**Exhibit 10.1**

**OPENWAVE SYSTEMS INC.**

**AMENDED AND RESTATED**

**1999 DIRECTORS’ EQUITY COMPENSATION PLAN**

**as Amended and Restated effective October 20, 2008**

**Termination Date: November 30, 2014**

1. ***Purposes of the Plan*****.** The purposes of this Openwave Systems Inc. Amended and Restated 1999 Directors’ Equity CompensationPlan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on theBoard. 

All options granted hereunder shall be nonstatutory stock options. 

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

(a) ***“Annual Award”*** means yearly granting of both the Annual Option Award and the Annual Restricted Stock Award.

(b) ***“Annual Meeting of the Stockholders”****means the Company’s annual meeting of itsstockholders.*

(c) ***“Annual Option Award”*** means the annual grant of an Option to purchase acertain number of shares granted by the Board to an Outside Director. 

(d) ***“Annual Restricted StockAward”*** means the annual Restricted Stock Bonus of a certain number of shares granted by the Board to an Outside Director. 

(e) ***“Award”*** means an Option, Stock Appreciation Right, Restricted Stock Bonus or Restricted Stock Unit granted under the Plan. 

(f) ***“Award Recipient”*** means an Outside Director who receives an Award. 

(g) ***“Base Price”*** means the Fair Market Value of one Share on the date that a Stock Appreciation Right is granted.

(h) ***“Board”*** means the Board of Directors of the Company. 

(i) ***“Change of Control”*** means the occurrence of any of the following events: 

(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group ofrelated persons (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that will continue the business of the Company in the future;

(ii) A merger or consolidation involving the Company in which the voting securities ofthe Company owned by the stockholders of the Company immediately prior to such merger or consolidation do not represent, after conversion if applicable, more than fifty percent (50%) of the total voting power of the surviving controlling entityoutstanding immediately after such merger or consolidation; provided that any person who (1) was a beneficial owner (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of the voting securities of the Companyimmediately prior to such merger or consolidation, and (2) is a beneficial owner of more than 20% of the securities of the Company immediately after such merger or consolidation, shall be excluded from the list of “stockholders of theCompany immediately prior to such merger or consolidation” for purposes of the preceding calculation); or 

(iii) Thedirect or indirect acquisition of beneficial ownership of at least fifty percent (50%) of the voting securities of the Company by a person or group of related persons (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) ofthe Exchange Act); provided, that “person or group of related persons” shall not include the Company, a subsidiary of the Company, or an employee benefit plan sponsored by the Company or a subsidiary of the Company (including any trusteeof such plan acting as trustee). 

(j) ***“Code”*** means the Internal Revenue Code of 1986, as amended.

(k) ***“Common Stock”*** means the Common Stock of the Company. 

(l) ***“Company”*** means Openwave Systems Inc., a Delaware corporation. 

(m) ***“Continuous Status as a Director”*** means the absence of any interruption or termination of service as aDirector. The Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Company, including sick leave, military leave or any other personal leave.

(n) ***“Corporate Transaction”*** means a dissolution or liquidation of the Company, a sale of all orsubstantially all of the Company’s assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation. 

(o) ***“Director”*** means a member of the Board. 

(p)***“Employee”*** means any person, including any officer or Director, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company shall not be sufficient in and of itselfto constitute “employment” by the Company. 

(q) ***“Exchange Act”*** means the SecuritiesExchange Act of 1934, as amended. 

(r) ***“Fair Market Value”*** means the value of a Share as determinedin accordance with Section 8(a) hereof. 

(s) ***“First Award”*** means the first Award granted by theBoard to a new Outside Director which shall consist of the First Option Award and the First Restricted Option Award. 

(t)***“First Option Award”*** means the first Option to purchase a certain number of shares granted to an Outside Director upon his or her election by the stockholders of appointment by the Board. 

(u) ***“First Restricted Stock Award”*** means the first Restricted Stock Bonus of a certain number of shares granted toan Outside Director upon his or her election by the stockholders or appointment by the Board. 

(v)***“Option”*** means a stock option granted pursuant to the Plan. All options shall be nonstatutory stock options (i.e., options that are not intended to qualify as incentive stock options under Section 422 of the Code).

(w) ***“Optioned Stock”*** means the Common Stock subject to an Option. 

