 
The Board at any time, and from time to time, may amend the Plan. 
However, except as provided in Section 11 relating to adjustments upon changes
in Common Stock, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq
or securities exchange listing requirements.


(b)  
Stockholder Approval.  The Board may, in its sole discretion, submit any other
amendment to the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of Section 162(m)
of the Code and the regulations thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.


(c)  
Contemplated Amendments.  It is expressly contemplated that the Board may amend the Plan
in any respect the Board deems necessary or advisable to provide eligible
Employees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options
granted under it into compliance therewith.


(d)  
No Impairment of Rights.  Rights under any Stock Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless (i) the Company
requests the consent of the Participant and (ii) the Participant consents in
writing.


(e)  
Amendment of Stock Awards.  The Board at any time, and from time to time,
may amend the terms of any one or more Stock Awards; provided, however, that
the rights under any Stock Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.


(13)                         
TERMINATION OR SUSPENSION OF THE PLAN.


(a)  
Plan Term. 
The Board may suspend or terminate the Plan at any time. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.


(b)  
No Impairment of Rights.  Suspension or termination of the Plan shall not impair rights
and obligations under any Stock Award granted while the Plan is in effect
except with the written consent of the Participant.


(c)  
Special Rule Regarding Incentive Stock Options.  No Incentive Stock Option shall be granted
under the Plan on or after the tenth anniversary of the date the Plan is
adopted by the Board.


(14)                         
EFFECTIVE DATE OF PLAN.


The Plan shall become effective as determined by the
Board, but no Stock Award shall be exercised (or, in the case of a stock bonus,
shall be granted) unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.


(15)                         
CHOICE OF LAW.


The law of the State of Delaware shall govern all
questions concerning the construction, validity and interpretation of this
Plan, without regard to such state’s conflict of laws rules.


 


10

















 


INVISION TECHNOLOGIES, INC.


INCENTIVE STOCK OPTION


 


InVision Technologies, Inc.
(the “Company”), pursuant to its 2000 Equity Incentive Plan (the “Plan”), has
granted to you, the optionee named on the preceding Certificate of Stock Option
Grant, (the “Certificate”) an option to purchase shares of the common stock of
the Company (“Common Stock”). This option is intended to qualify and will be
treated as an “incentive stock option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).


The grant hereunder is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s employees (including officers), directors or
consultants. Defined terms not explicitly defined in this agreement but defined
in the Plan shall have the same definitions as in the Plan.


The details of your option
are as follows:


1. TOTAL
NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of shares
of Common Stock subject to this option is indicated on the Certificate as the
“Option to Purchase”.


2.
VESTING. Subject to the limitations contained herein, the
shares will vest (become exercisable) as indicated on the Certificate as the
“Vesting Schedule”.


3.
EXERCISE PRICE AND METHOD OF PAYMENT.


(a)
Exercise Price. The exercise price of this option is indicated on
the Certificate as the “Grant Price” per share, being not less than 100% of the
fair market value of the Common Stock on the date of grant of this option.


(b) Method
of Payment. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:


(i) Payment of
the exercise price per share in cash (including check) at the time of exercise;


(ii)  Payment pursuant to a program developed in
compliance with regulations promulgated by the Federal Reserve Board which,
prior to the issuance of Common Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to a
qualified broker that sufficient shares of the Common Stock to pay the
aggregate exercise price be sold immediately and that the exercise price be
delivered to the Company from the sales proceeds;


(iii) Provided that
at the time of exercise the Common Stock is publicly traded and quoted
regularly in the Wall


 


1

















 


Street Journal, payment by
delivery of already-owned shares of Common Stock, held for the period required
to avoid a charge to the Company’s reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which Common Stock
shall be valued at its fair market value on the date of exercise; or


(iv) Payment by a
combination of the methods of payment permitted by subparagraph 3(b)(i) through
3(b)(iii) above.


4. WHOLE
SHARES; MINIMUM SHARES EXERCISABLE. This option may not be exercised
for any number of shares which would require the issuance of anything other
than whole shares. The minimum number of shares with respect to which this
option may be exercised at any time is one hundred (100) except (a) as to an
installment subject to exercise, as set forth in paragraph 2, which amounts to
fewer than one hundred (100) shares, in which case, as to the exercise of that
installment, the number of shares in such installment shall be the minimum
number of shares, and (b) with respect to the final exercise of this option
this minimum number shall not apply.


