Amended and Restated 2001 Stock Option Plan



 Exhibit 10.2 
  
 ROXIO, INC. 
  
 2001 STOCK PLAN 
  
 AS AMENDED AND RESTATED AUGUST 15, 2003 
  
 1. Purposes of the Plan. The purposes of this 2001 Stock Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility, 

  

	 	•	 	to provide additional incentive to Employees, Directors and Consultants, and 

  

	 	•	 	to promote the success of the Company’s business. 

  
 Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.
Stock Purchase Rights may also be granted under the Plan. 
  
 2.
Definitions. As used herein, the following definitions shall apply: 
  
 (a) “Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. 
  
 (b) “Applicable Laws” means the
requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan. 
  
 (c) “Board” means the Board of Directors of the Company. 
  
 (d) “Cause” shall have the meaning as set forth in Section 13(f)(ii) of the Plan.

  
 (e) “Change of Control”
shall have the meaning as set forth in Section 13(f)(i) of the Plan. 
  
 (f) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (g) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

  
 (h) “Common Stock” means the
common stock of the Company. 
  
 (i)
“Company” means ROXIO, Inc., a Delaware corporation. 







 (j) “Consultant” means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity. 
  
 (k) “Continuous Status as an Employee or Consultant” means the absence of any interruption or termination of the employment or consulting relationship by the Company or any Parent or Subsidiary.
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 Board, 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 Parent or Subsidiaries or its successor. If reemployment upon expiration of a leave of absence in excess of ninety (90) days is not guaranteed, on the 181st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. 
  
 (l) “Director” means a member of the Board. 
  
 (m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the
Code. 
  
 (n) “Employee” means
any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
  
 (o) “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 
  
 (p)
“Fair Market Value” means, as of any date, the 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 or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system 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; 
  

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 (ii) If the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable; or 
  
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator. 
  
 (q) “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. 
  
 (r) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive
Stock Option. 
  
 (s) “Notice of
Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement. 
  
 (t) “Officer” means a person who is an
officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (u) “Option” means a stock option granted pursuant to the Plan. 
  
 (v) “Option Agreement” means an agreement
between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
  
 (w) “Option Exchange Program” means a program whereby outstanding Options are surrendered
in exchange for Options with a lower exercise price. 
  
 (x) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase Right. 
  
 (y) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 
  
 (z) “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
  
 (aa) “Plan” means this Roxio, Inc. 2001 Stock Plan. 
  
 (bb) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock
Purchase Rights under Section 11 of the Plan. 
  

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 (cc) “Restricted Stock Purchase Agreement” means a written agreement
between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  
 (dd) “Rule 16b-3” means Rule
16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 
  
 (ee) “Section 16(b)” means Section 16(b) of the Exchange Act. 
  
 (ff) “Service Provider” means an Employee,
Director or Consultant. 
  
 (gg)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. 
  
 (hh) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by
a Notice of Grant. 
  
 (ii)
“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 1,000,000 Shares plus an annual increase to be added on the first day of the Company’s fiscal year beginning in fiscal 2003, equal to the lesser of (i) 2,000,000 shares, (ii) six percent (6%) of the outstanding shares on
such date or (iii) an amount determined by the Board. The Shares may be authorized, but unissued, or reacquired Common Stock. 
  
 If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan,
whether upon exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan. 
  
 4. Administration of the Plan. 
  
 (a) Procedure. 
  
 (i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. 
  
 (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as
“performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall 

  

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be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 
  
 (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 
  
 (iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the
Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 
  
 (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific
duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
  
 (i) to determine the Fair Market Value; 
  
 (ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted hereunder; 
  
 (iii) to determine the number of shares of Common Stock to
be covered by each Option and Stock Purchase Right granted hereunder; 
  
 (iv) to approve forms of agreement for use under the Plan; 
  
 (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted
hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

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

  
 (vii) to institute an Option Exchange
Program; 
  
 (viii) to construe and interpret the
terms of the Plan and awards granted pursuant to the Plan; 
  
 (ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under
foreign tax laws; 
  

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 (x) to modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of
the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan; 
  
 (xi) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from
the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

  
 (xii) to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator; 
  
 (xiii) to make all other determinations deemed necessary or advisable for administering the Plan. 
  
