E-LOAN, INC.

1997 STOCK PLAN

(as amended and restated August 30, 1999)

 

Purposes of the Plan
.  The purposes of this 1997 StockPlan are:
- to attract and retain the best available personnel for positions ofsubstantial 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 NonstatutoryStock Options, as determined by the Administrator at the time of grant.  StockPurchase Rights may also be granted under the Plan.
Definitions
.  As used herein, the following definitions shallapply:
- " Administrator " means the Board or any of its Committees asshall be administering the Plan, in accordance with Section 4 of the Plan.
- " Applicable Laws " means the requirements relating to theadministration of stock option plans under U. S. state corporate laws, U.S.federal and state securities laws, the Code, any stock exchange or quotationsystem on which the Common Stock is listed or quoted and the applicable laws ofany foreign country or jurisdiction where Options or Stock Purchase Rights are,or will be, granted under the Plan.
- " Board " means the Board of Directors of the Company.
- " Code " means the Internal Revenue Code of 1986, asamended.
- " Committee "  means a committee of Directors appointed bythe Board in accordance with Section 4 of the Plan.
- " Common Stock " means the common stock of the Company.
- " Company " means E-Loan, Inc., a Delaware corporation.
- " Consultant " means any person, including an advisor,engaged by the Company or a Parent or Subsidiary to render services to suchentity.
- " Director " means a member of the Board.
- " Disability " means total and permanent disability asdefined in Section 22(e)(3) of the Code.
- " Employee " means any person, including Officers andDirectors, 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) anyleave of absence approved by the Company or (ii) transfers betweenlocations of the Company or between the Company, its Parent, any Subsidiary, orany successor.  For purposes of Incentive Stock Options, no such leave mayexceed ninety days, unless reemployment upon expiration of such leave isguaranteed by statute or contract.  If reemployment upon expiration of a leaveof absence approved by the Company is not so guaranteed, on the 181st day ofsuch leave any Incentive Stock Option held by the Optionee shall cease to betreated as an Incentive Stock Option and shall be treated for tax purposes as aNonstatutory Stock Option.  Neither service as a Director nor payment of adirector's fee by the Company shall be sufficient to constitute"employment" by the Company.
- " Exchange Act " means the Securities Exchange Act of 1934,as amended.
- " Fair Market Value " means, as of any date, the value ofCommon Stock determined as follows:
If the Common Stock is listed on any established stock exchange or anational market system, including without limitation the Nasdaq National Marketor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Valueshall be the closing sales price for such stock (or the closing bid, if no saleswere reported) as quoted on such exchange or system on the date ofdetermination, as reported in 
The Wall Street Journal
 or such othersource as the Administrator deems reliable;
If the Common Stock is regularly quoted by a recognized securities dealerbut selling prices are not reported, the Fair Market Value of a Share of CommonStock shall be the mean between the high bid and low asked prices for the CommonStock on the date of determination, as reported in 
The Wall StreetJournal
 or such other source as the Administrator deems reliable; or 
In the absence of an established market for the Common Stock, the FairMarket Value shall be determined in good faith by the Administrator.

- " Incentive Stock Option " means an Option intended toqualify as an incentive stock option within the meaning of Section 422 ofthe Code and the regulations promulgated thereunder.
- " Nonstatutory Stock Option " means an Option not intended toqualify as an Incentive Stock Option.
- " Notice of Grant " means a written or electronic noticeevidencing certain terms and conditions of an individual Option or StockPurchase Right grant.  The Notice of Grant is part of the Option Agreement.
- " Officer " means a person who is an officer of the Companywithin the meaning of Section 16 of the Exchange Act and the rules andregulations promulgated thereunder.
- " Option " means a stock option granted pursuant to thePlan.
- " Option Agreement " means an agreement between the Companyand an Optionee evidencing the terms and conditions of an individual Optiongrant.  The Option Agreement is subject to the terms and conditions of thePlan.
- " Option Exchange Program " means a program wherebyoutstanding Options are surrendered in exchange for Options with a lowerexercise price.
- " Optioned Stock " means the Common Stock subject to anOption or Stock Purchase Right.
- " Optionee " means the holder of an outstanding Option orStock Purchase Right granted under the Plan.
- " Parent " means a "parent corporation," whethernow or hereafter existing, as defined in Section 424(e) of the Code.
- " Plan " means this 1997 Stock Plan.
- " Restricted Stock " means shares of Common Stock acquiredpursuant to a grant of Stock Purchase Rights under Section 11 of thePlan.
