<PAGE>
                                                                   EXHIBIT 10.31

                           2002 EQUITY INCENTIVE PLAN
                                       OF
                            VIRAGE LOGIC CORPORATION

1.      PURPOSE OF THIS PLAN

        The purpose of this 2002 Equity Incentive Plan of Virage Logic
Corporation is to enhance the long-term stockholders' value of Virage Logic
Corporation by offering opportunities to eligible individuals to participate in
the growth in value of the equity of Virage Logic Corporation.

2.      DEFINITIONS AND RULES OF INTERPRETATION

        2.1 DEFINITIONS. This Plan uses the following defined terms:

               (a) "1997 PLAN" means the Virage Logic Corporation 1997 Equity
        Incentive Plan, as amended.

               (b) "ADMINISTRATOR" means the Board, the Committee, or any
        officer or employee of the Company to whom the Board or the Committee
        delegates authority to administer this Plan.

               (c) "AFFILIATE" means a "parent" or "subsidiary" (as each is
        defined in Section 424 of the Code) of the Company and any other entity
        that the Board or Committee designates as an "Affiliate" for purposes of
        this Plan.

               (d) "APPLICABLE LAW" means any and all laws of whatever
        jurisdiction, within or without the United States, and the rules of any
        stock exchange or quotation system on which Shares are listed or quoted,
        applicable to the taking or refraining from taking of any action under
        this Plan, including the administration of this Plan and the grant,
        issuance or transfer of Awards or Award Shares.

               (e) "AWARD" means a Stock Award, Cash Award, or Option granted in
        accordance with the terms of the Plan.

               (f) "AWARD AGREEMENT" means the document evidencing the grant of
        an Award.

               (g) "AWARD SHARES" means Shares covered by an outstanding Award
        or purchased under an Award.

               (h) "AWARDEE" means: (i) a person to whom an Award has been
        granted, including a holder of a Substitute Award, (ii) a person to whom
        an Award has been transferred in accordance with all applicable
        requirements of Sections 6.5, 7(h), and 16, and (iii) a person who holds
        Option Shares subject to any right of repurchase under Section 15.2.

               (i) "BOARD" means the board of directors of the Company.

               (j) "CASH AWARD" means the right to receive cash as described in
        Section 8.2.

               (k) "CHANGE OF CONTROL" means any transaction or event that the
        Board specifies as a Change of Control under Section 10.4.

               (l) "CODE" means the Internal Revenue Code of 1986.

               (m) "COMMITTEE" means a committee composed of Company Directors
        appointed in accordance with the Company's charter documents and Section
        4.

               (n) "COMPANY" means Virage Logic Corporation, a Delaware
        corporation.

               (o) "COMPANY DIRECTOR" means a member of the Board.


<PAGE>
               (p) "CONSULTANT" means an individual who, or an employee of any
        entity that, provides bona fide services to the Company or an Affiliate
        not in connection with the offer or sale of securities in a
        capital-raising transaction, but who is not an Employee.

               (q) "DIRECTOR" means a member of the board of directors of the
        Company or an Affiliate.

               (r) "DIVESTITURE" means any transaction or event that the Board
        specifies as a Divestiture under Section 10.5.

               (s) "EFFECTIVE DATE" means the day of the Company's 2002 Annual
        Meeting of Stockholders.

               (t) "EMPLOYEE" means a regular employee of the Company or an
        Affiliate, including an officer or Director, who is treated as an
        employee in the personnel records of the Company or an Affiliate, but
        not individuals who are classified by the Company or an Affiliate as:
        (i) leased from or otherwise employed by a third party, (ii) independent
        contractors, or (iii) intermittent or temporary workers. The Company's
        or an Affiliate's classification of an individual as an "Employee" (or
        as not an "Employee") for purposes of this Plan shall not be altered
        retroactively even if that classification is changed retroactively for
        another purpose as a result of an audit, litigation or otherwise. An
        Awardee shall not cease to be an Employee due to transfers between
        locations of the Company, or between the Company and an Affiliate, or to
        any successor to the Company or an Affiliate that assumes the Awardee's
        Options under Section 10. Neither service as a Director nor receipt of a
        director's fee shall be sufficient to make a Director an "Employee."

               (u) "EXCHANGE ACT" means the Securities Exchange Act of 1934.

               (v) "EXECUTIVE" means an individual who is subject to Section 16
        of the Exchange Act or who is a "covered employee" under Section 162(m)
        of the Code, in either case because of the individual's relationship
        with the Company or an Affiliate.

               (w) "EXPIRATION DATE" means, with respect to an Award, the date
        stated in the Award Agreement as the expiration date of the Award or, if
        no such date is stated in the Award Agreement, then the last day of the
        maximum exercise period for the Award, disregarding the effect of an
        Awardee's Termination or any other event that would shorten that period.

               (x) "FAIR MARKET VALUE" means the value of Shares as determined
        under Section 17.2.

               (y) "FUNDAMENTAL TRANSACTION" means any transaction or event
        described in Section 10.3.

               (z) "GRANT DATE" means the date the Administrator approves the
        grant of an Award. However, if the Administrator specifies that an
        Award's Grant Date is a future date or the date on which a condition is
        satisfied, the Grant Date for such Award is that future date or the date
        that the condition is satisfied.

               (aa) "INCENTIVE STOCK OPTION" means an Option intended to qualify
        as an incentive stock option under Section 422 of the Code and
        designated as an Incentive Stock Option in the Award Agreement for that
        Option.

               (bb) "NONEMPLOYEE DIRECTOR" means Non-Employee Director as
        defined in Rule 16b-3.

               (cc) "NONSTATUTORY OPTION" means any Option other than an
        Incentive Stock Option.

               (dd) "OBJECTIVELY DETERMINABLE PERFORMANCE CONDITION" shall mean
        a performance condition (i) that is established (x) at the time an Award
        is granted or (y) no later than the earlier of (1) 90 days after the
        beginning of the period of service to which it relates, or (2) before
        the elapse of 25% of the period of service to which it relates, (ii)
        that is uncertain of achievement at the time it is established, and
        (iii) the achievement of which is determinable by a third party with
        knowledge of the relevant facts. Examples of measures that may be used
        in Objectively Determinable Performance Conditions include net order
        dollars, net profit dollars, net profit growth, net revenue dollars,
        revenue growth, individual performance, earnings per share, return on
        assets, return on equity, and other financial objectives, objective
        customer satisfaction indicators and efficiency measures, each with
        respect to the Company and/or an individual business unit of the
        Company.


