Exhibit 4.1



 


EXHIBIT 4.1




CenterRun, Inc.




CenterRun, Inc. 2000 Equity Incentive Plan



     1.     Purpose. The purpose of the CenterRun, Inc. 2000 Equity Incentive Plan
(the “Plan”) of CenterRun, Inc., a Delaware corporation (the “Company”), is to
provide incentives to attract, retain and motivate eligible persons whose
present and potential contributions are important to the success of the Company
by offering them an opportunity to participate in the Company’s future
performance through awards of Options, Restricted Stock and Stock Bonuses.
Capitalized terms not defined in the text are defined in Section 23.



     2.     Shares Subject to the Plan.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total
number of Shares reserved and available for grant and issuance pursuant to the
Plan shall be six million six hundred sixty-two thousand four hundred
thirty-seven (6,662,437) Shares. Subject to Sections 2.2 and 18, Shares shall
again be available for grant and issuance in connection with future Awards
under the Plan that: (a) are subject to issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such
Option; (b) are subject to an Award granted hereunder but are forfeited; or (c)
are subject to an Award that otherwise terminates without Shares being issued.



          2.2 Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in
the capital structure of the Company without consideration, then (a) the number
of Shares reserved for issuance under the Plan; (b) the Exercise Prices of and
number of Shares subject to outstanding Options; and (c) the number of Shares
subject to other outstanding Awards shall be proportionately adjusted, subject
to any required action by the Board or the shareholders of the Company and
compliance with applicable securities laws; provided, however, that fractions
of a Share shall not be issued but shall either be paid in cash at Fair Market
Value or shall be rounded up to the nearest Share, as determined by the
Committee.



     3.     Eligibility. ISOs (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company, or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants and advisors of the
Company or any Parent, Subsidiary or Affiliate of the Company; provided,
however, such consultants and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. A person may be granted more than one Award under the Plan.



     4.     Administration.



          4.1 Committee Authority. The Plan shall be administered by the Committee
or the Board acting as the Committee. Subject to the general purposes, terms
and conditions of the Plan, and to the direction of the Board, the Committee
shall have full power to implement and carry out the Plan. The Committee shall
have the authority to:





	 	(a)	 	construe and interpret the Plan, any
Award Agreement and any other agreement or document
executed pursuant to the Plan;
	 
	 	(b)	 	prescribe, amend and rescind rules and regulations relating to the Plan;



 







 





	 	(c)	 	select persons to receive Awards;
	 
	 	(d)	 	determine the form and terms of Awards;
	 
	 	(e)	 	determine the number of Shares or
other consideration subject to Awards;
	 
	 	(f)	 	determine whether Awards will be
granted singly, in combination, in tandem with, in
replacement of, or as alternatives to, other Awards
under the Plan or any other incentive or compensation
plan of the Company or any Parent, Subsidiary or
Affiliate of the Company;
	 
	 	(g)	 	grant waivers of Plan or Award
conditions;
	 
	 	(h)	 	determine the vesting, exercisability
and payment of Awards;
	 
	 	(i)	 	correct any defect, supply any
omission, or reconcile any inconsistency in the Plan,
any Award or any Award Agreement;
	 
	 	(j)	 	determine whether an Award has been
earned; and
	 
	 	(k)	 	make all other determinations
necessary or advisable for the administration of the
Plan.



          4.2 Committee Discretion. Any determination made by the Committee with
respect to any Award shall be made in its sole discretion at the time of grant
of the Award or, unless in contravention of any express term of the Plan or
Award, at any later time, and such determination shall be final and binding on
the company and all persons having an interest in any Award under the Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under the Plan to Participants who are not Insiders of the
Company.



          4.3 Exchange Act Requirements. If the Company is subject to the Exchange
Act, the Company will take appropriate steps to comply with the disinterested
director requirements of Section 16(b) of the Exchange Act, including but not
limited to, the appointment by the Board of a Committee consisting of not less
than two (2) persons (who are members of the Board), each of whom is a
Disinterested Person.



     5.     Options. The Committee may grant Options to eligible persons and shall
determine whether such Options shall be Incentive Stock Options within the
meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:



          5.1 Form of Option Grant. Each Option granted under the Plan shall be
evidenced by an Award Agreement which shall expressly identify the Option as an
ISO or NSO (“Stock Option Agreement”), and be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
shall from time to time approve, and which shall comply with and be subject to
the terms and conditions of the Plan.



