Exhibit

10.58




 




APPENDIX

D




 




 




MEDIA

ARTS GROUP, INC.




 




2002

STOCK PLAN




 




1.                                       Purposes

of the Plan.  The purposes of this

2002 Stock Plan are:




 




•                                      to

attract and retain the best available personnel for positions of substantial

responsibility,




•                                      to

provide additional incentive to Employees, Directors and Consultants, and




•                                      to

promote the success of the Company’s business




 




Options granted under the Plan may be Incentive Stock

Options or Nonstatutory Stock Options, as determined by the Administrator at

the time of grant.  Stock Purchase

Rights may also be granted under the Plan.




 




2.                                       Definitions.  As used herein, the following definitions

shall apply:




 




(a)                                  “Administrator”

means the Board or any of its Committees as shall be administering the Plan, in

accordance with Section 4 of the Plan.




 




(b)                                 “Applicable

Laws” means the requirements relating to the administration of stock option

plans under U.S. state corporate laws, U.S. federal and state securities laws,

the Code, any stock exchange or quotation system on which the Common Stock is

listed or quoted and the applicable laws of any foreign country or jurisdiction

where Options or Stock Purchase Rights are, or will be, granted under the Plan.




 




(c)                                  “Board”

means the Board of Directors of the Company.




 




(d)                                 “Change

in Control” means the occurrence of any of the following events:




 




(i)                           Any

“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)

becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),

directly or indirectly, of securities of the Company representing fifty percent

(50%) or more of the total voting power represented by the Company’s then

outstanding voting securities; or




 




(ii)                        The

consummation of the sale or disposition by the Company of all or substantially

all of the Company’s assets;




 




(iii)                     A change in the composition of the

Board occurring within a two-year period, as a result of which fewer than a

majority of the directors are Incumbent Directors.




 





























 




  “Incumbent

Directors” means directors who either (A) are Directors as of the

effective date of the Plan, or (B) are elected, or nominated for election,

to the Board with the affirmative votes of at least a majority of the Incumbent

Directors at the time of such election or nomination (but will not include an

individual whose election or nomination is in connection with an actual or

threatened proxy contest relating to the election of directors to the Company);

or




 




(iv)                    The

consummation of a merger or consolidation of the Company with any other

corporation, other than a merger or consolidation which would result in the

voting securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being converted

into voting securities of the surviving entity or its parent) at least fifty

percent (50%) of the total voting power represented by the voting securities of

the Company or such surviving entity or its parent outstanding immediately

after such merger or consolidation.




 




(e)                                  “Code”

means the Internal Revenue Code of 1986, as amended.




 




(f)                                    “Committee”

means a committee of Directors appointed by the Board in accordance with

Section 4 of the Plan.




 




(g)                                 “Common

Stock” means the common stock of the Company.




 




(h)                                 “Company”

means Media Arts Group, Inc., a Delaware corporation.




 




(i)                                     “Consultant”

means any natural person, including an advisor, engaged by the Company or a

Parent or Subsidiary to render services to such entity.




 




(j)                                     “Director”

means a member of the Board.




 




(k)                                  “Disability”

means total and permanent disability as defined in Section 22(e)(3) of the

Code.




 




(l)                                     “Employee”

means any person, including Officers and Directors, employed by the Company or

any Parent or Subsidiary of the Company. 

A Service Provider shall not cease to be an Employee in the case of

(i) any leave of absence approved by the Company or (ii) transfers

between locations of the Company or between the Company, its Parent, any

Subsidiary, or any successor.  For

purposes of Incentive Stock Options, no such leave may exceed ninety days,

unless reemployment upon expiration of such leave is guaranteed by statute or

contract.  If reemployment upon

expiration of a leave of absence approved by the Company is not so guaranteed,

then three (3) months following the 91st day of such leave any

Incentive Stock Option held by the Optionee shall cease to be treated as an

Incentive Stock Option and shall be treated for tax purposes as a Non­statutory

Stock Option.  Neither service as a

Director nor payment of a director’s fee by the Company shall be sufficient to

constitute “employment” by the Company.




