**Exhibit 10.2**

***CONCEPTUS,INC.***

**AMENDED AND RESTATED**

**2002NON-QUALIFIED STOCK OPTION PLAN**

**(Effective as of August 8, 2002)**

**(Amended and Restated as of March26, 2003)(Amended and Restated as of December 16, 2005)**

**(Amendedand Restated as of April 12, 2007)**

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**TABLE OFCONTENTS**
|         | ** **                                                            | ** ** | **Page** |
|---------|-----------------------------------------------------------------------|------------|----------|
| **1.**  | **PURPOSES OF THE PLAN**                                              | ** ** | **1**    |
| **2.**  | **DEFINITIONS**                                                       | ** ** | **1**    |
| **3.**  | **STOCK SUBJECT TO THE PLAN**                                         | ** ** | **3**    |
| **4.**  | **ADMINISTRATION OF THE PLAN**                                        | ** ** | **4**    |
| **5.**  | **ELIGIBILITY**                                                       | ** ** | **5**    |
| **6.**  | **LIMITATIONS**                                                       | ** ** | **5**    |
| **7.**  | **TERM OF PLAN**                                                      | ** ** | **6**    |
| **8.**  | **TERM OF OPTION**                                                    | ** ** | **6**    |
| **9.**  | **OPTION EXERCISE PRICE AND CONSIDERATION**                           | ** ** | **6**    |
| **10.** | **EXERCISE OF OPTION**                                                | ** ** | **6**    |
| **11.** | **NON-TRANSFERABILITY OF OPTIONS AND STOCK  PURCHASE RIGHTS**         | ** ** | **9**    |
| **12.** | **STOCK PURCHASE RIGHTS**                                             | ** ** | **9**    |
| **13.** | **ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,  MERGER OR ASSET SALE** | ** ** | **9**    |
| **14.** | **TIME OF GRANTING OPTIONS AND STOCK PURCHASE  RIGHTS**               | ** ** | **12**   |
| **15.** | **AMENDMENT AND TERMINATION OF THE PLAN**                             | ** ** | **12**   |
| **16.** | **INABILITY TO OBTAIN AUTHORITY**                                     | ** ** | **12**   |
| **17.** | **RESERVATION OF SHARES**                                             | ** ** | **12**   |
| **18.** | **INVESTMENT INTENT**                                                 | ** ** | **13**   |
| **19.** | **GOVERNING LAW**                                                     | ** ** | **13**   |

 

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**CONCEPTUS,INC.**

**AMENDEDAND RESTATED**

**2002NON-QUALIFIED STOCK OPTION PLAN**

1.             Purposes of thePlan.  The purposes of the Conceptus,Inc. Amended and Restated 2002Non-Qualified Stock Option Plan are to attract and retain the bestavailable personnel for positions of substantial responsibility, to provideadditional incentive to the Employees and Consultants of the Company and topromote the success of the Company’s business.

2.             Definitions.  As used herein, the following definitionsshall apply:

(a)           “Acquisition”means (i) any consolidation or merger of the Company with or into any othercorporation or other entity or person in which the stockholders of the Companyprior to such consolidation or merger own less than fifty percent (50%) of theCompany’s voting power immediately after such consolidation or merger,excluding any consolidation or merger effected exclusively to change thedomicile of the Company; or (ii) a sale of all or substantially all of theassets of the Company.

(b)           “Administrator”means the Board or the Committee responsible for conducting the generaladministration of the Plan, as applicable, in accordance with Section 4hereof.

(c)           “Applicable Laws”means the requirements relating to the administration of stock option plansunder U.S. state corporate laws, U.S. federal and state securities laws, theCode, any stock exchange or quotation system on which the Common Stock islisted or quoted and the applicable laws of any foreign country or jurisdictionwhere Options or Stock Purchase Rights are granted under the Plan.

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

(e)           “Code” means theInternal Revenue Code of 1986, as amended, or any successor statute or statutesthereto.  Reference to any particularCode section shall include any successor section.

(f)            “Committee”means a committee appointed by the Board in accordance with Section 4hereof.

(g)           “Common Stock”means the Common Stock of the Company, par value $0.003 per share.

(h)           “Company” meansConceptus, Inc., a Delaware corporation.

(i)            “Consultant”means any consultant or adviser to the Company or any Parent or Subsidiary ofthe Company.