<PAGE>
               (ee) "OFFICER" means an officer of the Company as defined in Rule
        16a-1 adopted under the Exchange Act.

               (ff) "OPTION" means a right to purchase Shares granted under this
        Plan.

               (gg) "OPTION PRICE" means the price payable under an Option for
        Shares, not including any amount payable in respect of withholding or
        other taxes.

               (hh) "OPTION SHARES" means Shares covered by an outstanding
        Option or purchased under an Option.

               (ii) "PLAN" means this 2002 Equity Incentive Plan of Virage Logic
        Corporation.

               (jj) "PURCHASE PRICE" means the price payable under a Stock Award
        for Shares, not including any amount payable in respect of withholding
        or other taxes.

               (kk) "QUALIFIED DOMESTIC RELATIONS ORDER" means a judgment,
        order, or decree meeting the requirements of Section 414(p) of the Code.

               (ll) "REVERSE VESTING" means, with respect to an Option, that an
        Option is fully exercisable but that the Company has a lapsing right to
        repurchase the Option Shares as specified in Section 15.2(a) in
        accordance with the vesting schedule that would otherwise have applied
        to the Option under which the Option Shares were purchased or other
        vesting schedule described in the Award Agreement. With respect to a
        Stock Award, Reverse Vesting means that the Company has a lapsing right
        to repurchase the Award Shares purchased pursuant to the Stock Award as
        specified in Section 15.2(a) in accordance with the vesting schedule
        described in the Award Agreement.

               (mm) "RULE 16b-3" means Rule 16b-3 adopted under Section 16(b) of
        the Exchange Act.

               (nn) "SECURITIES ACT" means the Securities Act of 1933.

               (oo) "SHARE" means a share of the common stock of the Company,
        $0.001 par value, or other securities substituted for the common stock
        under Section 10.

               (pp) "STOCK AWARD" means an offer by the Company to sell shares
        subject to certain restrictions pursuant to the Award Agreement as
        described in Section 8.1.

               (qq) "SUBSTITUTE OPTION" means an Option granted in substitution
        for, or upon the conversion of, an option granted by another entity to
        purchase equity securities in the granting entity.

               (rr) "SUBSTITUTE STOCK AWARD" means a Stock Award granted in
        substitution for, or upon the conversion of, a stock award granted by
        another entity to purchase equity securities in the granting entity.

               (ss) "TERMINATION" means that the Awardee has ceased to be, with
        or without any cause or reason, an Employee, Director or Consultant.
        Unless determined otherwise by the Administrator, "Termination" shall
        not include a change in status from an Employee, Consultant or Director
        to another such status. An event that causes an Affiliate to cease being
        an Affiliate shall be treated as the "Termination" of that Affiliate's
        Employees, Directors, and Consultants.

               (tt) "VEST" means that the Option has become exercisable by or
        payable to the Awardee by reason of an Awardee's continued service as
        Employee, Director or Consultant as provided in the Award Agreement (or,
        in the case of "qualified performance-based compensation" within the
        meaning of Section 162(m) of the Code, by reason of the Awardee meeting
        one or more of Objectively Determinable Performance Conditions), or by
        reason of restrictions on exercise having been removed automatically or
        by action of the Administrator.

        2.2 RULES OF INTERPRETATION. Any reference to a "Section," without more,
is to a Section of this Plan. Captions and titles are used for convenience in
this Plan and shall not, by themselves, determine the meaning of this Plan.
Except when otherwise indicated by the context, the singular includes the plural
and vice versa. Any reference to a statute is also a reference to the applicable
rules and regulations adopted under that statute. Any reference to a statute,
rule or regulation, or to a section of a statute, rule or regulation, is a
reference to


<PAGE>
that statute, rule, regulation, or section as amended from time to time, both
before and after the effective date of this Plan and including any successor
provisions.

3.      SHARES SUBJECT TO THIS PLAN; TERM OF THIS PLAN

        3.1 NUMBER OF AWARD SHARES. Subject to adjustment under Section 10, the
maximum number of Shares that may be issued under this Plan is 2,100,000, which
consists of 1,750,000 Shares, plus 350,000 Shares that would have been available
for future issuance under the 1997 Plan on the Effective Date but instead will
be issued under this Plan and not the 1997 Plan.

        3.2 SOURCE OF SHARES. Award Shares may be authorized but unissued Shares
or treasury Shares. If an Award is terminated, expires, or otherwise becomes
unexercisable without having been exercised in full, the unpurchased Shares that
were subject to the Award shall revert to this Plan and shall again be available
for future issuance under this Plan. Shares actually issued under this Plan
shall not be available for regrant even if repurchased by the Company.

        3.3 TERM OF THIS PLAN

        (a) This Plan has been adopted by the Board on December 5, 2001 and it
shall be effective on the date it has been adopted by the Company's
stockholders.

        (b) This Plan has no set termination date. However, it may be terminated
as provided in Section 13. Moreover, no Incentive Stock Option may be granted
after the time described in Section 7(b).

4.      ADMINISTRATION

        4.1 GENERAL

        (a) The Board shall have ultimate responsibility for administering this
Plan. The Board may delegate certain of its responsibilities to a Committee,
which shall consist of at least two members of the Board. The Board or the
Committee may further delegate certain of its responsibilities to any Employee
of the Company or any Affiliate, provided that delegation of the responsibility
to grant Awards shall be only to the Chief Executive Officer or President of the
Company. Where this Plan specifies that an action is to be taken or a
determination made by the Board, only the Board may take that action or make
that determination. Where this Plan specifies that an action is to be taken or a
determination made by the Committee, only the Committee may take that action or
make that determination. Where this Plan references the "Administrator," the
action may be taken or determination made by the Board, the Committee, or other
Administrator. However, only the Board or the Committee may approve grants of
Awards to Executives, and an Administrator other than the Board or the Committee
may grant Awards only to non-executive level employees and within guidelines
established by the Board or Committee. All actions and determinations by any
Administrator are subject to the provisions of this Plan.

