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Exhibit 10.3  


 
 

DITECH COMMUNICATIONS CORPORATION    
    
    1998 STOCK OPTION PLAN    
  


ADOPTED BY THE BOARD OF DIRECTORS OCTOBER 15, 1998

APPROVED BY THE STOCKHOLDERS NOVEMBER 6, 1998

AMENDED AND RESTATED APRIL 21, 1999

AMENDED BY THE BOARD OF DIRECTORS JULY 6, 2000

AMENDMENT APPROVED BY STOCKHOLDERS SEPTEMBER 22, 2000

AMENDED BY THE BOARD OF DIRECTORS NOVEMBER 22, 2000

(STOCKHOLDER APPROVAL NOT REQUIRED FOR AMENDMENT)

AMENDED BY THE BOARD OF DIRECTORS JUNE 6, 2002

AMENDMENT APPROVED BY STOCKHOLDERS SEPTEMBER 20, 2002

AMENDED BY THE BOARD OF DIRECTORS NOVEMBER 15, 2002

(STOCKHOLDER APPROVAL NOT REQUIRED FOR AMENDMENT)  


1. Purposes.  


        (a)  The
purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company, and its Affiliates, may be given an
opportunity to purchase stock of the Company. 


        (b)  The
Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company or its Affiliates, to
secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 


        (c)  The
Company intends that the Options issued under the Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan
has been delegated pursuant to subsection 3(c), be either Incentive Stock Options or Nonstatutory Stock Options. All Options shall be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and in such form as issued pursuant to Section 6, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of
Option. 


2. Definitions.  


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


        (b)  "Board" means the Board of Directors of the Company. 


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


        (d)  "Committee" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan. 


        (e)  "Company" means Ditech Communications Corporation, a Delaware corporation. 



        (f)    "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services
and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company
for their services as Directors. 


        (g)  "Continuous Status as an Employee, Director or Consultant" means that the service of an individual to the Company,
whether as an Employee, Director or Consultant, is not interrupted or terminated. The Board or the chief executive officer of the Company may determine, in that party's 





 




sole discretion, whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief
executive officer of the Company, including sick leave, military leave, or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors. 



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


        (i)    "Director" means a member of the Board. 


        (j)    "Employee" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company.
Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. 


        (k)  "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        (l)    "Fair Market Value" means, as of any date, the value of the common stock of the Company determined as follows: 



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


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



        (3)  Prior
to the Listing Date, the value of the common stock shall be determined in a manner consistent with Section 260.140.50 of Title 10 of the California Code of
Regulations. 




        (m)  "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. 


        (n)  "Listing Date" means the first date upon which any security of the Company is listed (or approved for listing) upon
notice of issuance on any securities exchange, or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if such securities
exchange or interdealer quotation system has been certified in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968. 


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


        (p)  "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


        (q)  "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. 


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        (r)  "Option" means a stock option granted pursuant to the Plan. 


        (s)  "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of
an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 


        (t)    "Optionee" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who
holds an outstanding Option. 


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


        (v)  "Plan" means this 1998 Stock Option Plan. 


        (w)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3 as in effect with respect to the Company at the time discretion is being exercised regarding the Plan. 


        (x)  "Securities Act" means the Securities Act of 1933, as amended. 



3. Administration.  


        (a)  The
Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c). 


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



        (1)  To
determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; whether an Option will
be an Incentive Stock
Option or a Nonstatutory Stock Option; the provisions of each Option granted (which need not be identical), including the time or times such Option may be exercised in whole or in part; and the number
of shares for which an Option shall be granted to each such person. 


        (2)  To
effect, at any time and from time to time, with the consent of any adversely affected Optionee, (i) the reduction of the exercise price of any outstanding
Option under the Plan, (ii) the cancellation of any outstanding Option under the Plan and the grant in substitution therefor of (A) a new Option under the Plan covering the same or a
different number of shares of common stock, (B) a stock bonus, (C) the right to acquire restricted stock, and/or (D) cash, or (iii) any other action that is treated as a
repricing under generally accepted accounting principles. 


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


        (4)  To
amend the Plan or an Option as provided in Section 11. 


        (5)  Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company. 




        (c)  The
Board may delegate administration of the Plan to a committee of the Board composed of not fewer than two (2) members (the "Committee"), all of the members of
which Committee may be, 


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in the discretion of the Board, Non-Employee Directors and/or Outside Directors. If administration is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside Directors any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.
Additionally, prior to the Listing Date, and notwithstanding anything to the contrary contained herein, the Board may delegate administration of the Plan to any person or persons and the term
"Committee" shall apply to any person or persons to whom such authority has been delegated. Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate
to a committee of one or more members of the Board the authority to grant Options to eligible persons who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are
either (i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option, or (ii) not persons with respect to
whom the Company wishes to comply with Section 162(m) of the Code. 



4. Shares Subject To The Plan.  


        (a)  Subject
to the provisions of Section 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to Options shall not exceed in the
aggregate three million eight hundred fifty-six thousand eighty-two (3,856,082) shares of the Company's common stock. If any Option shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in full, the stock not purchased under such Option shall revert to and again become available for issuance under the Plan. 