5.
SECURITIES LAW COMPLIANCE. Notwithstanding anything
to the contrary contained herein, this option may not be exercised unless the
shares issuable upon exercise of this option are then registered under the
Securities Act of 1933, as amended (the “Act”), or, if such shares are not then
so registered, the Company has determined that such exercise and issuance would
be exempt from the registration requirements of the Act.


6. TERM. The term of
this option commences on the date hereof and, unless sooner terminated as set
forth below or in the Plan, terminates as indicated on the Certificate as the
“Grant Expiration Date” which date shall be no more than ten (10) years from
the date this option is granted. This option shall terminate prior to the Grant
Expiration Date as follows: thirty (30) days after the termination of your
Continuous Status as an Employee, Director or Consultant with the Company or an
Affiliate of the Company for any reason or for no reason unless:


(a) such
termination of Continuous Status as an Employee, Director or Consultant is due
to your permanent and total disability (within the meaning of Section 422(c)(6)
of the Code), in which event this option shall expire on the earlier of the
Grant Expiration Date set forth above or twelve (12) months following such
termination of Continuous Status as an Employee, Director or Consultant; or


(b) such
termination of Continuous Status as an Employee, Director or Consultant is due
to your death or your death occurs within thirty (30) days following your
termination for any other reason, in which event this option shall expire on
the earlier of the Grant Expiration Date set forth above or eighteen (18)
months after your death; or


(c) during any
part of such thirty (30) day period this option is not exercisable solely
because of the condition set forth in paragraph 5 above, in which event this
option shall not expire until the earlier of the Grant Expiration Date set
forth above or until it shall have been exercisable for an aggregate period of
thirty (30) days after the


 


2

















 


termination of Continuous
Status as an Employee, Director or Consultant; or


(d) exercise of
this option within thirty (30) days after termination of your Continuous Status
as an Employee, Director or Consultant with the Company or with an Affiliate of
the Company would result in liability under section 16(b) of the Securities
Exchange Act of 1934 (the “Exchange Act”), in which case this option will
expire on the earlier of (i) the Grant Expiration Date set forth above,
(ii) the tenth (10th) day after the last date upon which exercise would
result in such liability or (iii) six (6) months and ten (10) days after
the termination of your Continuous Status as an Employee, Director or
Consultant with the Company or an Affiliate of the Company.


However, this option may be
exercised following termination of Continuous Status as an Employee, Director
or Consultant only as to that number of shares as to which it was exercisable
on the date of termination of Continuous Status as an Employee, Director or
Consultant under the provisions of paragraph 2 of this option.


In order to obtain the
federal income tax advantages associated with an “incentive stock option,” the
Code requires that at all times beginning on the date of grant of the option
and ending on the day three (3) months before the date of the option’s
exercise, you must be an employee of the Company or an Affiliate of the Company,
except in the event of your death or permanent and total disability. The
Company has provided for continued vesting or extended exercisability of your
option under certain circumstances for your benefit, but cannot guarantee that
your option will necessarily be treated as an “incentive stock option” if you
provide services to the Company or an Affiliate of the Company as a consultant
or exercise your option more than three (3) months after the date your
employment with the Company and all Affiliates of the Company terminates.


7.
EXERCISE.


(a) This option
may be exercised, to the extent specified above, by delivering a notice of
exercise (in a form designated by the Company which is available from the AST
StockPlan website) together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
require pursuant to subsection 12(d) of the Plan.


(b) By exercising
this option you agree that:


(i) as a
precondition to the completion of any exercise of this option, the Company may
require you to enter an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of
(1) the exercise of this option; (2) the lapse of any substantial
risk of forfeiture to which the shares are subject at the time of exercise; or
(3) the disposition of shares acquired upon such exercise; and


 


3

















 


(ii) you will
notify the Company in writing within fifteen (15) days after the date of any
disposition of any of the shares of the Common Stock issued upon exercise of
this option that occurs within two (2) years after the date of this option
grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of this option.


8.
TRANSFERABILITY. This option is not transferable, except by will or
by the laws of descent and distribution and is exercisable during your life
only by you.


