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                             SERENA SOFTWARE, INC.
                              AMENDED AND RESTATED
                      1997 STOCK OPTION AND INCENTIVE PLAN

    1.  PURPOSES OF THE PLAN. The purposes of this Amended and Restated 1997
Stock Option and Incentive 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) "CODE" means the Internal Revenue Code of 1986, as amended.

    (e) "COMMITTEE" means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.

    (f) "COMMON STOCK" means the common stock of the Company.

    (g) "COMPANY" means SERENA Software , Inc., a California corporation.

    (h) "CONSULTANT" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.

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

    (j) "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.

    (k) "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.

    (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

    (m) "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
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    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;

        (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.

    (n) "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.

    (o) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

    (p) "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.

    (q) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

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

    (s) "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.

    (t) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding Options
are surrendered in exchange for Options with a lower exercise price.

    (u) "OPTIONED STOCK" means the Common Stock subject to an Option or Stock
Purchase Right.

    (v) "OPTIONEE" means the holder of an outstanding Option or Stock Purchase
Right granted under the Plan.

    (w) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

    (x) "PLAN" means this Amended and Restated 1997 Stock Option and Incentive
Plan.

    (y) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to a
grant of Stock Purchase Rights under Section 11 of the Plan.

    (z) "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.

    (aa) "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.

    (bb) "SECTION 16(B)" means Section 16(b) of the Exchange Act.

    (cc) "SERVICE PROVIDER" means an Employee, Director or Consultant.

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    (dd) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.

    (ee) "STOCK PURCHASE RIGHT" means the right to purchase Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

    (ff) "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 which may be optioned and sold
under the Plan is 4,550,000 Shares (the Shares may be authorized, but unissued,
or reacquired Common Stock), plus (i) any unused Shares, (ii) any forfeited
Shares, and (iii) annual increases on the first day of each fiscal year,
beginning with the fiscal year ending January 31, 2001, equal to the lesser of
(a) 4,000,000 Shares, (b) 2 1/2% percent of the Shares of Common Stock
outstanding on the last day of each preceding fiscal year or (c) such amount as
determined by the Board. For purposes of this Section 3, (i) "unused Shares"
means Shares reserved for issuance but not subject to grants under this Amended
and Restated 1997 Stock Option and Incentive Plan (the "1997 Plan") and (ii)
"forfeited Shares" means any Shares covered by grants under the 1997 Plan that
are not issued to participants or that are returned to the Company upon
forfeiture of such Shares.

    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. The Plan may be administered by
    different Committees with respect to different groups of Service Providers.

        (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 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
discre-tion:

        (i) to determine the Fair Market Value;

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        (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;

        (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

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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.

    (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 250,000 Shares.

        (ii) In connection with his or her initial service, a Service Provider
    may be granted Options to purchase up to an additional 750,000 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 canceled 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 canceled 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 which 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 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

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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 three (3)
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 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 twelve (12) 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.

    (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 twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. 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

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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 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

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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 exer-cised, an Option or
Stock Purchase Right will terminate immediately prior to the consummation of
such proposed action.

    (c) MERGER OR ASSET SALE. In the event of (i) a merger or consolidation of
the Company with or into another corporation resulting in the outstanding voting
securities of the Company immediately prior thereto representing (either by
remaining or by being converted into voting securities of the surviving entity)
less than 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 (ii) the sale of all or substantially all of the assets of
the Company, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in the event of a merger or consolidation or sale of assets as
provided above, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable.

    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 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.

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    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.

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