GMS -- 1997 Stock Option Plan (KDP)



Exhibit 4.3

AT MOBILE.COM, INC.

AMENDED AND RESTATED

1997 STOCK OPTION PLAN

          1.          Purposes of the Plan. The purposes of this Amended and Restated 1997 Stock Option Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan
may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as
amended, and the regulations promulgated thereunder.

          2.          Definitions. As used herein, the following definitions shall apply:

                     (a)          "Administrator" means the Board or any of its
Committees appointed pursuant to Section 4 of the Plan.

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


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

                     (d)          "Committee" means the Committee appointed by the Board
of Directors in accordance with Section 4(a) of the Plan.

                     (e)          "Common Stock" means the Common Stock of the Company.


                     (f)          "Company" means AT Mobile.com, Inc., a Delaware
corporation.

                     (g)          "Consultant" means any person, including an advisor,
who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, and any director of the Company whether compensated for such services or not; provided that if and in the event the Company registers any
class of any equity security pursuant to the Exchange Act, the term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director's fee by the Company.

                     (h)          "Continuous Status as an Employee or Consultant" means
the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other
leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant
to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or their respective successors. For purposes of this Plan, a change in status from an Employee to
a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant.

                     (i)          "Employee" means any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company, with the status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the Administrator in its discretion, subject to any
requirements of the Code. The payment of a director's fee to a Director shall not be sufficient to constitute "employment" of such Director by the Company.

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

                     (k)          "Fair Market Value" means, as of any date, the fair
market value of Common Stock determined as follows:

                     (i)          If the Common Stock is listed on any established stock exchange or a
national market system including without limitation the Nasdaq National 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 system or exchange, or the exchange
with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

                               (ii)          If the
Common Stock is quoted on the Nasdaq National Market (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low
asked prices for the Common Stock for the last market trading day prior to the time 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 thereof shall be determined in good faith by the Administrator.

                     (l)          "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable written option agreement.

                     (m)          "Listed Security" means any security of the Company
that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

                     (n)          "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option, as designated in the applicable written option agreement.

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

                     (p)          "Optioned Stock" means the Common Stock subject to an
Option.

                     (q)          "Optionee" means an Employee or Consultant who
receives an Option.

                     (r)          "Parent" means a "parent corporation," whether
now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

                     (s)          "Plan" means this Amended and Restated 1997 Stock
Option Plan.

                     (t)          "Reporting Person" means an officer, director, or
greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

                     (u)          "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as the same may be amended from time to time, or any successor provision.

                     (v)          "Share" means a share of the Common Stock, as adjusted
in accordance with Section 11 of the Plan.

                     (w)          "Stock Exchange" means any stock exchange or
consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

                     (x)          "Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

          3.          Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of
shares that may be optioned and sold under the Plan is 8,100,000 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any shares of Common Stock which are retained by the Company upon
exercise of an Option in order to satisfy the exercise or purchase price for such Option or any withholding taxes due with respect to such exercise shall be treated as not issued and shall continue to be available under the Plan. Shares repurchased by the
Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

          4.          Administration of the Plan.

                     (a)          Initial Plan Procedure. Prior to the date, if any,
upon which the Company becomes subject to the Exchange Act, the Plan shall be administered by the Board or a committee appointed by the Board.

                     (b)          Plan Procedure After the Date, if any, Upon Which the Company
Becomes Subject to the Exchange Act.

                               (i)          
Multiple Administrative Bodies. If permitted by Rule 16b-3, grants under the Plan may be made by different bodies with respect to directors, non-director officers and Employees or Consultants who are not Reporting Persons.

                               (ii)          
Administration With Respect to Reporting Persons. With respect to grants of Options to Employees who are Reporting Persons, such grants shall be made by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance with Rule 16b-3, or (B) a committee
designated by the Board to make grants to Reporting Persons under the Plan, which committee shall be constituted in such a manner as to permit grants under the Plan to comply with Rule 16b-3. Once appointed, such committee shall continue to serve in
its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of the committee and thereafter directly make grants to Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.

                               (iii)          
Administration With Respect to Consultants and Other Employees. With respect to grants of Options to Employees or Consultants who are not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a committee designated by the Board, which committee shall be constituted in such a
manner as to satisfy the legal requirements relating to the administration of incentive stock option plans, if any, of applicable corporate and securities laws, of the Code and of any applicable Stock Exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws.

