exv10w2a



 







Exhibit 10.2A




OMNITURE, INC.

(formerly known as MyComputer.com, Inc.)




1999 EQUITY INCENTIVE PLAN




As Adopted on August 1, 1999

As Amended on March 1, 2000

As Amended on July 31, 2003

As Amended on October 27, 2004

As Amended on December 16, 2004

As Amended on February 22, 2006




     1. Purpose. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of
the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the
Company’s future performance through awards of Options and Restricted Stock. Capitalized terms not
defined in the text are defined in Section 22 hereof. This Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act.



     2. Shares Subject to the Plan.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 17 hereof, the total
number of Shares reserved and available for grant and issuance pursuant to this Plan will be
22,631,737 Shares. Subject to Sections 2.2, 5.10 and 17 hereof, Shares subject to Awards
previously granted will again be available for grant and issuance in connection with future Awards
under this Plan to the extent such Shares: (i) cease to be subject to issuance upon exercise of an
Option, other than due to exercise of such Option; (ii) are subject to an Award granted hereunder
but the Shares subject to such Award are forfeited or repurchased by the Company at the original
issue price; or (iii) are subject to an Award that otherwise terminates without Shares being
issued. At all times the Company will reserve and keep available a sufficient number of Shares as
will be required to satisfy the requirements of all Awards granted and outstanding under this Plan.



          2.2 Adjustment of Shares. In the event that the number of outstanding shares of the
Company’s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the
Company without consideration, then (i) the number of Shares reserved for issuance under this Plan,
(ii) the Exercise Prices of and number of Shares subject to outstanding Options and (iii) the
Purchase Prices of and number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of a Share will not
be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or
will be rounded down to the nearest whole Share, as determined by the Committee; and provided,
further, that the Exercise Price of any Option may not be decreased to below the par value, if any,
of the Shares.



     3. Eligibility. ISOs (as defined in Section 5 hereof) may be granted only to
employees (including officers and directors who are also employees) of the Company or of a Parent
or



 









 




Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted Stock Awards
may be granted to employees, officers and directors of the Company or any Parent or Subsidiary of
the Company; provided such consultants render bona fide services not in connection with the offer
and sale of securities in a capital-raising transaction. A person may be granted more than one
Award under this Plan.




     4. Administration.



          4.1 Committee Authority. This Plan will be administered by the Committee or the Board
if no Committee is created by the Board. Subject to the general purposes, terms and conditions of
this Plan, and to the direction of the Board, the Committee will have full power to implement and
carry out this Plan. Without limitation, the Committee will have the authority to:



               (a) construe and interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan;



               (b) prescribe, amend and rescind rules and regulations relating to this Plan;



               (c) approve persons to receive Awards;



               (d) determine the form and terms of Awards;



               (e) determine the number of Shares or other consideration subject to Awards;



               (f) determine whether Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or awards under any other
incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;



               (g) grant waivers of any conditions of this Plan or any Award;



               (h) determine the terms of vesting, exercisability and payment of Awards;



               (i) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any
Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement;



               (j) determine whether an Award has been earned;



               (k) make all other determinations necessary or advisable for the administration of this Plan;
and



               (l) extend the vesting period beyond a Participant’s Termination Date.



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          4.2 Committee Discretion. Unless in contravention of any express terms of this Plan
or Award, any determination made by the Committee with respect to any Award will be made in its
sole discretion either (i) at the time of grant of the Award, or (ii) subject to Section 5.9
hereof, at any later time. Any such determination will be final and binding on the Company and on
all persons having an interest in any Award under this Plan. The Committee may delegate to one or
more officers of the Company the authority to grant an Award under this Plan, provided such officer
or officers are members of the Board.



     5. Options. The Committee may grant Options to eligible persons described in Section
3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning
of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the Option may be exercised, and
all other terms and conditions of the Option, subject to the following:



          5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an
Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option
Agreement”), and will be in such form and contain such provisions (which need not be the same for
each Participant) as the Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.



          5.2 Date of Grant. The date of grant of an Option will be the date on which the
Committee makes the determination to grant such Option, unless a later date is otherwise specified
by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the
Participant within a reasonable time after the granting of the Option.