9. OPTION
NOT A SERVICE CONTRACT. This option is not an employment contract
and nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company. In addition, nothing in
this option shall obligate the Company or any Affiliate of the Company, or
their respective stockholders, Board of Directors, officers, or employees to
continue any relationship which you might have as a Director or Consultant for
the Company or Affiliate of the Company.


10.
NOTICES. Any notices provided for in this option or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5)
days after deposit in the United States mail, postage prepaid, addressed to you
at the address last provided to the Company or at such other address as you
hereafter designate by written notice to the Company.


11. GOVERNING
PLAN DOCUMENT. This option is subject to all the provisions of
the Plan, a copy of which is available from the AST StockPlan website and its
provisions are hereby made a part of this option, including without limitation
the provisions of Section 6 of the Plan relating to option provisions, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of this option and those of
the Plan, the provisions of the Plan shall control.


The Optionee acknowledges
receipt of the foregoing option and the attachments referenced therein and
understands that all rights and liabilities with respect to this option are set
forth in the option and the Plan; and


The Optionee acknowledges
that as of the date of grant of this option, it sets forth the entire
understanding between the undersigned optionee and the Company and its
Affiliates regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of
(i) the options previously granted and delivered to the undersigned under
stock option plans of the Company, and (ii) the following agreements only.


 


4

















 


INVISION TECHNOLOGIES, INC.


NONQUALIFIED STOCK OPTION


 


InVision Technologies, Inc.
(the “Company”), pursuant to its 2000 Equity Incentive Plan (the “Plan”), has
granted to you, the optionee named on the preceding Certificate of Stock Option
Grant (the “Certificate”), an option to purchase shares of the common stock of
the Company (“Common Stock”). This option is not intended to qualify and will
not be treated as an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


The grant hereunder is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s employees (including officers), directors or
consultants. Defined terms not explicitly defined in this agreement but defined
in the Plan shall have the same definitions as in the Plan.


The details of your option
are as follows:


1. TOTAL
NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of shares
of Common Stock subject to this option is indicated on the Certificate as the
(“Option to Purchase”).


2.
VESTING. Subject to the limitations contained herein, the
shares will vest (become exercisable) as indicated on the Certificate as the
“Vesting Schedule” beginning on the “Vesting Start Date” as indicated on the
Certificate.


3.
EXERCISE PRICE AND METHOD OF PAYMENT.


(a)
Exercise Price. The exercise price of this option is indicated on
the Certificate as the (“Grant Price”) per share, being not less than 85% of
the fair market value of the Common Stock on the date of grant of this
option.


(b) Method
of Payment. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:


(i) Payment of
the exercise price per share in cash (including check) at the time of exercise;


(ii) Payment
pursuant to a program developed in compliance with regulations promulgated by
the Federal Reserve Board which, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to a qualified broker that sufficient shares of the
Common Stock to pay the aggregate exercise price be sold immediately and that
the exercise price be delivered to the Company from the sales proceeds;


 


1

















 


(iii) Provided that
at the time of exercise the Common Stock is publicly traded and quoted
regularly in the Wall Street Journal, payment by delivery of already-owned
shares of Common Stock, held for the period required to avoid a charge to the
Company’s reported earnings, and owned free and clear of any liens, claims,
encumbrances or security interests, which Common Stock shall be valued at its
fair market value on the date of exercise; or


(iv) Payment by a
combination of the methods of payment permitted by subparagraph 3(b)(i) through
3(b)(iii) above.


4. WHOLE
SHARES; MINIMUM SHARES EXERCISABLE. This option may not be
exercised for any number of shares which would require the issuance of anything
other than whole shares. The minimum number of shares with respect to which
this option may be exercised at any time is one hundred (100) except (a) as to
an installment subject to exercise, as set forth in paragraph 2, which amounts
to fewer than one hundred (100) shares, in which case, as to the exercise of
that installment, the number of shares in such installment shall be the minimum
number of shares, and (b) with respect to the final exercise of this option
this minimum number shall not apply.


5.
SECURITIES LAW COMPLIANCE. Notwithstanding anything
to the contrary contained herein, this option may not be exercised unless the
shares issuable upon exercise of this option are then registered under the
Securities Act of 1933, as amended (the “Act”), or, if such shares are not then
so registered, the Company has determined that such exercise and issuance would
be exempt from the registration requirements of the Act.