- " Restricted Stock Purchase Agreement " means a writtenagreement between the Company and the Optionee evidencing the terms andrestrictions applying to stock purchased under a Stock Purchase Right.  TheRestricted Stock Purchase Agreement is subject to the terms and conditions ofthe Plan and the Notice of Grant.
- " Rule 16b-3 " means Rule 16b-3 of the Exchange Act or anysuccessor to Rule 16b-3, as in effect when discretion is being exercised withrespect to the Plan.
- " Section 16(b)  " means Section 16(b) of the ExchangeAct.
- " Service Provider " means an Employee, Director orConsultant.
- " Share " means a share of the Common Stock, as adjusted inaccordance with Section 13 of the Plan.
- " Stock Purchase Right " means the right to purchase CommonStock pursuant to Section 11 of the Plan, as evidenced by a Notice ofGrant.
- " Subsidiary " means a "subsidiary corporation",whether now or hereafter existing, as defined in Section 424(f) of theCode.
Stock Subject to the Plan
.  Subject to theprovisions of Section 13 of the Plan, the maximum aggregate number of Shareswhich may be optioned and sold under the Plan is 3,500,000 Shares, plus anannual increase to be added on the first day of the Company's fiscal year(beginning in 2000) equal to the lesser of (i) 1,500,000 Shares, (ii) 4% ofthe outstanding shares on such date or (iii) a lesser amount determined bythe Board.  The Shares may be authorized, but unissued, or reacquired CommonStock.  

If an Option or Stock Purchase Right expires or becomes unexercisable withouthaving been exercised in full, or is surrendered pursuant to an Option ExchangeProgram, the unpurchased Shares which were subject thereto shall becomeavailable for future grant or sale under the Plan (unless the Plan hasterminated); provided, however, that Shares that have actually beenissued under the Plan, whether upon exercise of an Option or Right, shall not bereturned to the Plan and shall not become available for future distributionunder the Plan, except that if Shares of Restricted Stock are repurchased by theCompany at their original purchase price, such Shares shall become available forfuture grant under the Plan. 
Administration of the Plan
.
Procedure
.
Multiple Administrative Bodies
.  The Plan may be administered bydifferent Committees with respect to different groups of Service Providers.
Section 162(m)
.  To the extent that the Administrator determines itto be desirable to qualify Options granted hereunder as "performance-basedcompensation" within the meaning of Section 162(m) of the Code, the Planshall be administered by a Committee of two or more "outsidedirectors" within the meaning of Section 162(m) of the Code.
Rule 16b-3
.  To the extent desirable to qualify transactionshereunder as exempt under Rule 16b-3, the transactions contemplated hereundershall be structured to satisfy the requirements for exemption under Rule 16b-3.
Other Administration
.  Other than as provided above, the Plan shallbe administered by (A) the Board or (B) a Committee, which committeeshall be constituted to satisfy Applicable Laws. 
Powers of the Administrator
.  Subject to theprovisions of the Plan, and in the case of a Committee, subject to the specificduties delegated by the Board to such Committee, the Administrator shall havethe authority, in its discretion:
- to determine the Fair Market Value;
- to select the Service Providers to whom Options and Stock Purchase Rightsmay be granted hereunder;
- to determine the number of shares of Common Stock to be covered by eachOption and Stock Purchase Right granted hereunder;
- to approve forms of agreement for use under the Plan;
- to determine the terms and conditions, not inconsistent with the terms ofthe Plan, of any Option or Stock Purchase Right granted hereunder.  Such termsand conditions include, but are not limited to, the exercise price, the time ortimes when Options or Stock Purchase Rights may be exercised (which may be basedon performance criteria), any vesting acceleration or waiver of forfeiturerestrictions, and any restriction or limitation regarding any Option or StockPurchase Right or the shares of Common Stock relating thereto, based in eachcase on such factors as the Administrator, in its sole discretion, shalldetermine;
- to reduce the exercise price of any Option or Stock Purchase Right to thethen current Fair Market Value if the Fair Market Value of the Common Stockcovered by such Option or Stock Purchase Right shall have declined since thedate the Option or Stock Purchase Right was granted;
- to institute an Option Exchange Program;
- to construe and interpret the terms of the Plan and awards granted pursuantto the Plan;
- to prescribe, amend and rescind rules and regulations relating to the Plan,including rules and regulations relating to sub-plans established for thepurpose of qualifying for preferred tax treatment under foreign tax laws;
- to modify or amend each Option or Stock Purchase Right (subject to Section15(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise providedfor in the Plan;
- to allow Optionees to satisfy withholding tax obligations by electing tohave the Company withhold from the Shares to be issued upon exercise of anOption or Stock Purchase Right that number of Shares having a Fair Market Valueequal to the amount required to be withheld.  The Fair Market Value of theShares to be withheld shall be determined on the date that the amount of tax tobe withheld is to be determined.  All elections by an Optionee to have Shareswithheld for this purpose shall be made in such form and under such conditionsas the Administrator may deem necessary or advisable;
- to authorize any person to execute on behalf of the Company any instrumentrequired to effect the grant of an Option or Stock Purchase Right previouslygranted by the Administrator;
- to make all other determinations deemed necessary or advisable foradministering the Plan.
