belvsocal_s8-ex1001.htm


    EXHIBIT
      10.1

     

    
      


       

      BELVEDERE
        SOCAL

       

      2007
        EQUITY INCENTIVE PLAN

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

         

      

      
        
          	 	 	
                  Page

                
	 	 	 
	
                  1.

                	
                  PURPOSES
                    OF THE PLAN

                	
                  1

                
	
                  2.

                	
                  DEFINITIONS

                	
                  1

                
	
                  3.

                	
                  STOCK
                    SUBJECT TO THE PLAN

                	
                  5

                
	
                  4.

                	
                  ADMINISTRATION
                    OF THE PLAN

                	
                  5

                
	
                  5.

                	
                  ELIGIBILITY

                	
                  7

                
	
                  6.

                	
                  LIMITATIONS

                	
                  7

                
	
                  7.

                	
                  TERM
                    OF PLAN

                	
                  8

                
	
                  8.

                	
                  TERM
                    OF OPTION

                	
                  8

                
	
                  9.

                	
                  OPTION
                    EXERCISE PRICE AND CONSIDERATION

                	
                  8

                
	
                  10.

                	
                  EXERCISE
                    OF OPTION

                	
                  9

                
	
                  11.

                	
                  NON-TRANSFERABILITY
                    OF OPTIONS AND STOCK PURCHASE RIGHTS

                	
                  12

                
	
                  12.

                	
                  NO
                    RIGHTS AS STOCKHOLDERS

                	
                  12

                
	
                  13.

                	
                  STOCK
                    PURCHASE RIGHTS

                	
                  12

                
	
                  14.

                	
                  ADJUSTMENTS
                    UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE

                	
                  13

                
	
                  15.

                	
                  TIME
                    OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS

                	
                  16

                
	
                  16.

                	
                  AMENDMENT
                    AND TERMINATION OF THE PLAN

                	
                  16

                
	
                  17.

                	
                  STOCKHOLDER
                    APPROVAL

                	
                  16

                
	
                  18.

                	
                  INABILITY
                    TO OBTAIN AUTHORITY

                	
                  16

                
	
                  19.

                	
                  RESERVATION
                    OF SHARES

                	
                  17

                
	
                  20.

                	
                  REPURCHASE
                    PROVISIONS

                	
                  17

                
	
                  21.

                	
                  PARTICIPANT
                    REPRESENTATIONS

                	
                  17

                
	
                  22.

                	
                  CODE
                    SECTION 409A

                	
                  17

                
	
                  23.

                	
                  GOVERNING
                    LAW

                	
                  18

                
	
                  24.

                	
                  RESTRICTIONS
                    ON SHARES

                	
                  18

                
	
                  25.

                	
                  LOCK-UP
                    AGREEMENT

                	
                  18

                
	
                  26.

                	
                  SEVERABILITY

                	
                  18

                


        

      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      BELVEDERE
        SOCAL

       

      2007
        EQUITY INCENTIVE PLAN

       

      1.      
        Purposes of the
        Plan.  The
        purposes of the Belvedere SoCal 2007 Equity Incentive Plan are to attract
        and
        retain the best available personnel for positions of substantial responsibility,
        to provide additional incentives to Employees, Directors and Consultants
        and to
        promote the success of the Company’s business.  Options granted under
        the Plan may be Incentive Stock Options or Non-Qualified Stock Options, as
        determined by the Administrator at the time of grant.  Stock Purchase
        Rights may also be granted under the Plan.

       

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

       

      (a)           
        “Acquisition”
        means (i) any consolidation or merger of the Company with or into any other
        corporation or other entity or person in which the stockholders of the Company
        prior to such consolidation or merger own, directly or indirectly, less than
        fifty percent (50%) of the continuing or surviving entity’s voting power
        immediately after such consolidation or merger, excluding any consolidation
        or
        merger effected exclusively to change the domicile of the Company; or (ii)
        a
        sale or other disposition of all or substantially all of the stock or assets
        of
        the Company.

       

      (b)           
        “Administrator”
        means the Board or the Committee, as applicable, responsible for conducting
        the
        general administration of the Plan in accordance with Section 4 hereof;
provided, that in the
        case of the administration of the Plan with respect to awards granted to
        Independent Directors, the term “Administrator” shall refer to the
        Board.

       

      (c)           
        “Applicable
        Laws” means the requirements relating to the administration of stock
        option plans under U.S. state corporate laws, U.S. federal and state securities
        laws, the Code, any stock exchange or quotation system on which the Common
        Stock
        is listed or quoted and the applicable laws of any foreign country or
        jurisdiction where Options or Stock Purchase Rights are granted under the
        Plan.

