exv4w1



 



Exhibit 4.1


MTI TECHNOLOGY CORPORATION



2001 STOCK INCENTIVE PLAN



(as amended by the Board of Directors on 6/24/2003 and approved by the Stockholders on 8/21/03)



     1.     Purposes of the Plan. The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company’s business.


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


          (a) “Administrator” means the Board or any of the Committees appointed to
administer the Plan.



          (b) “Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.



          (c) “Applicable Laws” means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.



          (d) “Award” means the grant of an Option, SAR, Dividend Equivalent Right,
Restricted Stock, Performance Unit, Performance Share, or other right or
benefit under the Plan.



          (e) “Award Agreement” means the written agreement evidencing the grant of
an Award executed by the Company and the Grantee, including any amendments
thereto.



          (f) “Board” means the Board of Directors of the Company.



          (g) “Cause” means, with respect to the termination by the Company or a
Related Entity of the Grantee’s Continuous Service, that such termination is
for “Cause” as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on,
in the determination of the Administrator, the Grantee’s: (i) refusal or
failure to act in accordance with any specific, lawful direction or order of
the Company or a Related Entity; (ii) unfitness or unavailability for service
or unsatisfactory performance (other than as a result of Disability); (iii)
performance of any act or failure to perform any act in bad faith and to the
detriment of the Company or a Related Entity; (iv) dishonesty, intentional
misconduct or material breach of any agreement with the Company or a Related
Entity; or (v) commission of a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person. At least 30 days prior to the
termination of the Grantee’s Continuous Service pursuant to (i) or (ii) above,
the Administrator shall provide the Grantee with notice of the Company’s or
such Related Entity’s




	 	 	 	 	 	 	 
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intent to terminate, the reason therefor, and an opportunity for the
Grantee to cure such defects in his or her service to the Company’s or such
Related Entity’s satisfaction. During this 30 day (or longer) period, no Award
issued to the Grantee under the Plan may be exercised or purchased.


          (h) “Change in Control” means a change in ownership or control of the
Company effected through either of the following transactions:



               (i) the direct or indirect acquisition by any person or related group of
persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities pursuant to
a tender or exchange offer made directly to the Company’s stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of
the offeror do not recommend such stockholders accept, or



               (ii) a change in the composition of the Board over a period of thirty-six
(36) months or less such that a majority of the Board members (rounded up to
the next whole number) ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who are Continuing Directors.



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



          (j) “Committee” means any committee appointed by the Board to administer
the Plan.



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



          (l) “Company” means MTI Technology Corporation, a Delaware corporation.



          (m) “Consultant” means any person (other than an Employee or a Director,
solely with respect to rendering services in such person’s capacity as a
Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.



          (n) “Continuing Directors” means members of the Board who either (i) have
been Board members continuously for a period of at least thirty-six (36) months
or (ii) have been Board members for less than thirty-six (36) months and were
elected or nominated for election as Board members by at least a majority of
the Board members described in clause (i) who were still in office at the time
such election or nomination was approved by the Board.



          (o) “Continuous Service” means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or
Consultant, is not interrupted or terminated. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as




	 	 	 	 	 	 	 
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long as the individual remains in the service of the Company or a Related
Entity in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. For
purposes of each Incentive Stock Option granted under the Plan, if such leave
exceeds ninety (90) days, and reemployment upon expiration of such leave is not
guaranteed by statute or contract, then the Incentive Stock Option shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following the expiration of such ninety (90) day period.


          (p) “Corporate Transaction” means any of the following transactions:



               (i) a merger or consolidation in which the Company is not the surviving
entity, except for a transaction the principal purpose of which is to change
the state in which the Company is incorporated;



               (ii) the sale, transfer or other disposition of all or substantially all
of the assets of the Company (including the capital stock of the Company’s
subsidiary corporations);



               (iii) approval by the Company’s shareholders of any plan or proposal for
the complete liquidation or dissolution of the Company;



               (iv) any reverse merger in which the Company is the surviving entity but
in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities are transferred
to a person or persons different from those who held such securities
immediately prior to such merger; or



               (v) acquisition by any person or related group of persons (other than the
Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities (whether or not in a transaction also
constituting a Change in Control), but excluding any such transaction that the
Administrator determines shall not be a Corporate Transaction.