 (c) Effect of Administrator’s Decision. The
Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights. 
  
 5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive
Stock Options may be granted only to Employees. 
  
 6.
Limitations. 
  
 (a) Each Option shall be
designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 
  
 (b) Neither the Plan nor any Option or Stock Purchase Right
shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to terminate
such relationship at any time, with or without cause. 
  

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 (c) The following limitations shall apply to grants of Options: 
  
 (i) No Service Provider shall be granted, in any fiscal year
of the Company, Options to purchase more than 500,000 Shares. 
  
 (ii) In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 500,000 Shares, which shall not count against the limit set forth in subsection (i) above.

  
 (iii) The foregoing limitations shall be
adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 13. 
  
 (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option. 
  
 7. Term of Plan.
Subject to Section 19 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan. 
  
 8. Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 
  
 9. Option Exercise Price and Consideration. 
  
 (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined
by the Administrator, subject to the following: 
  
 (i) In the case of an Incentive Stock Option 
  
 (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 
  
 (B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant. 
  

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 (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant. 
  
 (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate
transaction. 
  
 (b) Waiting Period and
Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 
  
 (c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of: 
  
 (i)
cash; 
  
 (ii) check; 
  
 (iii) promissory note; 
  
 (iv) other Shares which (A) 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, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised; 
  
 (v) consideration
received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; 
  
 (vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s
participation in any Company-sponsored deferred compensation program or arrangement; 
  
 (vii) any combination of the foregoing methods of payment; or 
  
 (viii) such other consideration and method of payment for the issuance of Shares to the extent permitted by
Applicable Laws. 
  
 10. Exercise of Option. 
  
 (a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option 

  

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Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option
may not be exercised for a fraction of a Share. 
  
 An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares
promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. 
  
 Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
  
 (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for ninety (90) days following the Optionee’s termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan, unless otherwise provided for in the Option Agreement. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for six (6) months following the Optionee’s termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  

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 (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option
may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires
the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for six (6) months
following the Optionee’s date of death. If an Optionee dies while a Service Provider, then any of Optionee’s Options that are not yet exercisable and vested on the date of death of the Optionee shall immediately become one hundred percent
(100%) vested and exercisable. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or
distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (e) 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. 
  
 11. Stock Purchase Rights. 
  

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted
by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 
  
 (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator.

  
 (c) Other Provisions. The Restricted
Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
  
 (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the
rights equivalent to those of a shareholder, and shall be a 

  

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shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 
  
 12. Non-Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, an Option or Stock Purchase Right
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such additional terms and conditions as the Administrator deems appropriate. 
  
 13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale. 
  
 (a) Changes in
Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option and Stock Purchase Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an Option or Stock Purchase Right. 
  
 (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an
Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. 
  

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 (c) Change of Control. In the event of a Change of Control of the Company each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Optionee in writing or electronically that
the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of
this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the Change of Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not
solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change
of Control. 
  
