Exhibit 10.1


SYMYX
TECHNOLOGIES, INC.


2007 STOCK
INCENTIVE PLAN


1.   Purposes of the Plan.   The purposes of this Plan
are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success
of the Company’s business.


2.   Definitions.   The
following definitions shall apply as used herein and in the individual Award
Agreements except as defined otherwise in an individual Award Agreement. In the
event a term is separately defined in an individual Award Agreement, such
definition shall supercede the definition contained in this Section 2.


           (a)  “Administrator”
means the Board or any of the Committees appointed to administer the Plan.


          (b)  “Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.


           (c)  “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of federal securities laws, state corporate and securities
laws, the Code, the rules of any applicable stock exchange or national
market system, and the rules of any non-U.S. jurisdiction applicable to
Awards granted to residents therein.


          (d)  “Assumed” means
that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by
the Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction with
appropriate adjustments to the number and type of securities of the successor
entity or its Parent subject to the Award and the exercise or purchase price
thereof which at least preserves the compensation element of the Award existing
at the time of the Corporate Transaction as determined in accordance with the
instruments evidencing the agreement to assume the Award.


           (e)  “Award” means
the grant of an Option, SAR, Restricted Stock, Restricted Stock Unit or other
right or benefit under the Plan.


           (f)  “Award Agreement”
means the written agreement evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto.


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


          (h)  “Cause” means,
with respect to the termination by the Company or a Related Entity of the
Grantee’s Continuous Service, that such termination is for “Cause” as such term
(or word of like import) is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on,
in the determination of the Administrator, the Grantee’s: (i) performance
of any act or failure to perform any act in bad faith and to the detriment of the
Company or a Related Entity; (ii) dishonesty, intentional misconduct or
material breach of any agreement with the Company or a Related Entity; or (iii) commission
of a crime involving dishonesty, breach of trust, or physical or emotional harm
to any person; provided, however, that with regard to any agreement that
defines “Cause” on the occurrence of or in connection with a Corporate
Transaction or a Change in Control, such definition of “Cause” shall not apply
until a Corporate Transaction or a Change in Control actually occurs.



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            (i)  “Change in Control”  means a change
in ownership or control of the Company effected through either of the following
transactions:


            (i)  the direct or indirect acquisition by any
person or related group of persons (other than an acquisition from or by the
Company or by a Company-sponsored employee benefit plan or by a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than fifty percent (50%) of
the total combined voting power of the Company’s outstanding securities
pursuant to a tender or exchange offer made directly to the Company’s
stockholders which a majority of the Continuing Directors who are not
Affiliates or Associates of the offeror do not recommend such stockholders
accept, or


           (ii)  a change in the composition of the Board over
a period of twelve (12) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who
are Continuing Directors.


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


           (k)  “Committee”
means any committee composed of members of the Board appointed by the Board to
administer the Plan.


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


          (m)  “Company” means
Symyx Technologies, Inc., a Delaware  corporation, or any successor entity that adopts the Plan
in connection with a Corporate Transaction.


          (n)  “Consultant”
means any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as a Director) who is engaged by
the Company or any Related Entity to render consulting or advisory services to
the Company or such Related Entity.


          (o)  “Continuing Directors”
means members of the Board who either (i) have been Board members
continuously for a period of at least twelve (12) months or (ii) have been
Board members for less than twelve (12) months and were elected or nominated
for election as Board members by at least a majority of the Board members
described in clause (i) who were still in office at the time such
election or nomination was approved by the Board.


