exv4w1






Exhibit 4.1




MX LOGIC, INC.




2002 Equity Incentive Plan




Adopted September 6, 2002

Approved By Stockholders September 6, 2002

Termination Date: September 6, 2012




1. Purposes.




     (a) Background. This Plan was adopted on September 6, 2002, and approved by stockholders
effective September 6, 2002.



     (b) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.



     (c) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible
recipients of Stock Awards may be given an opportunity to benefit from increases in value of the
Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii)
Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.



     (d) General Purpose. The Company, by means of the Plan, seeks to retain the services of the
group of persons eligible to receive Stock Awards, to secure and retain the services of new members
of this group and to provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.



2. Definitions.




     (a) “Affiliate” means any parent corporation or subsidiary corporation of the Company, 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 of one or more members of the Board appointed by the Board
in accordance with subsection 3(c).



     (e) “Common Stock” means the common stock of the Company.



     (f) “Company” means MX Logic, Inc., a Delaware corporation.



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     (g) “Consultant” means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or
(ii) who is a member of the Board of Directors of an Affiliate.



     (h) “Continuous Service” means that the Participant’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The
Participant’s Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant’s Continuous
Service. For example, a change in status from an Employee of the Company to a Consultant of an
Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or
the chief executive officer of the Company, in that party’s sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case of any leave of absence approved by
that party, including sick leave, military leave or any other personal leave.



     (i) “Director” means a member of the Board of Directors of the Company.



     (j) “Disability” the inability of a person, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of that person’s position with the Company or an
Affiliate of the Company because of the sickness or injury of the person.



     (k) “Employee” means any person employed by the Company or an Affiliate. Mere service as a
Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to
constitute “employment” by the Company or an Affiliate.



     (l) “Fair Market Value” means, as of any date, the value of the Common Stock determined as
follows:



          (i) 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
Common Stock) on (i) the day of determination, as reported in the Wall Street Journal or such other
source as the Board deems reliable, or (ii) if the day of determination is not a trading day, then
the trading day prior to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable.




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




     (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.



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     (n) “Non-Employee Director” means a Director who either (i) is not a current Employee or
Officer of the Company or an Affiliate, does not receive compensation (directly or indirectly) from
the Company or an Affiliate for services rendered as a consultant or in any capacity other than as
a Director (except for 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.



     (o) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.



     (p) “Officer” means any person designated by the Company as an officer.



     (q) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant
to the Plan.



     (r) “Option Agreement” means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.



     (s) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.



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



     (u) “Plan” means this MX Logic, Inc. 2002 Equity Incentive Plan.



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



     (w) “Stock Award” means any right granted under the Plan, including an Option, a stock bonus
and a right to acquire restricted stock.



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



     (y) “Ten Percent Stockholder” means a person who owns (or is deemed to own pursuant to Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates.



3. Administration.




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



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



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




          (ii) To construe and interpret the Plan and Stock Awards 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 Stock Award
Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.




          (iii) To amend the Plan or a Stock Award as provided in Section 12.




          (iv) 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 which are not in conflict with the
provisions of the Plan.




     (c) Delegation to Committee. The Board may delegate administration of the Plan to a Committee
or Committees of one (1) or more members of the Board, and the term “Committee” shall apply to any
person or persons to whom such authority has been delegated. 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 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 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.



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



4. Shares Subject to the Plan.




     (a) Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not
exceed in the aggregate 100,000 shares of Common Stock.



     (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in full,



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the shares of Common Stock not acquired under such Stock Award shall revert to and again
become available for issuance under the Plan.




     (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.



5. Eligibility.




     (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to
Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants.



     (b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive
Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of
the Fair Market Value of the Common 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) Consultants.



          (i) A Consultant shall not be eligible for the grant of a Stock Award if, at the time of
grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt
under Rule 701 of the Securities Act (“Rule 701”) because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a natural person, or as
otherwise provided by Rule 701, unless the Company determines that such grant need not comply with
the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as
comply with the securities laws of all other relevant jurisdictions.