 (d) Change of Control. In
the event of a Change of Control of the Company (as such term is defined in paragraph (f) below), then any Options outstanding upon the date of such Change of Control that are not yet exercisable and vested on such date shall have their vesting
accelerated as to an additional twenty-five percent (25%) of the unvested Shares subject to such Options as of the date of such Change of Control, and such Stock Options shall continue to otherwise vest, (subject to (i) Optionee remaining in
Continuous Status as an Employee or Consultant, and (ii) accelerated vesting as provided for in Sections 13(c) or 13(e) of this Plan) at the same rate and as to the same number of Shares per vesting period as immediately prior to the Change of
Control. For example, if an Optionee holds an Option that is fifty percent (50%) vested immediately prior to the date of a Change of Control, which Option ordinarily vests so as to be one hundred percent (100%) vested four years after the date of
grant (subject to Optionee maintaining his or her Continuous Status as an Employee or Consultant), the Option would, upon the date of the Change of Control, become vested as to an additional twelve and one-half percent (12.5%) of the total number of
Shares covered by the Option (that is, twenty-five percent (25%) of the fifty percent (50%) that remained unvested as of the date of the Change of Control). The Option would resume vesting (subject to (i) Optionee maintaining his or her Continuous
Status as an Employee or Consultant, and (ii) accelerated vesting as provided for in Sections 13(c) or 13(e) of this Plan) so as to be 

  

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one hundred percent (100%) vested three and one-half (3 1⁄2) years following the date of grant. On the twelve month anniversary date (the
“Anniversary Date”) following the date of the Change of Control each Service Provider who is an Optionee shall have twenty-five percent (25%) of the unvested Shares subject to such Options as of the Anniversary Date accelerated, provided,
however, that such Optionee was a Service Provider on the date the Change of Control occurred and is a Service Provider on the Anniversary Date. For purposes of this Section 13(d), any acceleration applies only to options that have not expired.

  
 (e) In the event an Optionee is involuntarily
terminated without Cause within twelve (12) months following a Change of Control of the Company (as such terms are defined in Section 13(f) below), then any unexpired Options outstanding upon the date of such Change of Control that are not yet
exercisable and vested on such date shall become one hundred percent (100%) exercisable and vested. Notwithstanding the foregoing, (unless Optionee is party to a duly authorized written agreement with the Company providing otherwise) this Plan does
not constitute a contract of employment or impose on the Company any obligation to retain the Optionee, or to change the Company’s policies regarding termination of employment or other provision of services. The employment of Optionees who are
Employees is and shall continue to be at-will, as defined under applicable law, and may be terminated at any time, with or without cause. 
  
 (f) Definitions. 
  
 (i) Change of Control. For purposes of this Section, a “Change of Control” means the occurrence of any of the following:

  
 (A) When any “person,” as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (other than Adaptec, Inc., the Company, a Subsidiary or a Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; 

 
 (B) A change in the composition of the Board (excluding
a change caused by Adaptec, Inc.) occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (I) are directors of the
Company as of the date hereof, or (II) are appointed elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such appointment election or nomination (but shall not
include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); 
  

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 (C) The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or 
  
 (D) The consummation of the sale or disposition by the
Company of all or substantially all the Company’s assets. 
  
 (ii) Cause. For purposes of this Section 13, “Cause” shall mean (A) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as a service provider to the Company
and intended to result in substantial personal enrichment of the Optionee, (B) the Optionee’s conviction of a felony, or (C) a willful act by the Optionee which constitutes gross misconduct and which is injurious to the Company, or (D)
continued substantial violations by the Optionee of the Optionee’s duties to the Company which are demonstrably willful and deliberate on the Optionee’s part after there has been delivered to the Optionee a written demand for performance
from the Company which specifically sets forth the factual basis for the Company’s belief that the Optionee has committed continued substantial violations of his or her duties. 
  
 (g) Golden Parachute Excise Tax Vesting Acceleration Limitation. Notwithstanding any other provision
of this Plan, in the event that the vesting acceleration provided for in this Plan or amounts or benefits otherwise payable to an Optionee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for
this Section, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Optionee’s accelerated vesting hereunder shall be either 
  
 (i) made in full, or 
  
 (ii) made as to such lesser extent as would result in no portion of such acceleration, amounts or benefits
being subject to the Excise Tax, 
  
 whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Optionee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some
portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Optionee otherwise agree in writing, any determination required under this Section shall be made in writing in good faith by the accounting
firm serving as the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”). In the event of a reduction in benefits hereunder, the Optionee shall be given the choice of which benefits
to reduce. For purposes of making the calculations required by this Section, the Accountants may make reasonable 

  

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assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G
and 4999 of the Code. The Company and the Optionee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations contemplated by this Section. 
  