          5.2 Date of Grant. The date of grant of an Option shall be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
the Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

 







 



           5.3 Exercise Period. Options shall be exercisable within the times or
upon the events determined by the Committee as set forth in the Stock Option
Agreement; provided, however, that no Option shall be exercisable after the
expiration of ten (10) years from the date the Option is granted, and provided
further that no Option granted to a person who directly or by attribution owns
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company (“Ten
Percent Shareholder”) shall be exercisable after the expiration of five (5)
years from the date the Option is granted. The Committee also may provide for
the exercise of Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number or percentage as the Committee
determines. Except in the case of Options granted to officers, directors and
consultants, Options shall become exercisable at a rate of no less than 20% per
year over five (5) years from the date the Options are granted.



          5.4 Exercise Price. The Exercise Price shall be determined by the
Committee when the Option is granted and may be not less than eighty-five
percent (85%) of the Fair Market Value of the Shares on the date of grant;
provided that (i) the Exercise Price of an ISO shall be not less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant; and (ii) the Exercise Price of any Option granted to a Ten Percent
Shareholder shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of the Plan.



          5.5 Method of Exercise. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement (the “Exercise Agreement”)
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares, if any, and such representations and agreements
regarding Participant’s investment intent and access to information and other
matters, if any, as may be required or desirable by the Company to comply with
applicable securities laws, together with appropriate payment of the Exercise
Price for the number of Shares being purchased.



          5.6 Termination. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option shall always be subject to the
following:





	 	(a)	 	If the Participant is Terminated for
any reason except death or Disability, then Participant
may exercise such Participant’s ISOs only to the extent
that such ISOs would have been exercisable upon the
Termination Date for three (3) months after the
Termination Date (or such other time period as may be
specified in the Stock Option Agreement but in no event
less than thirty (30) days). Except as provided in
Section (b) below, any ISO that remains exercisable
after ninety (90) days after the Termination Date shall
be deemed a NSO. No Option may be exercised later than
the expiration date of the Options.
	 
	 	(b)	 	If the Participant is terminated
because of death or Disability (or the Participant dies
within three (3) months of such termination), then
Participant’s Options may be exercised only to the
extent that such Options would have been exercisable by
Participant on the Termination Date and must be
exercised by Participant (or Participant’s legal
representative or authorized assignee) for twelve (12)
months after the Termination Date (or such other time
period as may be specified in the Stock Option Agreement
but in no event less than six (6) months), but in any
event no later than the expiration date of the Options;
provided, however, that in the event of termination due
to Disability other than as



 







 





	 	 	 	defined in Section 22(e)(3) of the Code, any ISO that
remains exercisable after ninety (90) days after the
Termination Date shall be deemed a NSO.



          5.7 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option;
provided, however, that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.



          5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as
of the date of grant) of Shares with respect to which ISOs are exercisable for
the first time by a Participant during any calendar year (under the Plan or
under any other incentive stock option plan of the Company or any Affiliate,
Parent or Subsidiary of the Company) shall not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant
with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year exceeds One Hundred Thousand Dollars ($100,000), the
Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares
to become exercisable in such calendar year shall be ISOs and the Options for
the amount in excess of One Hundred Thousand Dollars ($100,000) that become
exercisable in that calendar year shall be NSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
the Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISOs, such different limit shall be automatically
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.



          5.9 Modification, Extension or Renewal. The Committee may modify, extend
or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided, however, that any such action may not without
the written consent of Participant, impair any of Participant’s rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants affected by a written notice to
them; provided, however, that the Exercise Price may not be reduced below the
minimum Exercise Price that would be permitted under Section 5.4 of the Plan
for Options granted on the date the action is taken to reduce the Exercise
Price.



          5.10 No Disqualification. Notwithstanding any other provision in the
Plan, no term of the Plan relating to ISOs shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.



     6.     Restricted Stock. A Restricted Stock Award is an offer by the Company
to sell to an eligible person Shares that are subject to restrictions. The
Committee shall determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the “Purchase Price”), the
restrictions to which the Shares shall be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:



          6.1 Form of Restricted Stock Award. All purchases under a Restricted
Stock Award made pursuant to the Plan shall be evidenced by an Award Agreement
(“Restricted Stock Purchase Agreement”) that shall be in such form (which need
not be the same for each Participant) as the Committee shall from time to time
approve, and shall comply with and be subject to the terms and conditions of
the Plan. The offer of Restricted Stock shall be accepted by the Participant’s
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer shall terminate, unless otherwise determined by the Committee.