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

(k)           “Employee” meansany person, including an Officer or Director, who is an employee (as defined inaccordance with Section 3401(c) of the Code) of the Company or any Parent

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or Subsidiary of theCompany.  An Employee shall not cease tobe an Employee in the case of (i) any leave of absence approved by theCompany or (ii) transfers between locations of the Company or between theCompany, its Parent, any Subsidiary, or any successor.  Neither service as a Director nor payment ofa director’s fee by the Company shall be sufficient, by itself, to constitute “employment”by the Company.

(l)            “EquityRestructuring” means a non-reciprocal transaction between the Company andits stockholders, such as a stock dividend, stock split, spin-off, rightsoffering or recapitalization through a large, nonrecurring cash dividend, thataffects the shares of Common Stock (or other securities of the Company) or theshare price of Common Stock (or other securities) and causes a change in theper share value of the Common Stock underlying outstanding Awards.

(m)          “Exchange Act”means the Securities Exchange Act of 1934, as amended, or any successor statuteor statutes thereto.  Reference to anyparticular Exchange Act section shall include any successor section.

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

(i)            If the Common Stock islisted on any established stock exchange or a national market system,including, without limitation, the Nasdaq Global Select Market, the NasdaqGlobal Market or the Nasdaq Capital Market, its Fair Market Value shall be theclosing sales price for a share of such stock (or the closing bid, if no saleswere reported) as quoted on such exchange or system on the day of determination(or the most recent day on which sales were reported if none were reported onsuch date), as reported in The Wall Street Journal or such other source as theAdministrator deems reliable;

(ii)           If the Common Stock isregularly quoted by a recognized securities dealer but selling prices are notreported, its Fair Market Value shall be the mean between the high bid and lowasked prices for a share of the Common Stock on the day of determination (orthe most recent day on which bid and asked prices were reported if none werereported on such date); or

(iii)          In the absence of anestablished market for the Common Stock, the Fair Market Value thereof shall bedetermined in good faith by the Administrator.

(o)           “Holder” means aperson who has been granted or awarded an Option or Stock Purchase Right or whoholds Shares acquired pursuant to the exercise of an Option or Stock Purchase Right.

(p)           “Non-Qualified StockOption” means an option that is not intended to qualify as an incentivestock option within the meaning of Section 422 of the Code.

(q)           “Officer” meansthe Chief Executive Officer, President, Secretary, Chief Financial Officer,Chairman of the Board or any Vice Presidents of the Company, any other persondesignated an “officer” of the Company by the Board in accordance with theCompany’s Bylaws or any person who is an “officer” within the meaning of Rule16a-1(f) under the Exchange Act or Nasdaq Rule 4350(i).

(r)            “Option” meansa Non-Qualified Stock Option granted pursuant to the Plan.  All Options granted under this Plan shall beNon-Qualified Stock Options

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(s)           “Option Agreement”means a written agreement between the Company and a Holder evidencing the termsand conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(t)            “Parent” meansany corporation, whether now or hereafter existing (other than the Company), inan unbroken chain of corporations ending with the Company if each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing more than fifty percent of the total combined voting power of allclasses of stock in one of the other corporations in such chain.

(u)           “Plan” meansthis Conceptus, Inc. Amended and Restated 2002 Non-Qualified Stock Option Plan.

(v)           “Restricted Stock”means Shares acquired pursuant to the exercise of an unvested Option inaccordance with Section 10(h) below or pursuant to a Stock Purchase Rightgranted under Section 12 below.

(w)          “Rule 16b-3”means that certain Rule 16b-3 under the Exchange Act, as such Rule may beamended from time to time.

(x)            “Securities Act”means the Securities Act of 1933, as amended, or any successor statute orstatutes thereto.  Reference to anyparticular Securities Act section shall include any successor section.

(y)           “Service Provider”means an Employee, Director or Consultant.

(z)            “Share” means ashare of Common Stock, as adjusted in accordance with Section 13 below.

(aa)         “Stock Purchase Right”means a right to purchase Common Stock pursuant to Section 12 below.

(bb)         “Subsidiary” meansany corporation, whether now or hereafter existing (other than the Company), inan unbroken chain of corporations beginning with the Company if each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing more than fifty percent of the total combined voting power of allclasses of stock in one of the other corporations in such chain.