          (p)  “Continuous Service”
means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant is not interrupted or terminated. In
jurisdictions requiring notice in advance of an effective termination as an
Employee, Director or Consultant, Continuous Service shall be deemed terminated
upon the actual cessation of providing services to the Company or a Related
Entity notwithstanding any required notice period that must be fulfilled before
a termination as an Employee, Director or Consultant can be effective under
Applicable Laws. A Grantee’s Continuous Service shall be deemed to have
terminated either upon an actual termination of Continuous Service or upon the
entity for which the Grantee provides services ceasing to be a Related Entity. Continuous
Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related
Entity, or any successor, in any capacity of Employee, Director or Consultant,
or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement). Notwithstanding
the foregoing, except as otherwise determined by the Administrator, in the
event of any spin-off of a Related Entity, service as an Employee, Director or
Consultant for such Related Entity following such spin-off shall be deemed to
be Continuous Service for purposes of the Plan and any Award under the Plan. An
approved leave of absence shall include sick leave, military leave, or any
other authorized 



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personal leave. For purposes of each Incentive Stock
Option granted under the Plan, if such leave exceeds three (3) months, and
reemployment upon expiration of such leave is not guaranteed by statute or
contract, then the Incentive Stock Option shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following
the expiration of such three (3) month period.


          (q)  “Corporate Transaction” means any of the following
transactions, provided, however, that the Administrator shall determine under
parts (iv) and (v) whether multiple transactions are related, and its determination
shall be final, binding and conclusive:


            (i)  a merger or consolidation in which the Company
is not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;


           (ii)  the sale, transfer or other disposition of all
or substantially all of the assets of the Company;


          (iii)  the complete liquidation or dissolution of the
Company;


          (iv)  any reverse merger or series of related
transactions culminating in a reverse merger (including, but not limited to, a
tender offer followed by a reverse merger) in which the Company is the
surviving entity but (A) the shares of Common Stock outstanding
immediately prior to such merger are converted or exchanged by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, or (B) in which securities possessing more than forty percent
(40%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger; or


           (v)  acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit
plan) of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities but
excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction.


           (r)  “Covered Employee”
means an Employee who is a “covered employee” under Section 162(m)(3) of
the Code.


           (s)  “Director” means
a member of the Board or the board of directors of any Related Entity.


           (t)  “Disability”
means as defined under the long-term disability policy of the Company or the
Related Entity to which the Grantee provides services regardless of whether the
Grantee is covered by such policy. If the Company or the Related Entity to
which the Grantee provides service does not have a long-term disability plan in
place, “Disability” means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days. A Grantee will not be considered to
have incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.


          (u)  “Employee” means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to
the control and direction of the Company or any Related Entity as to both the
work to be performed and the manner and method of performance. The
payment of a director’s fee by the Company or a Related Entity shall not be
sufficient to constitute “employment” by the Company.


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



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


            (i)  If the Common Stock is listed on one or more
established stock exchanges or national market systems, including without
limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The
NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on the principal exchange or system on which the
Common Stock is listed (as determined by the Administrator) on the date of
determination (or, if no closing sales price or closing bid was reported on
that date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


           (ii)  If the Common Stock is regularly quoted on an
automated quotation system (including the OTC Bulletin Board) or by a
recognized securities dealer, its Fair Market Value shall be the closing sales
price for such stock as quoted on such system or by such securities dealer on
the date of determination, but if selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the date of determination (or, if
no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or


          (iii)  In the
absence of an established market for the Common Stock of the type described in (i) and
(ii), above, the Fair Market Value thereof shall be determined by the
Administrator in good faith.


           (x)  “Grantee” means
an Employee, Director or Consultant who receives an Award under the Plan.


          (y)  “Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code


           (z)  “Non-Qualified Stock Option”
means an Option not intended to qualify as an Incentive Stock Option.


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


        (bb)  “Option” means
an option to purchase Shares pursuant to an Award Agreement granted under the
Plan.


         (cc)  “Parent” means a
“parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of
the Code.


        (dd)  “Performance-Based
Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.


         (ee)  “Plan” means
this 2007 Stock Incentive Plan.


          (ff)  “Related Entity”
means any Parent or Subsidiary of the Company.


        (gg)  “Replaced” means
that pursuant to a Corporate Transaction the Award is replaced with a comparable stock award or a cash incentive
program of the Company, the successor entity (if applicable) or Parent of
either of them which preserves the compensation element of such Award existing
at the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same (or a more favorable) vesting schedule applicable to
such Award. The determination of 



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Award comparability shall be
made by the Administrator and its determination shall be final, binding and
conclusive.