        (b) The Administrator may engage a brokerage firm, bank, or other
financial institution to assist in the delivery of Shares upon exercise of
Awards, delivery of reports, or other administrative aspects of the Plan. If the
Administrator so elects, each Awardee shall be deemed upon enrollment in the
Plan to have authorized the establishment of an account on his or her behalf at
such institution. Shares purchased by an Awardee under the Plan shall be held in
the account in the name in which the share certificate would otherwise be
issued.

        (c) So long as the Company has registered and outstanding a class of
equity securities under Section 12 of the Exchange Act, the Committee shall
consist of Company Directors who are "Non-Employee Directors" as defined in Rule
16b-3 and who are "outside directors" as defined in Section 162(m) of the Code.

        4.2 AUTHORITY OF ADMINISTRATOR. Subject to the other provisions of this
Plan, the Administrator shall have the authority:

               (a) to grant Awards, including Substitute Awards;

               (b) to determine the Fair Market Value of Shares;


<PAGE>
               (c) to determine the Option Price and the Purchase Price under
        Awards;

               (d) to select the Awardees;

               (e) to determine the times Awards are granted;

               (f) to determine the number of Shares subject to each Award;

               (g) to determine the types of payment that may be used to
        purchase Award Shares;

               (h) to determine the types of payment that may be used to satisfy
        withholding tax obligations;

               (i) to determine the other terms of each Award, including but not
        limited to the time or times at which Awards may be exercised, whether
        and under what conditions an Award is assignable, and whether an Option
        is a Nonstatutory Option or an Incentive Stock Option;

               (j) to modify or amend any Award;

               (k) to authorize any person to sign any Award Agreement or other
        document related to this Plan on behalf of the Company;

               (l) to determine the form of any Award Agreement or other
        document related to this Plan, and whether that document, including
        signatures, may be in electronic form;

               (m) to interpret this Plan and any Award Agreement or document
        related to this Plan;

               (n) to correct any defect, remedy any omission, or reconcile any
        inconsistency in this Plan, any Award Agreement or any other document
        related to this Plan;

               (o) to adopt, amend, and revoke rules and regulations under this
        Plan, including rules and regulations relating to sub-plans and Plan
        addenda;

               (p) to adopt, amend, and revoke rules and procedures relating to
        the operation and administration of this Plan to accommodate non-U.S.
        Awardees and the requirements of Applicable Law such as: (i) rules and
        procedures regarding the conversion of local currency, withholding
        procedures and the handling of stock certificates to comply with local
        practice and requirements, and (ii) sub-plans and Plan addenda for
        non-U.S. Awardees;

               (q) to determine whether a transaction or event should be treated
        as a Change of Control, a Divestiture or neither;

               (r) to determine the effect of a Fundamental Transaction and, if
        the Board determines that a transaction or event should be treated as a
        Change of Control or a Divestiture, then the effect of that Change of
        Control or Divestiture; and

               (s) to make all other determinations the Administrator deems
        necessary or advisable for the administration of this Plan.

        4.3 SCOPE OF DISCRETION. Subject to the last sentence of this Section
4.3, on all matters for which this Plan confers the authority, right or power on
the Board, the Committee, or other Administrator to make decisions, that body
may make those decisions in its sole and absolute discretion, and such decisions
shall be final and binding on all Awardees. In making those decisions the Board,
Committee or other Administrator need not treat all persons eligible to receive
Awards, all Awardees, all Awards or all Award Shares the same way. However, the
discretion of the Board, Committee or other Administrator is subject to the
specific provisions and specific limitations of this Plan, as well as all rights
conferred on specific Awardees by Award Agreements and other agreements.

5.      PERSONS ELIGIBLE TO RECEIVE AWARDS

        5.1 ELIGIBLE INDIVIDUALS. Awards (including Substitute Awards) may be
granted to, and only to, Employees, Directors and Consultants, including to
prospective Employees, Directors and Consultants conditioned on the beginning of
their service for the Company or an Affiliate.


<PAGE>
        5.2 SECTION 162(m) LIMITATION.

        (a) OPTIONS. So long as the Company is a "publicly held corporation"
within the meaning of Section 162(m) of the Code: (a) no Employee or prospective
Employee may be granted one or more Options within any fiscal year of the
Company to purchase more than 500,000 Shares under Options, subject to
adjustment under Section 10, and (b) notwithstanding the provisions of Section
4.1(a), Options may be granted to an Executive only by the Committee. If an
Option is cancelled without being exercised, that cancelled Option shall
continue to be counted against the limit on Shares under this Section 5.2 for
the fiscal year in which the Option was granted.

        (b) CASH AWARDS AND STOCK AWARDS. Any Cash Award or Stock Award intended
as "qualified performance-based compensation" within the meaning of Section
162(m) of the Code must vest or become exercisable contingent on the achievement
of one or more Objectively Determinable Performance Conditions, the Cash Award
or Stock Award may be granted only by the Committee, and the material terms of
the Award, including the maximum amount payable and the payment formula, must be
approved by the stockholders of the Company before such Award is paid.

6.      TERMS AND CONDITIONS OF OPTIONS

        The following rules apply to all Options:

               6.1 PRICE. No Option may have an Option Price less than 85% of
        the Fair Market Value of the Shares on the Grant Date. No Option
        intended as "qualified incentive-based compensation" within the meaning
        of Section 162(m) of the Code may have an Option Price less than 100% of
        the Fair Market Value of the Shares on the Grant Date. In no event will
        the Option Price of any Option be less than the par value of the Shares
        issuable under the Option.

               6.2 TERM. No Option shall be exercisable after its Expiration
        Date. No Option may have an Expiration Date that is more than ten years
        after its Grant Date.

               6.3 VESTING. Options shall be exercisable: (a) on the Grant Date,
        or (b) in accordance with a schedule related to the Grant Date, the date
        the Awardee's directorship, employment or consultancy begins, or a
        different date specified in the Option Agreement. If so provided in the
        Option Agreement, an Option may be exercisable subject to the
        application of Reverse Vesting to the Option Shares.

               6.4 FORM OF PAYMENT.

               (a) The Administrator shall determine the acceptable form and
        method of payment for exercising an Option.

               (b) Acceptable forms of payment for all Option Shares are cash,
        check or wire transfer, denominated in U.S. dollars except as specified
        by the Administrator for non-U.S. Employees or non-U.S. sub-plans.