3.             Stock Subject tothe Plan.  Subject to the provisionsof Section 13 of the Plan, the shares of stock subject to Options or StockPurchase Rights shall be Common Stock, initially shares of the Company’s CommonStock, par value $0.003 per share. Subject to the provisions of Section 13 of the Plan, the maximumaggregate number of Shares which may be issued upon exercise of such Options orStock Purchase Rights is 1,000,000 Shares. Shares issued upon exercise of Options or Stock Purchase Rights may beauthorized but unissued, or reacquired Common Stock.  If an Option or Stock Purchase Right expiresor becomes unexercisable without having been exercised in full, the unpurchasedShares which were subject thereto shall become available for future grant orsale under the Plan (unless the Plan has terminated).  Shares which are delivered by the Holder orwithheld by the Company upon the exercise of an Option or Stock Purchase Rightsunder the Plan, in payment of the exercise price thereof or tax withholdingthereon, may again be optioned, granted or awarded hereunder, subject to thelimitations of this Section 3.  If Sharesof Restricted Stock are repurchased by the Company at their original purchaseprice, such Shares shall become available for future grant under the Plan.

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4.             Administration ofthe Plan.

(a)           Administrator.  Either the Board or a Committee of the Boarddelegated administrative authority hereunder shall administer the Plan and, inthe case of a Committee, the Committee shall consist solely of two or moreDirectors, each of whom is both an “outside director,” within the meaning ofSection 162(m) of the Code, and a “non-employee director” within the meaning ofRule 16b-3.  Within the scope of suchauthority, the Board or the Committee may (i) delegate to a committee of one ormore members of the Board who are not then “outside directors,” within themeaning of Section 162(m) of the Code, the authority to grant awards under thePlan to eligible persons who are either (1) not then “covered employees,”within the meaning of Section 162(m) of the Code and are not expected to be “coveredemployees” at the time of recognition of income resulting from such award or(2) not persons with respect to whom the Company wishes to comply with Section162(m) of the Code and/or (ii) delegate to a committee of one or more membersof the Board who are not “non-employee directors,” within the meaning of Rule16b-3, the authority to grant awards under the Plan to eligible persons who arenot then subject to Section 16 of the Exchange Act.  The Board may abolish the Committee at anytime and revest in the Board the administration of the Plan.  Appointment of Committee members shall beeffective upon acceptance of appointment. Committee members may resign at anytime by delivering written notice to the Board. Vacancies in the Committee may be filled only by the Board.

(b)           Powers of theAdministrator.  Subject to theprovisions of the Plan and the specific duties delegated by the Board to suchCommittee, and subject to the approval of any relevant authorities, theAdministrator shall have the authority in its sole discretion:

(i)            to determine the FairMarket Value;

(ii)           to select the ServiceProviders to whom Options and Stock Purchase Rights may from time to time begranted hereunder;

(iii)          to determine the numberof Shares to be covered by each such award granted hereunder;

(iv)          to approve forms ofagreement for use under the Plan;

(v)           to determine the termsand conditions of any Option or Stock Purchase Right granted hereunder (suchterms and conditions include, but are not limited to, the exercise price, thetime or times when Options or Stock Purchase Rights may vest or be exercised(which may be based on performance criteria), any vesting acceleration orwaiver of forfeiture restrictions, and any restriction or limitation regardingany Option or Stock Purchase Right or the Common Stock relating thereto, basedin each case on such factors as the Administrator, in its sole discretion,shall determine);

(vi)          to determine whether tooffer to buyout a previously granted Option as provided insubsection 10(i) and to determine the terms and conditions of such offerand buyout (including whether payment is to be made in cash or Shares);

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(vii)         to prescribe, amend andrescind rules and regulations relating to the Plan, including rules andregulations relating to sub-plans established for the purpose ofqualifying for preferred tax treatment under foreign tax laws;

(viii)        to allow Holders tosatisfy withholding tax obligations by electing to have the Company withholdfrom the Shares to be issued upon exercise of an Option or Stock Purchase Rightthat number of Shares having a Fair Market Value equal to the minimum amountrequired to be withheld based on the statutory withholding rates for federaland state tax purposes that apply to supplemental taxable income.  The Fair Market Value of the Shares to bewithheld shall be determined on the date that the amount of tax to be withheldis to be determined.  All elections byHolders to have Shares withheld for this purpose shall be made in such form andunder such conditions as the Administrator may deem necessary or advisable;

(ix)           to amend the Plan orany Option or Stock Purchase Right granted under the Plan as provided inSection 15; and

(x)            to construe andinterpret the terms of the Plan and awards granted pursuant to the Plan and toexercise such powers and perform such acts as the Administrator deems necessaryor desirable to promote the best interests of the Company which are not inconflict with the provisions of the Plan.

(c)           Effect ofAdministrator’s Decision.  Alldecisions, determinations and interpretations of the Administrator shall befinal and binding on all Holders.