        (hh)  “Restricted Stock”
means Shares issued under the Plan to the Grantee for such consideration, if
any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator.


           (ii)  “Restricted Stock Units”
means an Award which may be earned in whole or in part upon the passage of time
or the attainment of performance criteria established by the Administrator and
which may be settled for cash, Shares or other securities or a combination of
cash, Shares or other securities as established by the Administrator.


           (jj)  “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.


         (kk)  “SAR” means a
stock appreciation right entitling the Grantee to Shares or cash compensation,
as established by the Administrator, measured by appreciation in the value of
Common Stock.


           (ll)  “Share” means a
share of the Common Stock.


       (mm)  “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Code.


3.   Stock
Subject to the Plan.


           (a)  Subject to the provisions of Section 10,
below, the maximum aggregate number of Shares (including Incentive Stock
Options) which may be issued pursuant to all Awards is seven hundred fifty
thousand (750,000) Shares, plus any shares of Common Stock that would otherwise
return to each of the Company’s 1997 Stock Plan (the “1997 Plan”) and the
Company’s 2001 Nonstatutory Stock Option Plan (the “2001 Nonstatutory Plan”) as
a result of forfeiture, termination or expiration of awards previously granted
under each of the 1997 Plan and the 2001 Nonstatutory Plan (ignoring the
termination or expiration of such plans for the purpose of determining the
number of shares available under the plan); provided, however, that the maximum
aggregate number of shares that may be issued pursuant to Incentive Stock
Options is seven hundred and fifty thousand (750,000) shares. Notwithstanding
the foregoing, any Shares issued in connection with Awards other than SARs and
Options shall be counted against the limit set forth herein as two (2) Shares
for every one (1) Share issued in connection with such Award (and shall be
counted as two (2) Shares for one (1) Share returned or deemed not
have been issued from the Plan pursuant to Section 3(b) below in
connection with Awards other than Options and SARs). The Shares to be issued
pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.


          (b)  Any Shares covered by an Award (or portion of
an Award) which is forfeited, canceled or expires (whether voluntarily or
involuntarily), shall be deemed not to have been issued for purposes of
determining the maximum aggregate number of Shares which may be issued under
the Plan. Shares that actually have been issued under the Plan pursuant to an
Award shall not be returned to the Plan and shall not become available for
future issuance under the Plan, except that if unvested Shares are forfeited,
or repurchased by the Company at the lower of their original purchase price or
their Fair Market Value at the time of repurchase, such Shares shall become
available for future grant under the Plan. Notwithstanding anything to the
contrary contained herein: (i) Shares tendered or withheld in payment of
an Option exercise price shall not be returned to the Plan and shall not become
available for future issuance under the Plan; (ii) Shares withheld by the
Company to satisfy any tax withholding obligation shall not be returned to the Plan
and shall not become available for future issuance under the Plan; and
(iii) all Shares covered by the portion of an SAR that is exercised
(whether or not Shares are actually issued to the Grantee upon exercise of the
SAR) shall be considered issued pursuant to the Plan.



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4.   Administration
of the Plan.


(a)   Plan
Administrator.


          (i)   Administration with Respect to
Directors and Officers.   With respect to grants of Awards to
Directors or Employees who are also Officers or Directors of the Company, the
Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner
as to satisfy the Applicable Laws and to permit such grants and related
transactions under the Plan to be exempt from Section 16(b) of the Exchange
Act in accordance with Rule 16b-3. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board.


          (ii)   Administration With Respect to
Consultants and Other Employees.   With respect to grants of
Awards to Employees or Consultants who are neither Directors nor Officers of
the Company, the Plan shall be administered by (A) the Board or (B) a
Committee designated by the Board, which Committee shall be constituted in such
a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board. The Board may authorize one or more Officers to grant such Awards
and may limit such authority as the Board determines from time to time.