          (q) “Covered Employee” means an Employee who is a “covered employee” under
Section 162(m)(3) of the Code.



          (r) “Director” means a member of the Board or the board of directors of
any Related Entity.



          (s) “Disability” means a Grantee would qualify for benefit payments under
the long-term disability policy of the Company or the Related Entity to which
the Grantee provides services regardless of whether the Grantee is covered by
such policy. If the Company or the Related Entity to which the Grantee
provides service does not have a long-term disability plan in place,
“Disability” means that a Grantee is permanently unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment. A Grantee will not
be considered to have incurred a Disability




	 	 	 	 	 	 	 
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unless he or she furnishes proof of such impairment sufficient to satisfy
the Administrator in its discretion.


          (t) “Dividend Equivalent Right” means a right entitling the Grantee to
compensation measured by dividends paid with respect to Common Stock.



          (u) “Employee” means any person, including an Officer or Director, who is
in the employ of the Company or any Related Entity, subject to the control and
direction of the Company or any Related Entity as to both the work to be
performed and the manner and method of performance. The payment of a
director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.



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



          (w) “Fair Market Value” means, as of any date, the value of Common Stock
determined as follows:



               (i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation The Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system on the date of
determination (or, if no closing sales price or closing bid was reported on
that date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;



               (ii) If the Common Stock is regularly quoted on an automated quotation
system (including the OTC Bulletin Board) or by a recognized securities dealer,
but selling prices are not reported, the Fair Market Value of a share of Common
Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the date of determination (or, if no such prices were reported
on that date, on the last date such prices were reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;
or



               (iii) In the absence of an established market for the Common Stock of the
type described in (i) and (ii), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.



          (x) “Good Reason” means the occurrence after a Corporate Transaction,
Change in Control or Related Entity Disposition of any of the following events
or conditions unless consented to by the Grantee (and the Grantee shall be
deemed to have consented to any such event or condition unless the Grantee
provides written notice of the Grantee’s non-acquiescence within 30 days of the
effective time of such event or condition):



               (i) a change in the Grantee’s responsibilities or duties which represents
a material and substantial diminution in the Grantee’s responsibilities or
duties as in




	 	 	 	 	 	 	 
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effect immediately preceding the consummation of a Corporate Transaction,
Change in Control or Related Entity Disposition;


               (ii) a reduction in the Grantee’s base salary to a level below that in
effect at any time within six (6) months preceding the consummation of a
Corporate Transaction, Change in Control or Related Entity Disposition or at
any time thereafter; or



               (iii) requiring the Grantee to be based at any place outside a 50-mile
radius from the Grantee’s job location or residence prior to the Corporate
Transaction, Change in Control or Related Entity Disposition except for
reasonably required travel on business which is not materially greater than
such travel requirements prior to the Corporate Transaction, Change in Control
or Related Entity Disposition.



          (y) “Grantee” means an Employee, Director or Consultant who receives an
Award pursuant to an Award Agreement under the Plan.



          (z) “Immediate Family” means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee’s household (other than a tenant or employee), a trust in which these
persons have more than fifty percent (50%) of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more
than fifty percent (50%) of the voting interests.



          (aa) “Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.



          (bb) “Non-Qualified Stock Option” means an Option not intended to qualify
as an Incentive Stock Option.



          (cc) “Officer” means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.



          (dd) “Option” means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan.



          (ee) “Parent” means a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.



          (ff) “Performance - Based Compensation” means compensation qualifying as
“performance-based compensation” under Section 162(m) of the Code.



          (gg) “Performance Shares” means Shares or an Award denominated in Shares
which may be earned in whole or in part upon attainment of performance criteria
established by the Administrator.




	 	 	 	 	 	 	 
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          (hh) “Performance Units” means an Award which may be earned in whole or in
part upon attainment of performance criteria established by the Administrator
and which may be settled for cash, Shares or other securities or a combination
of cash, Shares or other securities as established by the Administrator.



          (ii) “Plan” means this 2001 Stock Incentive Plan.



          (jj) “Related Entity” means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in which
the Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.



          (kk) “Related Entity Disposition” means the sale, distribution or other
disposition by the Company, a Parent or a Subsidiary of all or substantially
all of the interests of the Company, a Parent or a Subsidiary in any Related
Entity effected by a sale, merger or consolidation or other transaction
involving that Related Entity or the sale of all or substantially all of the
assets of that Related Entity, other than any Related Entity Disposition to the
Company, a Parent or a Subsidiary.