          (ii) Rule 701 generally is available to consultants and advisors only if (i) they are natural
persons; (ii) they provide bona fide services to the issuer, its parents, its majority-owned
subsidiaries or majority-owned subsidiaries of the issuer’s parent; and (iii) the services are not
in connection with the offer or sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the issuer’s securities.




6. Option Provisions.




     Each Option shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased on exercise of each
type of Option. 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. Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no
Option shall be exercisable after the expiration of ten (10) years from the date it was granted.



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     (b) Exercise Price of an Incentive Stock Option. Subject to the provisions of subsection 5(b)
regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted.



     (c) Exercise Price of a Nonstatutory Stock Option. The exercise price of each Nonstatutory
Stock Option shall be the price determined by the Board.



     (d) Consideration. The purchase price of Common 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 at the time of the grant of the
Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company
of other Common Stock, (2) according to a deferred payment or other similar arrangement with the
Optionholder or (3) in any other form of legal consideration that may be acceptable to the Board.
Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired
pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired,
directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes). At any time that the
Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined in the
Delaware General Corporation Law, shall not be made by deferred payment.



     In the case of any deferred payment arrangement, interest shall be compounded at least
annually and shall be charged at the market rate of interest necessary to avoid a charge to
earnings for financial accounting purposes.



     (e) Transferability of an Incentive Stock Option. An Incentive Stock 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 Optionholder only by the Optionholder. Notwithstanding the foregoing,
the Optionholder 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 Optionholder, shall
thereafter be entitled to exercise the Option.



     (f) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall be
transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does
not provide for transferability, then the Nonstatutory Stock 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 Optionholder only by the Optionholder. Notwithstanding the foregoing, the
Optionholder 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 Optionholder, shall
thereafter be entitled to exercise the Option.



     (g) Vesting Generally. The total number of shares of Common Stock subject to an Option may,
but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Option may be subject to such other terms and conditions on



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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(g) are subject to any Option provisions governing the
minimum number of shares of Common Stock as to which an Option may be exercised.




     (h) Termination of Continuous Service. In the event an Optionholder’s Continuous Service
terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise
his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of
the date of termination) but only within such period of time ending on the earlier of (i) the date
one (1) month following the termination of the Optionholder’s Continuous Service (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option
as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise
his or her Option within the time specified in the Option Agreement, the Option shall terminate.



     (i) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that
if the exercise of the Option following the termination of the Optionholder’s Continuous Service
(other than upon the Optionholder’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the
term of the Option set forth in subsection 6(a) or (ii) the expiration of a period of one (1) month
after the termination of the Optionholder’s Continuous Service during which the exercise of the
Option would not be in violation of such registration requirements.



     (j) Disability of Optionholder. In the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her
Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of
termination), but only within such period of time ending on the earlier of (i) the date six (6)
months following such termination (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his or her Option within the time
specified herein, the Option shall terminate.



     (k) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any)
specified in the Option Agreement after the termination of the Optionholder’s Continuous Service
for a reason other than death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or by a person designated
to exercise the Option upon the Optionholder’s death pursuant to subsection 6(e) or 6(f), but only
within the period ending on the earlier of (1) the date six (6) months following the date of death
(or such longer or shorter period specified in the Option Agreement),or (2) the expiration of the
term of such Option as set forth in the Option Agreement. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate.



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     (l) Right of Repurchase. Subject to the “Repurchase Limitation” in subsection 10(g), the
Option may, but need not, include a provision whereby the Company may elect to repurchase all or
any part of the vested shares of Common Stock acquired by the Optionholder pursuant to the exercise
of the Option.



     (m) Right of First Refusal. The Option may, but need not, include a provision whereby the
Company may elect to exercise a right of first refusal following receipt of notice from the
Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon
the exercise of the Option. Except as expressly provided in this subsection 6(n), such right of
first refusal shall otherwise comply with any applicable provisions of the Bylaws of the Company.