          (iii)   Administration With Respect to
Covered Employees.   Notwithstanding the foregoing, grants of
Awards to any Covered Employee intended to qualify as Performance-Based
Compensation shall be made only by a Committee (or subcommittee of a Committee)
which is comprised solely of two or more Directors eligible to serve on a
committee making Awards qualifying as Performance-Based Compensation. In the
case of such Awards granted to Covered Employees, references to the “Administrator”
or to a “Committee” shall be deemed to be references to such Committee or
subcommittee.


          (iv)   Administration Errors.   In
the event an Award is granted in a manner inconsistent with the provisions of
this subsection (a), such Award shall be presumptively valid as of its
grant date to the extent permitted by the Applicable Laws.


(b)   Powers
of the Administrator.   Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the
authority, in its discretion:


          (i)          to
select the Employees, Directors and Consultants to whom Awards may be granted
from time to time hereunder;


          (ii)         to
determine whether and to what extent Awards are granted hereunder;


          (iii)        to
determine the number of Shares or the amount of other consideration to be
covered by each Award granted hereunder;


          (iv)       to
approve forms of Award Agreements for use under the Plan;


          (v)        to
determine the terms and conditions of any Award granted hereunder;


          (vi)       to
amend the terms of any outstanding Award granted under the Plan, provided that (A) any
amendment that would adversely affect the Grantee’s rights under an outstanding
Award shall not be made without the Grantee’s written consent, provided,
however, that an amendment or modification that may cause an Incentive Stock
Option to become a Non-Qualified Stock Option shall not be treated as adversely
affecting the rights of the Grantee, (B) the reduction of the exercise
price of any Option awarded under the Plan and the base appreciation amount of
any SAR awarded under the Plan shall be subject to stockholder approval and (C) canceling
an Option or SAR at a time when its exercise price or base appreciation amount
(as applicable) 



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exceeds the Fair Market
Value of the underlying Shares, in exchange for another Option, SAR, Restricted
Stock, or other Award shall be subject to stockholder approval, unless the
cancellation and exchange occurs in connection with a Corporate Transaction. Notwithstanding
the foregoing, canceling an Option or SAR in exchange for another Option, SAR,
Restricted Stock, or other Award with an exercise price, purchase price or base
appreciation amount (as applicable) that is equal to or greater than the
exercise price or base appreciation amount (as applicable) of the original
Option or SAR shall not be subject to shareholder approval;


          (vii)      to
construe and interpret the terms of the Plan and Awards, including without
limitation, any notice of award or Award Agreement, granted pursuant to the Plan;


          (viii)     to
grant Awards to Employees, Directors and Consultants employed outside the
United States on such terms and conditions different from those specified in
the Plan as may, in the judgment of the Administrator, be necessary or
desirable to further the purpose of the Plan; and


          (ix)        to
take such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.


The express grant in the
Plan of any specific power to the Administrator shall not be construed as
limiting any power or authority of the Administrator; provided that the
Administrator may not exercise any right or power reserved to the Board. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final, conclusive and binding on all
persons having an interest in the Plan.


(c)   Indemnification.   In
addition to such other rights of indemnification as they may have as members of
the Board or as Officers or Employees of the Company or a Related Entity,
members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company
is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any claim, investigation, action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any Award granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or
paid by them in satisfaction of a judgment in any such claim, investigation,
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30) days after the institution of such
claim, investigation, action, suit or proceeding, such person shall offer to
the Company, in writing, the opportunity at the Company’s expense to defend the
same.


5.   Eligibility.   Awards
other than Incentive Stock Options may be granted to Employees, Directors and
Consultants. Incentive Stock Options may be granted only to Employees of the
Company or a Parent or a Subsidiary of the Company. An Employee, Director or
Consultant who has been granted an Award may, if otherwise eligible, be granted
additional Awards. Awards may be granted to such Employees, Directors or
Consultants who are residing in non-U.S. jurisdictions as the Administrator may
determine from time to time.