          5.3 Exercise Period. Options may be exercisable immediately but subject to repurchase
pursuant to Section 11 hereof or may be exercisable within the times or upon the events determined
by the Committee as set forth in the Stock Option Agreement governing such Option; provided,
however, that no Option will be exercisable after the expiration of ten (10) years from the date
the Option is granted; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Shareholder”) will
be exercisable after the expiration of five (5) years from the date the ISO is granted. The
Committee also may provide for Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.



          5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted; provided that (i) the Exercise Price of an ISO will not be
less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant
and (ii) the Exercise Price of any ISO granted to a Ten Percent Shareholder will not be less than
one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased must be made in accordance with Section 7 hereof.



          5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a
written stock option exercise agreement (the “Exercise Agreement”) in a form



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approved by the Committee (which need not be the same for each Participant). The Exercise
Agreement will state (i) the number of Shares being purchased, (ii) the restrictions imposed on the
Shares purchased under such Exercise Agreement, if any, and (iii) such representations and
agreements regarding Participant’s investment intent and access to information and other matters,
if any, as may be required or desirable by the Company to comply with applicable securities laws.
Participant shall execute and deliver to the Company the Exercise Agreement together with payment
in full of the Exercise Price, and any applicable taxes, for the number of Shares being purchased.



          5.6 Termination. Subject to earlier termination pursuant to Sections 17 and 18 hereof
and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an
Option will always be subject to the following:



               (a) If the Participant is Terminated for any reason other than death, Disability or for Cause,
then the Participant may exercise such Participant’s Options only to the extent that such Options
are exercisable upon the Termination Date or as otherwise determined by the Committee. Such
Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares
calculated as of the Termination Date or such other date determined by the Committee, within three
(3) months after the Termination Date (or within such shorter time period, not less than thirty
(30) days, or within such longer time period, not exceeding five (5) years, after the Termination
Date as may be determined by the Committee, with any exercise beyond three (3) months after the
Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of the
Options.



               (b) If the Participant is Terminated because of Participant’s death or Disability (or the
Participant dies within three (3) months after a Termination other than for Cause), then
Participant’s Options may be exercised only to the extent that such Options are exercisable by
Participant on the Termination Date or as otherwise determined by the Committee. Such options must
be exercised by Participant (or Participant’s legal representative or authorized assignee), if at
all, as to all or some of the Vested Shares calculated as of the Termination Date or such other
date determined by the Committee, within twelve (12) months after the Termination Date (or within
such shorter time period, not less than six (6) months, or within such longer time period, not
exceeding five (5) years, after the Termination Date as may be determined by the Committee, with
any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any
reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of
the Code, or (ii) twelve (12) months after the Termination Date when the Termination is for
Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO)
but in any event no later than the expiration date of the Options.



               (c) If the Participant is terminated for Cause, then Participant’s Options shall expire on
such Participant’s Termination Date, or at such later time and on such conditions as are determined
by the Committee.



          5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of
Shares that may be purchased on any exercise of an Option, provided that such minimum number will
not prevent Participant from exercising the Option for the full number of Shares for which it is
then exercisable.



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          5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year (under this Plan or under any other incentive stock option plan of the
Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars
($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds One Hundred
Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000)
worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the
amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date (as defined in Section 18 hereof) to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit
will be automatically incorporated herein and will apply to any Options granted after the effective
date of such amendment.



          5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution therefor, provided that
any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the
Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants by a written notice to them; provided, however, that
the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted
under Section 5.4 hereof for Options granted on the date the action is taken to reduce the Exercise
Price; provided, further, that the Exercise Price will not be reduced below the par value of the
Shares, if any.



          5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term
of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or
authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of
the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under
Section 422 of the Code. In no event shall the total number of Shares issued (counting each
reissuance of a Share that was previously issued and then forfeited or repurchased by the Company
as a separate issuance) under the Plan upon exercise of ISOs exceed the total number of Shares
reserved under the Plan pursuant to Section 2.1 hereof (adjusted in proportion to any adjustments
under Section 2.2. hereof) over the term of the Plan.



     6. Restricted Stock. A Restricted Stock Award is an offer by the Company to sell to
an eligible person Shares that are subject to certain specified restrictions. The Committee will
determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase
Price, the restrictions to which the Shares will be subject, and all other terms and conditions of
the Restricted Stock Award, subject to the following:



          6.1 Form of Restricted Stock Award. All purchases under a Restricted Stock Award made
pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase
Agreement”) that will be in such form (which need not be the same for each Participant)



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as the Committee will from time to time approve, and will comply with and be subject to the
terms and conditions of this Plan. The Restricted Stock Award will be accepted by the
Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full payment
for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase
Agreement is delivered to the person. If such person does not execute and deliver the Restricted
Stock Purchase Agreement along with full payment for the Shares to the Company within such thirty
(30) days, then the offer will terminate, unless otherwise determined by the Committee.