7. Provisions of Stock Awards other than Options.




     (a) Stock Bonus Awards. Each stock bonus agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The terms and conditions of stock
bonus agreements may change from time to time, and the terms and conditions of separate stock bonus
agreements need not be identical, but each stock bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:



          (i) Consideration. A stock bonus may be awarded in consideration for past services actually
rendered to the Company or an Affiliate for its benefit.




          (ii) Vesting. Subject to the “Repurchase Limitation” in subsection 10(g), shares of Common
Stock awarded under the stock bonus agreement may, but need not, be subject to a share repurchase
option in favor of the Company in accordance with a vesting schedule to be determined by the Board.




          (iii) Transferability. Rights to acquire shares of Common Stock under the stock bonus
agreement shall not be transferable except by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Participant only by the Participant




     (b) Restricted Stock Awards. Each restricted stock purchase agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate. The terms and
conditions of the restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate restricted stock purchase agreements need not be identical, but each
restricted stock purchase agreement shall include (through incorporation of provisions hereof by
reference in the agreement or otherwise) the substance of each of the following provisions:



          (i) Purchase Price. The purchase price of restricted stock awards shall be at the price
determined by the Board.




          (ii) Consideration. The purchase price of Common Stock acquired pursuant to the restricted
stock purchase agreement shall be paid either: (i) in cash at the time of




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purchase; (ii) at the discretion of the Board, according to a deferred payment or other
similar arrangement with the Participant; or (iii) in any other form of legal consideration that
may be acceptable to the Board in its discretion; provided, however, that at any time that the
Company is incorporated in Delaware, then payment of the Common Stock’s “par value,” as defined in
the Delaware General Corporation Law, shall not be made by deferred payment.




          (iii) Vesting. Subject to the “Repurchase Limitation” in subsection 10(g), shares of Common
Stock acquired under the restricted stock purchase agreement may, but need not, be subject to a
share repurchase option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.




          (iv) Transferability. Rights to acquire shares of Common Stock under the restricted stock
purchase agreement shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant only by the
Participant.




8. Covenants of the Company.




     (a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of Common Stock required to satisfy such Stock Awards.



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



9. Use of Proceeds from Stock.




     Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds
of the Company.



10. Miscellaneous.




     (a) Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate
the time at which a Stock Award may first be exercised or the time during which a Stock Award or
any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock
Award stating the time at which it may first be exercised or the time during which it will vest.



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     (b) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award
unless and until such Participant has satisfied all requirements for exercise of the Stock Award
pursuant to its terms.



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



     (d) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market
Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by any Optionholder during any calendar year (under all
plans of the Company and 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.



     (e) Investment Assurances. The Company may require a Participant, as a condition of
exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances
satisfactory to the Company as to the Participant’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative 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 Stock Award; and (ii) to give written assurances satisfactory to the Company stating
that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own
account and not with any present intention of selling or otherwise distributing the Common Stock.
The foregoing requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently effective
registration statement under the Securities Act or (2) 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, 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 Common Stock.



     (f) Withholding Obligations. The Company’s obligation to deliver shares of Common Stock
pursuant to any Stock Award shall be subject to satisfaction of all applicable income and
employment tax withholding requirements. To the extent provided by the terms of a



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Stock Award Agreement, the Participant (if such Participant is an Employee) may satisfy any
federal, state or local tax withholding obligation relating to the exercise or acquisition of
Common Stock under a Stock Award by tendering a cash payment (in addition to the Company’s right to
withhold from any compensation paid to such Participant by the Company).




     (g) Repurchase Limitation. The terms of any repurchase option shall be specified in the Stock
Award and may be either at Fair Market Value at the time of repurchase or at not less than the
original purchase price.



     (h) Share Escrow/Legends. Unvested shares may, in the Board’s discretion, be held in escrow
by the Company until the Participant’s interest in such shares vests or may be issued directly to
the Participant with restrictive legends on the certificates representing such unvested shares.