6.   Terms and Conditions of Awards.


(a)   Types of
Awards.   The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is
not inconsistent with the provisions of the Plan and that by its terms involves
or might involve the issuance of (i) Shares, (ii) cash or (iii) an
Option, a SAR, or similar right with a fixed or variable price related to the
Fair Market Value of the Shares and with an exercise or conversion privilege
related to the passage of time, the occurrence of 



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one or more events, or
the satisfaction of performance criteria or other conditions. Such awards
include, without limitation, Options, SARs, sales or bonuses of Restricted
Stock or Restricted Stock Units, and an Award may consist of one such security
or benefit, or two (2) or more of them in any combination or alternative.


(b)   Designation
of Award.   Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, an Option will qualify as an Incentive Stock
Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of
the Code is not exceeded. The $100,000 limitation of Section 422(d) of
the Code is calculated based on the aggregate Fair Market Value of the Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary of the Company). For purposes
of this calculation, Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares shall
be determined as of the grant date of the relevant Option.


(c)   Conditions
of Award.   Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule, repurchase provisions, rights
of first refusal, forfeiture provisions, form of payment (cash, Shares, or
other consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or combination of, the
following: (i) increase in share price, (ii) earnings per share, (iii) total
stockholder return, (iv) operating margin, (v) gross margin, (vi) return
on equity, (vii) return on assets, (viii) return on investment, (ix) operating
income, (x) net operating income, (xi) pre-tax profit, (xii) cash
flow, (xiii) revenue, (xiv) expenses, (xv) earnings before
interest, taxes and depreciation, (xvi) economic value added, (xvii) market
share, (xviii) relative or absolute share price and (xix) proforma
net income. The performance criteria may be applicable to the Company, Related
Entities and/or any individual business units of the Company or any Related
Entity. Partial achievement of the specified criteria may result in a payment
or vesting corresponding to the degree of achievement as specified in the Award
Agreement.


(d)   Acquisitions
and Other Transactions.   The Administrator may issue Awards
under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or
a Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase,
asset purchase or other form of transaction.


(e)   Deferral
of Award Payment.   The Administrator may establish one or more
programs under the Plan to permit selected Grantees the opportunity to elect to
defer receipt of consideration upon exercise of an Award, satisfaction of
performance criteria, or other event that absent the election would entitle the
Grantee to payment or receipt of Shares or other consideration under an Award. The
Administrator may establish the election procedures, the timing of such
elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator
deems advisable for the administration of any such deferral program.


(f)   Separate
Programs.   The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards
to one or more classes of Grantees on such terms and conditions as determined
by the Administrator from time to time.



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(g)   Individual
Limitations on Awards.


          (i)          Individual
Limit for Options and SARs.   The maximum number of Shares with
respect to which Options and SARs may be granted to any Grantee in any calendar
year shall be 750,000 Shares. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization
pursuant to Section 10, below. To the extent required by
Section 162(m) of the Code or the regulations thereunder, in applying
the foregoing limitations with respect to a Grantee, if any Option or SAR is
canceled, the canceled Option or SAR shall continue to count against the
maximum number of Shares with respect to which Options and SARs may be granted
to the Grantee. For this purpose, the repricing of an Option (or in the case of
a SAR, the base amount on which the stock appreciation is calculated is reduced
to reflect a reduction in the Fair Market Value of the Common Stock) shall be
treated as the cancellation of the existing Option or SAR and the grant of a
new Option or SAR.


          (ii)         Individual
Limit for Restricted Stock and Restricted Stock Units.   For
awards of Restricted Stock and Restricted Stock Units that are intended to be Performance-Based
Compensation, the maximum number of Shares with respect to which such
Awards may be granted to any Grantee in any calendar year shall be 750,000
Shares. The foregoing limitation shall be adjusted proportionately in
connection with any change in the Company’s capitalization pursuant to Section 10,
below.


          (iii)        Deferral.   If
the vesting or receipt of Shares under an Award is deferred to a later date,
any amount (whether denominated in Shares or cash) paid in addition to the
original number of Shares subject to such Award will not be treated as an
increase in the number of Shares subject to the Award if the additional amount
is based either on a reasonable rate of interest or on one or more
predetermined actual investments such that the amount payable by the Company at
the later date will be based on the actual rate of return of a specific
investment (including any decrease as well as any increase in the value of an
investment).