5.             Eligibility.  Non-Qualified Stock Options and StockPurchase Rights may be granted under this Plan only to the following classes ofpersons: (i) except as provided in (ii) below, Consultants and Employees whoare not Officers or Directors of the Company, and (ii) newly hired Employees(including Employees who will become Officers or Directors of the Company) andwho have not previously been employed by the Company and with respect to whomOptions are to be granted as an inducement essential to such Employees’entering into employment contracts with the Company.  Notwithstanding the foregoing, a Consultantshall not be eligible for the grant of an Option if, at the time of grant, aForm S-8 Registration Statement under the Securities Act (“Form S-8”) isnot available to register either the offer or the sale of the Company’ssecurities to such Consultant because of the nature of the services that theConsultant is providing to the Company, or because the Consultant is not anatural person, or as otherwise provided by the rules governing the use of FormS-8, unless the Company determines both (i) that such grant (A) shall beregistered in another manner under the Securities Act (*e.g.,*on a Form S-3 Registration Statement) or (B) does not require registrationunder the Securities Act in order to comply with the requirements of theSecurities Act, if applicable, and (ii) that such grant complies with thesecurities laws of all other relevant jurisdictions.

6.             Limitations.

(a)           Each Option shall bedesignated by the Administrator in the Option Agreement as a Non-QualifiedStock Option.

(b)           Neither the Plan, anyOption nor any Stock Purchase Right shall confer upon a Holder any right withrespect to continuing the Holder’s employment or consulting relationship withthe Company, nor shall they interfere in any way with the Holder’s right or theCompany’s right to terminate such employment or consulting relationship at anytime, with or without cause.

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(c)           No Service Providershall be granted, in any calendar year, Options or Stock Purchase Rights topurchase more than 800,000 Shares. The foregoing limitation shall be adjustedproportionately in connection with any change in the Company’s capitalizationas described in Section 13.  For purposesof this Section 6(c), if an Option is canceled in the same calendar year it wasgranted (other than in connection with a transaction described in Section 13),the canceled Option will be counted against the limit set forth in thisSection 6(c).  For this purpose, ifthe exercise price of an Option is reduced, the transaction shall be treated asa cancellation of the Option and the grant of a new Option.

7.             Term of Plan.  The Plan shall become effective upon itsinitial adoption by the Board and shall continue in effect until it isterminated under Section 15 of the Plan.  No Options or Stock Purchase Rights may beissued under the Plan after the tenth (10th) anniversary of the date upon whichthe Plan is initially adopted by the Board.

8.             Term of Option.  The term of each Option shall be stated inthe Option Agreement; *provided, however*,that the term shall be no more than ten (10) years from the date of grantthereof.

9.             Option ExercisePrice and Consideration.

(a)           The per share exerciseprice for the Shares to be issued upon exercise of an Option shall be suchprice as is determined by the Administrator.

(b)           The consideration to bepaid for the Shares to be issued upon exercise of an Option, including themethod of payment, shall be determined by the Administrator.  Such consideration may consist of(1) cash, (2) check, (3) with the consent of the Administrator, otherShares which (x) in the case of Shares acquired from the Company, havebeen owned by the Holder for more than six (6) months on the date of surrender,and (y) have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which such Option shall beexercised, (4) with the consent of the Administrator, surrendered Sharesthen issuable upon exercise of the Option having a Fair Market Value on thedate of exercise equal to the aggregate exercise price of the Option orexercised portion thereof, (5) property of any kind which constitutes goodand valuable consideration, (6) with the consent of the Administrator,delivery of a notice that the Holder has placed a market sell order with abroker with respect to Shares then issuable upon exercise of the Options andthat the broker has been directed to pay a sufficient portion of the netproceeds of the sale to the Company in satisfaction of the Option exerciseprice, *provided,* that payment of such proceedsis then made to the Company upon settlement of such sale, or (7) with theconsent of the Administrator, any combination of the foregoing methods ofpayment.

10.           Exercise of Option.

(a)           Vesting; FractionalExercises.  Options granted hereundershall be vested and exercisable according to the terms hereof at such times andunder such conditions as determined by the Administrator and set forth in theOption Agreement.  An Option may not be exercisedfor a fraction of a Share.