          6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Committee and will be at least eighty-five percent (85%) of the
Fair Market Value of the Shares on the date the Restricted Stock Award is granted or at the time
the purchase is consummated, except in the case of a sale to a Ten Percent Shareholder, in which
case the Purchase Price will be one hundred percent (100%) of the Fair Market Value on the date the
Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the
Purchase Price must be made in accordance with Section 7 hereof.



          6.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set
forth in Section 11 hereof.



     7. Payment for Share Purchases.



          7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash
(by check) or, where expressly approved for the Participant by the Committee and where permitted by
law:



               (a) by cancellation of indebtedness of the Company owed to the Participant;



               (b) by surrender of shares that: (i) either (A) have been owned by Participant for more than
six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note has been fully paid with respect
to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all
liens, claims, encumbrances or security interests;



               (c) by tender of a full recourse promissory note having such terms as may be approved by the
Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections
483 and 1274 of the Code; provided, however, that Participants who are not employees or directors
of the Company will not be entitled to purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares; provided, further, that the portion of the
Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares, if any,
must be paid in cash or other legal consideration permitted by applicable law;



               (d) by waiver of compensation due or accrued to the Participant from the Company for services
rendered;



               (e) with respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists:



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                    (i) through a “same day sale” commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant
irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the total Exercise Price directly to the Company; or



                    (ii) through a “margin” commitment from the Participant and an NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the
NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the
total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares
to forward the total Exercise Price directly to the Company; or



               (f) by any combination of the foregoing.



          7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the
Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the
Company of a third-party loan to the Participant.



     8. Withholding Taxes.



          8.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards
granted under this Plan, the Company may require the Participant to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount
sufficient to satisfy federal, state, and local withholding tax requirements.



          8.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount required to be withheld,
the Committee may in its sole discretion allow the Participant to satisfy the minimum withholding
tax obligation by electing to have the Company withhold from the Shares to be issued that minimum
number of Shares having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined; but in no event
will the Company withhold Shares if such withholding would result in adverse accounting
consequences to the Company. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the Committee for such
elections and be in writing in a form acceptable to the Committee.



     9. Privileges of Stock Ownership.



          9.1 Voting and Dividends. No Participant will have any of the rights of a shareholder
with respect to any Shares until the Shares are issued to the Participant. After Shares are issued
to the Participant, the Participant will be a shareholder and have all the rights of a shareholder
with respect to such Shares, including the right to vote and receive all dividends or other



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distributions made or paid with respect to such Shares; provided, that if such Shares are
Restricted Stock, then any new, additional or different securities the Participant may become
entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any
other change in the corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to
Section 11 hereof.



          9.2 Financial Statements. The Company will provide financial statements to each
Participant when and if required by applicable law.



     10. Transferability. Awards granted under this Plan, and any interest therein, will
not be transferable or assignable by Participant, other than by will or by the laws of descent and
distribution, and may not be made subject to execution, attachment or similar process. During the
lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s
legal representative and any elections with respect to an Award may be made only by the Participant
or Participant’s legal representative.



     11. Restrictions on Shares.



          11.1 Right of First Refusal. At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Award Agreement a right of first refusal to
purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a
third party, unless otherwise not permitted by applicable law, provided that such right of first
refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an
effective registration statement filed under the Securities Act.



          11.2 Right of Repurchase. At the discretion of the Committee, the Company may reserve
to itself and/or its assignee(s) in the Award Agreement a right to repurchase Unvested Shares held
by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by
the Participant following such Participant’s Termination at any time within the later of ninety
(90) days after the Participant’s Termination Date and the date the Participant purchases Shares
under the Plan at the Participant’s Exercise Price or Purchase Price, as the case may be.



     12. Certificates. All certificates for Shares or other securities delivered under
this Plan will be subject to such stock transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any applicable federal,
state or foreign securities law, or any rules, regulations and other requirements of the SEC or any
stock exchange or automated quotation system upon which the Shares may be listed or quoted.