 







 



           6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award shall be determined by the Committee and shall be at
least eighty-five percent (85%) of the Fair Market Value of the Shares on the
date the Restricted Stock Award is granted, except in the case of a sale to a
Ten Percent Shareholder, in which case the Purchase Price shall be one hundred
and ten percent (110%) of the Fair Market Value. Payment of the Purchase Price
may be made in accordance with Section 8 of the Plan.



          6.3 Restrictions. Restricted Stock Awards shall be subject to such
restrictions as the Committee may impose. The Committee may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or in part, based on length of service, performance or
such other factors or criteria as the Committee may determine. Restricted
Stock Awards which the Committee intends to qualify under Code section 162(m)
shall be subject to a performance-based goal. Restrictions on such stock shall
lapse based on one or more of the following performance goals: stock price,
market share, sales increases, earning per share, return on equity, cost
reductions, or any other similar performance measure established by the
Committee. Such performance measures shall be established by the Committee, in
writing, no later than the earlier of (a) ninety (90) days after the
commencement of the performance period with respect to which the Restricted
Stock award is made and (b) the date as of which twenty-five percent (25%) of
such performance period has elapsed.



     7.     Stock Bonuses.



          7.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which
may consist of Restricted Stock) for services rendered to the Company or any
Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be awarded
for past services already rendered to the Company, or any Parent, Subsidiary or
Affiliate of the Company pursuant to an Award Agreement (the “Stock Bonus
Agreement”) that shall be in such form (which need not be the same for each
Participant) as the Committee shall from time to time approve, and shall comply
with and be subject to the terms and conditions of the Plan subject to Section
7.2 herein, a Stock Bonus may be awarded upon satisfaction of such performance
goals as are set out in advance in Participant’s individual Award Agreement
(the “Performance Stock Bonus Agreement”) that shall be in such form (which
need not be the same for each Participant) as the Committee shall from time to
time approve, and shall comply with and be subject to the terms and conditions
of the Plan. Stock Bonuses may vary from Participant to Participant and
between groups of Participants, and may be based upon such other criteria as
the Committee may determine.



          7.2 Code Section 162(m). A Stock Bonus that the Committee intends to
qualify for the performance-based exception under Code section 162(m) shall
only be awarded based upon the attainment of one or more of the following
performance goals: stock price, market share, sales increases, earning per
share, return on equity, cost reductions, or any other similar performance
measure established by the Committee. Such performance measures shall be
established by the Committee, in writing, no later than the earlier of: (a)
ninety (90) days after the commencement of the performance period with respect
to which the Stock Bonus award is made; and (b) the date as of which
twenty-five percent (25%) of such performance period has elapsed.



          7.3 Terms of Stock Bonuses. The Committee shall determine the number of
Shares to be awarded to the Participant and whether such Shares shall be
Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee shall determine: (a) the nature, length and starting date of any
period during which performance is to be measured (the “Performance Period”)
for each Stock Bonus; (b) the performance goals and criteria to be used to
measure the performance, if any; (c) the number of Shares that may be awarded
to the Participant; and (d) the extent to which such Stock Bonuses have been
earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock

 







 



Bonuses that are subject to different Performance Periods and different
performance goals and other criteria. The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as may be
determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.



          7.4 Form of Payment. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee shall determine.



          7.5 Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
shall be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Stock Bonus only to the extent earned as of the date of
Termination in accordance with the Performance Stock Bonus Agreement, unless
the Committee shall determine otherwise.



     8.     Payment For Share Purchases.



          8.1 Payment. Payment for Shares purchased pursuant to the Plan may be
made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:





	 	(a)	 	by cancellation of indebtedness of
the Company to the Participant;
	 
	 	(b)	 	by surrender of Shares that either
(1) have been owned by Participant for more than six (6)
months and have been paid for within the meaning of SEC
Rule 144 (and, if such shares were purchased from the
Company by use of a promissory note, such note has been
fully paid with respect to such Shares); or (2) were
obtained by Participant in the public market;
	 
	 	(c)	 	by tender of a promissory note
constituting legal consideration and having such terms
as may be approved by the Committee and bearing interest
at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code.
	 