(x) ***“Optionee”*** means an Outside Director who receives an Option. 

(y) ***“Outside Director”*** means a Director who is not an Employee. 

(z) ***“Parent”*** means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code. 

(aa) ***“Plan”*** means this Openwave Systems Inc. Amended and Restated1999 Directors’ Equity Compensation Plan. 

(bb) ***“Restricted Stock Bonus”***means a grant ofShares not requiring an Outside Director to pay any amount of monetary consideration. 

(cc) ***“Restricted StockBonus Recipient”*** means an Outside Director who receives a Restricted Stock Bonus. 

(dd)*“****Restricted Stock Unit****”* means a right to receive an amount of cash and/or Shares, as the case may be, equal to the Fair Market Value of one Share at the time the Restricted Stock Unit vests. 

(ee) ***“Restricted Stock Unit Recipient”*** means an Outside Director who receives a Restricted Stock Unit. 

(ff) ***“Share”*** means a share of the Common Stock, as adjusted in accordance with Section 14 hereof.

(gg) ***“Stock Appreciation Right”*** means the right to receive anamount of cash and/or Shares, as the case may be, equal to the Fair Market Value of one Share on the day the Stock Appreciation Right is redeemed, reduced by the Base Price applicable to such Stock Appreciation Right. 

(hh) ***“Stock Appreciation Right Recipient”*** means an Outside Director who receives a Stock Appreciation Right.

(ii) ***“Subsidiary”*** means a “subsidiary corporation,” whether now or hereafter existing, asdefined in Section 424(f) of the Code. 

3. ***Stock Subject to the Plan*****.** Subject to the provisions ofSection 14 hereof, the maximum aggregate number of Shares that are available for Awards under the Plan is 650,000 Shares (the *“Pool”*). The Shares may be authorized, but unissued, or reacquired Common Stock. Upon anydistribution in respect of Stock Appreciation Rights or Restricted Stock Units, there shall be deemed to have been delivered under this Plan for purposes of this Section 3 the number of Shares covered by the Stock Appreciation Rights orRestricted Stock Units, regardless of whether such distribution was paid in cash or Shares. 

If an Award should expire, be cancelled orforfeited or become unexercisable or irredeemable for any reason without Shares being delivered thereunder (or other payment made in lieu thereof) or the Award having been exercised in full, the Shares that were subject thereto shall, unless thePlan has been terminated, become available for future grant under the Plan. Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are retained by theCompany upon the vesting, exercise or redemption of an Award in order to satisfy the exercise price for such Award or withholding taxes, if any, due in connection with such vesting, exercise or redemption. For the avoidance of doubt, Sharesunderlying (i) the unexercised portion of an Option or Stock Appreciation Right and (ii) the unvested portion of a Restricted Stock Bonus or Restricted Stock Unit at the time any such Award terminates in accordance with Sections 10, 11, 12or 13 hereof, as applicable, shall revert to and again be available for future grant under the Plan, unless the Plan has been terminated. If Shares that were acquired upon exercise of an Option or redemption of a Stock Appreciation Right, or inconnection with a Restricted Stock Bonus or Restricted Stock Unit are subsequently repurchased by the Company, such Shares shall not in any event be returned to the Plan and shall not become available for future grant under the Plan. 

4. ***Administration of and Grants of Awards under the Plan*****.**

(a) ***Administrator*****.** Except as otherwise required herein, the Plan shall be administered by the Board; providedhowever, that the Board may by resolution delegate to a committee of two or more members of the Board the authority to perform any or all things that the Board is authorized and empowered to do or perform under the Plan, and for all purposes underthis Plan, such committee shall be treated as the Board; except to the extent that the grant or exercise of such authority would cause any Award or 

transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16(b) of the Exchange Act.Notwithstanding anything in this Section 4(a) to the contrary, any amendment to the Plan that, in accordance with Applicable Law (as defined in Section 17 hereof), would require stockholder approval must be approved by the full Board.

(b) ***Procedure for Grants*****.** All grants of Awards hereunder shall be automatic and nondiscretionary andshall be made strictly in accordance with the following provisions: 

(i) No person shall have any discretion to select whichOutside Directors shall be granted Awards or to determine the number of Shares to be covered by Awards granted to Outside Directors. 