 

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(b)           Deliveries uponExercise.  All or a portion of anexercisable Option shall be deemed exercised upon delivery of all of thefollowing to the Secretary of the Company or his or her office:

(i)            A written orelectronic notice complying with the applicable rules established by theAdministrator stating that the Option, or a portion thereof, is exercised.  The notice shall be signed by the Holder orother person then entitled to exercise the Option or such portion of theOption;

(ii)           Such representationsand documents as the Administrator, in its sole discretion, deems necessary oradvisable to effect compliance with Applicable Laws.  The Administrator may, in its solediscretion, also take whatever additional actions it deems appropriate toeffect such compliance, including, without limitation, placing legends on sharecertificates and issuing stop transfer notices to agents and registrars;

(iii)          Upon the exercise of allor a portion of an unvested Option pursuant to Section 10(h), a RestrictedStock purchase agreement in a form determined by the Administrator and signedby the Holder or other person then entitled to exercise the Option or suchportion of the Option; and

(iv)          In the event that theOption shall be exercised pursuant to Section 10(f) by any person or personsother than the Holder, appropriate proof of the right of such person or personsto exercise the Option.

(c)           Conditions toDelivery of Share Certificates.  TheCompany shall not be required to issue or deliver any certificate orcertificates for Shares purchased upon the exercise of any Option or portionthereof prior to fulfillment of all of the following conditions:

(i)            The admission of suchShares to listing on all stock exchanges on which such class of stock is thenlisted;

(ii)           The completion of anyregistration or other qualification of such Shares under any state or federallaw, or under the rulings or regulations of the Securities and ExchangeCommission or any other governmental regulatory body which the Administratorshall, in its sole discretion, deem necessary or advisable;

(iii)          The obtaining of anyapproval or other clearance from any state or federal governmental agency whichthe Administrator shall, in its sole discretion, determine to be necessary oradvisable;

(iv)          The lapse of suchreasonable period of time following the exercise of the Option as theAdministrator may establish from time to time for reasons of administrativeconvenience; and

(v)           The receipt by theCompany of full payment for such Shares, including payment of any applicablewithholding tax, which in the sole discretion of the Administrator may be inthe form of consideration used by the Holder to pay for such Shares underSection 9(b).

(d)           Termination ofRelationship as a Service Provider. If a Holder ceases to be a Service Provider other than by reason of theHolder’s disability or death, such Holder may exercise his or her Option withinsuch period of time as is specified in the Option Agreement to the extent thatthe Option is vested on the date of termination.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for three (3) monthsfollowing the Holder’s termination.  If,on the date of termination, the Holder is not vested as to his or her entireOption, the

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Shares covered by theunvested portion of the Option immediately cease to be issuable under theOption and shall again become available for issuance under the Plan.  If, after termination, the Holder does notexercise his or her Option within the time period specified herein, the Optionshall terminate, and the Shares covered by such Option shall again becomeavailable for issuance under the Plan.

(e)           Disability of Holder.  If a Holder ceases to be a Service Provideras a result of the Holder’s disability, the Holder may exercise his or herOption within such period of time as is specified in the Option Agreement tothe extent the Option is vested on the date of termination.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for twelve(12) months following the Holder’s termination.  If, on the date of termination, the Holder isnot vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall immediately cease to be issuable under the Optionand shall again become available for issuance under the Plan.  If, after termination, the Holder does notexercise his or her Option within the time specified herein, the Option shallterminate, and the Shares covered by such Option shall again become availablefor issuance under the Plan.

(f)            Death of Holder.  If a Holder dies while a Service Provider,the Option may be exercised within such period of time as is specified in theOption Agreement, by the Holder’s estate or by a person who acquires the rightto exercise the Option by bequest or inheritance, but only to the extent thatthe Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Optionshall remain exercisable for twelve (12) months following the Holder’stermination.  If, at the time of death,the Holder is not vested as to his or her entire Option, the Shares covered bythe unvested portion of the Option shall immediately cease to be issuable underthe Option and shall again become available for issuance under the Plan.  The Option may be exercised by the executoror administrator of the Holder’s estate or, if none, by the person(s) entitledto exercise the Option under the Holder’s will or the laws of descent ordistribution.  If the Option is not soexercised within the time specified herein, the Option shall terminate, and theShares covered by such Option shall again become available for issuance underthe Plan.

(g)           Regulatory Extension.  A Holder’s Option Agreement may provide that ifthe exercise of the Option following the termination of the Holder’s status asa Service Provider (other than upon the Holder’s death or Disability) would beprohibited at any time solely because the issuance of shares would violate theregistration requirements under the Securities Act, then the Option shallterminate on the earlier of (i) the expiration of the term of the Option setforth in Section 8 or (ii) the expiration of a period of three (3) months afterthe termination of the Holder’s status as a Service Provider during which theexercise of the Option would not be in violation of such registrationrequirements.

(h)           Early Exercisability.  The Administrator may provide in the terms ofa Holder’s Option Agreement that the Holder may, at any time before the Holder’sstatus as a Service Provider terminates, exercise the Option in whole or inpart prior to the full vesting of the Option; *provided,however*, that Shares acquired upon exercise of an Option which hasnot fully vested may be subject to any forfeiture, transfer or otherrestrictions as the Administrator may determine in its sole discretion.

