**Exhibit 10.42**

**CERUS CORPORATION**

**2008EQUITY INCENTIVE PLAN**

**APPROVED BYCOMPENSATION COMMITTEEON: APRIL 22, 2008**

**APPROVED BY STOCKHOLDERS: JUNE 2, 2008**

**AMENDEDBY COMPENSATION COMMITTEEON: APRIL15, 2011**

**APPROVEDBY STOCKHOLDERS: JUNE 1, 2011**

**TERMINATION DATE: APRIL 21, 2018**

 

**(a)****Successor and Continuation of Prior Plans.** The Plan is intended as the successor to and continuation of the CerusCorporation 1999 Equity Incentive Plan, as amended and the Cerus Corporation 1998 Non-Officer Stock Option Plan (the “***Prior Plans***”). Following the Effective Date, no additional stock awards shall be granted under the PriorPlans. Any shares remaining available for future awards under the Prior Plans as of the Effective Date (the “***Prior Plans Available Reserve***”) shall become available for issuance pursuant to Awards granted hereunder. From andafter the Effective Date, all outstanding stock awards granted under the Prior Plans shall remain subject to the terms of the Prior Plans; however, any shares subject to outstanding stock awards granted under the Prior Plans that expire or terminatefor any reason prior to exercise or settlement (the “***Returning Shares***”) shall become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after the Effective Date of this Plan shall be subjectto the terms of this Plan. 

**(b)****Eligible Award Recipients.** The persons eligible to receive Awards are Employees,Directors and Consultants. 

**(c)****Available Awards.** The Plan provides for the grant of the following Awards:(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance CashAwards, and (viii) Other Stock Awards. 

**(d)****General Purpose.** The Company, by means of the Plan, seeks tosecure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide ameans by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards. 

 
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**2.****ADMINISTRATION.**
**(a)****Administration by Board.** The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided inSection 2(c). 

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

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

**(ii)** To construe and interpret the Plan and Awards, and to establish, amend and revoke rules and regulations for the Plan’sadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deemnecessary or expedient to make the Plan or Award fully effective. 

**(iii)** To settle all controversies regarding the Planand Awards. 

**(iv)** To accelerate the time at which a Stock Award may first be exercised or the time during which an Awardor any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest. 

**(v)** To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligationsunder any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant. 

**(vi)** To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to IncentiveStock Options and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards into compliance therewith, subject to the limitations, if any, of applicable law. However, except as providedin Section 9(a) relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan,(B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may beissued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under the Plan, but only to the extent required by applicable law or listing requirements. Except asprovided above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents inwriting.****

 
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**(vii)** To submit any amendment to the Plan for stockholder approval, including, butnot limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporatedeductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive stock options” or (C) Rule 16b-3. 

**(viii)** To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to theParticipant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; *provided however,* that the Participant’s rights under any Award shall not be impaired byany such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without theaffected Participant’s consent, the Board may amend the terms of any one or more Awards if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of theCode and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date. 

**(ix)** Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the bestinterests of the Company and that are not in conflict with the provisions of the Plan or Awards. 

**(x)** To adopt suchprocedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States. 

**(c) Delegation to Committee.**

**(i)****General.** The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee shallhave, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers theCommittee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from timeto time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated to the Committee, Committees, subcommittee orsubcommittees. 

**(ii)****Section 162(m) and Rule 16b-3 Compliance.** In the sole discretion of the Board, theCommittee may consist solely of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or theCommittee, in its sole discretion, may (A) delegate to a Committee which need not consist of Outside Directors the authority to grant 

 
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Awards to eligible persons who are either (1) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or(2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B) delegate to a Committee which need not consist of Non-Employee Directors the authority to grant Stock Awards to eligible personswho are not then subject to Section 16 of the Exchange Act. 

**(d)****Delegation to an Officer.** The Board maydelegate to one (1) or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, other Stock Awards) and theterms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; *provided, however*, that the Board resolutions regarding such delegation shall specify the total numberof shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board may notdelegate to an Officer authority to determine the Fair Market Value pursuant to Section 13(v)(ii) below. 