        (b)  The
stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 


5. Eligibility.  


        (a)  Incentive
Stock Options may be granted only to Employees. Nonstatutory Stock Options may be granted only to Employees, Directors or Consultants. 


        (b)  No
person shall be eligible for the grant of an Option if, at the time of grant, such person owns (or is deemed to own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates unless the exercise price of such Option is at least
one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 


        (c)  Subject
to the provisions of Section 10 relating to adjustments upon changes in stock, no person shall be eligible to be granted Options covering more than four
hundred thousand (400,000) shares of the Company's common stock in any calendar year. This subsection 5(c) shall not apply prior to the Listing Date and, following the Listing Date, shall not apply
until (i) the earliest of: (A) the first material modification of the Plan (including any increase to the number of shares reserved for issuance under the Plan in accordance with
Section 4); (B) the issuance of all of the shares of common stock reserved for issuance under the Plan; (C) the expiration of the Plan; or (D) the first meeting of
shareholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security
under Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. 


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6. Option Provisions.  


        Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 



        (a)    Term.    No Option shall be exercisable after the expiration of ten (10) years from the date it was
granted. 


        (b)    Price.    The exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%)
of the Fair Market Value of the stock subject to the Option on the date the Option is granted; the exercise price of each Nonstatutory Stock Option shall be not less than eighty-five
percent (85%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a
Nonstatutory Stock Option) may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of Section 424(a) of the Code. 


        (c)    Consideration.    The purchase price of stock acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board or the Committee, at the time of the
grant of the Option, (A) by delivery to the Company of other common stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting
the generality of the foregoing, the use of other common stock of the Company) with the person to whom the Option is granted or to whom the Option is transferred pursuant to subsection 6(d), or
(C) in any other form of legal consideration that may be acceptable to the Board. 


        In
the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at not less than the minimum rate of interest necessary to avoid the
treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. 


        (d)    Transferability.    An Option shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom the Option is granted
only by such person. A Nonstatutory Stock Option granted after the Listing Date shall only be transferable by the Optionee upon such terms and conditions as are set forth in the Option Agreement for
such Nonstatutory Stock Option, as the Board or the Committee shall determine in its discretion. The person to whom the Option is granted may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. 



        (e)    Vesting.    The total number of shares of stock subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option
became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised. 


        Notwithstanding
the foregoing, Options granted prior to the Listing Date shall provide for vesting of at least twenty percent (20%) per year of the total number of shares subject to the
Option; provided,  


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 however, that an Option granted to an officer, director or consultant (within the meaning of Section 260.140.41 of Title 10 of the California Code of Regulations) prior
to the Listing Date may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company or of any of its
Affiliates. 


        (f)    Securities Law Compliance.    The Company may require any Optionee, or any person to whom an Option is
transferred under subsection 6(d), as a condition of exercising any such Option, (1) to give written assurances satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (2) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the Option for such person's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act, or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may require the Optionee to provide such other representations, written assurances or information which the Company
shall determine is necessary, desirable or appropriate to comply with applicable securities and other laws as a condition of granting an Option to such Optionee or permitting the Optionee to exercise
such Option. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the stock. 


        (g)    Termination of Employment or Relationship as a Director or Consultant.    In the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled
to exercise it as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionee's
Continuous Status as an Employee, Director or Consultant, or such longer or shorter period specified in the Option Agreement, which for Options granted prior to the Listing Date shall not be less than
thirty (30) days, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance
under the Plan. 


        (h)    Disability of Optionee.    In the event an Optionee's Continuous Status as an Employee, Director or Consultant
terminates as a result of the Optionee's disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement, which
for Options granted prior to the Listing Date shall not be less than six (6) months), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the
date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for
issuance under 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 and again become available for issuance under the Plan. 


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        (i)    Death of Optionee.    In the event of the death of an Optionee during, or within a period specified in the
Option Agreement after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the
Option as of the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the
Optionee's death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter
period specified in the Option Agreement, which for Options granted prior to the Listing Date shall not be less than six (6) months), or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall
revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the Plan. 


        (j)    Early Exercise.    The Option may, but need not, include a provision whereby the Optionee may elect at any time
while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased
shall be subject to a repurchase right in favor of the Company, with the repurchase price to be equal to the original purchase price of the stock, or to any other restriction the Board determines to
be appropriate; provided, however, that for Options granted prior to the Listing Date (i) the right to repurchase at the original purchase price
shall lapse at a minimum rate of twenty percent (20%) per year over five (5) years from the date the Option was granted, and (ii) such right shall be exercisable only within
(A) the ninety (90) day period following the termination of employment or the relationship as a Director or Consultant, or (B) such longer period as may be agreed to by the
Company and the Optionee (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code (regarding "qualified small business stock")), and (iii) such right
shall be exercisable only for cash or cancellation of purchase money indebtedness for the shares. Notwithstanding the foregoing, shares received on exercise of an Option by an officer, director or
consultant (within the meaning of Section 260.140.41 of Title 10 of the California Code of Regulations) may be subject to additional or greater restrictions. 