(h)   Early
Exercise.   The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be
subject to a repurchase right in favor of the Company or a Related Entity or to
any other restriction the Administrator determines to be appropriate.


(i)   Term of
Award.   The term of each Award shall be no more than seven (7)  years from the date of grant thereof. However, in the case
of an Incentive Stock Option granted to a Grantee who, at the time the Option
is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary
of the Company, the term of the Incentive Stock Option shall be five (5) years
from the date of grant thereof or such shorter term as may be provided in the
Award Agreement. Notwithstanding the foregoing, the specified term of any Award
shall not include any period for which the Grantee has elected to defer the
receipt of the Shares or cash issuable pursuant to the Award.


(j)   Transferability
of Awards.   Incentive Stock Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of the Grantee only by the Grantee. Other Awards shall be transferable
by will and by the laws of descent and distribution and during the lifetime of
the Grantee, to the extent and in the manner authorized by the Administrator,
but only to the extent such transfers are made to family members, to family
trusts, to family-controlled entities, to charitable organizations, and
pursuant to domestic relations orders or agreements, in all cases without
payment for such transfers to the Grantee. Notwithstanding the foregoing, the
Grantee may designate 



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one or more beneficiaries
of the Grantee’s Award in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator.


(k)   Time of
Granting Awards.   The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.


7.   Award
Exercise or Purchase Price, Consideration and Taxes.


(a)   Exercise
or Purchase Price.   The exercise or purchase price, if any, for
an Award shall be as follows:


          (i)          In
the case of an Incentive Stock Option:


(A)          granted to an Employee who, at the
time of the grant of such Incentive Stock Option owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the Fair Market
Value per Share on the date of grant; or


(B)           granted to any Employee other than an
Employee described in the preceding paragraph, the per Share exercise price
shall be not less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.


          (ii)         In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be
not less than one hundred percent (100%) of the Fair Market Value per Share on
the date of grant.


          (iii)        In
the case of Awards intended to qualify as Performance-Based Compensation, the
exercise or purchase price, if any, shall be not less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant.


          (iv)       In
the case of SARs, the base appreciation amount shall not be less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.


          (v)        In
the case of other Awards, such price as is determined by the Administrator.


          (vi)       Notwithstanding
the foregoing provisions of this Section 7(a), in the case of an Award
issued pursuant to Section 6(d), above, the exercise or purchase price for
the Award shall be determined in accordance with the provisions of the relevant
instrument evidencing the agreement to issue such Award.


(b)   Consideration.   Subject
to Applicable Laws, the consideration to be paid for the Shares to be issued
upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator. In addition to any other types of consideration
the Administrator may determine, the Administrator is authorized to accept as
consideration for Shares issued under the Plan the following, provided that the portion of the consideration equal to
the par value of the Shares must be paid in cash or other legal consideration
permitted by the Delaware General Corporation Law:


          (i)          cash;


          (ii)         check;


          (iii)        surrender
of Shares or delivery of a properly executed form of attestation of ownership
of Shares as the Administrator may require which have a Fair Market Value on
the date of surrender or attestation equal to the aggregate exercise price of
the Shares as to which said Award shall be exercised;



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          (iv)       with
respect to Options, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate
sale of some or all of the purchased Shares and remit to the Company sufficient
funds to cover the aggregate exercise price payable for the purchased Shares
and (B) shall provide written directives to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm in order
to complete the sale transaction; or


          (v)        with
respect to Options, payment through a “net exercise” such that, without the
payment of any funds, the Grantee may exercise the Option and receive the net
number of Shares equal to (i) the number of Shares as to which the Option
is being exercised, multiplied by (ii) a fraction, the numerator of which
is the Fair Market Value per Share (on such date as is determined by the
Administrator) less the Exercise Price per Share, and the denominator of which
is such Fair Market Value per Share (the number of net Shares to be received
shall be rounded down to the nearest whole number of Shares);


          (vi)       any
combination of the foregoing methods of payment.