**(e)****Effect of Board’s Decision.** All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

**(f)****Cancellation and Re-Grant of Stock Awards**. Neither the Board nor any Committee shall have the authority to:(i) effect the reduction of the exercise price of any outstanding Option or Stock Appreciation Rights under the Plan (other than pursuant to Section 9 relating to adjustments upon changes in stock), or (ii) cancel any outstandingOptions or Stock Appreciation Rights with an exercise price that is greater than the Fair Market Value on the date of cancellation in exchange for the grant in substitution therefore of cash or new Stock Awards under the Plan with an exercise pricethat is less than the original exercise price of the Options or Stock Appreciation Rights, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. 

 
**3.****SHARES SUBJECTTOTHE PLAN.**
**(a)****Share Reserve.** Subject to the provisions of Section 9 relating to adjustments upon changes in stock, the aggregatenumber of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed 10,544,840 shares (the “***Share Reserve***”), which number is the sum of (i) the number of sharessubject to the Prior Plans Available Reserve, (ii) an additional 4,270,000 new shares, plus (iii) an additional number of shares in an amount not to exceed 4,592,156 shares (which number consists of the Returning Shares, if any, as suchshares become available from time to time). For clarity, the Share Reserve is a limitation in the number of shares of the Common Stock that may be issued pursuant to the Plan and does not limit the granting of Stock Awards except as provided inSection 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711 and suchissuance shall not reduce the number of shares available for issuance under the Plan. Furthermore, if a Stock Award (i) expires or 

 
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otherwise terminates without having been exercised in full or (ii) is settled in cash (*i.e.*, the holder of the Stock Award receives cash rather than stock), such expiration,termination or settlement shall not reduce (or otherwise offset) the number of shares of the Common Stock that may be issued pursuant to the Plan. 

**(b)** Subject to subsection 3(c), the number of shares available for issuance under the Plan shall be reduced by: (i) one (1) share for each share of stock issued pursuant to (A) anOption granted under Section 5, or (B) a Stock Appreciation Right granted under subsection 6(c) with respect to which the strike price is at least one hundred percent (100%) of the Fair Market Value of the underlying Common Stock onthe date of grant; and (ii) one and five tenths (1.5) shares for each share of Common Stock issued pursuant to a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award or Other Stock Award. 

**(c) Reversion of Shares to the Share Reserve.**

**(i)****Shares Available For Subsequent Issuance.**If any shares of common stock issued pursuant to a Stock Award are forfeited back to the Company because of the failure to meet a contingency orcondition required to vest such shares in the Participant, then the shares which are forfeited shall revert to and again become available for issuance under the Plan. Notwithstanding the provisions of this Section 3(c)(i), any such shares shallnot be subsequently issued pursuant to the exercise of Incentive Stock Options. To the extent there is issued a share of Common Stock pursuant to a Stock Award that counted as one and five tenths (1.5) shares against the number of sharesavailable for issuance under the Plan pursuant to Section 3(b) and such share of Common Stock again becomes available for issuance under the Plan pursuant to this Section 3(c), then the number of shares of Common Stock available forissuance under the Plan shall increase by one and five tenths (1.5) shares. 

**(ii)****Shares Not Available ForSubsequent Issuance.**If any shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (*i.e*., “net exercised”), the number ofshares that are not delivered to the Participant shall not remain available for issuance under the Plan. Also, any shares reacquired by the Company pursuant to Section 8(g) or as consideration for the exercise of an Option shall not againbecome available for issuance under the Plan. 

**(d)****Incentive Stock Option Limit.**Notwithstanding anything to thecontrary in this Section 3(d), subject to the provisions of Section 9(a) relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Optionsshall be the Share Reserve. 

**(e)****Section 162(m) Limitation on Annual Grants**. Subject to the provisions ofSection 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to be granted during any calendar year Stock Awardswhose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted (that is, Options or Stock Appreciation Rights)covering more than eight hundred thousand (800,000) shares of Common Stock. 