 




(m)                               “Exchange

Act” means the Securities Exchange Act of 1934, as amended.




 




(n)                                 “Fair

Market Value” means, as of any date, the value of Common Stock deter­mined

as follows:




 




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(i)                           If

the Common Stock is listed on any estab­lished stock exchange or a national

market system, including without limitation the Nasdaq National Market or The

Nasdaq SmallCap Market of The Nasdaq Stock Market, 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 such exchange or system on the day of determination, as

reported in The Wall Street Journal

or such other source as the Administrator deems reliable;




 




(ii)                        If

the Common Stock is regularly quoted by a recognized securities dealer but

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 day of deter­mination, 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, the Fair Market Value shall be determined in good

faith by the Administrator.




 




(o)                                 “Incentive

Stock Option” means an Option intended to qualify as an incentive stock

option within the meaning of Section 422 of the Code and the regulations

promulgated there­under.




 




(p)                                 “Inside

Director” means a Director who is an Employee.




 




(q)                                 “Nonstatutory

Stock Option” means an Option not intended to qualify as an Incentive Stock

Option.




 




(r)                                    “Notice

of Grant” means a written or electronic notice evidencing certain terms and

conditions of an individual Option or Stock Purchase Right grant.  The Notice of Grant is part of the Option

Agreement.




 




(s)                                  “Officer”

means a person who is an officer of the Company within the meaning of

Section 16 of the Exchange Act and the rules and regulations promulgated

thereunder.




 




(t)                                    “Option”

means a stock option granted pursuant to the Plan.




 




(u)                                 “Option

Agreement” means an agreement between the Company and an Optionee

evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms

and conditions of the Plan.




 




(v)                                 “Option

Exchange Program” means a program whereby outstanding Options are

surrendered in exchange for Options with a lower exercise price.




 




(w)                               “Optioned

Stock” means the Common Stock subject to an Option or Stock Purchase Right.




 




(x)                                   “Optionee”

means the holder of an outstanding Option or Stock Purchase Right granted under

the Plan.




 




(y)                                 “Outside

Director” means a Director who is not an Employee.




 




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(z)                                   “Parent”

means a “parent corporation,” whether now or hereafter existing, as defined in

Section 424(e) of the Code.




 




(aa)                            “Plan”

means this 2002 Stock Plan.




 




(bb)                          “Restricted

Stock” means shares of Common Stock acquired pursuant to a grant of Stock

Purchase Rights under Section 11 of the Plan.




 




(cc)                            “Restricted

Stock Purchase Agreement” means a written agreement between the Company and

the Optionee evidencing the terms and restrictions applying to stock purchased

under a Stock Purchase Right.  The

Restricted Stock Purchase Agreement is subject to the terms and conditions of

the Plan and the Notice of Grant.




 




(dd)                          “Rule

16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,

as in effect when discretion is being exercised with respect to the Plan.




 




(ee)                            “Section 16(b)

“ means Section 16(b) of the Exchange Act.




 




(ff)                                “Service

Provider” means an Employee, Director or Consultant.




 




(gg)                          “Share”

means a share of the Common Stock, as adjusted in accordance with

Section 14 of the Plan.




 




(hh)                          “Stock

Purchase Right” means the right to purchase Common Stock pursuant to

Section  11 of the Plan, as evidenced by a Notice of Grant.




 




(ii)                                  “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.  Subject to the provisions of Section 14

of the Plan, the maximum aggregate number of Shares that may be optioned and

sold under the Plan is 0 Shares plus (a) any Shares which have been

reserved but not issued under the Company’s 1998 Stock Incentive Plan (the “1998

Plan”) as of the date of stockholder approval of this Plan, (b) any Shares

returned to the 1998 Plan as a result of termination of options or repur­chase

of Shares issued under the 1998 Plan and (c) an annual increase to be added on

the first day of the Company’s fiscal year beginning in 2003, equal to the

lesser of (i) 500,000 shares, (ii) 4% of the outstanding shares on

such date or (iii) a lesser amount determined by the Board.  The Shares may be authorized, but unissued,

or reacquired Common Stock.