               (c) In addition, the Administrator may permit payment to be made
        by any of the following methods:

                       (i) other Shares, or the designation of other Shares,
               which (A) in the case of Shares acquired upon exercise of an
               option (whether or not under this Plan) have been owned by the
               Awardee for more than six months on the date of surrender, and
               (B) have a Fair Market Value on the date of surrender equal to
               the Option Price of the Shares as to which the Option is being
               exercised;

                       (ii) provided that a public market exists for the Shares,
               through a "same day sale" commitment from the Awardee and a
               broker-dealer that is a member of the National Association of
               Securities Dealers (an "NASD DEALER") under which the Awardee
               irrevocably elects to exercise the Option and the NASD Dealer
               irrevocably commits to forward an amount equal to the Option
               Price, directly to the Company, upon receipt of the Option Shares
               (a "CASHLESS EXERCISE");


<PAGE>
                       (iii) provided that a public market exists for the
               Shares, through funds provided to the Awardee under a "margin"
               commitment from an NASD Dealer under which the Awardee
               irrevocably elects to exercise the Option and pledge the Option
               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
               Option Price and the NASD Dealer irrevocably commits to forward
               an amount equal to the Option Price, directly to the Company,
               upon receipt of the Option Shares;

                       (iv) one or more full recourse promissory notes bearing
               interest at a market rate that is at least sufficient to avoid
               imputation of interest under Sections 483, 1274 and 7872 of the
               Code and with such other terms as the Administrator specifies,
               except that Consultants may not purchase Shares with a promissory
               note unless the note is adequately secured by collateral other
               than the Shares, the portion of the Option Price equal to the par
               value of the Shares must be paid in cash or other lawful
               consideration, other than the note, and the Company shall at all
               times comply with any applicable margin rules of the Federal
               Reserve; and

                       (v) any combination of the methods of payment permitted
               by any paragraph of this Section 6.4.

        6.5 NONASSIGNABILITY OF OPTIONS. Except as determined by the
Administrator, no Option shall be assignable or otherwise transferable by the
Awardee except by will or by the laws of descent and distribution. However,
Options may be transferred and exercised in accordance with a Qualified Domestic
Relations Order.

        6.6 SUBSTITUTE OPTIONS. The Board may cause the Company to grant
Substitute Options in connection with the acquisition by the Company or an
Affiliate of equity securities of any entity (including by merger) or all or a
portion of the assets of any entity. Any such substitution shall be effective
when the acquisition closes or at such later date as the Board determines.
Substitute Options may be Nonstatutory Options or Incentive Stock Options.
Unless and to the extent specified otherwise by the Board, Substitute Options
shall have the same terms and conditions as the options they replace, except
that (subject to Section 10) Substitute Options shall be Options to purchase
Shares rather than equity securities of the granting entity and shall have an
Option Price and other terms that, as determined by the Board in its sole and
absolute discretion, properly reflect the substitution.

7.      INCENTIVE STOCK OPTIONS

        The following rules apply only to Incentive Stock Options and only to
the extent these rules are more restrictive than the rules that would otherwise
apply under this Plan. With the consent of the Awardee, or where this Plan
provides that an action may be taken notwithstanding any other provision of this
Plan, the Administrator may deviate from the requirements of this Section,
notwithstanding that any Incentive Stock Option modified by the Administrator
will thereafter be treated as a Nonstatutory Option.

        (a) The Expiration Date of an Incentive Stock Option shall not be later
than ten years from its Grant Date, with the result that no Incentive Stock
Option may be exercised after the expiration of ten years from its Grant Date.

        (b) No Incentive Stock Option may be granted more than ten years from
the date this Plan was approved by the Board.

        (c) Options intended to be Incentive Stock Options that are granted to
any single Awardee under all equity compensation plans of the Company and its
Affiliates, including Incentive Stock Options granted under this Plan, may not
vest at a rate of more than $100,000 in Fair Market Value of stock (measured on
the Grant Dates of the Options) during any calendar year. For the purpose of
this Section 7(c), an Option vests with respect to a given share of stock the
first time its holder may purchase that share, notwithstanding any right of the
Company to repurchase that share. Unless the Administrator specifies otherwise
in the related agreement governing the option, this vesting limitation shall be
applied by, to the extent necessary to satisfy this $100,000 rule, treating
certain stock options that were intended to be incentive stock options under
Section 422 of the Code as nonstatutory options. The stock options or portions
of stock options to be reclassified as nonstatutory options are those with the
highest option prices, whether granted under this Plan or any other equity


<PAGE>
compensation plan of the Company or any Affiliate that permits that treatment.
This Section 7(c) shall not cause an Incentive Stock Option to vest before its
original vesting date or cause an Incentive Stock Option that has already vested
to cease to be vested.

        (d) In order for an Incentive Stock Option to be exercised for any form
of payment other than those described in Section 6.4(b), that right must be
stated in the Option Agreement relating to that Incentive Stock Option.

        (e) Any Incentive Stock Option granted to a Ten Percent Shareholder,
must have an Expiration Date that is not later than five years from its Grant
Date, with the result that no such Option may be exercised after the expiration
of five years from the Grant Date. A "TEN PERCENT SHAREHOLDER" is any person
who, directly or by attribution under Section 424(d) of the Code, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or of any Affiliate on the Grant Date.

        (f) The Option Price of an Incentive Stock Option shall never be less
than the Fair Market Value of the Shares at the Grant Date. The Option Price for
the Shares covered by an Incentive Stock Option granted to a Ten Percent
Shareholder shall never be less than 110% of the Fair Market Value of the Shares
at the Grant Date.

        (g) Incentive Stock Options may be granted only to Employees.

        (h) No rights under an Incentive Stock Option may be transferred by the
Awardee, other than by will or the laws of descent and distribution. During the
life of the Awardee, an Incentive Stock Option may be exercised only by the
Awardee. The Company's compliance with a Qualified Domestic Relations Order, or
the exercise of an Incentive Stock Option by a guardian or conservator appointed
to act for the Awardee, shall not violate this Section 7(h).