 
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**(f)****Source of Shares.** The stock issuable under the Plan shall be shares ofauthorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the market or otherwise. 

 
**4.****ELIGIBILITY.**
**(a)****Eligibility for Specific Stock Awards**. Incentive Stock Options may be granted only to employees of the Company or a parent corporation or subsidiary corporation (as such terms aredefined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. 

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

**(c)****Consultants.**A Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (***“FormS-8”***) is available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the Consultant is a naturalperson, or because of any other rule governing the use of Form S-8. 

 
**5.****OPTION PROVISIONS.**
Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory StockOptions at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as anIncentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options need not be identical; *provided, however*, that each Option Agreement shall include (through incorporation of provisions hereof byreference in the Option Agreement or otherwise) the substance of each of the following provisions: 

**(a)****Term.**Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.

**(b)****Exercise Price.** Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, theexercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted withan exercise price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption of or substitution for another option in a manner consistent with theprovisions of Section 424(a) of the Code (whether or not such options are Incentive Stock Options). 

 
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**(c)****Consideration.** The purchase price of Common Stock acquired pursuant to theexercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Optionsthat do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of paymentpermitted by this Section 6(c) are: 

**(i)** by cash, check, bank draft or money order payable to the Company;

**(ii)** pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to theissuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

**(iii)** by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

**(iv)** by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stockissued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; *provided, however*, that the Company shall accept a cash or other payment from the Participant to the extentof any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; *provided, further,* that shares of Common Stock will no longer be outstanding under an Option and will not beexercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld tosatisfy tax withholding obligations; or 

**(v)** in any other form of legal consideration that may be acceptable to theBoard. 

**(d)****Transferability of Options.** The Board may, in its sole discretion, impose such limitations on thetransferability of Options as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options shall apply: 

**(i)****Restrictions on Transfer.** An Option shall not be transferable except by will or by the laws of descent and distributionand shall be exercisable during the lifetime of the Optionholder only by the Optionholder; *provided, however*, that the Board may, in its sole discretion, permit transfer of the Option in a manner consistent with applicable tax and securitieslaws upon the Optionholder’s request. 

**(ii)****Domestic Relations Orders.** Notwithstanding the foregoing, anOption may be transferred pursuant to a domestic relations order, *provided, however*, that an Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a result of such transfer. 

 
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**(iii)****Beneficiary Designation.** Notwithstanding the foregoing, the Optionholdermay, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be the beneficiary of an Option with theright to exercise the Option and receive the Common Stock or other consideration resulting from an Option exercise. 

**(e)****Vesting Generally.** The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditionson the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of thisSection 5(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. 

**(f)****Termination of Continuous Service.** Except as otherwise provided in the applicable Option Agreement or other agreement between the Optionholder and the Company, in the event that anOptionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the dateof termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter periodspecified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the timespecified herein or in the Option Agreement (as applicable), the Option shall terminate. 

**(g)****Extension of Termination Date.** Unless otherwise provided in an Optionholder’s Option Agreement, if the exercise of the Option following the termination of the Optionholder’s Continuous Service would be prohibited at any time solelybecause the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period equal to the original post-terminationexercise period applicable to such Award during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition,unless otherwise provided in an Optionholder’s Option Agreement, if the sale of the Common Stock received upon exercise of an Option following the termination of the Optionholder’s Continuous Service would violate the Company’sinsider trading policy, then the Option shall terminate on the earlier of (i) the expiration of a period equal to the original post-termination exercise period applicable to such Award during which the exercise of the Option would not be inviolation of the Company’s insider trading policy, (ii) the 15th day of the third month after the date on which the Option would cease to be exercisable but for this Section 5(g), or such longer period as would not cause the Option to become subject toSection 409A(a)(1) of the Code; or (iii) the expiration of the term of the Option as set forth in the Option Agreement. 