(i)            Buyout Provisions.  The Administrator may at any time offer tobuyout for a payment in cash or Shares, an Option previously granted, based onsuch terms and conditions as the Administrator shall establish and communicateto the Holder at the time that such offer is made.

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11.           Non-Transferabilityof Options and Stock Purchase Rights. Options and Stock Purchase Rights may not be sold, pledged, assigned,hypothecated, transferred, or disposed of in any manner other than by will orby the laws of descent or distribution and may be exercised, during thelifetime of the Holder, only by the Holder.

12.           Stock PurchaseRights.

(a)           Rights to Purchase.  Stock Purchase Rights may be issued eitheralone, in addition to, or in tandem with Options granted under the Plan and/orcash awards made outside of the Plan. After the Administrator determines that it will offer Stock PurchaseRights under the Plan, it shall advise the offeree in writing of the terms,conditions and restrictions related to the offer, including the number ofShares that such person shall be entitled to purchase, the price to be paid,and the time within which such person must accept such offer.  Theoffer shall be accepted by execution of a Restricted Stock purchase agreementin the form determined by the Administrator.

(b)           Repurchase Right.  Unless the Administrator determinesotherwise, the Restricted Stock purchase agreement shall grant the Company theright to repurchase Shares acquired upon exercise of a Stock Purchase Rightupon the termination of the purchaser’s status as a Service Provider for anyreason.  The purchase price for Sharesrepurchased by the Company pursuant to such repurchase right and the rate atwhich such repurchase right shall lapse shall be determined by theAdministrator in its sole discretion, and shall be set forth in the RestrictedStock purchase agreement.

(c)           Other Provisions.  The Restricted Stock purchase agreement shallcontain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion.

(d)           Rights as aShareholder.  Once the Stock PurchaseRight is exercised, the purchaser shall have rights equivalent to those of ashareholder and shall be a shareholder when his or her purchase is entered uponthe records of the duly authorized transfer agent of the Company.  No adjustment shall be made for a dividend orother right for which the record date is prior to the date the Stock PurchaseRight is exercised, except as provided in Section 13 of the Plan.

13.           Adjustments uponChanges in Capitalization, Merger or Asset Sale.

(a)           In the event that theAdministrator determines that other than an Equity Restructuring any dividendor other distribution (whether in the form of cash, Common Stock, othersecurities, or other property), reclassification, reorganization, merger,consolidation, spin-off, combination, repurchase, liquidation,dissolution, or sale, transfer, exchange or other disposition of all orsubstantially all of the assets of the Company, or exchange of Common Stock orother securities of the Company, issuance of warrants or other rights topurchase Common Stock or other securities of the Company, or other similarcorporate transaction or event, in the Administrator’s sole discretion, affectsthe Common Stock such that an adjustment is determined by the Administrator tobe appropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended by the Company to be made available under the Planor with respect to any Option, Stock Purchase Right or Restricted Stock, thenthe Administrator shall, in such manner as it may deem equitable, adjust any orall of:

(i)            the number and kind ofshares of Common Stock (or other securities or property) with respect to whichOptions or Stock Purchase Rights may be granted or awarded (including, but notlimited to, adjustments of the limitations in Section 3 on the maximum numberand kind of shares which may be issued and adjustments of the maximum number ofShares that may be purchased by any Holder in any calendar year pursuant toSection 6(c));

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(ii)           the number and kind ofshares of Common Stock (or other securities or property) subject to outstandingOptions, Stock Purchase Rights or Restricted Stock; and

(iii)          the grant or exerciseprice with respect to any Option or Stock Purchase Right.

(b)           In the event of anytransaction or event described in Section 13(a), the Administrator, in its solediscretion, and on such terms and conditions as it deems appropriate, either bythe terms of the Option, Stock Purchase Right or Restricted Stock or by actiontaken prior to the occurrence of such transaction or event and either automaticallyor upon the Holder’s request, is hereby authorized to take any one or more ofthe following actions whenever the Administrator determines that such action isappropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended by the Company to be made available under the Planor with respect to any Option, Stock Purchase Right or Restricted Stock grantedor issued under the Plan or to facilitate such transaction or event:

(i)            To provide for eitherthe purchase of any such Option, Stock Purchase Right or Restricted Stock foran amount of cash equal to the amount that could have been obtained upon theexercise of such Option or Stock Purchase Right or realization of the Holder’srights had such Option, Stock Purchase Right or Restricted Stock been currentlyexercisable or payable or fully vested or the replacement of such Option, StockPurchase Right or Restricted Stock with other rights or property selected bythe Administrator in its sole discretion;