          (ll) “Restricted Stock” means Shares issued under the Plan to the Grantee
for such consideration, if any, and subject to such restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions, and
other terms and conditions as established by the Administrator.



          (mm) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.



          (nn) “SAR” means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Common Stock.



          (oo) “Share” means a share of the Common Stock.



          (pp) “Subsidiary” means a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     3.     Stock Subject to the Plan.


          (a) Subject to the provisions of Section 10, below, the maximum aggregate
number of Shares which may be issued pursuant to all Awards shall be 8,461,910
Shares, and commencing with the first business day of each calendar year
thereafter beginning with January 2, 2004, such maximum aggregate number of
Shares shall be increased by a number equal to three percent (3%) of the number
of Shares outstanding as of December 31 of the immediately preceding calendar
year. Notwithstanding the foregoing, subject to the provisions of Section 10,
below, the maximum aggregate number of Shares available for grant of Incentive
Stock Options shall be 6,500,000 Shares, and such number shall not be subject
to annual adjustment as described above. Notwithstanding the foregoing, the
maximum aggregate number of Shares




	 	 	 	 	 	 	 
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which may be issued pursuant to all Awards of Restricted Stock is
6,500,000 Shares. The Shares to be issued pursuant to Awards may be
authorized, but unissued, or reacquired Common Stock.


          (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan
and shall not become available for future issuance under the Plan, except that
if unvested Shares are forfeited, or repurchased by the Company at their

original purchase price, such Shares shall become available for future grant
under the Plan.



     4.     Administration of the Plan.


          (a) Plan Administrator.



               (i) Administration with Respect to Directors and Officers. With respect
to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted
in such a manner as to satisfy the Applicable Laws and to permit such grants
and related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board.



               (ii) Administration With Respect to Consultants and Other Employees. With
respect to grants of Awards to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A)
the Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.



               (iii) Administration With Respect to Covered Employees. Notwithstanding
the foregoing, grants of Awards to any Covered Employee intended to qualify as
Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or more Directors
eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees,
references to the “Administrator” or to a “Committee” shall be deemed to be
references to such Committee or subcommittee.



               (iv) Administration Errors. In the event an Award is granted in a manner
inconsistent with the provisions of this subsection (a), such Award shall be
presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.



          (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:




	 	 	 	 	 	 	 
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               (i) to select the Employees, Directors and Consultants to whom Awards may
be granted from time to time hereunder;



               (ii) to determine whether and to what extent Awards are granted hereunder;



               (iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;



               (iv) to approve forms of Award Agreements for use under the Plan;



               (v) to determine the terms and conditions of any Award granted hereunder;



               (vi) to amend the terms of any outstanding Award granted under the Plan,
provided that any amendment that would adversely affect the Grantee’s rights
under an outstanding Award shall not be made without the Grantee’s written
consent;



               (vii) to construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan, including without limitation, any notice of Award or
Award Agreement, granted pursuant to the Plan;



               (viii) to establish additional terms, conditions, rules or procedures to
accommodate the rules or laws of applicable foreign jurisdictions and to afford
Grantees favorable treatment under such laws; provided, however, that no Award
shall be granted under any such additional terms, conditions, rules or
procedures with terms or conditions which are inconsistent with the provisions
of the Plan; and



               (ix) to take such other action, not inconsistent with the terms of the
Plan, as the Administrator deems appropriate.



     5.     Eligibility. Awards other than Incentive Stock Options may be granted
to Employees, Directors and Consultants. Incentive Stock Options may be
granted only to Employees of the Company, a Parent or a Subsidiary. An
Employee, Director or Consultant who has been granted an Award may, if
otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in foreign
jurisdictions as the Administrator may determine from time to time.


     6.     Terms and Conditions of Awards.


          (a) Type of Awards. The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is
not inconsistent with the provisions of the Plan and that by its terms involves
or might involve the issuance of (i) Shares, (ii) an Option, a SAR or similar
right with a fixed or variable price related to the Fair Market Value of the
Shares and with an exercise or conversion privilege related to the passage of
time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions, or (iii) any other security with the value
derived from the value of the Shares. Such




	 	 	 	 	 	 	 
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awards include, without limitation, Options, SARs, sales or bonuses of
Restricted Stock, Dividend Equivalent Rights, Performance Units or Performance
Shares, and an Award may consist of one such security or benefit, or two (2) or
more of them in any combination or alternative.