**(h)****Disability of Optionholder.** In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his

 
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or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on theearlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in theOption Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 

**(i)****Death of Optionholder.** In the event that (i) an Optionholder’s Continuous Service terminates as a result ofthe Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may beexercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designatedas the beneficiary of the Option upon the Optionholder’s death, but only within the period ending on the earlier of (A) the date eighteen (18) months following the date of death (or such longer or shorter period specified in theOption Agreement), or (B) the expiration of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (asapplicable), the Option shall terminate. If the Optionholder designates a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of the Optionholder such designated beneficiary shall have the sole rightto exercise the Option and receive the Common Stock or other consideration resulting from an Option exercise. 

**(j)****Non-Exempt Employees**. No Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act shall be first exercisable for any shares of Common Stock until at least six (6) months following the dateof grant of the Option. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. 

 
**6.****PROVISIONSOF STOCK AWARDSOTHERTHAN OPTIONS.**
**(a)****Restricted Stock Awards.** Each Restricted Stock Award Agreement shall be in such form andshall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to theCompany’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions ofRestricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; *provided, however*, that each Restricted Stock Award Agreement shall include(through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

**(i)****Consideration.** A Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company or an

 
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Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

**(ii)****Vesting.** Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to theCompany in accordance with a vesting schedule to be determined by the Board. 

**(iii)****Termination of Participant’sContinuous Service.** In the event a Participant’s Continuous Service terminates, the Company may receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant that have not vested as of the date oftermination of Continuous Service under the terms of the Restricted Stock Award Agreement. 

**(iv)****Transferability.**Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determinein its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. 

**(b)****Restricted Stock Unit Awards.** Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The termsand conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; *provided, however*, that each Restricted Stock UnitAward Agreement shall include (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

**(i)****Consideration.** At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share ofCommon Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may beacceptable to the Board in its sole discretion and permissible under applicable law. 

**(ii)****Vesting.**At the timeof the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 

**(iii)****Payment**. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cashequivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. 

**(iv)****Additional Restrictions.**At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay thedelivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 

 
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**(v)****Dividend Equivalents.**Dividend equivalents may be credited in respect ofshares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additionalshares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all theterms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

**(vi)****Terminationof Participant’s Continuous Service.** Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’stermination of Continuous Service. 

**(vii)****Compliance with Section 409A of the Code.** Notwithstanding anythingto the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit Award will complywith the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. 

**(c)****Stock Appreciation Rights.** Each Stock Appreciation Right Agreement shall be in such form and shall contain such termsand conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone Stock Awards or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from time totime, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; *provided, however*, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof byreference in the Agreement or otherwise) the substance of each of the following provisions: 

**(i)****Term.** No StockAppreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Appreciation Right Agreement. 

**(ii)****Strike Price.**Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents. The strike priceof each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant. 

**(iii)****Calculation of Appreciation.** The appreciation distribution payable on the exercise of a Stock Appreciation Right willbe not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents inwhich the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the timeof grant of the Stock Appreciation Right. 

 
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**(iv)****Vesting.**At the time of the grant of a Stock Appreciation Right, theBoard may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 

**(v)****Exercise.** To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the StockAppreciation Right Agreement evidencing such Stock Appreciation Right. 

**(vi)****Payment**. The appreciationdistribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreementevidencing such Stock Appreciation Right. 

**(vii)****Termination of Continuous Service.** In the event that aParticipant’s Continuous Service terminates, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination) but onlywithin such period of time ending on the earlier of (A) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Appreciation RightAgreement), or (B) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the timespecified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate. 

**(viii) Compliance with Section 409A of the Code.** Notwithstanding anything to the contrary set forth herein, any StockAppreciation Rights granted under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Stock Appreciation Rights will comply with the requirements of Section 409A of theCode. Such restrictions, if any, shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 

**(d) Performance Awards.**

**(i)****Performance Stock Awards**. APerformance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of aspecified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall beconclusively determined by the Committee in its sole discretion. The maximum number of shares that may be granted to any Participant in a calendar year attributable to Stock Awards described in this Section 6(d)(i) shall not exceed five hundredthousand (500,000) shares of Common Stock. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards. 