        (i) An Incentive Stock Option shall be treated as a Nonstatutory Option
if it remains exercisable after, but is not exercised within three months
following Awardee's Termination for any reason other than the Awardee's death or
disability (as defined in Section 22(c) of the Code) or change of status of an
Awardee from an Employee to a Consultant. In the case of Termination due to
disability, an Incentive Stock Option shall be treated as a Nonstatutory Option
if it remains exercisable after, but is not exercised within, one year after the
Awardee's Termination. In the case of Termination due to death, an Incentive
Stock Option shall continue to be treated as an Incentive Stock Option if it
remains exercisable after, but is not exercised within, three months following
Awardee's Termination provided it is exercised before the Expiration Date.

8.      STOCK AWARDS AND CASH AWARDS

        8.1 STOCK AWARDS. The following rules apply to all Stock Awards:

               (a) PRICE. No Stock Award may have a Purchase Price less than 85%
        of the Fair Market Value of the Shares on the Grant Date or on the date
        on which the purchase is completed. In no event will the Purchase Price
        of any Stock Award be less than the par value of the Shares issuable
        under the Stock Award.

               (b) TERM. No Stock Award shall be exercisable after its
        Expiration Date. No Stock Award may have an Expiration Date that is more
        than ten years after its Grant Date.

               (c) VESTING. Stock Awards shall be exercisable: (a) on the Grant
        Date, or (b) in accordance with a schedule related to the Grant Date,
        the date the Awardee's directorship, employment or consultancy begins,
        or a different date specified in the Award Agreement.

               (d) RIGHT OF REPURCHASE. If so provided in the Award Agreement,
        Award Shares acquired pursuant to a Stock Award may be subject to
        Reverse Vesting.

               (e) FORM OF PAYMENT. The Administrator shall determine the
        acceptable form and method of payment for exercising a Stock Award.


<PAGE>
                       (i) Acceptable forms of payment for all Award Shares are
               cash, check or wire transfer, denominated in U.S. dollars except
               as specified by the Administrator for non-U.S. Employees or
               non-U.S. sub-plans.

                       (ii) In addition, the Administrator may permit payment to
               be made by any of the methods permitted with respect to the
               exercise of Options pursuant to Section 6.4.

               (f) NONASSIGNABILITY OF STOCK AWARDS. Except as determined by the
        Administrator, including in the Award Agreement, no Stock Award shall be
        assignable or otherwise transferable by the Awardee except by will or by
        the laws of descent and distribution. However, Stock Awards may be
        transferred and exercised in accordance with a Qualified Domestic
        Relations Order.

               (g) SUBSTITUTE STOCK AWARD. The Board may cause the Company to
        grant Substitute Stock Awards in connection with the acquisition by the
        Company or an Affiliate of equity securities of any entity (including by
        merger) or all or a portion of the assets of any entity. Unless and to
        the extent specified otherwise by the Board, Substitute Stock Awards
        shall have the same terms and conditions as the options they replace,
        except that (subject to Section 10) Substitute Stock Awards shall be
        Stock Awards to purchase Shares rather than equity securities of the
        granting entity and shall have a Purchase Price and other terms that, as
        determined by the Board in its sole and absolute discretion, properly
        reflect the substitution.

        8.2 CASH AWARDS. The following rules apply to all Cash Awards:

               (a) TERM. No Cash Award shall be payable after its Expiration
        Date. No Cash Award may have an Expiration Date that is more than ten
        years after its Grant Date.

               (b) VESTING. Cash Awards shall be payable: (a) on the Grant Date,
        (b) in accordance with a schedule related to the Grant Date, the date
        the Awardee's directorship, employment or consultancy begins, or a
        different date specified in the Award Agreement, or (c) or upon the
        achievement of Objectively Determinable Performance Conditions.

9.      EXERCISE OF AWARDS

        9.1 IN GENERAL. An Award shall be exercisable in accordance with this
Plan, the Award Agreement under which it is granted, and as prescribed by the
Administrator.

        9.2 TIME OF EXERCISE. Options and Stock Awards shall be considered
exercised when the Company receives: (a) written notice of exercise from the
person entitled to exercise the Option or Stock Award, (b) full payment, or
provision for payment, in a form and method approved by the Administrator, for
the Shares for which the Option or Stock Award is being exercised, and (c)
payment, or provision for payment, in a form approved by the Administrator, of
all applicable withholding taxes due upon exercise. An Award may not be
exercised for a fraction of a Share. Cash Awards shall be considered exercised
when the Company receives written notice of the exercise from the person
entitled to exercise the Cash Award.

        9.3 ISSUANCE OF AWARD SHARES. The Company shall issue Award Shares in
the name of the person properly exercising the Award. If the Awardee is that
person and so requests, the Award Shares shall be issued in the name of the
Awardee and the Awardee's spouse. The Company shall endeavor to issue Award
Shares promptly after an Award is exercised. However, until Award Shares are
actually issued, as evidenced by the appropriate entry on the stock books of the
Company or the transfer agent for the Shares, no right to vote or receive
dividends or other distributions, and no other rights as a stockholder, shall
exist with respect to the Award Shares, even though the Awardee has provided the
Company with the necessary notices and payments required under Section 9.2. No
adjustment shall be made for any dividend, distribution, or other right for
which the record date precedes the date the Award Shares are issued, except as
provided in Section 10.

        9.4 LIMITATIONS ON EXERCISE. The Administrator may specify a reasonable
number of Shares that may be purchased on any exercise of an Award, provided
that such minimum will not prevent an Awardee from exercising the Award for the
full number of Shares for which it is then exercisable.


<PAGE>
        9.5 TERMINATION

        (a) IN GENERAL. Except as provided by the Administrator, including in an
Award Agreement, and as otherwise provided in Sections 9.5(b), (c), (d) and (e),
after an Awardee's Termination, the Awardee's Awards shall be exercisable to the
extent (but only to the extent) they are vested on the date of that Termination
and only during the period ending three months after the Termination, but in no
event after the Expiration Date. To the extent the Awardee does not exercise an
Award within the time specified for exercise, the Award shall automatically
terminate.

        (b) LEAVES OF ABSENCE. Unless otherwise provided in the Award Agreement,
no Award may be exercised more than three months after the beginning of a leave
of absence, other than a personal or medical leave approved by the Administrator
with employment guaranteed upon return. Awards shall not continue to vest during
a leave of absence, other than an approved personal or medical leave with
employment guaranteed upon return.