	 	(d)	 	by waiver of compensation due or
accrued to Participant for services rendered;
	 
	 	(e)	 	by tender of property;
	 
	 	(f)	 	with respect only to purchases upon
exercise of an Option, and provided that a public market
for the Company’s stock exists:
	 




	 	(1)	 	through a “same day sale”
commitment from Participant and a broker-dealer
that is a member of the National Association of
Securities Dealers (an “NASD Dealer”) whereby the
Participant irrevocably elects to exercise the
Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise
Price directly to the Company; or





 









 





	 	(2)	 	through a “margin”
commitment from Participant and an NASD Dealer
whereby Participant irrevocably elects to exercise
the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the
Company; or
	 



	 	(g)	 	by any combination of the foregoing.




               8.2      Loan Guaranties. The Committee may help the Participant pay for
Shares purchased under the Plan by authorizing a guaranty by the Company of a
third-party loan to the Participant.



     9.     Withholding Taxes.




               9.1      Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan,
payments in satisfaction of Awards are to be made in cash, such payment shall
be net of an amount sufficient to satisfy federal, state, and local withholding
tax requirements.




               9.2      Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the grant, exercise or vesting of any
Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined (the “Tax Date”). All elections by a Participant to have Shares
withheld for this purpose shall be made in writing in a form acceptable to the
Committee and shall be subject to the following restrictions:





	 	(a)	 	the election must be made on or prior
to the applicable Tax Date;
	 
	 	(b)	 	once made, then except as provided
below, the election shall be irrevocable as to the
particular Shares as to which the election is made;
	 
	 	(c)	 	all elections shall be subject to the
consent or disapproval of the Committee;
	 
	 	(d)	 	if the Participant is an Insider and
if the Company is subject to Section 16(b) of the
Exchange Act: (1) the election may not be made within
six (6) months of the date of grant of the Award, except
as otherwise permitted by SEC Rule 16b-3(e) under the
Exchange Act, and (2) either (A) the election to use
stock withholding must be irrevocably made at least six
(6) months prior to the Tax Date (although such election
may be revoked at any time at least six (6) months prior
to the Tax Date), or (B) the exercise of the Option or
election to use stock withholding must be made in the
ten (10) day period beginning on the third day following
the release of the Company’s quarterly or annual summary
statement of sales or earnings; and



 







 







	 	(e)	 	in the event that the Tax Date is
deferred under Section 83 of the Code, the Participant
shall receive the full number of Shares with respect to
which the exercise occurs, but such Participant shall be
unconditionally obligated to tender back to the Company
the proper number of Shares on the Tax Date.



     10.     Privileges of Stock Ownership.




               10.1      Voting and Dividends. No Participant shall have any of the rights of
a shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant shall
be a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that
if such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company shall be subject to the same
restrictions as the Restricted Stock.




               10.2      Financial Statements. The Company shall provide financial statements
to each Participant prior to such Participant’s purchase of Shares under the
Plan, and to each Participant annually during the period such Participant has
Awards outstanding; provided, however, the Company shall not be required to
provide such financial statements to Participants whose services in connection
with the Company assure them access to equivalent information.



     11.     Limited Transferability of Awards. Unless determined otherwise by the
Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or the laws of
descent and distribution, and may be exercised during the lifetime of the
Participant, only by the Participant. If the Company in its sole discretion
makes an Award transferable, such Award may only be transferred by (i) will,
(ii) the laws of descent and distribution, (iii) instrument to an inter vivos
or testamentary trust in which the Award is to be passed to beneficiaries upon
the death of the Participant, or (iv) gift to a member of Participant’s
immediate family (as such term is defined in Rule 16a-1(e) of the Exchange
Act). In addition, any transferable Award shall contain additional terms and
conditions as the Company deems appropriate.



     11.     Restrictions on Shares. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right of first refusal to purchase all Shares that a Participant (or a
subsequent transferee) may propose to transfer to a third party.



     12.     Certificates. All certificates for Shares or other securities
delivered under the Plan shall be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares
may be listed.