Effect of Administrator's Decision
.  TheAdministrator's decisions, determinations and interpretations shall be final andbinding on all Optionees and any other holders of Options or Stock PurchaseRights.
Eligibility
.  Nonstatutory Stock Options and Stock Purchase Rightsmay be granted to Service Providers.  Incentive Stock Options may be grantedonly to Employees.
Limitations
.
- Each Option shall be designated in the Option Agreement as either anIncentive Stock Option or a Nonstatutory Stock Option.  However, notwithstandingsuch designation, to the extent that the aggregate Fair Market Value of theShares with respect to which Incentive Stock Options are exercisable for thefirst time by the Optionee during any calendar year (under all plans of theCompany and any Parent or Subsidiary) exceeds $100,000, such Options shall betreated as Nonstatutory Stock Options.  For purposes of this Section 6(a),Incentive Stock Options shall be taken into account in the order in which theywere granted.  The Fair Market Value of the Shares shall be determined as of thetime the Option with respect to such Shares is granted.
- Neither the Plan nor any Option or Stock Purchase Right shall confer upon anOptionee any right with respect to continuing the Optionee's relationship as aService Provider with the Company, nor shall they interfere in any way with theOptionee's right or the Company's right to terminate such relationship at anytime, with or without cause.
- The following limitations shall apply to grants of Options:
No Service Provider shall be granted, in any fiscal year of the Company,Options to purchase more than 750,000 Shares.
In connection with his or her initial service, a Service Provider may begranted Options to purchase up to an additional 750,000 Shares which shall notcount against the limit set forth in subsection (i) above.
The foregoing limitations shall be adjusted proportionately in connectionwith any change in the Company's capitalization as described in Section 13.
If an Option is canceled in the same fiscal year of the Company in which itwas granted (other than in connection with a transaction described in Section13), the canceled Option will be counted against the limits set forth insubsections (i) and (ii) above.  For this purpose, if the exercise price of anOption is reduced, the transaction will be treated as a cancellation of theOption and the grant of a new Option.

Term of Plan
.  Subject to Section 19 of the Plan, the Planshall become effective upon its adoption by the Board.  It shall continue ineffect for a term of ten (10) years unless terminated earlier under Section 15of the Plan.
Term of Option
.  The term of each Option shall be stated in theOption Agreement.  In the case of an Incentive Stock Option, the term shall beten (10) years from the date of grant or such shorter term as may beprovided in the Option Agreement.  Moreover, in the case of an Incentive StockOption granted to an Optionee who, at the time the Incentive Stock Option isgranted, owns stock representing more than ten percent (10%) of the totalcombined voting power of all classes of stock of the Company or any Parent orSubsidiary, the term of the Incentive Stock Option shall be five (5) years fromthe date of grant or such shorter term as may be provided in the OptionAgreement.
Option Exercise Price and Consideration
.
Exercise Price
.  The per share exercise price for the Shares to beissued pursuant to exercise of an Option shall be determined by theAdministrator, subject to the following:
- In the case of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option isgranted, owns stock representing more than ten percent (10%) of the voting powerof all classes of stock of the Company or any Parent or Subsidiary, the perShare exercise price shall be no less than 110% of the Fair Market Value perShare on the date of grant.
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% ofthe Fair Market Value per Share on the date of grant.

- In the case of a Nonstatutory Stock Option, the per Share exercise priceshall be determined by the Administrator.  In the case of a Nonstatutory StockOption intended to qualify as "performance-based compensation" withinthe meaning of Section 162(m) of the Code, the per Share exercise price shall beno less than 100% of the Fair Market Value per Share on the date of grant.