11. Adjustments upon Changes in Stock.




     (a) Capitalization Adjustments. If any change is made in the Common Stock subject to the
Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend
in property other than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of securities subject to the Plan pursuant to subsection 4(a), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities and price per share
of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments,
and its determination shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a transaction “without receipt of consideration”
by the Company.)



     (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company,
then all outstanding Stock Awards shall terminate immediately prior to such event.



     (c) Asset Sale, Merger, Consolidation or Reverse Merger. In the event of (i) a sale, lease or
other disposition of all or substantially all of the assets of the Company, (ii) a merger or
consolidation of the Company with or into any other corporation or entity or person, or any other
corporate reorganization, in which the stockholders of the Company immediately prior to such
consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting
power of the surviving entity (or its parent) following the consolidation, merger, or
reorganization or (iii) any transaction (or series of related transactions involving a person or
entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of
the Company’s outstanding voting power is transferred (individually, a “Corporate Transaction”),
then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding
under the Plan or shall substitute similar stock awards (including an award to acquire the same
consideration paid to the stockholders in the Corporate Transaction for those outstanding under the
Plan). In the event any surviving corporation or acquiring corporation refuses to assume such
Stock Awards or to substitute similar stock awards for those outstanding



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under the Plan, then all Stock Awards outstanding shall terminate upon the consummation of the
Corporation Transaction.




12. Amendment of the Plan and Stock Awards.




     (a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, no
amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Section 422 of the Code.



     (b) Stockholder Approval. 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 thereunder
regarding the exclusion of performance-based compensation from the limit on corporate deductibility
of compensation paid to certain executive officers.



     (c) Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan
in any respect the Board deems necessary or advisable to provide eligible Employees 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) No Impairment of Rights. Rights under any Stock Award 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 Participant and (ii) the Participant consents in writing.



     (e) Amendment of Stock Awards. The Board at any time, and from time to time, may amend the
terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award
shall not be impaired by any such amendment unless (i) the Company requests the consent of the
Participant and (ii) the Participant consents in writing.



13. Termination or Suspension of the Plan.




     (a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the
Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier.
No Stock Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.



     (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights
and obligations under any Stock Award granted while the Plan is in effect except with the written
consent of the Participant.



12









 





14. Effective Date of Plan.




     The Plan shall become effective as determined by the Board, but no Stock Award shall be
exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been
approved by the stockholders of the Company. If such stockholder approval is not obtained within
twelve (12) months after the date the Plan is adopted by the Board, then all Stock Awards
previously granted under the Plan shall terminate and cease to be outstanding, and no further Stock
Awards shall be granted and no shares shall be issued under the Plan.



15. Choice of Law.




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




13












 





MX LOGIC, Inc.

2002 Equity Incentive Plan




Stock Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement
(“Agreement”), MX LOGIC, Inc. (the “Company”) has granted you an option under its 2002 Equity
Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms
not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same
definitions as in the Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments, as provided in the Plan.



     3. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any other manner permitted by your Grant Notice.



     4. Whole Shares. You may exercise your option only for whole shares of Common Stock,
and any exercise shall be for not less than the lesser of (a) 1,000 shares or (b) 50% of Optionee’s
then-vested shares.



     5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     6. Term. You may not exercise your option before the commencement of its term or
after its term expires. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



          (a) one (1) month after the termination of your Continuous Service for any reason other than
your Disability or death, provided that if during any part of such one (1) month



1.









 







period your option is not exercisable solely because of the condition set forth in the
preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the
earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of
one (1) month after the termination of your Continuous Service;



          (b) six (6) months after the termination of your Continuous Service due to your Disability;



          (c) six (6) months after your death if you die either during your Continuous Service or within
one (1) month after your Continuous Service terminates;



          (d) the Expiration Date indicated in your Grant Notice; or



          (e) the day before the tenth (10th) anniversary of the Date of Grant.