 




If an Option or Stock

Purchase Right expires or becomes unexercisable without having been exercised

in full, or is surrendered pursuant to an Option Exchange Program, the

unpurchased Shares which were subject thereto shall become available for future

grant or sale under the Plan (unless the Plan has terminated); provided,

however, that Shares that have actually been issued under the Plan, whether

upon exercise of an Option or Right, shall not be returned to the Plan and

shall not become available for future distribution under the Plan, except that

if Shares of Restricted Stock are repurchased by the Company at their original

purchase price, such Shares shall become available for future grant under the

Plan.




 




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4.                                       Administration

of the Plan.




 




(a)                                  Procedure.




 




(i)                           Multiple

Administrative Bodies.  Different

Committees with respect to different groups of Service Providers may administer

the Plan.




 




(ii)                        Section 162(m).  To the extent that the Administrator

determines it to be desirable to qualify Options granted hereunder as

“performance-based compensation” within the meaning of Section 162(m) of

the Code, the Plan shall be administered by a Committee of two or more “outside

directors” within the meaning of Section 162(m) of the Code.




 




(iii)                     Rule 16b-3.  To the extent desirable to qualify

transactions hereunder as exempt under Rule 16b-3, the transactions

contemplated hereunder shall be structured to satisfy the requirements for

exemption under Rule 16b-3.




 




(iv)                    Other

Administration.  Other than as

provided above, the Plan shall be administered by (A) the Board or (B) a

Committee, which committee shall be constituted to satisfy Applicable Laws.




 




(b)                                 Powers

of the Administrator.  Subject to

the provisions of the Plan, and in the case of a Committee, subject to the

specific duties delegated by the Board to such Committee, the Administrator

shall have the authority, in its discre­tion:




 




(i)                           to

determine the Fair Market Value;




 




(ii)                        to

select the Service Providers to whom Options and Stock Purchase Rights may be

granted hereunder;




(iii)                     to determine the number of shares

of Common Stock to be covered by each Option and Stock Purchase Right granted

hereunder;




 




(iv)                    to

approve forms of agreement for use under the Plan;




 




(v)                       to

determine the terms and conditions, not inconsistent with the terms of the

Plan, of any Option or Stock Purchase Right granted hereunder.  Such terms and conditions include, but are

not limited to, the exercise price, the time or times when Options or Stock

Purchase Rights may be exercised (which may be based on performance criteria),

any vesting acceleration or waiver of forfeiture restrictions, and any

restriction or limitation regarding any Option or Stock Purchase Right or the

shares of Common Stock relating thereto, based in each case on such factors as

the Administrator, in its sole discretion, shall determine;




 




(vi)                    to

reduce the exercise price of any Option or Stock Purchase Right to the then

current Fair Market Value if the Fair Market Value of the Common Stock covered

by such Option or Stock Purchase Right shall have declined since the date the

Option or Stock Purchase Right was granted;




 




(vii)                 to institute an Option Exchange

Program;




 




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(viii)              to construe and interpret the terms of

the Plan and awards granted pursuant to the Plan;




 




(ix)                      to

prescribe, amend and rescind rules and regulations relating to the Plan,

including rules and regulations relating to sub-plans established for the

purpose of satisfying applicable foreign laws;




 




(x)                         to

modify or amend each Option or Stock Purchase Right (subject to

Section 16(c) of the Plan), including the discretionary authority to

extend the post-termination exercisability period of Options longer than is

otherwise provided for in the Plan;




 




(xi)                      to

allow Optionees to satisfy withholding tax obligations by electing to have the

Company withhold from the Shares to be issued upon exercise of an Option or

Stock Purchase Right that number of Shares having a Fair Market Value equal to

the minimum amount required to be withheld. 

The Fair Market Value of the Shares to be withheld shall be determined

on the date that the amount of tax to be withheld is to be determined.  All elections by an Optionee to have Shares

withheld for this purpose shall be made in such form and under such conditions

as the Administrator may deem necessary or advisable;




 




(xii)                   to authorize any person to execute

on behalf of the Company any instru­ment required to effect the grant of an

Option or Stock Purchase Right previously granted by the Administrator;




 




(xiii)                to make all other determinations deemed

necessary or advisable for administering the Plan.