The Administrator may at
any time or from time to time, by adoption of or by amendment to the standard
forms of Award Agreement described in Section 4(b)(iv), or by other means,
grant Awards which do not permit all of the foregoing forms of consideration to
be used in payment for the Shares or which otherwise restrict one or more forms
of consideration.


(c)   Taxes.   No
Shares shall be delivered under the Plan to any Grantee or other person until
such Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of any non-U.S., federal, state, or local
income and employment tax withholding obligations, including, without limitation,
obligations incident to the receipt of Shares. Upon exercise or vesting of an
Award the Company shall withhold or collect from the Grantee an amount
sufficient to satisfy such tax obligations, including, but not limited to, by
surrender of the whole number of Shares covered by the Award sufficient to
satisfy the minimum applicable tax withholding obligations incident to the
exercise or vesting of an Award.


8.   Exercise
of Award.


(a)   Procedure
for Exercise; Rights as a Stockholder.


          (i)          Any
Award granted hereunder shall be exercisable at such times and under such
conditions as determined by the Administrator under the terms of the Plan and
specified in the Award Agreement.


          (ii)         An
Award shall be deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the Award by the
person entitled to exercise the Award and full payment for the Shares with
respect to which the Award is exercised has been made, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(iv).


(b)   Exercise
of Award Following Termination of Continuous
Service.


          (i)          An
Award may not be exercised after the termination date of such Award set forth
in the Award Agreement and may be exercised following the termination of a
Grantee’s Continuous Service only to the extent provided in the Award
Agreement.


          (ii)         Where
the Award Agreement permits a Grantee to exercise an Award following the
termination of the Grantee’s Continuous Service for a specified period, the
Award shall 



 A-11
 









terminate to the extent
not exercised on the last day of the specified period or the last day of the
original term of the Award, whichever occurs first.


          (iii)        Any
Award designated as an Incentive Stock Option to the extent not exercised
within the time permitted by law for the exercise of Incentive Stock Options
following the termination of a Grantee’s Continuous Service shall convert
automatically to a Non-Qualified Stock Option and thereafter shall be
exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.


9.   Conditions
Upon Issuance of Shares.


           (a)  If at any time the Administrator determines
that the delivery of Shares pursuant to the exercise, vesting or any other
provision of an Award is or may be unlawful under Applicable Laws, the vesting
or right to exercise an Award or to otherwise receive Shares pursuant to the
terms of an Award shall be suspended until the Administrator determines that
such delivery is lawful and shall be further subject to the approval of counsel
for the Company with respect to such compliance. The Company shall have no
obligation to effect any registration or qualification of the Shares under
federal or state laws.


          (b)  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required by any Applicable Laws.


10.   Adjustments
Upon Changes in Capitalization.   Subject to any required action
by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Awards
may be granted to any Grantee in any calendar year, as well as any other terms
that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Shares, or similar transaction affecting the Shares,
(ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) any
other transaction with respect to Common Stock including a corporate merger,
consolidation, acquisition of property or stock, separation (including a
spin-off or other distribution of stock or property), reorganization,
liquidation (whether partial or complete) or any similar transaction; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” Any such
adjustments to outstanding Awards will be effected in a manner that precludes
the material enlargement of rights and benefits under such Awards. Adjustments
and any determinations or interpretations shall be made by the Administrator and its determination shall be
final, binding and conclusive. In
connection with the foregoing adjustments, the Administrator may, in its
discretion, prohibit the exercise of Awards or other issuance of Shares, cash
or other consideration pursuant to Awards during certain periods of time. Except
as the Administrator determines, no issuance by the Company of shares of any
class, or securities convertible into shares of any class, shall affect, and no
adjustment by reason hereof shall be made with respect to, the number or price
of Shares subject to an Award.


11.   Corporate
Transactions and Changes in Control.


                  (a)   Termination
of Award to Extent Not Assumed in Corporate Transaction.   Effective
upon the consummation of a Corporate Transaction, all outstanding Awards under
the Plan shall terminate. However, all such Awards shall not terminate to the
extent they are Assumed in connection with the Corporate Transaction.