- Notwithstanding the foregoing, Options may be granted with a per Shareexercise price of less than 100% of the Fair Market Value per Share on the dateof grant pursuant to a merger or other corporate transaction.
Waiting Period and Exercise Dates
.  At the time an Option is granted,the Administrator shall fix the period within which the Option may be exercisedand shall determine any conditions which must be satisfied before the Option maybe exercised. 
Form of Consideration
.  The Administrator shall determine theacceptable form of consideration for exercising an Option, including the methodof payment.  In the case of an Incentive Stock Option, the Administrator shalldetermine the acceptable form of consideration at the time of grant.  Suchconsideration may consist entirely of:
- cash;
- check;
- promissory note;
- other Shares which (A) in the case of Shares acquired upon exercise ofan option, have been owned by the Optionee for more than six months on the dateof surrender, and (B) have a Fair Market Value on the date of surrenderequal to the aggregate exercise price of the Shares as to which said Optionshall be exercised;
- consideration received by the Company under a cashless exercise programimplemented by the Company in connection with the Plan;
- a reduction in the amount of any Company liability to the Optionee,including any liability attributable to the Optionee's participation in anyCompany-sponsored deferred compensation program or arrangement;
- any combination of the foregoing methods of payment; or
- such other consideration and method of payment for the issuance of Shares tothe extent permitted by Applicable Laws.
Exercise of Option
.
Procedure for Exercise; Rights as a Shareholder
.  AnyOption granted hereunder shall be exercisable according to the terms of the Planand at such times and under such conditions as determined by the Administratorand set forth in the Option Agreement.  Unless the Administrator providesotherwise, vesting of Options granted hereunder shall be tolled during anyunpaid leave of absence.  An Option may not be exercised for a fraction of aShare.

An Option shall be deemed exercised when the Company receives: (i) written orelectronic notice of exercise (in accordance with the Option Agreement) from theperson entitled to exercise the Option, and (ii) full payment for the Shareswith respect to which the Option is exercised.  Full payment may consist of anyconsideration and method of payment authorized by the Administrator andpermitted by the Option Agreement and the Plan.  Shares issued upon exercise ofan Option shall be issued in the name of the Optionee or, if requested by theOptionee, in the name of the Optionee and his or her spouse.  Until the Sharesare issued (as evidenced by the appropriate entry on the books of the Company orof a duly authorized transfer agent of the Company), no right to vote or receivedividends or any other rights as a shareholder shall exist with respect to theOptioned Stock, notwithstanding the exercise of the Option.  The Company shallissue (or cause to be issued) such Shares promptly after the Option isexercised.  No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as providedin Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Sharesthereafter available, both for purposes of the Plan and for sale under theOption, by the number of Shares as to which the Option is exercised.
Termination of Relationship as a Service Provider
.  If anOptionee ceases to be a Service Provider, other than upon the Optionee's deathor Disability, the Optionee may exercise his or her Option within such period oftime as is specified in the Option Agreement to the extent that the Option isvested on the date of termination (but in no event later than the expiration ofthe term of such Option as set forth in the Option Agreement).  In the absenceof a specified time in the Option Agreement, the Option shall remain exercisablefor three (3) months following the Optionee's termination.  If, on the date oftermination, the Optionee is not vested as to his or her entire Option, theShares 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 withinthe time specified by the Administrator, the Option shall terminate, and theShares covered by such Option shall revert to the Plan.
Disability of Optionee
.  If an Optionee ceases to be a ServiceProvider as a result of the Optionee's Disability, the Optionee may exercise hisor her Option within such period of time as is specified in the Option Agreementto the extent the Option is vested on the date of termination (but in no eventlater than the expiration of the term of such Option as set forth in the OptionAgreement).  In the absence of a specified time in the Option Agreement, theOption shall remain exercisable for twelve (12) months following the Optionee'stermination.  If, on the date of termination, the Optionee is not vested as tohis or her entire Option, the Shares covered by the unvested portion of theOption shall revert to the Plan.  If, after termination, the Optionee does notexercise his or her Option within the time specified herein, the Option shallterminate, and the Shares covered by such Option shall revert to the Plan.