     13. Escrow; Pledge of Shares. To enforce any restrictions on a Participant’s Shares
set forth in Section 11 hereof, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other instruments of transfer
approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated
by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee
may cause a legend or legends referencing such restrictions to be placed on the certificates. Any
Participant who is permitted to execute a promissory note as partial or full consideration for the



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purchase of Shares under this Plan will be required to pledge and deposit with the Company all
or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation
to the Company under the promissory note; provided, however, that the Committee may require or
accept other or additional forms of collateral to secure the payment of such obligation and, in any
event, the Company will have full recourse against the Participant under the promissory note
notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any
pledge of the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve.



     14. Exchange and Buyout of Awards. The Committee may, at any time or from time to
time, authorize the Company, with the consent of the respective Participants, to issue new Awards
in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may
at any time buy from a Participant an Award previously granted with payment in cash, shares of
Common Stock of the Company (including Restricted Stock) or other consideration, based on such
terms and conditions as the Committee and the Participant may agree.



     15. Securities Law and Other Regulatory Compliance. An Award will not be effective
unless such Award is in compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in this Plan, the Company will have no obligation to issue or deliver certificates
for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable, and/or (ii) compliance with any exemption,
completion of any registration or other qualification of such Shares under any state or federal law
or ruling of any governmental body that the Company determines to be necessary or advisable. The
Company will be under no obligation to register the Shares with the SEC or to effect compliance
with the exemption, registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no liability for any
inability or failure to do so.



     16. No Obligation to Employ. Nothing in this Plan or any Award granted under this
Plan will confer or be deemed to confer on any Participant any right to continue in the employ of,
or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company
or limit in any way the right of the Company or any Parent or Subsidiary of the Company to
terminate Participant’s employment or other relationship at any time, with or without Cause.



     17. Corporate Transactions.



          17.1 Assumption or Replacement of Awards by Successor or Acquiring Company. In the
event of (i) a dissolution or liquidation of the Company, (ii) a merger or consolidation in which
the Company is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of the Company or their
relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced
by the successor or acquiring corporation, which assumption, conversion or replacement will be



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binding on all Participants), (iii) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger (other than any
shareholder which merges with the Company in such merger, or which owns or controls another
corporation which merges with the Company in such merger) cease to own their shares or other equity
interests in the Company, or (iv) the sale of all or substantially all of the assets of the
Company, any or all outstanding Awards may be assumed, converted or replaced by the successor or
acquiring corporation (if any), which assumption, conversion or replacement will be binding on all
Participants. In the alternative, the successor or acquiring corporation may substitute equivalent
Awards or provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards). The successor or
acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company
held by the Participant, substantially similar shares or other property subject to repurchase
restrictions and other provisions no less favorable to the Participant than those which applied to
such outstanding Shares immediately prior to such transaction described in this Section 17.1. In
the event such successor or acquiring corporation (if any) does not assume, convert, replace or
substitute Awards, as provided above, pursuant to a transaction described in this Section 17.1,
then Awards will be exercisable to the extent set forth in the applicable Option documents and this
Plan, and if such Options are not exercised prior to the consummation of the corporate transaction,
they shall terminate in accordance with the provisions of this Plan.



          17.2 Other Treatment of Awards. Subject to any greater rights granted to Participants
under the foregoing provisions of this Section 17, in the event of the occurrence of any
transaction described in Section 17.1 hereof, any outstanding Awards will be treated as provided in
the applicable agreement or plan of merger, consolidation, dissolution, liquidation or sale of
assets.



          17.3 Assumption of Awards by the Company. The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in
substitution of such other company’s award or (ii) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award granted under this
Plan. Such substitution or assumption will be permissible if the holder of the substituted or
assumed award would have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company assumes an award
granted by another company, the terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of shares issuable upon exercise of any such
option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the
Company elects to grant a new Option rather than assuming an existing option, such new Option may
be granted with a similarly adjusted Exercise Price.



     18. Adoption and Shareholder Approval. This Plan will become effective on the date
that it is adopted by the Board (the “Effective Date”). This Plan will be approved by the
stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with
applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective
Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (i) no Option may
be exercised prior to initial shareholder approval of this Plan; (ii) no Option granted pursuant to
an increase in the number of Shares approved by the Board shall be exercised prior to the time such
increase has been approved



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by the stockholders of the Company; (iii) in the event that initial shareholder approval is
not obtained within the time period provided herein, all Awards granted hereunder shall be
canceled, any Shares issued pursuant to any Award shall be canceled and any purchase of Shares
issued hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in the number
of Shares approved by the Board which increase is not timely approved by stockholders shall be
canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of
Shares subject to any such Award shall be rescinded.