(ii)           To provide that suchOption or Stock Purchase Right shall be exercisable as to all shares coveredthereby, notwithstanding anything to the contrary in the Plan or the provisionsof such Option or Stock Purchase Right;

(iii)          To provide that suchOption, Stock Purchase Right or Restricted Stock be assumed by the successor orsurvivor corporation, or a parent or subsidiary thereof, or shall besubstituted for by similar options, rights or awards covering the stock of thesuccessor or survivor corporation, or a parent or subsidiary thereof, withappropriate adjustments as to the number and kind of shares and prices;

(iv)          To make adjustments inthe number and type of shares of Common Stock (or other securities or property)subject to outstanding Options and Stock Purchase Rights, and/or in the termsand conditions of (including the grant or exercise price), and the criteriaincluded in, outstanding Options, Stock Purchase Rights or Restricted Stock orOptions, Stock Purchase Rights or Restricted Stock which may be granted in the future;and

(v)           To provide thatimmediately upon the consummation of such event, such Option or Stock PurchaseRight shall not be exercisable and shall terminate; *provided,*that for a specified period of time prior to such event, such Option or StockPurchase Right shall be exercisable as to all Shares covered thereby, and therestrictions imposed under an Option Agreement or Restricted Stock purchaseagreement upon some or all Shares may be terminated and, in the case ofRestricted Stock, some or all shares of such Restricted Stock may cease to besubject to repurchase, notwithstanding anything to the contrary in the Plan orthe provisions of such Option, Stock Purchase Right or Restricted Stockpurchase agreement.

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(c)           In connection with theoccurrence of any Equity Restructuring, and notwithstanding anything to thecontrary in Section 13(a) and 13(b):

(i)            The number and type ofsecurities subject to each outstanding Option, Stock Purchase Right orRestricted Stock award and the exercise price or grant price thereof, ifapplicable, will be proportionately adjusted. The adjustments provided under this Section 13(c)(i) shall benondiscretionary and shall be final and binding on the affected ServiceProvider and the Company.

(ii)           The Administrator shallmake such proportionate adjustments, if any, as the Administrator in itsdiscretion may deem appropriate to reflect such Equity Restructuring withrespect to the aggregate number and kind of shares that may be issued under thePlan (including, but not limited to, adjustments of the limitations in Section3 and Section 6(c)).

(iii)          Notwithstanding anythingin this Section 13 to the contrary, this Section 13(c) shall not apply to, andinstead Section 13(a) of the Plan shall apply to, any Option, Stock PurchaseRight or Restricted Stock to which the application of this Section 13(c) wouldresult in a penalty tax under Section 409A of the Code and the proposed andfinal regulations and guidance issued by the Secretary of the Treasurythereunder.

(d)           Subject to Section 3,the Administrator may, in its sole discretion, include such further provisionsand limitations in any Option, Stock Purchase Right, Restricted Stock agreementor certificate, as it may deem equitable and in the best interests of theCompany.

(e)           If the Companyundergoes an Acquisition, then any surviving corporation or entity or acquiringcorporation or entity, or affiliate of such corporation or entity, may assumeany Options, Stock Purchase Rights or Restricted Stock outstanding under thePlan or may substitute similar stock awards (including an award to acquire thesame consideration paid to the stockholders in the transaction described inthis subsection 13(e)) for those outstanding under the Plan.  In the event any surviving corporation orentity or acquiring corporation or entity in an Acquisition, or affiliate ofsuch corporation or entity, does not assume such Options, Stock Purchase Rightsor Restricted Stock or does not substitute similar stock awards for thoseoutstanding under the Plan, then with respect to (i) Options, Stock PurchaseRights or Restricted Stock held by participants in the Plan whose status as aService Provider has not terminated prior to such event, the vesting of suchOptions, Stock Purchase Rights or Restricted Stock (and, if applicable, thetime during which such awards may be exercised) shall be accelerated and madefully exercisable and all restrictions thereon shall lapse at least ten (10)days prior to the closing of the Acquisition (and the Options or Stock PurchaseRights terminated if not exercised prior to the closing of such Acquisition),and (ii) any other Options or Stock Purchase Rights outstanding under the Plan,such Options or Stock Purchase rights shall be terminated if not exercisedprior to the closing of the Acquisition.