        (k)    Right of First Refusal.    The Option may, but need not, include a provision whereby the Company may elect,
prior to the Listing Date, to exercise a right of first refusal following receipt of notice from the Optionee of the intent to transfer all or any part of the shares exercised pursuant to the Option.
Except as expressly provided in this subsection 6(k), such right of first refusal shall otherwise comply with the provisions of the Bylaws of the Company. 


        (l)    Withholding.    To the extent provided by the terms of an Option Agreement, the Optionee may satisfy any
federal, state or local tax withholding obligation relating to the exercise of such Option by any of the following means or by a combination of such means: (1) tendering a cash payment;
(2) authorizing the Company to withhold shares from the shares of the common stock otherwise issuable to the Optionee as a result of the exercise of the Option; or (3) delivering to the
Company owned and unencumbered shares of the common stock of the Company. 


7. Covenants Of The Company.  


        (a)  During
the terms of the Options, the Company shall keep available at all times the number of shares of stock required to satisfy such Options. 


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


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


8. Use Of Proceeds From Stock.  


        Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company. 



9. Miscellaneous.  


        (a)  The
Board shall have the power to accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest pursuant
to subsection 6(e), notwithstanding the provisions in the Option stating the time at which it may first be exercised or the time during which it will vest. 


        (b)  Neither
an Optionee nor any person to whom an Option is transferred under subsection 6(d) shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise of the Option pursuant to its terms. 



        (c)  Prior
to the Listing Date, to the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall deliver financial
statements to Optionees at least annually. This subsection 9(c) shall not apply to key employees whose duties in connection with the Company assure them access to equivalent information. 


        (d)  Nothing
in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Employee, Director, Consultant or Optionee any right to continue
in the employ of the Company or any Affiliate (or to continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee,
with or without cause, to remove any Director as provided in the Company's Bylaws and the provisions of the corporate law of the state in which the Company or the Affiliate, as the case may be, is
incorporated, or to terminate the relationship of any Consultant subject to the terms of that Consultant's agreement with the Company or Affiliate to which such Consultant is providing services. 


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


10. Adjustments Upon Changes In Stock.  


        (a)  If
any change is made in the stock subject to the Plan, or subject to any Option (through merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of
securities subject to award to any person during any calendar year pursuant to subsection 5(c), and the outstanding Options will be appropriately adjusted in the type(s) and number of securities and
price per share of stock subject to such outstanding Options. Such adjustments shall be made by the Board or Committee, the determination of 


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which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the
Company.") 


        (b)  In
the event of: (1) a dissolution, liquidation, or sale of all or substantially all of the assets of the Company; (2) a merger or consolidation in which
the Company is not the surviving corporation; or (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then: (i) any surviving or acquiring corporation shall
assume Options outstanding under the Plan or shall substitute similar options (including an option to acquire the same consideration paid to shareholders in the transaction described in this
subsection 10(b)) for those outstanding under the Plan, or (ii) in the event any surviving or acquiring corporation refuses to assume such Options or to substitute similar options for those
outstanding under the Plan, (A) with respect to Options held by persons then performing services as Employees, Directors or Consultants, the vesting of such Options and the time during which
such Options may be exercised shall be accelerated prior to such event and the Options terminated if not exercised after such acceleration and at or prior to such event, and (B) with respect to
any other Options outstanding under the Plan, such Options shall be terminated if not exercised prior to such event. 



11. Amendment Of The Plan and Options.  


        (a)  The
Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 10 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the shareholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will: 



        (1)  Increase
the number of shares reserved for Options under the Plan; 



        (2)  Modify
the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to satisfy
the requirements of Section 422 of the Code); or 


        (3)  Modify
the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy the requirements of Section 422 of the Code
or to comply with applicable stock exchange listing requirements. 




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


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


        (d)  Rights
and obligations under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests
the consent of the person to whom the Option was granted and (ii) such person consents in writing. 


        (e)  The
Board at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the
rights and obligations under any Option shall not be impaired by 


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any such amendment unless (i) the Company requests the consent of the person to whom the Option was granted and (ii) such person consents in writing. 


12. Termination Or Suspension Of The Plan.  


        (a)  The
Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on October 14, 2008, which shall be within ten
(10) years from the date the Plan is adopted by the Board or approved by the shareholders of the Company, whichever is earlier. No Options may be granted under the Plan while the Plan is
suspended or after it is terminated. 


        (b)  Rights
and obligations under any Option granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the written
consent of the person to whom the Option was granted. 


13. Effective Date Of Plan.  


        The Plan shall become effective as determined by the Board, but no Options granted under the Plan shall be exercised unless and until the Plan has been approved
by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 


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DITECH COMMUNICATIONS CORPORATION 1998 STOCK OPTION PLAN