(ii) Each Outside Director who becomes an Outside Director for the first time after October 20, 2008, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy, but excluding a person whobecomes an Outside Director solely on account of his or her resignation or termination of employment with the Company, shall automatically be granted, on the date that such person becomes an Outside Director, the First Award which shall consist of(i) the First Option Award and (ii) the First Restricted Stock Award, in each case as determined by the Board. In the event, however, that (i) the Board exercises its discretion under Section 4(f) to grant Stock AppreciationRights in lieu of Options and/or Restricted Stock Units in lieu of Restricted Stock Bonuses, the First Award shall instead consist of a grant of Stock Appreciation Rights and/or Restricted Stock Units covering the number of Shares to be issuedpursuant to the First Award. 

(iii) Each Outside Director shall automatically be eligible for a grant of an Annual Awardwhich shall consist of (i) an Annual Option Award and (ii) an Annual Restricted Stock Award, in each case, on the date of the Company’s most recently adjourned Annual Meeting of the Stockholders provided they are an Outside Directoras of such date. The number of Shares subject to each Annual Award shall be determined by the Board and shall be granted to each Outside Director in accordance with the schedule set forth in Subsections 4(b)(iii)(1)-(4) hereof. For theavoidance of doubt, a person who becomes an Outside Director solely on account of his or her resignation or termination of employment with the Company shall be entitled to Annual Awards pursuant to this Subsection 4(b)(iii) based on the time suchDirector first becomes an Outside Director. In the event, however, that the Board exercises its discretion under Section 4(f) to grant Stock Appreciation Rights in lieu of Options and/or Restricted Stock Units in lieu of Restricted StockBonuses, the Annual Awards instead shall consist of a grant of Stock Appreciation Rights and/or Restricted Stock Units, as applicable, covering the number of Shares determined pursuant to the schedule set forth in Subsections4(b)(iii)(1)-(4) hereof. 

(1) a person who has served less than two full months as an Outside Director during theprior calendar shall not be awarded any Annual Award; 

(2) a person who has served at least two full months, but less than five full months asan Outside Director during the prior calendar year, shall be granted an Annual Award equal to one-third of the Annual Option Award and the Annual Restricted Stock Award, respectively; 

(3) a person who has served at least five full months, but less than eight full months as an Outside Director during the prior calendaryear, shall be granted an Annual Award equal to two-thirds of the Annual Option Award and the Annual Restricted Stock Award, respectively; and 

(4) a person who has served at least eight full months as an Outside Director during the prior calendar year, shall be granted the full Annual Award. 

(iv) Notwithstanding the provisions of Subsections (ii) and (iii) hereof, in the event that a grant would cause the number ofShares subject to outstanding Awards plus the number of Shares previously acquired upon exercise or redemption of, or otherwise in connection with, Awards to exceed the Pool, then each such automatic grant shall be for that number of Sharesdetermined by dividing the total number of Shares remaining available for grant by the number of Outside Directors receiving an Award on the automatic grant date and shall be granted in the form of both Options (or Stock Appreciation Rights) andRestricted Stock Bonuses (or Restricted Stock Units) in the same proportions as would otherwise have been granted on that date. Any further grants shall then be deferred until such time, if any, as additional Shares become available for grant underthe Plan through action of the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation, forfeiture or expiration of Awards previously granted hereunder. 

(v) Notwithstanding the provisions of Subsections (ii) and (iii) hereof, any grant of an Award made before the Company hasobtained required stockholder approval of the Plan in accordance with Section 20 hereof shall be conditioned upon obtaining such stockholder approval of the Plan in accordance with Section 20 hereof. 