     If your option is an incentive stock option, note that, to obtain the federal income tax
advantages associated with an “incentive stock option,” the Code requires that at all times
beginning on the date of grant of your option and ending on the day three (3) months before the
date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or Disability. The Company has provided for extended exercisability of
your option under certain circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an “incentive stock option” if you continue to provide services to the
Company or an Affiliate as a Consultant or Director after your employment terminates or if you
otherwise exercise your option more than three (3) months after the date your employment
terminates.



     7. Exercise.



          (a) You may exercise the vested portion of your option during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.



          (b) By exercising your option you agree that, as a condition to any exercise of your option,
and if you are an employee of the Company, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.



          (c) If your option is an incentive stock option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.



2.









 





          (d) By exercising your option you agree that the Company (or a representative of the
underwriter(s)) may, in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any shares of Common Stock or other
securities of the Company held by you, for a period of time specified by the underwriter(s)
following the effective date of the registration statement of the Company filed under the
Securities Act. You further agree to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the underwriter(s) that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to your shares of Common
Stock until the end of such period. The underwriters of the Company’s stock are intended third
party beneficiaries of this Section 7(d) and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.



     8. Transferability. Your option is not transferable, except by will or by the laws
of descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option.



     9. Right of First Refusal.



          (a) Shares of Common Stock that you acquire upon exercise of your option are subject to a
right of first refusal in favor of the Company. Before you may transfer any shares of the Common
Stock that you acquire upon exercise of your option, you must deliver to the Company a written
notice (the “Transfer Notice”) in the form attached hereto as Exhibit A, stating: (i) your
bona fide intention to sell or otherwise transfer your Common Stock; (ii) the name, address and
phone number of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the
aggregate number of shares of Common Stock proposed to be transferred to each Proposed Transferee
(the “Offered Shares”); and (iv) the bona fide cash price or, in reasonable detail, other
consideration for which you propose to transfer the Offered Shares (“Offered Price”). For a period
of ten (10) days (the “Initial Exercise Period”) after the last date on which the Transfer Notice
is deemed to have been delivered to the Company, the Company shall have the right to purchase all
or any part of the Offered Shares on the terms and conditions set forth in Section 9(b) and (c).
In order to exercise its right hereunder, the Company must deliver written notice to you within the
Initial Exercise Period stating its intent to exercise its rights hereunder and the number of
Offered Shares it desires to purchase pursuant to such right.



          (b) The purchase price for the Offered Shares to be purchased by the Company exercising its
Right of First Refusal under this Agreement shall be the Offered Price, and shall be payable as set
forth in Section 9(c). If the Offered Price includes consideration other than cash, the cash
equivalent value of the non-cash consideration shall be determined by the Board of Directors of the
Company in good faith, which determination shall be binding upon you and the Company, absent fraud
or error.



3.









 





          (c) Subject to compliance with applicable state and federal securities laws, the Company
exercising its Right of First Refusal must effect the purchase of all or any portion of the Offered
Shares, including the payment of the purchase price, within ten (10) days after the last date on
which the Transfer Notice is deemed to have been delivered to the Company (the “Right of First
Refusal Closing”). Payment of the purchase price shall be made, at the option of the Company, (i)
in cash (by check), (ii) by wire transfer or (iii) by cancellation of all or a portion of any
outstanding indebtedness you owe to the Company or (iv) by any combination of the foregoing. As
such Right of First Refusal Closing, you must deliver to the Company one or more certificates,
properly endorsed for transfer, representing such Offered Shares so purchased.