     13.     Escrow; Pledge of Shares. To enforce any restrictions on a
Participant’s Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause
a legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under the Plan shall
be required to place and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant’s


 







 




 obligation to the Company under the promissory note; provided, however,
that the Committee may require or accept other or additional forms of
collateral to secure the payment of such obligation and, in any event, the
Company shall have full recourse against the Participant under the promissory
note notwithstanding any pledge of the Participant’s Shares or other
collateral. In connection with any pledge of the Shares, Participant shall be
required to execute and deliver a written pledge agreement in such form as the
Committee shall from time to time approve. The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.



     14.     Exchange and Buyout of Awards. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time
buy from a Participant an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant shall agree.



     15.     Securities Law and Other Regulatory Compliance. An Award shall not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in the Plan, the Company shall have no obligation to issue or
deliver certificates for Shares under the Plan prior to (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable, and/or (b) completion of any registration or other qualification
of such shares under any state or federal law or ruling of any governmental
body that the Company determines to be necessary or advisable. The Company
shall be under no obligation to register the Shares with the SEC or to effect
compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do so.



     16.     No Obligation to Employ. Nothing in the Plan or any Award granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant’s employment or other relationship at any
time, with or without cause.



     17.     Corporate Transactions.




               17.1      Assumption or Replacement of Awards by Successor. In the event of
(a) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders
of the company and the Awards granted under the Plan are assumed or replaced by
the successor corporation, which assumption shall be binding on all
Participants); (b) a dissolution or liquidation of the Company; (c) the sale of
substantially all of the assets of the Company; or (d) any other transaction
which qualifies as a “corporate transaction” under Section 424(a) of the Code
wherein the shareholders of the Company give up all of their equity interest in
the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company), any or all
outstanding Awards may be assumed or replaced by the successor corporation (if
any), which assumption or replacement shall be binding on all Participants. In
the alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Participants as was provided to
shareholders (after taking into account the existing provisions of the Awards).
The successor corporation may also issue, in place of outstanding Shares of
the Company held by the Participant, substantially similar shares or other
property subject to repurchase restrictions no less favorable to the
Participant.

 







 





               In the event such successor corporation (if any) refuses to assume or
substitute Options, as provided above, pursuant to a transaction described in
this Subsection 18.1, the vesting of any unvested Options shall accelerate, and
the holders thereof shall be provided notice of such acceleration and an
opportunity to exercise the Options in full in the transaction, and such
Options shall expire in such transaction at such time and on such conditions as
the Board shall determine.




               17.2      Other Treatment of Awards. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 18, in the event of
the occurrence of any transaction described in Section 18.1, any outstanding
Awards shall be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
“corporate transaction.”




               17.3      Assumption of Awards by the Company. The Company, from time to time,
also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise,
by either (a) granting an Award under the Plan in substitution of such other
company’s award; or (b) assuming such award as if it had been granted under the
Plan if the terms of such assumed award could be applied to an Award granted
under the Plan. Such substitution or assumption shall be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted approximately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.



     18.     Adoption and Shareholder Approval. The Plan shall become effective on
the date that it is adopted by the Board (the “Effective Date”). The Plan
shall be approved by the shareholders of the Company (excluding Shares issued
pursuant to this Plan), consistent with applicable laws, within twelve months
before or after the Effective Date. Upon the Effective Date, the Board may
grant Awards pursuant to the Plan; provided, however, that: (a) no Option may
be exercised prior to initial shareholder approval of the Plan; (b) no Option
granted pursuant to an increase in the number of Shares approved by the Board
shall be exercised prior to the time such increase has been approved by the
shareholders of the Company; and (c) in the event that shareholder approval is
not obtained within the time period provided herein, all Awards granted
hereunder shall be cancelled, any Shares issued pursuant to any Award shall be
cancelled and any purchase of Shares hereunder shall be rescinded. After the
Company becomes subject to Section 16(b) of the Exchange Act, the Company will
comply with the requirements of Rule 16b-3 (or its successor), as amended, with
respect to shareholder approval.



     19.     Term of Plan. The Plan will terminate ten (10) years from the
Effective Date or, if earlier, the date of shareholder approval of the Plan.



     20. Amendment or Termination of Plan. The Board may at any time terminate
or amend the Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to the Plan;
provided, however, that the Board shall not, without the approval of the
shareholders of the Company, amend the Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange
Act or Rule 16b-3 (or its successor), as amended, thereunder. Any amendment,
suspension or termination of the Plan shall not affect Awards already granted,
and such Awards shall remain in full force and effect as if the Plan had not
been amended, suspended or terminated, unless mutually agreed otherwise between
the Participant and the Company, which agreement must be in writing and signed
by the Participant and the Company.