(vi) The terms of each Award granted hereunder shall be as follows: 

(1) each Award of Options or Stock Appreciation Rights shall be exercisable or redeemable only while the Outside Director remains aDirector of the Company, except as set forth in Section 9 or Section 10 hereof, as applicable; 

(2) the exerciseprice or Base Price per Share of each Option or Stock Appreciation Right shall be 100% of the Fair Market Value per Share on the date of grant of each Award, determined in accordance with Section 8(a) hereof; 

(3) each Option or Stock Appreciation Right, whether granted to an Outside Director as aFirst Award or an Annual Award, shall vest and become exercisable or redeemable in equal annual installments commencing on the one year anniversary of the date of grant and ending on the three year anniversary of the date of grant; provided,however, that such Shares underlying the Award shall only vest as long as the Outside Director remains in Continuous Status as a Director of the Company on the respective vesting date; 

(4) each Share subject to a Restricted Stock Bonus and each Restricted Stock Unit, whether granted to an Outside Director as a FirstAward or an Annual Award, shall vest in equal annual installments commencing on the one year anniversary of the date of grant and ending on the three year anniversary of the date of grant; provided, however, that such Shares underlying the Awardshall only vest as long as the Outside Director remains in Continuous Status as a Director of the Company on the respective vesting date; 

(5) notwithstanding Sections 4(b)(vi)(3) through (4), each Award granted to an Outside Director shall immediately vest and, to the extent applicable, become exercisable or redeemable upon the termination of suchOutside Director’s Continuous Status as a Director for any reason (except upon such Outside Director’s resignation from the Board or determination not to stand for re-election) upon the occurrence of or within twenty-four (24) monthsfollowing a Change of Control. 

(c) ***Powers of the Board*****.** Subject to the provisions and restrictions ofthe Plan, the Board shall have the authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 8(a) hereof, the Fair Market Value of the Common Stock; (ii) to determine theexercise price or Base Price per Share of Options and Stock Appreciation Rights to be granted, which exercise price or Base Price shall be determined in accordance with Section 9 or Section 10 hereof, as applicable; (iii) to interpretthe Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously grantedhereunder; and (vi) to make all other determinations deemed necessary or advisable for the administration of the Plan. 

(d) ***Effect of Board’s Decision*****.** All decisions, determinations and interpretations of the Board shall be final and binding on all Award Recipients and any other holders of any Awards granted under the Plan.

(e) ***Suspension or Termination of Award*****.** If the Chief Executive Officer or his or her designeereasonably believes that an Award Recipient has committed an act of misconduct, such officer may suspend the Award Recipient’s right to vest in or exercise or redeem any Award, or receive Shares under an Award, pending a determination by theBoard (excluding the Outside Director accused of such misconduct). If the Board (excluding the Outside Director accused of such misconduct) determines an Award Recipient has committed an act of embezzlement, fraud, dishonesty, nonpayment of anobligation owed to the Company, breach of fiduciary duty or deliberate disregard of 

the Company rules resulting in loss, damage or injury to the Company, or if an Award Recipient makes an unauthorized disclosure of any Company trade secretor confidential information, engages in any conduct constituting unfair competition, induces any Company customer to breach a contract with the Company or induces any principal for whom the Company acts as agent to terminate such agencyrelationship, all Awards then held by the Award Recipient (or his or her estate) shall be forfeited immediately upon such determination. In making such determination, the Board (excluding the Outside Director accused of such misconduct) shall actfairly and shall give the Award Recipient an opportunity to appear and present evidence on his or her own behalf at a hearing before the Board or a committee of the Board. 

(f) ***Stock Appreciation Rights and/or Restricted Stock Units; Distribution*****.** Notwithstanding the provisions of Sections4(b) through 4(e) hereof, the Board shall retain the right to make grants under this Plan in the form of Stock Appreciation Rights rather than in Options and in the form of Restricted Stock Units rather than in Restricted Stock Bonuses. 

Stock Appreciation Rights granted in lieu of Options and Restricted Stock Units granted in lieu of Restricted Stock Bonuses shall coverthe same number of underlying Shares as the Award for which they have been substituted. Vested Stock Appreciation Rights shall be redeemable upon such terms and conditions as the Board may establish that are not inconsistent with the provisions ofSection 4(b) hereof. Upon redemption of the Stock Appreciation Right, the Stock Appreciation Right Recipient shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Fair MarketValue (on the redemption date) of the Shares underlying the redeemed right over (ii) the aggregate Base Price in effect for those Shares. Upon the vesting of each Restricted Stock Unit, the Restricted Stock Unit Recipient shall be entitled toreceive a distribution from the Company in an amount equal to the aggregate Fair Market Value (on the vesting date) of the Shares underlying the portion of the Restricted Stock Unit vesting on such date. 

The distribution with respect to any Stock Appreciation Right or Restricted Stock Unit may be made in Shares valued at the Fair MarketValue on the redemption or vesting date (as applicable), in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate. 