                     (c)          Powers of the Administrator. Subject to the provisions
of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any Stock Exchange, the Administrator shall have the
authority, in its discretion:

                               (i)          to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan;

                               (ii)          to
select the Consultants and Employees to whom Options may from time to time be granted hereunder;

                               (iii)          to
determine whether and to what extent Options or any combination thereof are granted hereunder;

                               (iv)          to
determine the number of shares of Common Stock to be covered by each such option granted hereunder;

                               (v)          to
approve forms of agreement for use under the Plan;

                               (vi)          to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any option granted hereunder;

                               (vii)          to
determine whether and under what circumstances an Option may be settled in cash under Section 9(f) instead of Common Stock;

                               (viii)          to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted;

                               (ix)          to
construe and interpret the terms of the Plan and Options granted under the Plan; and

                               (x)          in order
to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

                     (d)          Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and binding on all holders of Options.

          5.          Eligibility.

                     (a)          Recipients of Grants. Nonstatutory Stock Options
may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option may, if he or she is otherwise eligible, be granted additional Options.

                     (b)          Type of Option. Each Option shall be designated in the
written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive
Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

                     (c)          Employment Relationship. The Plan shall not confer
upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such Optionee's right or the Company's right to terminate his or her employment or consulting
relationship at any time, with or without cause.

          6.          Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or
its approval by the stockholders of the Company as described in Section 18 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan.

          7.          Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided, however, that
the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the 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 Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement.

          8.          Option Exercise Price and Consideration.

                     (a)          The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the following:

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

                                         (A) 
         granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the total combined 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, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

                               (ii)          In the
case of a Nonstatutory Stock Option that is:

                                         (A) 
         granted to a person who, at the time of the grant of such Option, 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 per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant.

                                         (B) 
         granted to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant.

                     (b)          The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) 
promissory note (subject to the provisions of Section 153 of the Delaware General Corporation Law), (4) other Shares that (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on
the date of surrender or such other period as may be required to avoid a charge to the Company's earnings, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of
Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery
to the Company of the sale or loan proceeds required to pay the exercise price and any applicable income or employment taxes, (7) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take
and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other consideration and method of payment for the issuance of
Shares to the extent permitted under Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

          9.          Exercise of Option.

                     (a)          Procedure for Exercise; Rights as a Stockholder.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan; provided that such Option shall become exercisable at the rate of at least twenty-five percent (25%) per year over four (4) years from the date the Option is granted. In the event that any of the Shares issued upon exercise of an Option should
be subject to a right of repurchase in the Company's favor, such repurchase right shall lapse at the rate of at least twenty-five percent (25%) per year over four (4) years from the date the Option is granted. Notwithstanding the above, in the case of an
option granted to an officer, director or Consultant of the Company or any Parent or Subsidiary of the Company, the option may become fully exercisable, or a repurchase right, if any, in favor of the Company shall lapse, at any time or during any period
established by the Administrator.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the
Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be 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 Employment or Consulting Relationship.
Subject to Section 9(c), in the event of termination of an Optionee's Continuous Status as an Employee or Consultant with the Company, such Optionee may, but only within three (3) months (or such other period of time not less than thirty (30) days as
is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding three (3) months) after the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of such termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. No termination shall be deemed to occur and this Section 9(b) shall
not apply if (i) the Optionee is a Consultant who becomes an Employee; or (ii) the Optionee is an Employee who becomes a Consultant.

                     (c)          Disability of Optionee.

                               (i)          
Notwithstanding Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her total and permanent disability (within the meaning of Section 22(e)(3) of the Code), Optionee may,
but only within twelve (12) months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at
the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate
 .

                               (ii)          In the
event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of a disability which does not fall within the meaning of total and permanent disability (as set forth in Section 22(e)(3) of the Code), Optionee may, but
only within six (6) months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date
of such termination. However, to the extent that such Optionee fails to exercise an Option which is an Incentive Stock Option ("ISO") (within the meaning of Section 422 of the Code) within three (3) months of the date of such termination, the Option
will not qualify for ISO treatment under the Code. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within six months (6) from the date
of termination, the Option shall terminate.

                     (d)          Death of Optionee. In the event of the death of an
Optionee during the period of Continuous Status as an Employee or Consultant since the date of grant of the Option, or within thirty (30) days following termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be
exercised, at any time within six (6) months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date of termination of Optionee's Continuous Status as an Employee or Consultant. To the extent that
Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

                     (e)          Rule 16b-3. Options granted to Reporting Persons shall
comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption for Plan transactions.