 14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

  
 15. Amendment and Termination of the Plan. 

 
 (a) Amendment and Termination. The Board may at
any time amend, alter, suspend or terminate the Plan. 
  
 (b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 
  
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 
  
 16. Conditions Upon Issuance of Shares. 
  
 (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock
Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such
compliance. 
  
 (b) Investment
Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 
  
 17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the 

  

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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.

  
 18. 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. 
  
 19. Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the
Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 
  
 20. Outside Director Options. The stock option grants called for by and the provisions of this Section 20 shall be automatic and, to the maximum
extent possible, self-effectuating. 
  
 (a)
Participation. Options under this Section 20 shall be made only to Outside Directors. An ‘Outside Director’ is a Director who is not an Employee. Options under this Section 20 shall be evidenced by Director Stock Option Agreements
substantially in the form of Appendix A hereto. 
  
 (b) Automatic Stock Option Grants. 
  
 (i) Reserved. 
  
 (ii) This clause (ii)
shall be effectively only as to grants that may not otherwise be made or provided for, as the case may be, under the Roxio, Inc. 2001 Director Option Plan (the “Director Plan”). For example, if a grant is provided under this clause (ii)
and a similar grant is provided for at about that time under the Director Plan, then such grant shall be made under the Director Plan (and not under this Plan) if there are then sufficient shares available under the Director Plan to make such grant.
If the Director Plan share limits would be exceeded by a particular grant or grants, the a pro-rata portion of each grant to be made at that time shall be made under the Director Plan (up to the Director Plan share limit) and the balance shall be
made under this Plan. If a grant is contemplated by this clause (ii) and a similar grant is not contemplated by the Director Plan (or if a larger grant is contemplated by this clause (ii) in the circumstances), then such grant (or the excess, as the
case may be) shall be made under this Plan. Each Outside Director who takes office upon or following the Company’s 2003 annual meeting of stockholders shall automatically be granted (without further action by the Board or a Committee) a
Nonstatutory Stock Option to purchase 25,000 Shares (or, in the case of an Outside Director who, as of the date he or she first becomes an Outside Director, is the chairman of the Board, the chairman of the compensation committee of the Board, the
chairman of the audit committee of the Board or the chairman of the nominating & corporate governance committee of the Board, the grant of an Option will be an Option to purchase 30,000 Shares not 25,000 Shares) on the date on which such person
first becomes an Outside Director, whether through election by the shareholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a member of 

  

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the Board who is also an Employee but who ceases to be an Employee shall not be eligible for an Option grant pursuant to this clause (ii). 
  
 (iii) This clause (iii) shall be effectively only as to
grants that may not otherwise be made or provided for, as the case may be, under the Director Plan. For example, if a grant is provided under this clause (iii) and a similar grant is provided for at about that time under the Director Plan, then such
grant shall be made under the Director Plan (and not under this Plan) if there are then sufficient shares available under the Director Plan to make such grant. If the Director Plan share limits would be exceeded by a particular grant or grants, the
a pro-rata portion of each grant to be made at that time shall be made under the Director Plan (up to the Director Plan share limit) and the balance shall be made under this Plan. If a grant is contemplated by this clause (iii) and a similar grant
is not contemplated by the Director Plan (or if a larger grant is contemplated by this clause (iii) in the circumstances), then such grant (or the excess, as the case may be) shall be made under this Plan. Each Outside Director shall automatically
be granted (without further action by the Board or a Committee) a Nonstatutory Stock Option to purchase 6,250 Shares (or, in the case of an Outside Director who, as of the applicable grant date of the Option, is the chairman of the Board, the
chairman of the compensation committee of the Board, the chairman of the audit committee of the Board or the chairman of the nominating & corporate governance committee of the Board, the grant of an Option will be an Option to purchase 7,500
Shares not 6,250 Shares) on January 1 of each year during the term of the Plan, commencing with January 1, 2004, provided he or she is then an Outside Director and as of such date of grant he or she shall have served on the Board for at least the
preceding six (6) months. 
  