5. ***Eligibility*****.** Awards may be granted only to Outside Directors. All Awards shall be automatically granted in accordance with the terms set forth in Section 4(b) hereof. An Outside Directorwho has been granted an Award may, if he or she is otherwise eligible, be granted an additional Award or Awards in accordance with such provisions. 

The Plan shall not confer upon any Award Recipient any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company mayhave to terminate his or her directorship at any time. 

6. ***Term of Plan; Effective Date*****.** This amendment and restatement of the Plan willbecome effective upon its approval by the stockholders of the Company on November 22, 2005. The Plan shall continue in effect until November 30, 2014, unless sooner terminated under Section 16 hereof. 

7. ***Term of Awards*****.** The term of each Award of Options or Stock Appreciation Rights granted after November 30, 2004 shall be ten(10) year(s) from the date of grant thereof unless an Award terminates sooner pursuant to Section 9 or Section 10 hereof, as applicable, or the Award Recipient’s Award agreement. 

8. ***Determination of Fair Market Value; Withholding*****.**

(a) ***Fair Market Value*****.** Fair Market Value per Share shall be determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NationalMarket System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported), as quotedon such exchange or system on the day of determination or, if the stock exchange or national market system on which the Common Stock trades is not open on the day of determination, the last business day prior to the day of determination; 

(ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market System thereof) or regularly quoted by arecognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination or, if the stock exchange or national market systemon which the Common Stock trades is not open on the day of determination, the last business day prior to the day of determination; or 

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 

(b) ***Share Withholding; Delivery of Shares*****.**With respect to any Award, the Board may, in its discretion and subject tosuch rules as the Board may adopt, permit or require any Award Recipient to satisfy, in whole or in part, a withholding tax obligation, if any, which may arise in connection with the Award by electing to have the Company withhold Shares having aFair Market Value (as of the date the amount of withholding tax is determined) equal to the amount of withholding tax. 

If,under the Plan or any agreement evidencing an Award, an Award Recipient is permitted to pay the exercise price of an Option or taxes relating to the vesting, exercise or redemption of an Award by delivering Shares, the Award Recipient may satisfysuch delivery requirement by presenting proof of beneficial ownership of such Shares, subject to procedures satisfactory to the Board. If the Award Recipient presents such proof, the Company shall treat the Award as vested, exercised or redeemedwithout further payment and shall withhold the appropriate number of Shares from the Shares actually acquired by the Award Recipient under the Award. 

9. ***Terms and Conditions of Options*****.**

(a) ***Exercise Price*****.** The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shallbe 100% of the Fair Market Value per Share on the date of grant of the Option. 

(b) ***Form of Consideration forOptions*****.** The consideration to be paid for the Shares to be issued upon exercise of an Option shall consist entirely of cash, check, other Shares having a Fair Market Value on the date of surrender equal to the aggregate exercise priceof the Shares as to which the Option shall be exercised (which, if acquired from the Company, shall have been held for such period of time, if any, as required by the Administrator), or any combination of such methods of payment and/or, if expresslypermitted under the terms of an Option, any other consideration or method of payment as shall be permitted under applicable corporate law. 

(c) ***Procedure for Exercise; Rights as a Stockholder*****.** Any Option granted hereunder shall be exercisable at such times as are set forth in Section 4(b) hereof; provided, however, that no Optionshall be exercisable prior to stockholder approval of the Plan obtained in accordance with Section 20 hereof. 

AnOption may not be exercised for a fraction of a Share. 

An Option shall be deemed to be exercised when written notice ofsuch exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Fullpayment may consist of any consideration and method of payment allowable under Section 9(b) hereof. 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) ofthe stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the numberof Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued,except as provided in Section 14 hereof. 

Exercise of an Option in any manner shall result in a decrease in the numberof Shares which thereafter may be available for sale under the Option, by the number of Shares as to which the Option is exercised. 

(d) ***Termination of Continuous Status as a Director*****.** If an interruption or termination of the Continuous Status as a Director occurs to an Outside Director, he or she may, but only within three (3) months after thedate he or she ceases to be a Director of the Company, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, 

in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that such Outside Director was not entitled toexercise an Option at the date of such termination, or does not exercise such Option (to the extent he or she was entitled to exercise) within the time specified above, the Option shall terminate and the Shares underlying the unexercised portion ofthe Option shall revert to the Plan. 