          (b) Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Non-Qualified Stock Options.
For this purpose, Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares shall
be determined as of the date the Option with respect to such Shares is granted.



          (c) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator.
Partial achievement of the specified criteria may result in a payment or
vesting corresponding to the degree of achievement as specified in the Award
Agreement.



          (d) Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for,
outstanding awards or obligations to grant future awards in connection with the
Company or a Related Entity acquiring another entity, an interest in another
entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.



          (e) Deferral of Award Payment. The Administrator may establish one or
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or
other earnings, if any, on amounts, Shares or other consideration so deferred,
and such other terms, conditions, rules and procedures that the Administrator
deems advisable for the administration of any such deferral program.



          (f) Award Exchange Programs. The Administrator may establish one or more
programs under the Plan to permit selected Grantees to exchange an Award under
the Plan for




	 	 	 	 	 	 	 
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one or more other types of Awards under the Plan on such terms and conditions
as determined by the Administrator from time to time.


          (g) Separate Programs. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.



          (h) Individual Option and SAR Limit. The maximum number of Shares with
respect to which Options and SARs may be granted to any Grantee in any fiscal
year of the Company shall be 400,000 Shares. In connection with a Grantee’s
commencement of Continuous Service, a Grantee may be granted Options and SARs
for up to an additional 600,000 Shares which shall not count against the limit
set forth in the previous sentence. The foregoing limitations shall be
adjusted proportionately in connection with any change in the Company’s
capitalization pursuant to Section 10, below. To the extent required by
Section 162(m) of the Code or the regulations thereunder, in applying the
foregoing limitations with respect to a Grantee, if any Option or SAR is
canceled, the canceled Option or SAR shall continue to count against the
maximum number of Shares with respect to which Options and SARs may be granted
to the Grantee. For this purpose, the repricing of an Option (or in the case
of a SAR, the base amount on which the stock appreciation is calculated is
reduced to reflect a reduction in the Fair Market Value of the Common Stock)
shall be treated as the cancellation of the existing Option or SAR and the
grant of a new Option or SAR.



          (i) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be
subject to a repurchase right in favor of the Company or a Related Entity or to
any other restriction the Administrator determines to be appropriate.



          (j) Term of Award. The term of each Award shall be the term stated in the
Award Agreement, provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an
Incentive Stock Option granted to a Grantee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Award Agreement.



          (k) Transferability of Awards. Incentive Stock Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee; provided,
however, that the Grantee may designate a beneficiary of the Grantee’s
Incentive Stock Option in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator. Other Awards may be
transferred by gift or through a domestic relations order to members of the
Grantee’s Immediate Family to the extent provided in the Award Agreement or in
the manner and to the extent determined by the Administrator.




	 	 	 
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          (l) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee, Director or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.



     7.     Award Exercise or Purchase Price, Consideration and Taxes.


          (a) Exercise or Purchase Price. The exercise or purchase price, if any,
for an Award shall be as follows:



               (i) In the case of an Incentive Stock Option:



                    (A) granted to an Employee who, at the time of the grant of such Incentive
Stock Option owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be not less than one hundred ten percent (110%)
of the Fair Market Value per Share on the date of grant; or



                    (B) granted to any Employee other than an Employee described in the
preceding paragraph, the per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.



               (ii) In the case of a Non-Qualified Stock Option, the per Share exercise
price shall be not less than eighty-five percent (85%) of the Fair Market Value
per Share on the date of grant.



               (iii) In the case of Awards intended to qualify as Performance-Based
Compensation, the exercise or purchase price, if any, shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of
grant.



               (iv) In the case of other Awards, such price as is determined by the
Administrator.



               (v) Notwithstanding the foregoing provisions of this Section 7(a), in the
case of an Award issued pursuant to Section 6(d), above, the exercise or
purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code.