Death of Optionee
.  If an Optionee dies while a ServiceProvider, the Option shall  vest and become exercisable in full, includingShares as to which it would not otherwise be vested or exercisable, and theOption may be exercised within such period of time as is specified in the OptionAgreement (but in no event later than the expiration of the term of such Optionas set forth in the Notice of Grant), by the Optionee's estate or by a personwho acquires the right to exercise the Option by bequest or inheritance.  In theabsence of a specified time in the Option Agreement, the Option shall remainexercisable for twelve (12) months following the Optionee's termination.  TheOption may be exercised by the executor or administrator of the Optionee'sestate or, if none, by the person(s) entitled to exercise the Option under theOptionee's will or the laws of descent or distribution.  If the Option is not soexercised within the time specified herein, the Option shall terminate, and theShares covered by such Option shall revert to the Plan.
Buyout Provisions
.  The Administrator may at any time offer to buyout for a payment in cash or Shares an Option previously granted based on suchterms and conditions as the Administrator shall establish and communicate to theOptionee at the time that such offer is made.
Stock Purchase Rights
.
Rights to Purchase
.  Stock Purchase Rights may be issued eitheralone, in addition to, or in tandem with other awards granted under the Planand/or cash awards made outside of the Plan.  After the Administrator determinesthat it will offer Stock Purchase Rights under the Plan, it shall advise theofferee in writing or electronically, by means of a Notice of Grant, of theterms, conditions and restrictions related to the offer, including the number ofShares that the offeree shall be entitled to purchase, the price to be paid, andthe time within which the offeree must accept such offer.  The offer shall beaccepted by execution of a Restricted Stock Purchase Agreement in the formdetermined by the Administrator.
Repurchase Option
.  Unless the Administrator determines otherwise,the Restricted Stock Purchase Agreement shall grant the Company a repurchaseoption exercisable upon the voluntary or involuntary termination of thepurchaser's service with the Company for any reason (including death orDisability).  The purchase price for Shares repurchased pursuant to theRestricted Stock Purchase Agreement shall be the original price paid by thepurchaser and may be paid by cancellation of any indebtedness of the purchaserto the Company.  The repurchase option shall lapse at a rate determined by theAdministrator.
Other Provisions
.  The Restricted Stock Purchase Agreement shallcontain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion. 
Rights as a Shareholder
.  Once the Stock Purchase Right is exercised,the purchaser shall have the rights equivalent to those of a shareholder, andshall be a shareholder when his or her purchase is entered upon the records ofthe duly authorized transfer agent of the Company.  No adjustment will be madefor a dividend or other right for which the record date is prior to the date theStock Purchase Right is exercised, except as provided in Section 13 of thePlan.
Non-Transferability of Options and Stock Purchase Rights
.Unless determined otherwise by the Administrator, an Option or Stock PurchaseRight may not be sold, pledged, assigned, hypothecated, transferred, or disposedof in any manner other than by will or by the laws of descent or distributionand may be exercised, during the lifetime of the Optionee, only by the Optionee.If the Administrator makes an Option or Stock Purchase Right transferable, suchOption or Stock Purchase Right shall contain such additional terms andconditions as the Administrator deems appropriate.
Adjustments Upon Changes in Capitalization,Dissolution, Merger or Asset Sale
.
Changes in Capitalization
.  Subject to any required action by theshareholders of the Company, the number of shares of Common Stock covered byeach outstanding Option and Stock Purchase Right, and the number of shares ofCommon Stock which have been authorized for issuance under the Plan but as towhich no Options or Stock Purchase Rights have yet been granted or which havebeen returned to the Plan upon cancellation or expiration of an Option or StockPurchase Right, as well as the price per share of Common Stock covered by eachsuch outstanding Option or Stock Purchase Right, shall be proportionatelyadjusted for any increase or decrease in the number of issued shares of CommonStock resulting from a stock split, reverse stock split, stock dividend,combination or reclassification of the Common Stock, or any other increase ordecrease in the number of issued shares of Common Stock effected without receiptof consideration by the Company; provided, however, that conversion of anyconvertible securities of the Company shall not be deemed to have been"effected without receipt of consideration."  Such adjustment shall bemade by the Board, whose determination in that respect shall be final, bindingand conclusive.  Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption or Stock Purchase Right.
Dissolution or Liquidation
.  In the event of the proposed dissolutionor liquidation of the Company, the Administrator shall notify each Optionee assoon as practicable prior to the effective date of such proposed transaction.The Administrator in its discretion may provide for an Optionee to have theright to exercise his or her Option until fifteen (15) days prior to suchtransaction as to all of the Optioned Stock covered thereby, including Shares asto which the Option would not otherwise be exercisable.  In addition, theAdministrator may provide that any Company repurchase option applicable to anyShares purchased upon exercise of an Option or Stock Purchase Right shall lapseas to all such Shares, provided the proposed dissolution or liquidation takesplace at the time and in the manner contemplated.  To the extent it has not beenpreviously exercised, an Option or Stock Purchase Right will terminateimmediately prior to the consummation of such proposed action.