(e) ***Disability of Optionee*****.** Notwithstanding Section 9(d)hereof, in the event a Director is unable to continue his or her service as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within twelve(12) months from the date of such termination, exercise his or her Option to the extent he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its termset forth in Section 7 has expired. To the extent that he or she was not entitled to exercise the Option at the date of termination, or if he or she does not exercise such Option (to the extent he or she was entitled to exercise) within thetime specified above, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan. 

(f) ***Death of Optionee*****.** In the event of the death of an Optionee: (A) who is, at the time of his or her death, a Director of the Company and who shall have been in Continuous Status as aDirector since the date of grant of the Option, or (B) three (3) months after the termination of Continuous Status as a Director, the Option may be exercised, at any time within twelve (12) months following the date of death, by theOptionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or the date of termination, as applicable.Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that an Optionee was not entitled to exercise the Option at the date of death or termination or if he or shedoes not exercise such Option (to the extent he or she was entitled to exercise) within the time specified above, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan. 

10. ***Terms and Conditions of Stock Appreciation Rights*****.**

(a) ***Base Price*****.** The per Share Base Price for the Shares to be issued pursuant to the redemption of a StockAppreciation Right shall be 100% of the Fair Market Value per Share on the date of grant of the Stock Appreciation Right. 

(b) ***Procedure for Redemption; Rights as a Stockholder*****.** Any Stock Appreciation Right granted hereunder shall be redeemable at such times as are set forth in Section 4(b) hereof; provided, however, that no StockAppreciation Right shall be redeemable prior to stockholder approval of the Plan obtained in accordance with Section 20 hereof. 

A Stock Appreciation Right may not be redeemed for a fraction of a Share. 

A Stock Appreciation Right shall be deemed to be redeemed when written notice of suchredemption has been given to the Company in accordance with the terms of the Stock Appreciation Right by the person entitled to redeem the Stock Appreciation Right. 

Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of theCompany) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares distributed upon redemption of Stock Appreciation Rights, notwithstanding theredemption of the Stock Appreciation Right. A share certificate for the number of Shares so acquired shall be issued to the Stock Appreciation Right Recipient as soon as practicable after redemption of the Stock Appreciation Right. No adjustmentwill 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 14 hereof. 

(c) ***Termination of Continuous Status as a Director*****.** If an interruption or termination of the Continuous Status as aDirector occurs to an Outside Director, he or she may, but only within three (3) months after the date he or she ceases to be a Director of the Company, redeem his or her Stock Appreciation Right to the extent that he or she was entitled toredeem it at the date of such termination. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term set forth in Section 7 has expired. To the extent that such Outside Director was not entitled toredeem a Stock Appreciation Right at the date of such termination, or does not redeem such Stock Appreciation Right (to the extent he or she was entitled to redeem) within the time specified above, the Stock Appreciation Right shall terminate andthe Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan. 

(d) ***Disabilityof Stock Appreciation Right Recipient*****.**

Notwithstanding Section 10(c) hereof, in the event a Director is unable tocontinue his or her service as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within twelve (12) months from the date of suchtermination, redeem his or her Stock Appreciation Right to the extent he or she was entitled to redeem it at the date of such termination. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term setforth in Section 7 has expired. To the extent that he or she was not entitled to redeem the Stock Appreciation Right at the date of termination, or if he or she does not redeem such Stock Appreciation Right (to the extent he or she was entitledto redeem) within the time specified above, the Stock Appreciation Right shall terminate and the Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan. 

(e) ***Death of Stock Appreciation Right Recipient*****.** In the event of the death of a Stock Appreciation Right Recipient:(A) who is, at the time of his or her death, a Director of the Company and who shall have been in Continuous Status as a Director since the date of grant of the Stock Appreciation Right, or (B) three (3) months after the 

termination of Continuous Status as a Director, the Stock Appreciation Right may be redeemed, at any time within twelve (12) months following the dateof death, by the Stock Appreciation Right Recipient’s estate or by a person who acquired the right to redeem the Stock Appreciation Right by bequest or inheritance, but only to the extent of the right to redeem that had accrued at the date ofdeath or the date of termination, as applicable. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term set forth in Section 7 has expired. To the extent that a Stock Appreciation Right Recipientwas not entitled to redeem the Stock Appreciation Right at the date of death or termination or if he or she does not redeem such Stock Appreciation Right (to the extent he or she was entitled to redeem) within the time specified above, the StockAppreciation Right shall terminate and the Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan. 