     19. Term of Plan/Governing Law. Unless earlier terminated as provided herein, this
Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of shareholder
approval. This Plan and all agreements hereunder shall be governed by and construed in accordance
with the laws of the State of Utah.



     20. Amendment or Termination of Plan. Subject to Section 5.9 hereof, the Board may at
any time terminate or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that
the Board will not, without the approval of the stockholders of the Company, amend this Plan in any
manner that requires such shareholder approval pursuant to such provisions of the Code that apply
to ISO plans.



     21. Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the
granting of stock options and other equity awards otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.



     22. Definitions. As used in this Plan, the following terms will have the following
meanings:



     “Award” means any award under this Plan, including any Option or Restricted Stock Award.



     “Award Agreement” means, with respect to each Award, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the Award, including the
Stock Option Agreement and Restricted Stock Agreement.



     “Board” means the Board of Directors of the Company.



     “Cause” means Termination because of (i) any willful, material violation by the Participant of
any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the
Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law fraud, (ii) the
Participant’s commission of an act of personal dishonesty which involves personal profit in
connection with the Company or any other entity having a business relationship with the Company,
(iii) any material breach by the Participant of any provision of any agreement or understanding
between the Company or any Parent or Subsidiary of the Company and the Participant regarding the
terms of the



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Participant’s service as an employee, officer, director or consultant to the Company or a
Parent or Subsidiary of the Company, including without limitation, the willful and continued
failure or refusal of the Participant to perform the material duties required of such Participant
as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the
Company, other than as a result of having a Disability, or a breach of any applicable invention
assignment and confidentiality agreement or similar agreement between the Company or a Parent or
Subsidiary of the Company and the Participant, (iv) Participant’s disregard of the policies of the
Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the
property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (v)
any other misconduct by the Participant which is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to, the Company or a Parent or
Subsidiary of the Company.



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



     “Committee” means the committee created and appointed by the Board to administer this Plan, or
if no committee is created and appointed, the Board.



     “Company” means MyComputer.com, Inc. or any successor corporation.



     “Disability” means a disability, whether temporary or permanent, partial or total, as
determined by the Committee.



     “Exercise Price” means the price at which a holder of an Option may purchase the Shares
issuable upon exercise of the Option.



     “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock
determined as follows:



     (a) if such Common Stock is then quoted on the Nasdaq National Market, its closing price on
the Nasdaq National Market on the date of determination as reported in The Wall Street
Journal;



     (b) if such Common Stock is publicly traded and is then listed on a national securities
exchange, its closing price on the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to trading as reported in The Wall
Street Journal;



     (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market
nor listed or admitted to trading on a national securities exchange, the average of the closing bid
and asked prices on the date of determination as reported by The Wall Street Journal (or,
if not so reported, as otherwise reported by any newspaper or other source as the Board may
determine); or



     (d) if none of the foregoing is applicable, by the Committee in good faith.



     “Option” means an award of an option to purchase Shares pursuant to Section 5 hereof.



     “Parent” means any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company if each of such corporations other than the Company owns



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stock representing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.



     “Participant” means a person who receives an Award under this Plan.



     “Plan” means this MyComputer.com, Inc. 1999 Equity Incentive Plan, as amended from time to
time.



     “Purchase Price” means the price at which a Participant may purchase Restricted Stock.



     “Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award.



     “Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shares” means shares of the Company’s Common Stock no par value, reserved for issuance under
this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and any successor security. If the
Company, through a reincorporation, amendment of charter or otherwise creates par value, then
Shares will mean Common Stock with such par value.



     “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.



     “Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, officer,
director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will
not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee, provided that such leave is
for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an
employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or
statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by
the Company’s Board and issued and promulgated in writing. In the case of any Participant on (i)
sick leave, (ii) military leave or (iii) an approved leave of absence, the Committee may make such
provisions respecting suspension of vesting of the Award while on leave from the Company or a
Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an
Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The
Committee will have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide services (the
“Termination Date”).



     “Unvested Shares” means “Unvested Shares” as defined in the Award Agreement.



     “Vested Shares” means “Vested Shares” as defined in the Award Agreement.




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