 
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**(ii)****Performance Cash Awards**. A Performance Cash Award is a cash award thatmay be granted upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. The length of any Performance Period, the PerformanceGoals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in its sole discretion. The maximum value that may begranted to any Participant in a calendar year attributable to Performance Cash Awards described in this Section 6(d)(ii) shall not exceed one million dollars ($1,000,000). The Board may provide for or, subject to such terms and conditions asthe Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or otherproperty, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property. In addition, to the extent permitted byapplicable law and the applicable Award Agreement, the Board may determine that Common Stock authorized under this Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as aninducement to hold shares of Common Stock. 

**(e)****Other Stock Awards**. Other forms of Stock Awards valued in wholeor in part by reference to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan,the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant tosuch Other Stock Awards and all other terms and conditions of such Other Stock Awards. 

 
**7.****COVENANTSOFTHE COMPANY.**
**(a)****Availability of Shares.** During the terms of the Stock Awards, the Company shall keep available at all times the numberof shares of Common Stock reasonably required to satisfy such Stock Awards. 

**(b)****Securities Law Compliance.** TheCompany shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;*provided, however*, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, theCompany is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liabilityfor failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 

**(c)****No Obligation to Notify.**The Company shall have no duty or obligation to any holder of a Stock Award to advise suchholder as to the time or manner of exercising such Stock 

 
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Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which theStock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award. 

 
**8.****MISCELLANEOUS.**
**(a)****Use of Proceeds from Sales of Common Stock.**Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general funds of the Company. 

**(b)****Corporate Action Constituting Grant of Stock Awards.** Corporate action constituting a grant by the Company of a StockAward to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, oractually received or accepted by, the Participant. 

**(c)****Stockholder Rights.** No Participant shall be deemed to bethe holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its terms and the Participant shall not bedeemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise has been entered into the books and records of the Company. 

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

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

**(f)****Investment Assurances.** The Company may require a Participant, as a condition of exercising or acquiringCommon Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonablysatisfactory to the 

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

**(g)****Withholding Obligations.** Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholdingobligation relating to an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant totender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; or(iv) by such other method as may be set forth in the Award Agreement. 

**(h)****Electronic Delivery**. Anyreference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet. 

**(i)****Deferrals.** To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise,vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of theCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages,Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance withapplicable law. 

**(j)****Compliance with Section 409A of the Code.**To the extent that the Board determines thatany Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code.To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation anysuch regulations or other guidance that may be issued or 

 
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amended after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board determines that any Award may be subject toSection 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and the applicable Award Agreementor adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Award from Section 409A ofthe Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidanceissued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date. 

 
**9.****ADJUSTMENTSUPON CHANGESIN COMMON STOCK; OTHERCORPORATE EVENTS.**
**(a)****Capitalization Adjustments**. In the eventof a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may beissued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(d) and 6(d)(i), and (iv) theclass(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 

**(b)****Dissolution or Liquidation**. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution orliquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shall terminate immediately prior to the completionof such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service,*provided, however*, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previouslyexpired or terminated) before the dissolution or liquidation is completed but contingent on its completion. 

**(c)****Corporate Transaction.**The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company orany Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. 

**(i)****Stock Awards May Be Assumed.** Except as otherwise stated in the Stock Award Agreement, in the event of a CorporateTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards forStock Awards outstanding under the Plan (including but not limited to, awards to 

 
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acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of CommonStock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation(or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms of any assumption, continuation or substitution shall be set by the Board inaccordance with the provisions of Section 2. 

**(ii)****Stock Awards Held by Current Participants.** Except asotherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitutesimilar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective timeof the Corporate Transaction (referred to as the “***Current Participants***”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time at which such Stock Awards may be exercised)shall be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board shall determine (or, if the Board shall not determine such a date, to thedate that is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisitionor repurchase rights held by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction). 

**(iii)****Stock Awards Held by Persons other than Current Participants.** Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction in which the survivingcorporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not beenassumed, continued or substituted and that are held by persons other than Current Participants, such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; *provided, however*,that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate and may continue to be exercised notwithstanding the Corporate Transaction. 