          (b) Consideration. Subject to Applicable Laws, the consideration to be
paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for
Shares issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or
other legal consideration permitted by the Delaware General Corporation Law:




	 	 	 
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               (i) cash;



               (ii) check;



               (iii) delivery of Grantee’s promissory note with such recourse, interest,
security, and redemption provisions as the Administrator determines as
appropriate;



               (iv) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require (including
withholding of Shares otherwise deliverable upon exercise of the Award) which
have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be
exercised (but only to the extent that such exercise of the Award would not
result in an accounting compensation charge with respect to the Shares used to
pay the exercise price unless otherwise determined by the Administrator);



               (v) with respect to Options, payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate
sale of some or all of the purchased Shares and remit to the Company, out of
the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the purchased Shares and (B) shall
provide written directives to the Company to deliver the certificates for the
purchased Shares directly to such brokerage firm in order to complete the sale
transaction; or



               (vi) any combination of the foregoing methods of payment.



          (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or
other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Upon exercise of an Award, the Company shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations.



     8.     Exercise of Award.


          (a) Procedure for Exercise; Rights as a Stockholder.



               (i) Any Award granted hereunder shall be exercisable at such times and
under such conditions as determined by the Administrator under the terms of the
Plan and specified in the Award Agreement.



               (ii) An Award shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Award by the person entitled to exercise the Award and full payment for the
Shares with respect to which the Award is exercised, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(v). Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer




	 	 	 
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agent of the Company) 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 Shares subject to an Award, notwithstanding the
exercise of an Option or other Award. The Company shall issue (or cause to be
issued) such stock certificate promptly upon exercise of the Award. 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 the
Award Agreement or Section 10, below.


          (b) Exercise of Award Following Termination of Continuous Service.



               (i) An Award may not be exercised after the termination date of such Award
set forth in the Award Agreement and may be exercised following the termination
of a Grantee’s Continuous Service only to the extent provided in the Award
Agreement.



               (ii) Where the Award Agreement permits a Grantee to exercise an Award
following the termination of the Grantee’s Continuous Service for a specified
period, the Award shall terminate to the extent not exercised on the last day
of the specified period or the last day of the original term of the Award,
whichever occurs first.



               (iii) Any Award designated as an Incentive Stock Option to the extent not
exercised within the time permitted by law for the exercise of Incentive Stock
Options following the termination of a Grantee’s Continuous Service shall
convert automatically to a Non-Qualified Stock Option and thereafter shall be
exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.



     9.     Conditions Upon Issuance of Shares.


          (a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.



          (b) As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.



     10.     Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the 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, the exercise or purchase price of each
such outstanding Award, the maximum number of Shares with respect to which
Options and SARs may be granted to any Grantee in any fiscal year of the
Company, as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for (i) 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
Shares, or similar



	 	 	 
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event affecting the Shares, (ii) any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Administrator may determine in
its discretion, any other transaction with respect to Common Stock to which
Section 424(a) of the Code applies or any similar transaction; provided,
however that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” Such
adjustment shall be made by the Administrator and its determination shall be
final, binding and conclusive. Except as the Administrator determines, 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 hereof shall be made with respect to, the number or price of Shares
subject to an Award.


     11.     Corporate Transactions/Change in Control/Related Entity Dispositions.
Except as may be provided in an Award Agreement:


          (a) In the event of any Corporate Transaction, each Award which is at the
time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any restrictions on transfer (other than
transfer restrictions applicable to Options) and repurchase or forfeiture
rights, immediately prior to the specified effective date of such Corporate
Transaction, for all of the Shares at the time represented by such Award.
Effective upon the consummation of the Corporate Transaction, all outstanding
Awards under the Plan shall terminate. However, all such Awards shall not
terminate if the Awards are, in connection with the Corporate Transaction,
assumed by the successor corporation or Parent thereof. In addition, an
outstanding Award under the Plan shall not so fully vest and be exercisable and
released from such limitations if and to the extent: (i) such Award is, in
connection with the Corporate Transaction, either assumed by the successor
corporation or Parent thereof or replaced with a comparable Award with respect
to shares of the capital stock of the successor corporation or Parent thereof
or (ii) such Award is to be replaced with a cash incentive program of the
successor corporation which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same vesting schedule applicable to such Award;
provided, however, that such Award (if assumed), the replacement Award (if
replaced), or the cash incentive program automatically shall become fully
vested, exercisable and payable and be released from any restrictions on
transfer (other than transfer restrictions applicable to Options) and
repurchase or forfeiture rights immediately upon termination of the Grantee’s
Continuous Service (substituting the successor employer corporation for
“Company or Related Entity” for the definition of “Continuous Service”) if such
Continuous Service is terminated by the successor company without Cause or
voluntarily by the Grantee with Good Reason within twelve (12) months of the
Corporate Transaction. The determination of Award comparability above shall be
made by the Administrator.