 A-12
 









                  (b)   Acceleration
of Award Upon Corporate Transaction or Change in
Control.


          (i)   Corporate Transaction.   Except
as provided otherwise in an individual Award Agreement, in the event of a
Corporate Transaction, for the portion of each Award that is neither Assumed
nor Replaced, such portion of the Award shall automatically become fully vested
and exercisable and be released from any repurchase or forfeiture rights (other
than repurchase rights exercisable at Fair Market Value) for all of the Shares
(or other consideration) at the time represented by such portion of the Award,
immediately prior to the specified effective date of such Corporate
Transaction.


          (ii)   Change
in Control.   Except as provided otherwise in an individual
Award Agreement, in the event of a Change in Control (other than a Change in
Control which also is a Corporate Transaction), each Award which is at the time
outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other
than repurchase rights exercisable at Fair Market Value), immediately prior to
the specified effective date of such Change in Control, for all of the Shares
(or other consideration) at the time represented by such Award.


(c)   Effect of Acceleration on Incentive
Stock Options.   Any Incentive Stock Option accelerated under
this Section 11 in connection with a Corporate Transaction or Change in
Control shall remain exercisable as an Incentive Stock Option under the Code
only to the extent the $100,000 dollar limitation of Section 422(d) of
the Code is not exceeded.


12.   Effective
Date and Term of Plan.   The Plan shall become effective upon
its approval by the stockholders of the Company. It shall continue in effect
for a term of ten (10) years indefinitely unless sooner terminated. Subject to Section 17
below and Applicable Laws, Awards may be
granted under the Plan upon its becoming effective.


13.   Amendment,
Suspension or Termination of the Plan.


           (a)  The Board may at any time amend, suspend or
terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s
stockholders to the extent such approval is required by Applicable Laws, or if such amendment would lessen the stockholder approval
requirements of Section 4(b)(vi) or this Section 13(a).


          (b)  No Award may be granted during any suspension
of the Plan or after termination of the Plan.


           (c)  No suspension or termination of the Plan
(including termination of the Plan under Section 11, above) shall
adversely affect any rights under Awards already granted to a Grantee.


14.   Reservation
of Shares.


           (a)  The Company, during the term of the Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


          (b)  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


15.   No
Effect on Terms of
Employment/Consulting Relationship.   The Plan shall
not confer upon any Grantee any right with respect to the Grantee’s Continuous
Service, nor shall it interfere in any way with his or her right or the right
of the Company or any Related Entity to terminate the Grantee’s Continuous
Service at any time, with or without Cause, and with or without notice. The
ability of the Company or any Related Entity to terminate the employment of a
Grantee who is employed at will is in no way affected by 



 A-13
 









its determination that
the Grantee’s Continuous Service has been terminated for Cause for the purposes
of this Plan.


16.   No
Effect on Retirement and Other Benefit Plans.   Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit
plan of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.


17.   Stockholder
Approval.   The grant of Incentive Stock Options under the Plan
shall be subject to approval by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted excluding Incentive
Stock Options issued in substitution for outstanding Incentive Stock Options
pursuant to Section 424(a) of the Code. Such stockholder approval
shall be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to
approval by the stockholders, but until such approval is obtained, no such
Incentive Stock Option
shall be exercisable. In the event that stockholder approval is not obtained
within the twelve (12) month period provided above, all Incentive Stock Options
previously granted under the Plan shall be exercisable as Non-Qualified Stock
Options.


18.   Unfunded
Obligation.   Grantees shall have the status of general
unsecured creditors of the Company. Any amounts payable to Grantees pursuant to
the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Related Entity
shall be required to segregate any monies from its general funds, or to create
any trusts, or establish any special accounts with respect to such obligations.
The Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or
fiduciary relationship between the Administrator, the Company or any Related
Entity and a Grantee, or otherwise create any vested or beneficial interest in
any Grantee or the Grantee’s creditors in any assets of the Company or a
Related Entity. The Grantees shall have no claim against the Company or any
Related Entity for any changes in the value of any assets that may be invested
or reinvested by the Company with respect to the Plan.


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



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