 







 


     21.     Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board, the submission of the Plan to the shareholders of the Company for
approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.



     22.     Definitions. As used in the Plan, the following terms shall have the
following meanings:




               “Affiliate” means any corporation that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where “control” (including the terms
“controlled by” and “under common control with”) means the possession, direct
or indirect, of the power to cause the direction of the management and policies
of the corporation, whether through the ownership of voting securities, by
contract or otherwise.




               “Award” means any award under the Plan, including any Option, Restricted
Stock or Stock Bonus.




               “Award Agreement” means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.




               “Board” means the Board of Directors of the Company.




               “Code” means the Internal Revenue Code of 1986, as amended.




               “Committee” means the committee appointed by the Board to administer the
Plan, or if no committee is appointed, the Board.




               “Company” means CenterRun, Inc., a corporation organized under the laws of
the State of Delaware, or any successor corporation.




               “Continuous Status as an Employee, Director or Consultant” means that the
employment, director or consulting relationship with the Company, any Parent,
or Subsidiary, is not interrupted or terminated. Continuous Status as an
employee, director or consultant shall not be considered interrupted 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. A leave of absence approved by the Company shall
include sick leave, military leave, or any other personal leave approved by an
authorized representative of the Company. For purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. Unless the
Company provides otherwise, vesting of Options granted hereunder to officers
and directors shall be suspended during any unpaid leave of absence.




               “Disability” means a disability, whether temporary or permanent, partial
or total, as determined by the Committee.




               “Disinterested Person” means a director who has not, during the period
that person is a member of the Committee and for one (1) year prior to service
as a member of the Committee, been granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any Parent, Subsidiary
or Affiliate of the Company, except in accordance with the requirements set
forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as
promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is
amended from time to time and as interpreted by the SEC.

 







 





               “Exchange Act” means the Securities Exchange Act of 1934, as amended.




               “Exercise Price” means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.




               “Fair Market Value” means, as of any date, the value of a share of the
Company’s Common Stock determined as follows:





	 	(a)	 	if such Common Stock is then quoted
on the Nasdaq National Market, its last reported sale
price on the Nasdaq National Market or, if no such
reported sale takes place on such date, the average of
the closing bid and asked prices;
	 
	 	(b)	 	if such Common Stock is publicly
traded and is then listed on a national securities
exchange, the last reported sale price or, if no such
reported sale takes place on such date, the average of
the closing bid and asked prices on the principal
national securities exchange on which the Common Stock
is listed or admitted to trading;
	 
	 	(c)	 	if such Common Stock is publicly
traded but is not quoted on the Nasdaq National Market
nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and
asked prices on such date, as reported by The Wall
Street Journal, for the over-the-counter market; or
	 
	 	(d)	 	if none of the foregoing is
applicable, by the Board of Directors of the Company in
good faith.




               “Insider” means an officer or director of the Company or any other person
whose transactions in the Company’s Common Stock are subject to Section 16 of
the Exchange Act.




               “Option” means an award of an option to purchase Shares pursuant to
Section 5.




               “Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting
of an Award under the Plan, each of such corporations other than the Company
owns stock possessing fifty percent (50%), or more, of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.




               “Participant” means a person who receives an Award under the Plan.




               “Plan” means this CenterRun, Inc. 2000 Equity Incentive Plan, as amended
from time to time.




               “Restricted Stock Award” means an award of Shares pursuant to Section 6.




               “SEC” means the Securities and Exchange Commission.




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




               “Shares” means shares of the Company’s Common Stock reserved for issuance
under the Plan, as adjusted pursuant to Sections 2 and 15, and any successor
security.

 







 




                “Stock Bonus” means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.




               “Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
the Award, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent (50%), or more, of the total
combined voting power of all classes of stock in one of the other corporations
in such claim.




               “Termination” or “Terminated” means, for purposes of the Plan with respect
to a Participant, that the Participant has ceased to provide services as an
employee, director, consultant or adviser, to the Company or a Parent,
Subsidiary or Affiliate of the Company, except in the case of sick leave,
military leave, or any other leave of absence approved by the Committee;
provided, however, that such leave is for a period of not more than ninety (90)
days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the “Termination Date”).