Merger or Asset Sale
.  In the event of a merger of the Company withor into another corporation, or the sale of substantially all of the assets ofthe Company, each outstanding Option and Stock Purchase Right shall be assumedor an equivalent option or right substituted by the successor corporation or aParent or Subsidiary of the successor corporation.  In the event that thesuccessor corporation refuses to assume or substitute for the Option or StockPurchase Right, the Optionee shall fully vest in and have the right to exercisethe Option or Stock Purchase Right as to all of the Optioned Stock, includingShares as to which it would not otherwise be vested or exercisable.  If anOption or Stock Purchase Right becomes fully vested and exercisable in lieu ofassumption or substitution in the event of a merger or sale of assets, theAdministrator shall notify the Optionee in writing or electronically that theOption or Stock Purchase Right shall be fully vested and exercisable for aperiod of fifteen (15) days from the date of such notice, and the Option orStock Purchase Right shall terminate upon the expiration of such period.  Forthe purposes of this paragraph, the Option or Stock Purchase Right shall beconsidered assumed if, following the merger or sale of assets, the option orright confers the right to purchase or receive, for each Share of Optioned Stocksubject to the Option or Stock Purchase Right immediately prior to the merger orsale of assets, the consideration (whether stock, cash, or other securities orproperty) received in the merger or sale of assets by holders of Common Stockfor each Share held on the effective date of the transaction (and if holderswere offered a choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding Shares); provided, however, that ifsuch consideration received in the merger or sale of assets is not solely commonstock of the successor corporation or its Parent, the Administrator may, withthe consent of the successor corporation, provide for the consideration to bereceived upon the exercise of the Option or Stock Purchase Right, for each Shareof Optioned Stock subject to the Option or Stock Purchase Right, to be solelycommon stock of the successor corporation or its Parent equal in fair marketvalue to the per share consideration received by holders of Common Stock in themerger or sale of assets.
Date of Grant
.  The date of grant of an Option or Stock PurchaseRight shall be, for all purposes, the date on which the Administrator makes thedetermination granting such Option or Stock Purchase Right, or such other laterdate as is determined by the Administrator.  Notice of the determination shallbe provided to each Optionee within a reasonable time after the date of suchgrant.
Amendment and Termination of the Plan
.
Amendment and Termination
.  The Board may at any time amend, alter,suspend or terminate the Plan.  
Shareholder Approval
.  The Company shall obtain shareholder approvalof any Plan amendment to the extent necessary and desirable to comply withApplicable Laws. 
Effect of Amendment or Termination
.  Noamendment, alteration, suspension or termination of the Plan shall impair therights of any Optionee, unless mutually agreed otherwise between the Optioneeand the Administrator, which agreement must be in writing and signed by theOptionee and the Company.  Termination of the Plan shall not affect theAdministrator's ability to exercise the powers granted to it hereunder withrespect to Options granted under the Plan prior to the date of suchtermination.
Conditions Upon Issuance of Shares
.  
Legal Compliance
.  Shares shall not be issued pursuant to theexercise of an Option or Stock Purchase Right unless the exercise of such Optionor Stock Purchase Right and the issuance and delivery of such Shares shallcomply with Applicable Laws and shall be further subject to the approval ofcounsel for the Company with respect to such compliance.
Investment Representations
.  As a condition to the exercise of anOption or Stock Purchase Right, the Company may require the person exercisingsuch Option or Stock Purchase Right to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment andwithout any present intention to sell or distribute such Shares if, in theopinion of counsel for the Company, such a representation is required.
Inability to Obtain Authority
.  The inability of the Company toobtain authority from any regulatory body having jurisdiction, which authorityis deemed by the Company's counsel to be necessary to the lawful issuance andsale of any Shares hereunder, shall relieve the Company of any liability inrespect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.
Reservation of Shares
.  The Company, during the term ofthis Plan, will at all times reserve and keep available such number of Shares asshall be sufficient to satisfy the requirements of the Plan.
Shareholder Approval
.  The Plan shall be subject to approval by theshareholders of the Company within twelve (12) months after the date the Plan isadopted.  Such shareholder approval shall be obtained in the manner and to thedegree required under Applicable Laws.