6. TERM. The term of
this option commences on the date hereof and, unless sooner terminated as set
forth below or in the Plan, terminates  as
indicated on the Certificate as the “Grant Expiration Date,” which date shall
be no more than ten (10) years from the date this option is granted. This
option shall terminate prior to the Grant Expiration Date as follows: thirty
(30) days after the termination of your Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate of the Company for any
reason or for no reason unless:


(a) such
termination of Continuous Status as an Employee, Director or Consultant is due
to your permanent and total disability (within the meaning of Section 422(c)(6)
of the Code), in which event this option shall expire on the earlier of the
Grant Expiration Date set forth above or twelve (12) months following such
termination of Continuous Status as an Employee, Director or Consultant; or


(b) such
termination of Continuous Status as an Employee, Director or Consultant is due
to your death or your death occurs within thirty (30) days following your
termination for any other reason, in which event this option shall expire on
the earlier of the Grant Expiration Date set forth above or eighteen (18)
months after your death; or


(c) during any
part of such thirty (30) day period this option is not exercisable solely
because of the condition set forth in paragraph 5 above, in which event this
option shall not expire until the earlier of the Grant Expiration Date set
forth above or until it shall have been exercisable for an aggregate period of
thirty (30) days after the


 


2

















 


termination of Continuous
Status as an Employee, Director or Consultant; or


(d) exercise of
this option within thirty (30) days after termination of your Continuous Status
as an Employee, Director or Consultant with the Company or with an Affiliate of
the Company would result in liability under section 16(b) of the Securities
Exchange Act of 1934 (the “Exchange Act”), in which case this option will
expire on the earlier of (i) the Grant Expiration Date set forth above,
(ii) the tenth (10th) day after the last date upon which exercise would
result in such liability or (iii) six (6) months and ten (10) days after
the termination of your Continuous Status as an Employee, Director or
Consultant with the Company or an Affiliate of the Company.


However, this option may be
exercised following termination of Continuous Status as an Employee, Director
or Consultant only as to that number of shares as to which it was exercisable
on the date of termination of Continuous Status as an Employee, Director or
Consultant under the provisions of paragraph 2 of this option.


7.
EXERCISE.


(a) This option
may be exercised, to the extent specified above, by delivering a notice of
exercise (in a form designated by the Company which is available from the AST
StockPlan website) together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
require pursuant to subsection 12(d) of the Plan.


(b) By exercising
this option you agree that, as a precondition to the completion of any exercise
of this option, the Company may require you to enter an arrangement providing
for the cash payment by you to the Company of any tax withholding obligation of
the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise; or (3) the disposition of shares
acquired upon such exercise. You also agree that any exercise of this option
has not been completed and that the Company is under no obligation to issue any
Common Stock to you until such an arrangement is established or the Company’s
tax withholding obligations are satisfied, as determined by the Company.


8.
TRANSFERABILITY. This option is not transferable, except by will or
by the laws of descent and distribution and is exercisable during your life
only by you.


9. OPTION
NOT A SERVICE CONTRACT. This option is not an employment contract
and nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company. In addition, nothing in
this option shall obligate the Company or any Affiliate of the Company, or
their respective stockholders, Board of Directors, officers, or employees to
continue any relationship which you might have as a Director or Consultant for
the Company or Affiliate of the Company.


10.
NOTICES. Any notices provided for in this option or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5)
days after deposit in the United States mail, postage


 


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prepaid, addressed to you
at the address last provided to the Company or at such other address as you
hereafter designate by written notice to the Company.


11.
GOVERNING PLAN DOCUMENT. This option is subject to all the
provisions of the Plan, a copy of which is available from the AST StockPlan
website and its provisions are hereby made a part of this option, including
without limitation the provisions of Section 6 of the Plan relating to
option provisions, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of
this option and those of the Plan, the provisions of the Plan shall control.


The Optionee acknowledges
receipt of the foregoing option and the attachments referenced therein and
understands that all rights and liabilities with respect to this option are set
forth in the option and the Plan; and


The Optionee acknowledges
that as of the date of grant of this option, it sets forth the entire
understanding between the undersigned optionee and the Company and its
Affiliates regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of
(i) the options previously granted and delivered to the undersigned under
stock option plans of the Company, and (ii) the following agreements only.


 


InVision Technologies, Inc.


 


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