**(iv)****Payment for Stock Awards in Lieu of Exercise.** Notwithstanding the foregoing, in the event a Stock Award will terminateif not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Stock Award may not exercise such Stock Award but will receive a payment, in such form as may bedetermined by the Board, equal in value, at the effective time, to the excess, if any, of (A) the fair market value of the property the holder of the Stock Award would have received upon the exercise of the Stock Award (including, at thediscretion of the Board, any unvested portion of such Stock Award), over (B) any exercise price payable by such holder in connection with such exercise. 

 
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**(d)****Change in Control.** A Stock Award may be subject to additional accelerationof vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, butin the absence of such provision, no such acceleration shall occur. 

 
**10.****TERMINATIONOR SUSPENSIONOFTHE PLAN.**
**(a)****Plan Term.** Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate onthe day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it isterminated. 

**(b)****No Impairment of Rights.** Termination of the Plan shall not impair rights and obligations underany Award granted while the Plan is in effect except with the written consent of the affected Participant. 

 
**11.****EFFECTIVE DATEOF PLAN.**
This Plan shall become effective on the Effective Date. 

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

**13.****        DEFINITIONS.**As used in the Plan, the definitions contained in thisSection 13 shall apply to the capitalized terms indicated below: 

**(a)*****“Affiliate”*** means, atthe time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or“subsidiary” status is determined within the foregoing definition. 

**(b)*****“Award”*** meansa Stock Award or a Performance Cash Award. 

**(c)*****“Board”*** means the Board of Directors of theCompany. 

**(d)*****“Capitalization Adjustment”*** means any change that is made in, or other events thatoccur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation,stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company.Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company. 

 
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**(e)*****“Cause”***means with respect to a Participant, theoccurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) suchParticipant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and theCompany or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. Thedetermination that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant wasterminated by reason of dismissal without Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

**(f)*****“Change in Control”*** means the occurrence, in a single transaction or in a series of relatedtransactions, of any one or more of the following events: 

**(i)** any Exchange Act Person becomes the Owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction .Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in atransaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the“*Subject Person*”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additionalvoting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Controlshall be deemed to occur; 

**(ii)** there is consummated a merger, consolidation or similar transaction involving (directlyor indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding votingsecurities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combinedoutstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Companyimmediately prior to such transaction; 

 
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**(iii)** there is consummated a sale, lease, exclusive license or other disposition ofall or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity,more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Companyimmediately prior to such sale, lease, license or other disposition; or 

**(iv)** individuals who, on the date this Plan isadopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; *provided, however*, that if the appointment or election (or nomination forelection) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

For clarity, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusivelyfor the purpose of changing the domicile of the Company. 

Notwithstanding the foregoing or any other provision of this Plan,the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement;*provided, however*, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. 

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

**(h)*****“Committee”*** means a committee of one (1) or more Directors to whom authority has been delegated bythe Board in accordance with Section 2(c). 

**(i)*****“Common Stock”*** means the common stock ofthe Company. 

**(j)*****“Company”*** means Cerus Corporation, a Delaware corporation. 

**(k)*****“Consultant”*** means any person, including an advisor, who is (i) engaged by the Company or anAffiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, orpayment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.******

**(l)*****“Continuous Service”*** means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted orterminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is nointerruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to anAffiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted 

 
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by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of anyleave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to suchextent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. 

**(m)*****“Corporate Transaction”*** means the occurrence, in a single transaction or in a series of relatedtransactions, of any one or more of the following events: 

**(i)** a sale or other disposition of all or substantially all,as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

**(ii)**a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 

**(iii)**the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or 

**(iv)** the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding themerger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. 

**(n)*****“Covered Employee”*** shall have the meaning provided in Section 162(m)(3) of the Code and theregulations promulgated thereunder. 

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

**(p)*****“Disability”*** means, with respect to a Participant, the inability of such Participant to engage in anysubstantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided inSection 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 

**(q)** “***Effective Date***” means theeffective date of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2008 provided this Plan is approved by the Company’s stockholders at such meeting. 