 




(c)                                  Effect

of Administrator’s Decision. 

The Administrator’s decisions, determina­tions and interpretations shall

be final and binding on all Optionees and any other holders of Options or Stock

Purchase Rights.




 




5.                                       Eligibility.  Nonstatutory Stock Options and Stock

Purchase Rights may be granted to Service Providers.  Incentive Stock Options may be granted only to Employees.




 




6.                                       Limitations.




 




(a)                                  Each

Option shall be designated in the Option Agreement as either an Incentive Stock

Option or a Nonstatutory Stock Option. 

However, notwithstanding such designa­tion, to the extent that the

aggregate Fair Market Value of the Shares with respect to which Incentive Stock

Options are exercisable for the first time by the Optionee during any calendar

year (under all plans of the Company and any Parent or Subsidiary) exceeds

$100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),

Incentive Stock Options shall be taken into account in the order in which they

were granted.  The Fair Market Value of

the Shares shall be determined as of the time the Option with respect to such

Shares is granted.




 




(b)                                 Neither

the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee

any right with respect to continuing the Optionee’s relationship as a Service

Provider with the Company, nor shall they interfere in any way with the

Optionee’s right or the Company’s right to terminate such relationship at any

time, with or without cause.




 




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(c)                                  The

following limitations shall apply to grants of Options:




 




(i)                           No

Service Provider shall be granted, in any fiscal year of the Company, Options

to purchase more than 600,000 Shares.




 




(ii)                        In

connection with his or her initial service, a Service Provider may be granted

Options to purchase up to an additional 600,000 Shares, which shall not count

against the limit set forth in subsection (i) above.




 




(iii)                     The foregoing limitations shall be

adjusted proportionately in connection with any change in the Company’s

capitalization as described in Section 14.




 




(iv)                    If

an Option is cancelled in the same fiscal year of the Company in which it was

granted (other than in connection with a transaction described in Section 14),

the cancelled Option will be counted against the limits set forth in

subsections (i) and (ii) above.  For

this purpose, if the exercise price of an Option is reduced, the transaction

will be treated as a cancellation of the Option and the grant of a new Option.




 




7.                                       Term

of Plan.  Subject to Section 20

of the Plan, the Plan shall become effective upon its adoption by the

Board.  It shall continue in effect for

a term of ten (10) years unless terminated earlier under Section 16 of the

Plan.




 




8.                                       Term

of Option.  The term of each Option

shall be stated in the Option Agreement. 

In the case of an Incentive Stock Option, the term shall be ten (10)

years from the date of grant or such shorter term as may be provided in the

Option Agreement.  Moreover, in the case

of an Incentive Stock Option granted to an Optionee who, at the time the

Incentive Stock Option is granted, owns stock representing more than ten

percent (10%) of the total combined voting power of all classes of stock of the

Company or any Parent or Subsidiary, the term of the Incentive Stock Option

shall be five (5) years from the date of grant or such shorter term as may be

provided in the Option Agreement.




 




9.                                       Option

Exercise Price and Consideration.




 




(a)                                  Exercise

Price.  The per share exercise price

for the Shares to be issued pursuant to exercise of an Option shall be

determined by the Administrator, subject to the following:




 




(i)                           In

the case of an Incentive Stock Option




 




(A)                              granted

to an Employee who, at the time the Incentive Stock 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, the per Share

exercise price shall be no less than 110% of the Fair Market Value per Share on

the date of grant.




 




(B)                                granted

to any Employee other than an Employee described in paragraph (A) immediately

above, the per Share exercise price shall be no less than 100% of the Fair

Market Value per Share on the date of grant.




 




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(ii)                        In

the case of a Nonstatutory Stock Option, the per Share exercise price shall be

determined by the Administrator.  In the

case of a Nonstatutory Stock Option intended to qualify as “performance-based

compensation” within the meaning of Section 162(m) of the Code, the per

Share exercise price shall be no less than 100% of the Fair Market Value per

Share on the date of grant.