          (d) The term transfer includes any sale, assignment, encumbrance, hypothecation, pledge,
conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition
of any kind, including but not limited to transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary or by operation of law, directly or indirectly, except:




     (i) any transfers of your Common Stock to your spouse, ex-spouse, domestic partner,
lineal descendant or antecedent, brother or sister, your adopted child or adopted
grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or
adopted grandchild, or to a trust or trusts for your exclusive benefit or those members of
your family specified above or transfers of Common Stock from you by devise of descent;
provided, that, in all cases, the transferee or other recipient executes a counterpart copy
of this Agreement and becomes bound thereby;




     (ii) any transfer to the Company pursuant to the terms of this Agreement; and




     (iii) any repurchase of your Common Stock by the Company pursuant to agreements under
which the Company has the option to repurchase your Common Stock upon the occurrence of
certain events, such as termination of employment, or in connection with the exercise by the
Company of any rights of first refusal.



          (e) The Transfer Notice must be sent by certified airmail, return receipt requested, or by
telex or telecopy (facsimile) with confirmation of receipt, and shall be deemed to be given when
receipt is so confirmed.



     10. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



     11. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, and if you are an employee of the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree



4.









 







to make adequate provision for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in
connection with your option.



          (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law.
Any adverse consequences to you arising in connection with such share withholding procedure shall
be your sole responsibility.



          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.



     12. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     13. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.



     14. Change of Control. Notwithstanding anything to the contrary herein, in
the event of (i) a sale, lease or other disposition of all or substantially all of the assets of
the Company, (ii) a merger or consolidation of the Company with or into any other corporation or
entity or person, or any other corporate reorganization, in which the stockholders of the Company
immediately prior to such consolidation, merger or reorganization, own less than 50% of the
Company’s outstanding voting power of the surviving entity (or its parent) following the
consolidation, merger, or reorganization or (iii) any transaction (or series of related
transactions involving a person or entity, or a group of affiliated persons or entities) in which
in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred
(individually, a “Corporate Transaction”), then any surviving corporation or acquiring corporation
shall assume the Stock Awards subject to the Grant Notice and this Agreement or shall substitute
similar stock awards (including an award to acquire the same consideration paid to the stockholders
in the Corporate Transaction). In the event any surviving corporation or acquiring corporation
refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding
under the Plan, then all Stock Awards outstanding shall terminate upon the consummation of the
Corporate Transaction.



5.









 





EXHIBIT A




NOTICE OF SHARE TRANSFER




     I, _________, wish to transfer _________ shares of _________ stock of the Company
(the “Restricted Shares”) pursuant to a (please check one):



sale o      other o (please describe)_______________________________________________________________________



I propose to transfer Restricted Shares to the following entities and individuals:




	 	 	 	 	 	 	 
	1.
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Proposed Transferee #1
	 	 
	 	[amount of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Address]
	 	 	 	[type of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Phone Number]
	 	 	 	[price of shares]
	 
	 	 	 	 	 	 
	2.
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Proposed Transferee #2
	 	 	 	[amount of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Address]
	 	 	 	[type of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Phone Number]
	 	 	 	[price of shares]
	 
	 	 	 	 	 	 
	3.
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Proposed Transferee #3
	 	 	 	[amount of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Address]
	 	 	 	[type of shares]
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	[Phone Number]
	 	 	 	[price of shares]





The cash consideration for Restricted Shares totals $_________. The fair market value of the
non-cash consideration for Restricted Shares, if any, as of the date of this Notice totals
$_________.



The non-cash consideration consists of (please describe in reasonable detail):_________

 
_________.



Pursuant to the Right of First Refusal, dated as of _________, I write to inform you of your
Right of First Refusal with respect to Restricted Shares. If you choose to do so, you may exercise
of this right with respect to Restricted Shares by returning this Notice to me, at the address
below, with a copy to the [Company]. If you decline your right to do so, you need not return
anything.



I exercise my Right of First Refusal o



I wish to (circle one, not both) buy / sell _________ shares of _________ stock.



WE MUST RECEIVE YOUR NOTICE BY [the date 10 days after date Notice deemed to have been received
by Company for the Company]. There is no extension of this deadline.




[the Selling Stockholder’s Address and Name]




[Company’s Address and Contact]





6.