11. ***Terms and Conditions of Restricted Stock Bonuses*****.**

(a) ***Consideration*****.**Restricted Stock Bonuses may be awarded in consideration for future services to be rendered or past services actually rendered to the Company or for its benefit, or any benefit to the Company within the meaning of Section 152 of the DelawareGeneral Corporation Law, or any combination thereof. 

(b) ***Vesting*****.** Shares awarded under a RestrictedStock Bonus shall be subject to a share reacquisition right in favor of the Company in accordance with the vesting schedule set forth in Section 4(b)(vi)(4) hereof. 

(c) ***Termination of Continuous Status as a Director*****.** If an interruption or termination of the Continuous Status as aDirector occurs to an Outside Director, the Company shall reacquire all of the Shares subject to Restricted Stock Bonuses awarded to the Outside Director that have not vested as of the date of interruption or termination and such Shares shall revertto the Plan. 

12. ***Terms and Conditions of Restricted Stock Units*****.**

(a) ***Consideration*****.** Shares subject to Restricted Stock Units may be awarded in consideration for future services to berendered or past services actually rendered to the Company or for its benefit, or any benefit to the Company within the meaning of Section 152 of the Delaware General Corporation Law, or any combination thereof. 

(b) ***Vesting*****.** Restricted Stock Units shall be subject to forfeiture in accordance with the vesting schedule set forthin Section 4(b)(vi)(4) hereof. 

(c) ***Termination of Continuous Status as a Director*****.** If aninterruption or termination of the Continuous Status as a Director occurs to an Outside Director, all Restricted Stock Units awarded to the Outside Director that have not vested as of the date of interruption or termination shall terminate and theShares subject to such Restricted Stock Units shall revert to the Plan. 

(d) ***Deferral*****.** To the extent permitted by the Board in the terms ofthe agreement evidencing an Award of Restricted Stock Units, an Outside Director may elect to defer receipt of the value of the Shares otherwise deliverable upon the vesting of an Award of Restricted Stock Units, so long as such deferral electioncomplies with the procedures established by the Board and applicable law, including Section 409A of the Code and the regulations and other guidance issued thereunder. Notwithstanding anything herein to the contrary, in no event will anydeferral of the delivery of Shares or any other payment with respect to any Restricted Stock Unit be allowed if the Board determines that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code.

13. ***Nontransferability of Awards*****.** Awards granted under the Plan 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 or pursuant to a domestic relations order. The designation of a beneficiary by an Award Recipient does not constitute a transfer. An Award may beexercised during the lifetime of an Award Recipient only by the Award Recipient or a transferee permitted by this Section. 

14.***Adjustments Upon Changes in Capitalization; Corporate Transactions*****.**

(a)***Adjustment*****.** Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares set forth in Sections 4(b)(ii), (iii), (iv), and (vi) hereof, andthe number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, as well as the exercise price or Base Price per Share of each outstanding Option orStock Appreciation Right, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock (includingany such change in the number of Shares effected in connection with a change in domicile of the Company) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided however thatconversion 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, bindingand 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 withrespect to, the number or price of Shares subject to an Award. 

(b) ***Corporate Transactions; Change ofControl*****.** In the event of a Corporate Transaction, each outstanding Award shall be (i) continued by the Company, (ii) assumed by the successor to the Company or a Parent or Subsidiary of the Company or such successor, or(iii) an equivalent award shall be substituted by the successor or a Parent or Subsidiary of such successor or the Company. In the event that the Company shall not continue each outstanding Award and the Company does not reach agreement withany other entity to assume the outstanding Awards or to substitute equivalent awards, the Awards shall terminate upon the consummation of the transaction; provided, 