 




(iii)                     Notwithstanding the foregoing,

Options may be granted with a per Share exercise price of less than 100% of the

Fair Market Value per Share on the date of grant pursuant to a merger or other

corporate transaction.




 




(b)                                 Waiting

Period and Exercise Dates.  At the

time an Option is granted, the Administrator shall fix the period within which

the Option may be exercised and shall determine any con­ditions that must be

satisfied before the Option may be exercised.




 




(c)                                  Form

of Consideration.  The Administrator

shall determine the acceptable form of consideration for exercising an Option,

including the method of payment.  In the

case of an Incentive Stock Option, the Administrator shall determine the

acceptable form of consideration at the time of grant.  Such consideration may consist entirely of:




 




(i)                           cash;




 




(ii)                        check;




 




(iii)                     promissory note;




 




(iv)                    other

Shares which, in the case of Shares acquired directly or indirectly from the

Company, (A) have been owned by the Optionee for more than six (6)

months on the date of surrender, and (B) have a Fair Market Value on the

date of surrender equal to the aggregate exercise price of the Shares as to

which said Option shall be exercised;




 




(v)                       consideration

received by the Company under a cashless exercise program implemented by the

Company in connection with the Plan;




 




(vi)                    a

reduction in the amount of any Company liability to the Optionee, including any

liability attributable to the Optionee’s participation in any Company-sponsored

deferred compensation program or arrangement;




 




(vii)                 any combination of the foregoing

methods of payment; or




 




(viii)              such other consideration and method of

payment for the issuance of Shares to the extent permitted by Applicable Laws.




 




10.                                 Exercise

of Option.




 




(a)                                  Procedure

for Exercise; Rights as a Stockholder. 

Any Option granted here­under shall be exercisable according to the

terms of the Plan and at such times and under such conditions as determined by

the Administrator and set forth in the Option Agreement.  Unless the




 




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Administrator provides

otherwise, vesting of Options granted hereunder shall be suspended during any

unpaid leave of absence.  An Option may

not be exercised for a fraction of a Share.




 




An Option shall be

deemed exercised when the Company receives: (i) written or electronic

notice of exercise (in accordance with the Option Agreement) from the person

entitled to exercise the Option, and (ii) full payment for the Shares with

respect to which the Option is exercised. 

Full payment may consist of any consideration and method of payment

authorized by the Administrator and permitted by the Option Agreement and the

Plan.  Shares issued upon exercise of an

Option shall be issued in the name of the Optionee or, if requested by the

Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by

the appropriate entry on the books of the Company or of a duly authorized

transfer agent of the Company), no right to vote or receive dividends or any

other rights as a stockholder shall exist with respect to the Optioned Stock,

notwithstanding the exercise of the Option. 

The Company shall issue (or cause to be issued) such Shares promptly

after the Option is exercised.  No

adjustment will be made for a dividend or other right for which the record date

is prior to the date the Shares are issued, except as provided in

Section 14 of the Plan.




 




Exercising an

Option in any manner shall decrease the number of Shares thereafter available,

both for purposes of the Plan and for sale under the Option, by the number of

Shares as to which the Option is exercised.




 




(b)                                 Termination

of Relationship as a Service Provider. 

If an Optionee ceases to be a Service Provider, other than upon the

Optionee’s death or Disability, the Optionee may exercise his or her Option

within such period of time as is specified in the Option Agreement to the

extent that the Option is vested on the date of termination (but in no event

later than the expiration of the term of such Option as set forth in the Option

Agreement).  In the absence of a

specified time in the Option Agreement, the Option shall remain exercisable for

three (3) months following the Optionee’s termination.  If, on the date of termination, the Optionee

is not vested as to his or her entire Option, the Shares covered by the

unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not

exercise his or her Option within the time specified by the Administrator, the

Option shall terminate, and the Shares covered by such Option shall revert to

the Plan.