        (c) DEATH OR DISABILITY. Unless otherwise provided by the Administrator,
if an Awardee's Termination is due to death or disability (as determined by the
Administrator with respect to all Awards other than Incentive Stock Options and
as defined by Section 22(e) of the Code with respect to Incentive Stock
Options), all Awards of that Awardee, to the extent exercisable at the date of
that Termination, may be exercised for one year after that Termination, but in
no event after the Expiration Date. In the case of Termination due to death, an
Award may be exercised as provided in Section 16. In the case of Termination due
to disability, if a guardian or conservator has been appointed to act for the
Awardee and been granted this authority as part of that appointment, that
guardian or conservator may exercise the Award on behalf of the Awardee. In the
case of an Awardee who dies or becomes disabled within three months after
Termination not due to Cause, the Awardee's Awards may be exercised for one year
after that Termination.

        (d) DIVESTITURE. If an Awardee's Termination is due to a Divestiture,
the Board may take any one or more of the actions described in Section 10.3 or
10.4.

        (e) TERMINATION FOR CAUSE. If an Awardee's Termination is due to Cause,
all of the Awardee's Awards shall automatically terminate and cease to be
exercisable at the time of Termination and all Awards exercised after the first
event constituting Cause may be rescinded by the Administrator. "CAUSE" means
dishonesty, fraud, misconduct, disclosure or misuse of confidential information,
conviction of, or a plea of guilty or no contest to, a felony or similar
offense, habitual absence from work for reasons other than illness, intentional
conduct that could cause significant injury to the Company or an Affiliate, or
habitual abuse of alcohol or a controlled substance in a way that interfered
with the Awardee's performance of his or her duties, in each case as determined
by the Administrator.

        (f) CONSULTING OR EMPLOYMENT RELATIONSHIP. Nothing in this Plan or in
any Award Agreement, and no Award or the fact that Award Shares remain subject
to repurchase rights, shall: (a) interfere with or limit the right of the
Company or any Affiliate to terminate the employment or consultancy of any
Awardee at any time, whether with or without cause or reason, and with or
without the payment of severance or any other compensation or payment, or (b)
interfere with the application of any provision in any of the Company's or any
Affiliate's charter documents or the Delaware General Corporation Law relating
to the election, appointment, term of office, or removal of a Director.

10.     CERTAIN TRANSACTIONS AND EVENTS

        10.1 IN GENERAL. Except as provided in this Section 10, no change in the
capital structure of the Company, merger, sale or other disposition of assets or
a subsidiary, change of control, issuance by the Company of shares of any class
of securities convertible into shares of any class, conversion of securities, or
other transaction or event shall require or be the occasion for any adjustments
of the type described in this Section 10.

        10.2 CHANGES IN CAPITAL STRUCTURE. In the event of any stock split,
reverse stock split, recapitalization, combination or reclassification of stock,
stock dividend, spin-off, or similar change to the capital structure of the
Company (not including a Fundamental Transaction or Change of Control), the
Board shall make


<PAGE>
whatever adjustments it concludes are appropriate to: (a) the number and type of
Awards that may be granted under this Plan, (b) the number and type of Options
that may be granted to any individual under this Plan, (c) the Purchase Price of
any Stock Award, (d) the Option Price and number and class of securities
issuable under each outstanding Option, and (e) the repurchase price of any
securities substituted for Option Shares that are subject to Reverse Vesting.
The specific adjustments shall be determined by the Board in its sole and
absolute discretion. Unless the Board specifies otherwise, any securities
issuable as a result of any such adjustment shall be rounded to the next lower
whole security.

        10.3 FUNDAMENTAL TRANSACTIONS. If the Company merges with another entity
in a transaction in which the Company is not the surviving entity or if, as a
result of any other transaction or event, other securities are substituted for
the Shares or Shares may no longer be issued (each a "FUNDAMENTAL TRANSACTION"),
then, notwithstanding any other provision of this Plan, the Board shall do one
or more of the following contingent on the closing or completion of the
Fundamental Transaction: (a) arrange for the substitution of options or other
compensatory awards on equity securities other than Shares (including, if
appropriate, equity securities of an entity other than the Company) in exchange
for Awards, (b) accelerate the vesting and termination of outstanding Awards, in
whole or in part, so that Awards can be exercised prior to the closing or
completion of the Fundamental Transaction but then terminate, (c) cancel Awards
in exchange for cash payments to Awardees, and (d) arrange for any repurchase
rights of the Company with respect to Award Shares to apply to the securities
issued in substitution for Shares or terminate repurchase rights on Award
Shares. The Board need not adopt the same rules for each Award or each Awardee.

        10.4 CHANGES OF CONTROL. The Board may also, but need not, specify that
other transactions or events constitute a "CHANGE OF CONTROL". The Board may do
that either before or after the transaction or event occurs. Examples of
transactions or events that the Board may treat as Changes of Control are: (a)
the Company or an Affiliate is a party to a merger, consolidation, amalgamation,
or other transaction in which the beneficial stockholders of the Company,
immediately before the transaction, beneficially own securities representing 50%
or less of the total combined voting power or value of the Company immediately
after the transaction, (b) any person or entity, including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act, acquires securities
holding 30% or more of the total combined voting power or value of the Company,
or (c) as a result of or in connection with a contested election of Company
Directors, the persons who were Company Directors immediately before the
election cease to constitute a majority of the Board. In connection with a
Change of Control, notwithstanding any other provision of this Plan, the Board
may take any one or more of the actions described in Section 10.3. In addition,
the Board may extend the date for the exercise of Awards (but not beyond their
original Expiration Date). The Board need not adopt the same rules for each
Award or each Awardee.

        10.5 DIVESTITURE. If the Company or an Affiliate sells or otherwise
transfers equity securities of an Affiliate to a person or entity other than the
Company or an Affiliate, or leases, exchanges or transfers all or any portion of
its assets to such a person or entity, then the Board, in its sole and absolute
discretion, may specify that such transaction or event constitutes a
"DIVESTITURE". In connection with a Divestiture, notwithstanding any other
provision of this Plan, the Board may take one or more of the actions described
in Section 10.3 or 10.4 with respect to Awards or Award Shares held by, for
example, Employees, Directors or Consultants for whom that transaction or event
results in a Termination. The Board need not adopt the same rules for each Award
or each Awardee.