          (b) Following a Change in Control (other than a Change in Control which
also is a Corporate Transaction) and upon the termination of the Continuous
Service of a Grantee if such Continuous Service is terminated by the Company or
Related Entity without Cause or voluntarily by the Grantee with Good Reason
within twelve (12) months of a Change in Control, each Award of such Grantee
which is at the time outstanding under the Plan automatically shall become
fully vested and
exercisable and be released from any restrictions on transfer (other than




	 	 	 
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transfer restrictions applicable to Options) and repurchase or forfeiture
rights, immediately upon the termination of such Continuous Service.


          (c) Effective upon the consummation of a Related Entity Disposition, for
purposes of the Plan and all Awards, the Continuous Service of each Grantee who
is at the time engaged primarily in service to the Related Entity involved in
such Related Entity Disposition shall be deemed to terminate and each Award of
such Grantee which is at the time outstanding under the Plan automatically
shall become fully vested and exercisable and be released from any restrictions
on transfer (other than transfer restrictions applicable to Options) and
repurchase or forfeiture rights for all of the Shares at the time represented
by such Award and be exercisable in accordance with the terms of the Award
Agreement evidencing such Award. However, such Continuous Service shall be not
be deemed to terminate if such Award is, in connection with the Related Entity
Disposition, assumed by the successor entity or its Parent. In addition, such
Continuous Service shall not be deemed to terminate and an outstanding Award
under the Plan shall not so fully vest and be exercisable and released from
such limitations if and to the extent: (i) such Award is, in connection with
the Related Entity Disposition, either to be assumed by the successor entity or
its parent or to be replaced with a comparable Award with respect to interests
in the successor entity or its parent or (ii) such Award is to be replaced with
a cash incentive program of the successor entity which preserves the
compensation element of such Award existing at the time of the Related Entity
Disposition and provides for subsequent payout in accordance with the same
vesting schedule applicable to such Award; provided, however, that such Award
(if assumed), the replacement Award (if replaced), or the cash incentive
program automatically shall become fully vested, exercisable and payable and be
released from any restrictions on transfer (other than transfer restrictions
applicable to Options) and repurchase or forfeiture rights immediately upon
termination of the Grantee’s Continuous Service (substituting the successor
employer entity for “Company or Related Entity” for the definition of
“Continuous Service”) if such Continuous Service is terminated by the successor
entity without Cause or voluntarily by the Grantee with Good Reason within
twelve (12) months of the Related Entity Disposition. The determination of
Award comparability above shall be made by the Administrator.



          (d) The portion of any Incentive Stock Option accelerated under this
Section 11 in connection with a Corporate Transaction, Change in Control or
Related Entity Disposition shall remain exercisable as an Incentive Stock
Option under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated excess portion of such Option shall be
exercisable as a Non-Qualified Stock Option.



     12.     Effective Date and Term of Plan. The Plan shall become effective upon
the later to occur of its adoption by the Board and its approval by the
stockholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated. Subject to Applicable Laws, Awards may be
granted under the Plan upon its becoming effective.


     13.     Amendment, Suspension or Termination of the Plan.



	 	 	 
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          (a) The Board may at any time amend, suspend or terminate the Plan. To the
extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a
degree as required.



          (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.



          (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) 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 Grantee and the Administrator, which agreement must be in
writing and signed by the Grantee and the Company.



     14.     Reservation of Shares.


          (a) The Company, during the term of the Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



          (b) The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.



     15.     No Effect on Terms of Employment/Consulting Relationship. The Plan
shall not confer upon any Grantee any right with respect to the Grantee’s
Continuous Service, nor shall it interfere in any way with his or her right or
the Company’s right to terminate the Grantee’s Continuous Service at any time,
with or without cause.


     16.     No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit
plan of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.



	 	 	 
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2001 SIP amended 6-24-03




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