 




(c)                                  Disability

of Optionee.  If an Optionee ceases

to be a Service Provider as a result of the Optionee’s Disability, the Optionee

may exercise his or her Option within such period of time as is specified in

the Option Agreement to the extent the Option is vested on the date of termi­nation

(but in no event later than the expiration of the term of such Option as set

forth in the Option Agreement).  In the

absence of a specified time in the Option Agreement, the Option shall remain

exercisable for twelve (12) months following the Optionee’s termination.  If, on the date of termina­tion, the

Optionee is not vested as to his or her entire Option, the Shares covered by

the unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not

exercise his or her Option within the time specified herein, the Option shall

terminate, and the Shares covered by such Option shall revert to the Plan.




 




(d)                                 Death

of Optionee.  If an Optionee dies

while a Service Provider, the Option may be exercised following the Optionee’s

death within such period of time as is specified in the Option Agreement to the

extent that the Option is vested on the date of death (but in no event may




 




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the option be exercised

later than the expiration of the term of such Option as set forth in the Option

Agreement), by the Optionee’s designated beneficiary, provided such beneficiary

has been designated prior to Optionee’s death in a form acceptable to the

Administrator.  If no such beneficiary

has been designated by the Optionee, then such Option may be exercised by the

personal representative of the Optionee’s estate or by the person(s) to whom

the Option is transferred pursuant to the Optionee’s will or in accordance with

the laws of descent and distribution. 

In the absence of a specified time in the Option Agreement, the Option

shall remain exercisable for twelve (12) months following Optionee’s death.  If, at the time of death, Optionee is not

vested as to his or her entire Option, the Shares covered by the unvested

portion of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the

time specified herein, the Option shall terminate, and the Shares covered by

such Option shall revert to the Plan.




 




11.                                 Stock

Purchase Rights.




 




(a)                                  Rights

to Purchase.  Stock Purchase Rights

may be issued either alone, in addition to, or in tandem with other awards

granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it

will offer Stock Purchase Rights under the Plan, it shall advise the offeree in

writing or electronically, by means of a Notice of Grant, of the terms,

conditions and restrictions related to the offer, includ­ing the number of

Shares that the offeree shall be entitled to purchase, the price to be paid,

and the time within which the offeree must accept such offer.  The offer shall be accepted by execution of

a Restricted Stock Purchase Agreement in the form determined by the

Administrator.




 




(b)                                 Repurchase

Option.  Unless the Administrator

determines otherwise, the Restricted Stock Purchase Agreement shall grant the

Company a repurchase option exercisable upon the voluntary or involuntary

termination of the purchaser’s service with the Company for any reason

(including death or Disability).  The

purchase price for Shares repurchased pursuant to the Restricted Stock Purchase

Agreement shall be the original price paid by the purchaser and may be paid by

cancellation of any indebtedness of the purchaser to the Company.  The repurchase option shall lapse at a rate

determined by the Administrator.




 




(c)                                  Other

Provisions.  The Restricted Stock

Purchase Agreement shall contain such other terms, provisions and conditions

not inconsistent with the Plan as may be determined by the Administrator in its

sole discretion.




 




(d)                                 Rights

as a Stockholder.  Once the Stock

Purchase Right is exercised, the purchaser shall have the rights equivalent to

those of a stockholder, and shall be a stockholder when his or her purchase is

entered upon the records of the duly authorized transfer agent of the

Company.  No adjustment will be made for

a dividend or other right for which the record date is prior to the date the

Stock Purchase Right is exercised, except as provided in Section 14 of the

Plan.




 




12.                                 Transferability

of Options and Stock Purchase Rights. 

Unless determined otherwise by the Administrator, an Option or Stock

Purchase Right 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 Optionee, only by

the Optionee.  If the Administrator

makes an Option or Stock




 




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Purchase Right transferable, such Option or Stock

Purchase Right shall contain such additional terms and conditions as the

Administrator deems appropriate.




 




13.                                 Formula

Option Grants to Outside Directors. 

All grants of Options to Outside Directors pursuant to this Section

shall be automatic and nondiscretionary and shall be made strictly in

accordance with the following provisions:




 




(a)                                  All

Options granted pursuant to this Section shall be Nonstatutory Stock Options

and, except as otherwise provided herein, shall be subject to the other terms

and conditions of the Plan.




 




(b)                                 No

person shall have any discretion to select which Outside Directors shall be

granted Options under this Section or to determine the number of Shares to be

covered by such Options.