        10.6 DISSOLUTION. If the Company adopts a plan of dissolution, the Board
may, in its sole and absolute discretion, cause Awards to be fully vested and
exercisable (but not after their Expiration Date) before the dissolution is
completed but contingent on its completion and may cause the Company's
repurchase rights on Award Shares to lapse upon completion of the dissolution.
To the extent not exercised before the earlier of the completion of the
dissolution or their Expiration Date, Awards shall terminate immediately prior
to the completion of the dissolution. The Board need not adopt the same rules
for each Award or each Awardee.

        10.7 CUT-BACK TO PRESERVE BENEFITS. If the Administrator determines that
the net after-tax amount to be realized by any Awardee, taking into account any
accelerated vesting, termination of repurchase rights, or cash payments to that
Awardee in connection with any transaction or event addressed in this Section 10
would


<PAGE>
be greater if one or more of those steps were not taken with respect to that
Awardee's Awards or Award Shares, then and to that extent one or more of those
steps shall not be taken.

11.     WITHHOLDING AND TAX REPORTING

        11.1 TAX WITHHOLDING ALTERNATIVES

        (a) GENERAL. Whenever Award Shares are issued or become free of
restrictions, the Company may require the Awardee to remit to the Company an
amount sufficient to satisfy any applicable tax withholding requirement, whether
the related tax is imposed on the Awardee or the Company. The Company shall have
no obligation to issue or deliver Award Shares or release Award Shares from an
escrow until the Awardee has satisfied those tax withholding obligations.
Whenever payment in satisfaction of Awards is made in cash, the payment will be
reduced by an amount sufficient to satisfy all tax withholding requirements.

        (b) METHOD OF PAYMENT. The Awardee shall pay any required withholding
using the forms of consideration described in Section 6.4(b), except that, in
the discretion of the Administrator, the Company may also permit the Awardee to
use any of the forms of payment described in Section 6.4(c). The Administrator
may also permit Award Shares to be withheld to pay required withholding. If the
Administrator permits Award Shares to be withheld, the Fair Market Value of the
Award Shares withheld shall not exceed the amount determined by the applicable
minimum statutory withholding rates, and shall be determined as of the date that
the amount of tax to be withheld or tendered for this purpose is to be
determined.

        11.2 REPORTING OF DISPOSITIONS. Any holder of Option Shares acquired
under an Incentive Stock Option shall promptly notify the Administrator in
writing of the sale or other disposition of any of those Option Shares if the
disposition occurs during: (a) the longer of two years after the Grant Date of
the Incentive Stock Option and one year after the date the Incentive Stock
Option was exercised, or (b) such other period as the Administrator has
established.

12.     COMPLIANCE WITH LAW

        12.1 APPLICABLE LAW. The grant of Awards and the issuance and subsequent
transfer of Award Shares shall be subject to compliance with all Applicable Law.
Awards may not be exercised, and Award Shares may not be transferred, in
violation of Applicable Law. Awards may not be exercised unless: (a) a
registration statement under the Securities Act is then in effect with respect
to the related Award Shares, or (b) in the opinion of legal counsel to the
Company, those Award Shares may be issued in accordance with an applicable
exemption from the registration requirements of the Securities Act and any other
applicable securities laws. The failure or inability of the Company to obtain
from any regulatory body the authority considered by the Company's legal counsel
to be necessary or useful for the lawful issuance of any Award Shares or their
subsequent transfer shall relieve the Company of any liability for failing to
issue those Award Shares or permitting their transfer. As a condition to the
exercise of any Award or the transfer of any Award Shares, the Company may
require the Awardee to satisfy any requirements or qualifications that may be
necessary or appropriate to comply with or evidence compliance with any
Applicable Law.

        12.2 CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stop transfer instructions,
legends and other restrictions as the Administrator 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
Securities and Exchange Commission or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.

13.     AMENDMENT OR TERMINATION OF THIS PLAN OR OUTSTANDING AWARDS

        13.1 AMENDMENT AND TERMINATION. The Board may at any time amend,
suspend, or terminate this Plan.

        13.2 STOCKHOLDER APPROVAL. The Company shall obtain the approval of the
Company's stockholders for any amendment to this Plan if stockholder approval is
necessary or desirable to comply with any Applicable Law or with the
requirements applicable to the grant of Awards intended to be Incentive Stock


<PAGE>
Options. The Board may also, but need not, require that the Company's
stockholders approve any other amendments to this Plan.

        13.3 EFFECT. No amendment, suspension, or termination of this Plan, and
no modification of any Award even in the absence of an amendment, suspension, or
termination of this Plan, shall impair any existing contractual rights of any
Awardee unless the affected Awardee consents to the amendment, suspension,
termination, or modification. However, no such consent shall be required if the
Administrator determines in its sole and absolute discretion that the amendment,
suspension, termination, or modification: (a) is required or advisable in order
for the Company, the Plan or the Award to satisfy Applicable Law, to meet the
requirements of any accounting standard or to avoid any adverse accounting
treatment, or (b) in connection with any transaction or event described in
Section 10, is in the best interests of the Company or its stockholders. The
Administrator may, but need not, take the tax consequences to affected Awardees
into consideration in acting under the preceding sentence. Termination of this
Plan shall not affect the Administrator's ability to exercise the powers granted
to it under this Plan with respect to Awards granted before the termination, or
Award Shares issued under such Awards, even if those Award Shares are issued
after the termination.

14.     RESERVED RIGHTS

        14.1 NONEXCLUSIVITY OF THIS PLAN. This Plan shall not limit the power of
the Company or any Affiliate to adopt other incentive arrangements including,
for example, the grant or issuance of stock options, stock, or other
equity-based rights under other plans or independently of any plan.

        14.2 UNFUNDED PLAN. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Awardees, any such accounts will be
used merely as a convenience. The Company shall not be required to segregate any
assets on account of this Plan, the grant of Awards, or the issuance of Award
Shares. The Company and the Administrator shall not be deemed to be a trustee of
stock or cash to be awarded under this Plan. Any obligations of the Company to
any Awardee shall be based solely upon contracts entered into under this Plan,
such as Award Agreements. No such obligation shall be deemed to be secured by
any pledge or other encumbrance on any assets of the Company. Neither the
Company nor the Administrator shall be required to give any security or bond for
the performance of any such obligation.