 (c) Share
Limit. Grants that would otherwise exceed the maximum number of Shares under Section 3 shall be prorated within such limitation. 
  
 (d) Exercise Price; Exercise Procedures. 
  

(i) The per share exercise price of each Option granted pursuant to this Section 20 shall be one hundred percent (100%) of the Fair
Market Value of a Share as of the applicable date of grant (determined pursuant to Section 20(b) above) of the Option. 
  
 (ii) Each Option granted under this Section 20 shall be exercisable only to the extent that it is vested and has not terminated or
expired. 
  
 (iii) An Option granted under this
Section 20 may not be exercised for a fraction of a Share. 
  
 (iv) An Option granted under this Section 20 shall be deemed to be exercised when written notice of such exercise (in the form attached to the applicable Director Stock Option Agreement) has been given to the Company
in accordance with the terms of the Option by the person entitled to exercise the 

  

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Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. 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 shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall 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 13 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which
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. 
  
 (v) The exercise price of any Option granted under this Section 20 shall be paid in full at the time of each purchase (i) in cash, (ii) by
check, (iii) by the delivery of other Shares which (x) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) by consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v)
any combination of the foregoing methods of payment. 
  
 (e) Vesting. Each Option granted under this Section 20 shall become vested on a quarterly basis as follows: 6.25% of the total number of Shares subject to the Option shall vest on each three-month anniversary of the date of grant of
the Option such that the Option is scheduled to become fully vested on the fourth anniversary of the date of grant of the Option; provided, in the case of each vesting date, that the director has continued as a member of the Board through such date.
If an Option is granted on the 29th, 30th, or 31st of a month and a three-month anniversary of such date is scheduled to occur in a month that does not contain 29, 30, or 31 days, as applicable, the applicable installment of the Option shall instead
be deemed to vest on the last day of the relevant month. 
  
 (f) Term of Options; Termination of Services. Options granted pursuant to this Section 20 shall be subject to the following termination provisions. 
  
 (i) Each Option granted under this Section 20 shall have a maximum term of ten (10) years and shall expire
no later than the close of business on the last business day preceding the tenth (10th) anniversary of the initial date of grant of the Option. 
  
 (ii) In the event an Optionee’s status as a Director terminates (other than upon the Optionee’s death), the Optionee may
exercise his or her Option, but only within ninety (90) days following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such 

  

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termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on
the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 
  
 (iii) In the event of an Optionee’s death, the
Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance may exercise the Option, but only within six months following the date of the Optionee’s death, and only to the extent that the Optionee
was entitled to exercise it on the date of death (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of death, and to the extent that the
Optionee’s estate or a person who acquired the right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 
  
 (g) Transferability. Options granted pursuant to this
Section 20 shall be subject to the transfer limitations set forth in Section 12. 
  
 (h) Adjustments; Dissolution or Liquidation; Change of Control. 
  
 (i) Options granted under this Section 20 shall be subject to adjustment as provided in Section 13(a).

  
 (ii) Options granted under this Section 20
shall be subject to the accelerated vesting, termination, and other dissolution or liquidation provisions of Section 13(b). 
  
 (iii) Options granted under this Section 20 that are outstanding immediately prior to a Change of Control (as such term is defined for
purposes of Section 13) shall thereupon become fully vested and shall be subject to termination in connection with a Change of Control as provided in Section 13(c). 
  
 (iv) The accelerated vesting provisions of clauses (ii) and (iii) above are subject to the golden parachute
excise tax provisions of Section 13(g). 
  

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