**(r)*****“Employee”*** means any person employed by the Company or an Affiliate. However, service solely as aDirector, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 

**(s)*****“Entity”*** means a corporation, partnership, limited liability company or other entity. 

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

**(u)*****“Exchange Act Person”***means any natural person, Entity or “group”(within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or anySubsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of suchsecurities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (withinthe meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent(50%) of the combined voting power of the Company’s then outstanding securities. 

**(v)*****“Fair MarketValue”*** means, as of any date, the value of the Common Stock determined as follows: 

**(i)** If the Common Stockis listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on suchexchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in *The Wall Street Journal*or such other source as the Board deems reliable. Unless otherwiseprovided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales werereported) on the last preceding date for which such quotation exists. 

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

**(w)*****“Incentive StockOption”*** means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgatedthereunder. 

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

**(y)*****“Nonstatutory Stock Option”***means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

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

**(aa)*****“Option”*** means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan. 

**(bb)*****“Option Agreement”*** means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shallbe subject to the terms and conditions of the Plan. 

**(cc)*****“Optionholder”*** means a person to whoman Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person who holds an outstanding Option. 

**(dd)*****“Other Stock Award”*** means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions ofSection 6(d). 

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

**(ff)*****“Outside Director”*** means a Director who either (i) is not a current employee of the Company or an“affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for priorservices (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliatedcorporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

**(gg)*****“Own,” “Owned,” “Owner,” “Ownership”*******A person or Entity shall bedeemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

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

**(ii)*****“Performance Cash Award”*** means an award of cash granted pursuant to the terms and conditions ofSection 6(d)(ii). 

**(jj)*****“Performance Criteria”*** means the one or more criteria that theBoard shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, the following:(i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total 

 
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stockholder return; (v) return on equity; (vi) return on assets, investment, or capital employed; (vii) operating margin; (viii) gross margin; (ix) operating income;(x) net income (before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax profit; (xiv) operating cash flow; (xv) sales or revenue targets; (xvi) increases in revenueor product revenue; (xvii) expenses and cost reduction goals; (xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent metric); (xx) market share; (xxi) cash flow;(xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation or completion of projects or processes; (xxvi) customer satisfaction; (xxvii) stockholders’ equity; and(xxviii) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Partial achievement of the specified criteria may result in the payment or vestingcorresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects touse for such Performance Period. 

**(kk)*****“Performance Goals”*** means, for a Performance Period, theone or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or businesssegments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. At the time of the grant of any Award, the Board is authorized to determine whether, whencalculating the attainment of Performance Goals for a Performance Period: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales andoperating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates;and (v) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit dueupon attainment of Performance Goals. 

**(ll)*****“Performance Period”*** means the period of timeselected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods may beof varying and overlapping duration, at the sole discretion of the Board. 

**(mm)*****“Performance StockAward”*** means a Stock Award granted under the terms and conditions of Section 6(d)(i). 

**(nn)*****“Plan”*** means this Cerus Corporation 2008 Equity Incentive Plan. 

**(oo)*****“RestrictedStock Award”*** means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a). 

**(pp)*****“Restricted Stock Award Agreement”*** means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a

 
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Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(qq)*****“Restricted Stock Unit Award”***means a right to receive shares of Common Stock which is grantedpursuant to the terms and conditions of Section 6(b). 

**(rr)*****“Restricted Stock Unit Award Agreement”***means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the termsand conditions of the Plan. 

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

**(tt)*****“Securities Act”*** meansthe Securities Act of 1933, as amended. 

**(uu)*****“Stock Appreciation Right”*** means a right toreceive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 6(c). 

**(vv)*****“Stock Appreciation Right Agreement”*** means a written agreement between the Company and a holder of aStock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan. 

**(ww)*****“Stock Award”*** means any right to receive Common Stock granted under the Plan, including an IncentiveStock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award. 

**(xx)*****“Stock Award Agreement”*** means a written agreement between the Company and a Participant evidencing theterms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(yy)*****“Subsidiary”*** means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinaryvoting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of anycontingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting orparticipation in profits or capital) of more than fifty percent (50%). 

**(zz)*****“Ten PercentStockholder”*** means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or anyAffiliate. 

 
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