 




(c)                                  Each

person who first becomes an Outside Director following the effective date of

this Plan, as determined in accordance with Section 7 hereof, shall be

auto­matically granted an Option to purchase [5,000] Shares (the “First

Option”) or the date on which such person first becomes an Outside Director,

whether through election by the stock­holders of the Company or appointment by

the Board to fill a vacancy; provided, however, that an Inside Director who

ceases to be an Inside Director but who remains a Director shall not receive a

First Option.




 




(d)                                 Each

Outside Director shall be automatically granted an Option to purchase

5,000 Shares (a “Subsequent Option”) on the date of each Annual Meeting of

Stockholders beginning with the 2002 Annual Meeting.




 




(e)                                  Notwithstanding

the provisions of subsections (c) and (d) hereof, any exercise of an

Option granted before the Company has obtained stockholder approval of the Plan

in accordance with Section 20 hereof shall be conditioned upon obtaining

such stock­holder approval of the Plan in accordance with Section 20

hereof.




 




(f)                                    The

terms of each Option granted pursuant to this Section shall be as follows:




 




(i)                           the

term of the Option shall be ten (10) years.




 




(ii)                        the

exercise price per Share shall be 85% of the Fair Market Value per Share on the

date of grant of the Option.




 




(iii)                     subject to Section 14 hereof,

the First Option shall vest and become exercisable immediately.




 




(iv)                    subject

to Section 14 hereof, the Subsequent Option shall vest and become

exercisable immediately.




 




14.                                 Adjustments

Upon Changes in Capitalization, Merger or Change in Control.




 




(a)                                  Changes

in Capitalization.  Subject to any

required action by the stockholders of the Company, the number of shares of

Common Stock that have been authorized for issuance




 




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under the Plan but as to

which no Options or Stock Purchase Rights have yet been granted or which have

been returned to the Plan upon cancellation or expiration of an Option or Stock

Purchase Right, the number of Shares that may be added annually to the Plan

pursuant to Section 3(i), the number of shares which may be granted

pursuant to the automatic grant provisions of Section 13 and the number of

shares of Common Stock as well as the price per share of Common Stock covered

by each such outstanding Option or Stock Purchase Right, shall be

proportionately adjusted for any increase or decrease in the number of issued

shares of Common Stock resulting from a stock split, reverse stock split, stock

dividend, combination or reclassification of the Common Stock, or any other

increase or decrease in the number of issued shares of Common Stock effected

without receipt of consideration by the Company; provided, however, that

conversion of any convertible securities of the Company shall not be deemed to

have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board,

whose determination in that respect shall be final, binding and

conclusive.  Except as expressly

provided herein, no issuance by the Company of shares of stock of any class, or

securities convertible into shares of stock of any class, shall affect, and no

adjust­ment by reason thereof shall be made with respect to, the number or

price of shares of Common Stock subject to an Option or Stock Purchase Right.




 




(b)                                 Dissolution

or Liquidation.  In the event of the

proposed dissolution or liquida­tion of the Company, the Administrator shall

notify each Optionee as soon as practicable prior to the effective date of such

proposed transaction.  The Administrator

in its discretion may provide for an Optionee to have the right to exercise his

or her Option until ten (10) days prior to such transaction as to all of the

Optioned Stock covered thereby, including Shares as to which the Option would

not otherwise be exercisable.  In

addition, the Administrator may provide that any Company repurchase option

applicable to any Shares purchased upon exercise of an Option or Stock Purchase

Right shall lapse as to all such Shares, provided the proposed dissolution or

liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously

exercised, an Option or Stock Purchase Right will terminate immediately prior

to the consummation of such proposed action.




 




(c)                                  Merger

or Change in Control.  In the event

of a merger of the Company with or into another corporation, or a Change in

Control, each outstanding Option and Stock Purchase Right shall be assumed or

an equivalent option or right substituted by the successor corporation or a

Parent or Subsidiary of the successor corporation.  With respect to Options granted to an Outside Director pursuant

to Section 13 that are assumed or substituted for, if following such assumption

or substitution the Optionee’s status as a Director or a director of the

successor corporation, as applicable, is terminated other than upon a voluntary

resignation by the Optionee, then the Optionee shall fully vest in and have the

right to exercise the Option as to all of the Optioned Stock, including Shares

as to which it would not otherwise be vested or exercisable.