                     (f)          Buyout Provisions. The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

          10.          Stock Withholding to Satisfy Withholding Tax Obligations. 

                     (a)          As a condition of the exercise of an Option granted under the Plan,
the Optionee (or in the case of the Optionee's death, the person exercising the Option) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that
may arise in connection with the exercise of Option and the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. 

                     (b)          In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise
of the Option. 

                     (c)          This Section 10(c) shall apply only after the date, if any, upon
which the Common Stock becomes a Listed Security. In the case of Optionee other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax
obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Optionee shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option that number of
Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, applicable to the exercise. For purposes of this
Section 10, 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 under the Applicable Laws (the "Tax Date"). 

                     (d)          If permitted by the Administrator, in its discretion, an Optionee
may satisfy his or her tax withholding obligations upon exercise of an Option by surrendering to the Company Shares that (i) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six (6) months on
the date of surrender, and (ii) have a Fair Market Value determined as of the applicable Tax Date equal to the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, applicable to the exercise.

                     (e)          Any election or deemed election by an Optionee to have Shares
withheld to satisfy tax withholding obligations under Section 10 (c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by an
Optionee under Section 10(d) above must be made on or prior to the applicable Tax Date.

                     (f)          In the event an election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be
unconditionally obligated to tender back to the Company the proper number of Shares on the applicable Tax Date. 

          11.          Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

                     (a)          Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been
granted or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, 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, recapitalization 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.

                     (b)          Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Administrator. The Administrator may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by the Administrator and give each Optionee the right to exercise his or her Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. 

                     (c)          Acquisition, Merger or Change in Control.

                              (i)          In
the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, or other change in control (a "Change in Control"), the exercisability of each outstanding Option shall
automatically be accelerated completely so that one hundred percent (100%) of the number of shares of Common Stock covered by such Option shall be fully vested upon the consummation of the Change in Control; provided, however, that each outstanding Option
shall automatically be accelerated by only twenty-five percent (25%) of the number of shares of Common Stock covered by such Option that are unvested at the consummation of the Change in Control if and to the extent:  (A) such Option is
either to be assumed by the successor corporation at the consummation of the Change of Control or be replaced with a comparable option to purchase shares of the capital stock of the successor corporation at the consummation of the Change in Control, or
(B) such Option is to be replaced by a comparable cash incentive program of the successor corporation based on the value of the Option at the time of the consummation of the Change in Control, or (C) the acceleration of such Option is subject to
other limitations imposed by the Administrator at the time of grant.

                              (ii)          With
respect to executive officers, the exercisability of each outstanding Option held by such executive officer shall be accelerated completely so that one hundred percent (100%) of the number of shares of Common Stock covered by such Option are fully vested
if such executive officer is terminated by the acquiring corporation within twelve (12) months after the consummation of a Change in Control.

                              (iii)          The
Administrator shall have the authority, in the Administrator's sole discretion, to provide for the automatic acceleration of any outstanding Option upon the occurrence of a Change in Control, but only to the extent that such acceleration does not
interfere with any "pooling of interests" accounting treatment used in connection with the Change in Control.

                     (d)          Certain Distributions. In the event of any
distribution to the Company's stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each outstanding Option to reflect the effect of such distribution.

          12.          Non-Transferability of Options. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised or purchased during the lifetime of the Optionee only by the Optionee.

          13.          Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such other date as is determined by the Board; provided however that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes
the determination granting such Incentive Stock Option or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within
a reasonable time after the date of such grant.

          14.          Amendment and Termination of the Plan.

                     (a)          Authority to Amend or Terminate. The Board may at
any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of any Stock Exchange), the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.

                     (b)          Effect of Amendment or Termination. No amendment or
termination of the Plan shall adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

          15.          Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any Stock Exchange.

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

          16.          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. 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.

          17.          Agreements. Options shall be evidenced by written agreements in such form as the Administrator shall approve from
time to time.

          18.          Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any Stock Exchange upon which the Common Stock is
listed. All Options issued under the Plan shall become void in the event such approval is not obtained.

          19.          Information and Documents to Optionees. The Company shall provide financial statements at least annually to each
Optionee during the period such Optionee has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such
information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. In addition, at the time of issuance of any securities under the Plan, the Company
shall provide to the Optionee a copy of the Plan and a copy of any agreement(s) pursuant to which securities granted under the Plan are issued.