(f)            Notwithstanding theforegoing, in the event that the Company becomes a party to a transaction thatis intended to qualify for “pooling of interests” accounting treatment and, butfor one or more of the provisions of this Plan or any Option Agreement or anyRestricted Stock purchase agreement would so qualify, then this Plan and anysuch agreement shall be interpreted so as to preserve such accountingtreatment, and to the extent that any provision of the Plan or any suchagreement would disqualify the transaction from pooling of interests accountingtreatment (including, if applicable, an entire Option Agreement or RestrictedStock purchase agreement), then such provision shall be null and void.  All determinations to be made in connectionwith the preceding sentence shall be made by the independent accounting firmwhose opinion with respect to “pooling of interests” treatment is required as acondition to the Company’s consummation of such transaction.

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(g)           The existence of thePlan, any Option Agreement or Restricted Stock purchase agreement and theOptions or Stock Purchase Rights granted hereunder shall not affect or restrictin any way the right or power of the Company or the stockholders of the Companyto make or authorize any adjustment, recapitalization, reorganization or otherchange in the Company’s capital structure or its business, any merger orconsolidation of the Company, any issue of stock or of options, warrants orrights to purchase stock or of bonds, debentures, preferred or prior preferencestocks whose rights are superior to or affect the Common Stock or the rightsthereof or which are convertible into or exchangeable for Common Stock, or thedissolution or liquidation of the Company, or any sale or transfer of all or anypart of its assets or business, or any other corporate act or proceeding,whether of a similar character or otherwise.

14.           Time of GrantingOptions and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for allpurposes, be the date on which the Administrator makes the determinationgranting such Option or Stock Purchase Right, or such other date as isdetermined by the Administrator.  Noticeof the determination shall be given to each Service Provider to whom an Optionor Stock Purchase Right is so granted within a reasonable time after the dateof such grant.

15.           Amendment andTermination of the Plan.

(a)           Amendment andTermination.  The Board may at anytime wholly or partially amend, alter, suspend or terminate the Plan.

(b)           Effect of Amendmentor Termination.  No amendment,alteration, suspension or termination of the Plan shall impair the rights ofany Holder, unless mutually agreed otherwise between the Holder and theAdministrator, which agreement must be in writing and signed by the Holder andthe Company.  Termination of the Planshall not affect the Administrator’s ability to exercise the powers granted toit hereunder with respect to Options, Stock Purchase Rights or Restricted Stockgranted or awarded under the Plan prior to the date of such termination.

(c)           Repricing Prohibited.  Notwithstanding any provision in this Plan tothe contrary, absent approval of the stockholders of the Company no Option maybe amended to reduce the per Share exercise price of the Shares subject to suchOption below the per Share exercise price as of the date the Option isgranted.  In addition, absent approval ofthe stockholders of the Company no Option may be granted in exchange for, or inconnection with, the cancellation or surrender of an Option having a higher perShare exercise price.

16.           Inability to ObtainAuthority.  The inability of theCompany to obtain authority from any regulatory body having jurisdiction, whichauthority is deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell such Shares as to whichsuch requisite authority shall not have been obtained.

17.           Reservation ofShares.  The Company, during the termof this Plan, shall at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of the Plan.

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18.           Investment Intent.  The Company may require a Plan participant,as a condition of exercising or acquiring stock under any Option or StockPurchase Right, (i) to give written assurances satisfactory to the Company asto the participant’s knowledge and experience in financial and business mattersand/or to employ a purchaser representative reasonably satisfactory to theCompany who is knowledgeable and experienced in financial and business mattersand that he or she is capable of evaluating, alone or together with thepurchaser representative, the merits and risks of exercising the Option orStock Purchase Right; and (ii) to give written assurances satisfactory to theCompany stating that the participant is acquiring the stock subject to theOption or Stock Purchase Right for the participant’s own account and not withany present intention of selling or otherwise distributing the stock.  The foregoing requirements, and anyassurances given pursuant to such requirements, shall be inoperative if (A) theissuance of the shares upon the exercise or acquisition of stock under theapplicable Option or Stock Purchase Right has been registered under a thencurrently effective registration statement under the Securities Act or (B) asto any particular requirement, a determination is made by counsel for theCompany that such requirement need not be met in the circumstances under thethen applicable securities laws.  TheCompany may, upon advice of counsel to the Company, place legends on stockcertificates issued under the Plan as such counsel deems necessary or appropriatein order to comply with applicable securities laws, including, but not limitedto, legends restricting the transfer of the stock.

19.           Governing Law.  The validity and enforceability of this Planshall be governed by and construed in accordance with the laws of theState  of Delaware without regard tootherwise governing principles of conflicts of law.

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