 




In the event that

the successor corporation refuses to assume or substitute for the Option or

Stock Purchase Right, the Optionee shall fully vest in and have the right to

exercise the Option or Stock Purchase Right as to all of the Optioned Stock,

including Shares as to which it would not otherwise be vested or exercisable.  If an Option or Stock Purchase Right becomes

fully vested and exercisable in lieu of assumption or substitution in the event

of a merger or sale of assets, the Administrator shall notify the Optionee in

writing or electronically that the Option or Stock Purchase Right shall be

fully vested and exercisable for a period of fifteen (15) days from the date of




 




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such notice, and the

Option or Stock Purchase Right shall terminate upon the expiration of such

period.




 




For the purposes

of this subsection (c), the Option or Stock Purchase Right shall be considered

assumed if, following the merger or Change in Control, the option or right

confers the right to purchase or receive, for each Share of Optioned Stock

subject to the Option or Stock Purchase Right immediately prior to the merger

or Change in Control, the consideration (whether stock, cash, or other

securities or property) received in the merger or Change in Control by holders

of Common Stock for each Share held on the effective date of the transaction

(and if holders were offered a choice of consideration, the type of

consideration chosen by the holders of a majority of the outstanding Shares);

provided, however, that if such consideration received in the merger or Change

in Control is not solely common stock of the successor corporation or its

Parent, the Administrator may, with the consent of the successor corporation,

provide for the consideration to be received upon the exercise of the Option or

Stock Purchase Right, for each Share of Optioned Stock subject to the Option or

Stock Purchase Right, to be solely common stock of the successor corporation or

its Parent equal in fair market value to the per share consideration received

by holders of Common Stock in the merger or Change in Control.




 




15.                                 Date

of Grant.  The date of grant of an

Option or Stock Purchase Right shall be, for all purposes, the date on which

the Administrator makes the determination granting such Option or Stock

Purchase Right, or such other later date as is determined by the

Administrator.  Notice of the

determination shall be provided to each Optionee within a reasonable time after

the date of such grant.




 




16.                                 Amendment

and Termination of the Plan.




 




(a)                                  Amendment

and Termination.  The Board may at

any time amend, alter, suspend or terminate the Plan.




 




(b)                                 Stockholder

Approval.  The Company shall obtain

stockholder approval of any Plan amendment to the extent necessary and

desirable to comply with Applicable Laws.




 




(c)                                  Effect

of Amendment or Termination.  No

amendment, alteration, suspension or termination of the Plan shall impair the

rights of any Optionee, unless mutually agreed otherwise between the Optionee

and the Administrator, which agreement must be in writing and signed by the

Optionee and the Company.  Termination

of the Plan shall not affect the Administrator’s ability to exercise the powers

granted to it hereunder with respect to Options granted under the Plan prior to

the date of such termination.




 




17.                                 Conditions

Upon Issuance of Shares.




 




(a)                                  Legal

Compliance.  Shares shall not be

issued pursuant to the exercise of an Option or Stock Purchase Right unless the

exercise of such Option or Stock Purchase Right and the issuance and delivery

of such Shares shall comply with Applicable Laws and shall be further subject to

the approval of counsel for the Company with respect to such compliance.




 




(b)                                 Investment

Representations.  As a condition to

the exercise of an Option or Stock Purchase Right, the Company may require the

person exercising such Option or Stock




 




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Purchase Right 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.




 




18.                                 Inability

to Obtain Authority.  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.




 




19.                                 Reservation

of Shares.  The Company, during the

term of this Plan, will at all times reserve and keep available such number of

Shares as shall be sufficient to satisfy the requirements of the Plan.




 




20.                                 Stockholder

Approval.  The Plan shall be subject

to approval by the stockholders of the Company within twelve (12) months after

the date the Plan is adopted.  Such

stockholder approval shall be obtained in the manner and to the degree required

under Applicable Laws.




 




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