however, that each Award Recipient shall have the right to exercise or redeem all of his or her Options to purchase Shares or Stock Appreciation Rights,immediately prior to the consummation of the transaction, to the extent that he or she was entitled to exercise such Awards immediately prior to the consummation of the transaction. In addition, in the event of a Change of Control, each outstandingAward shall be (i) continued by the Company, (ii) assumed by the successor to the Company or a Parent or Subsidiary of the Company or such successor, or (iii) an equivalent award shall be substituted by the successor or a Parent orSubsidiary of the Company or such successor. In the event that the Company shall not continue each outstanding Award and the Company does not reach agreement with any other entity to assume the outstanding Awards or to substitute equivalent awards,the Awards shall terminate upon the consummation of the transaction; provided, however, that each Award shall become 100% vested and each Award Recipient shall have the right to exercise or redeem all of his or her Options and Stock AppreciationRights in their entirety, in each case, immediately prior to the consummation of the transaction. 

Notwithstanding theprovisions of the preceding paragraph of this Section 14(b), in no event may an Option or Stock Appreciation Right be exercised or redeemed after its term has expired. To the extent that an Award was not vested immediately prior to theconsummation of the transaction or that an Outside Director does not exercise or redeem an Award (to the extent he or she was entitled to exercise or redeem) within the time specified above, the Award shall terminate and the Shares underlying theunvested and/or unexercised portion of the Award shall revert to the Plan. 

For purposes of this Section 14(b), anAward shall be considered assumed, if, at the time of issuance of the stock or other consideration upon such Corporate Transaction or Change of Control, each Award Recipient would be entitled to receive upon vesting or exercise of an Award the samenumber and kind of shares of stock or the same amount of property, cash or securities as the Award Recipient would have been entitled to receive upon the occurrence of such transaction if the Award Recipient had been, immediately prior to suchtransaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in this Section 14); provided however that if suchconsideration received in the transaction was not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor corporation, provide for the consideration to be received upon vesting, exercise orredemption of the Award to be solely common stock of the successor corporation or its Parent equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. 

(c) ***Certain Distributions*****.** In the event of any distribution to the Company’s stockholders of securities of anyother entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Board may, in its discretion, appropriately adjust the exercise price or Base Price per Share of eachoutstanding Option or Stock Appreciation Right to reflect the effect of such distribution. 

15. ***Time of Granting Awards*****.** The date of grant of an Award shall, for all purposes,be the date determined in accordance with Section 4(b) hereof. Notice of the determination shall be given to each Outside Director to whom an Award is so granted within a reasonable time after the date of such grant. 

16. ***Amendment and Termination of the Plan*****.**

(a) ***Amendment and Termination*****.** The Board may amend or terminate the Plan from time to time in such respects as theBoard may deem advisable; provided that, to the extent necessary to comply with Applicable Laws (as defined in Section 17 hereof), the Company shall obtain approval of the stockholders of the Company to Plan amendments to the extent and in themanner required by such Applicable Laws. The Board, in its discretion, may also submit to the stockholders of the Company for approval such other amendments to the Plan as it shall determine to be desirable or appropriate. 

(b) ***Effect of Amendment or Termination*****.** Any such amendment or termination of the Plan that would impair the rights ofany Award Recipient shall not affect Awards already granted to such Award Recipient and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the AwardRecipient and the Board, which agreement must be in writing and signed by the Award Recipient and the Company. 

17. ***Conditions UponIssuance of Shares*****.** Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliverany Shares under the Plan unless such issuance or delivery would comply with the legal requirements relating to the administration of stock option plans under applicable U.S. federal and state corporate laws, U.S. federal and applicablestate securities laws, the Code, any stock exchange or Nasdaq rules or regulations to which the Company may be subject and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, as such laws, rules,regulations and requirements shall be in place from time to time (the “*Applicable Laws*”). Such compliance shall be determined by the Company in consultation with its legal counsel. 

As a condition to the vesting, exercise or redemption of an Award, the Company may require the Award Recipient to represent and warrant at the time ofany such vesting, exercise or redemption that the Shares are being acquired 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 requiredunder Applicable Laws. 

18. ***Reservation of Shares*****.** The Company, during the term of this Plan, will at all timesreserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

19. ***AwardAgreement*****.** Awards shall be evidenced by written award agreements in such form as the Board shall approve. 

20. ***Stockholder Approval*****.** If required by the Applicable Laws, continuance of thePlan shall be subject to approval by the stockholders of the Company. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.