15.     SPECIAL ARRANGEMENTS REGARDING AWARD SHARES

        15.1 ESCROWS AND PLEDGES. To enforce any restrictions on Award Shares
including restrictions related to Reverse Vesting, the Administrator may require
their holder to deposit the certificates representing Award Shares, with stock
powers or other transfer instruments approved by the Administrator endorsed in
blank, with the Company or an agent of the Company to hold in escrow until the
restrictions have lapsed or terminated. The Administrator may also cause a
legend or legends referencing the restrictions to be placed on the certificates.
Any Awardee who delivers a promissory note as partial or full consideration for
the purchase of Award Shares will be required to pledge and deposit, with the
Company, some or all of the Award Shares as collateral to secure the payment of
the note. However, the Administrator may require or accept other or additional
forms of collateral to secure the note and, in any event, the Company will have
full recourse against the maker of the note, notwithstanding any pledge or other
collateral, unless stated otherwise in the Award Agreement and the note.

15.2    REPURCHASE RIGHTS.

        (a) REVERSE VESTING. If an Option or Stock Award is subject to Reverse
Vesting, the Company shall have the right, during the three months after the
Awardee's Termination, to repurchase any or all of the Award Shares that were
unvested as of the date of that Termination, for a price equal to the lower of:
(i) the Option Price or Purchase Price for such Shares, minus the amount of any
cash dividends paid or payable with respect to the Award Shares for which the
record date precedes the repurchase, and (ii) the Fair Market Value of those
Option Shares as of the date of the Termination. The repurchase price shall be
paid in cash or, if the Option Shares were purchased in whole or in part for a
promissory note, cancellation of the indebtedness


<PAGE>
under that note related to the repurchased portion of an Award, or a combination
of those means. The Company may assign this right of repurchase.

        (b) PROCEDURE. The Company or its assignee may choose to give the
Awardee a written notice of exercise of its repurchase rights under this Section
15.2. However, the Company's failure to give such a notice shall not affect its
rights to repurchase Award Shares. The Company must, however, tender the
repurchase price during the period specified in this Section 15.2 for exercising
its repurchase rights in order to exercise such rights.

        15.3 CASH DIVIDENDS. Cash Dividends on Award Shares that are subject to
any restrictions, including Reverse Vesting shall be held by the Company for the
benefit of the Awardee until the lapsing of the restrictions on such Award
Shares with such interest as determined by the Administrator in its sole
discretion.

16.     BENEFICIARIES

        An Awardee may file a written designation of one or more beneficiaries
who are to receive the Awardee's rights under the Awardee's Awards after the
Awardee's death. An Awardee may change such a designation at any time by written
notice. If an Awardee designates a beneficiary, the beneficiary may exercise the
Awardee's Awards after the Awardee's death. If an Awardee dies when the Awardee
has no living beneficiary designated under this Plan, the Company shall allow
the executor or administrator of the Awardee's estate to exercise the Award or,
if there is none, the person entitled to exercise the Option under the Awardee's
will or the laws of descent and distribution. In any case, no Award may be
exercised after its Expiration Date.

17.     MISCELLANEOUS

        17.1 GOVERNING LAW. This Plan and all determinations made and actions
taken under this Plan shall be governed by the substantive laws, but not the
choice of law rules, of the State of Delaware.

        17.2 DETERMINATION OF VALUE. Fair Market Value shall be determined as
follows:

               (a) LISTED STOCK. If the Shares are traded on any established
        stock exchange or quoted on a national market system, Fair Market Value
        shall be the closing sales price for the Shares as quoted on that stock
        exchange or system for the date the value is to be determined (the
        "VALUE DATE") as reported in The Wall Street Journal or a similar
        publication. If no sales are reported as having occurred on the Value
        Date, Fair Market Value shall be that closing sales price for the last
        preceding trading day on which sales of Shares are reported as having
        occurred. If no sales are reported as having occurred during the five
        trading days before the Value Date, Fair Market Value shall be the
        closing bid for Shares on the Value Date. If Shares are listed on
        multiple exchanges or systems, Fair Market Value shall be based on sales
        or bids on the primary exchange or system on which Shares are traded or
        quoted.

               (b) STOCK QUOTED BY SECURITIES DEALER. If Shares are regularly
        quoted by a recognized securities dealer but selling prices are not
        reported on any established stock exchange or quoted on a national
        market system, Fair Market Value shall be the mean between the high bid
        and low asked prices on the Value Date. If no prices are quoted for the
        Value Date, Fair Market Value shall be the mean between the high bid and
        low asked prices on the last preceding trading day on which any bid and
        asked prices were quoted.

               (c) NO ESTABLISHED MARKET. If Shares are not traded on any
        established stock exchange or quoted on a national market system and are
        not quoted by a recognized securities dealer, the Board will determine
        Fair Market Value in good faith. The Board will consider the following
        factors, and any others it considers significant, in determining Fair
        Market Value: (i) the price at which other securities of the Company
        have been issued to purchasers other than Employees, Directors, or
        Consultants, (ii) the Company's net worth, prospective earning power,
        dividend-paying capacity, and non-operating assets, if any, and (iii)
        any other relevant factors, including the economic outlook for the
        Company and the Company's industry, the Company's position in that
        industry, the Company's goodwill and other intellectual property, and
        the values of securities of other businesses in the same industry.


<PAGE>
        17.3 RESERVATION OF SHARES. During the term of this Plan, the Company
will at all times reserve and keep available such number of Shares as are still
issuable under this Plan.

        17.4 ELECTRONIC COMMUNICATIONS. Any Award Agreement, notice of exercise
of an Award, or other document required or permitted by this Plan may be
delivered in writing or, to the extent determined by the Administrator,
electronically. Signatures may also be electronic if permitted by the
Administrator and Applicable Law.

        17.5 NOTICES. Unless the Administrator specifies otherwise, any notice
to the Company under any Option Agreement or with respect to any Awards or Award
Shares shall be in writing (or, if so authorized by Section 17.4, communicated
electronically), shall be addressed to the Chief Financial Officer of the
Company, and shall only be effective when received by the Chief Financial
Officer of the Company.

Adopted by the Board on: December 5, 2001

Approved by the stockholders on:
                                ------------------

Effective date of this Plan:
                            ------------------