       

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

       

      (e)           
        “Cause,”
with
        respect to any Holder, means “Cause” as defined in such Holder’s employment
        agreement with the Company if such an agreement exists and contains a definition
        of Cause, or, if no such agreement exists or such agreement does not contain
        a
        definition of Cause, then Cause means (A) the Holder fails to perform or
        habitually neglects the Holder’s duties or responsibilities to the Company, (B)
        the Holder engages in illegal activity which materially adversely affects
        the
        Company’s reputation in the community or which evidences the Holder’s lack of
        fitness or ability to perform the Holder’s duties, as determined by the
        Administrator, (C) the Holder engages in the falsification of reports or
        makes
        material, intentional misrepresentations or omissions of information supplied
        to
        the Company, its affiliates or any regulatory agency, (D) the Holder commits
        any
        act which would cause termination of coverage under the Bankers’ Blanket Bond
        covering the Company or any of its affiliates, (E) the Holder breaches a
        fiduciary duty, exhibits dishonesty or deliberately or repeatedly disregards
        policies or procedures of the Company, (F) the Holder refuses or fails to
        act in
        accordance with any lawful direction or order of the Holder’s direct or indirect
        supervisors, (G) the Holder engages in conduct or acts of moral turpitude
        that
        are materially injurious to the Company or any of its subsidiaries or
        affiliates, (H) the Holder is suspended or temporarily or permanently removed
        or
        prohibited from participating in the conduct of the business of the Company
        by
        any banking authority, or (I) SoCal Bank or its successor is in default under
        the provisions of 12 U.S.C. Section 1813(x)(1).  Notwithstanding the
        foregoing, with respect to any Option granted in substitution of a stock
        option
        outstanding under the Prior Plan (and only with respect to such Option,
        regardless of whether a Holder holds one or more additional Options, Stock
        Purchase Rights or shares of Restricted Stock), cause means “Cause” as defined
        in the Prior Option Agreement.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (f)           
        “Code”
means
        the Internal Revenue Code of 1986, as amended, or any successor statute or
        statutes thereto, including any regulations and other official guidance
        promulgated under any such statute.  Reference to any particular
        section of the Code shall include any successor section.

       

      (g)          
        “Committee”
        means a committee appointed by the Board in accordance with Section 4
        hereof.

       

      (h)          
        “Common Stock”
        means the common stock of the Company, no par value.

       

      (i)           
        “Company”
means
        Belvedere SoCal.

       

      (j)           
        “Consultant”
        means any consultant or advisor if: (i) the consultant or adviser renders
        bona fide services to the Company, any Parent or any Subsidiary of the Company,
        including without limitation, any entity that becomes a Parent or Subsidiary
        of
        the Company by virtue of an Acquisition or other corporate transaction,
        (ii) the services rendered by the consultant or advisor are not in
        connection with the offer or sale of securities in a capital-raising transaction
        and do not directly or indirectly promote or maintain a market for the Company’s
        securities, and (iii) the consultant or advisor is a natural person who has
        contracted directly with the Company, any Parent or any Subsidiary of the
        Company to render such services.

       

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

       

      (l)           
        “Employee”
        means any person, including an Officer or Director, who is an employee (as
        defined in accordance with Section 3401(c) of the Code) of the Company, any
        Parent or any Subsidiary of the Company, including without limitation, any
        entity that becomes a Parent or Subsidiary of the Company by virtue of an
        Acquisition or other corporate transaction.  An individual shall not
        cease to be an Employee in the case of (i) any leave of absence approved by
        the Company, or (ii) transfers between locations of the Company or between
        the Company, any Parent, any Subsidiary, or any successor.  For
        purposes of Incentive Stock Options, no such leave of absence may exceed
        ninety
        (90) days, unless reemployment upon expiration of such leave is guaranteed
        by
        statute or contract.  Neither service as a Director nor payment of a
        Director’s fee by the Company shall be sufficient, by itself, to constitute
“employment” by the Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (m)           
        “Exchange Act”
        means the Securities Exchange Act of 1934, as amended, or any successor statute
        or statutes thereto, including any rules and other official guidance promulgated
        under any such statute.  Reference to any particular section of the
        Exchange Act shall include any successor section.

       

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

       

      (i)           
        If the Common Stock is listed on any established stock exchange or a national
        market system, the Fair Market Value shall be the closing price of a share
        of
        Common Stock as reported in the Wall Street Journal (or such
        other source as the Administrator may deem reliable for such purposes) for
        such
        date, or if no sale occurred on such date, the first trading date immediately
        prior to such date during which a sale occurred;

       

      (ii)           
        If the Common Stock is not traded on an exchange but is quoted on a quotation
        system, the Fair Market Value shall be the last sale price or, if no sales
        occur
        on such date, the average of the last bid and asked prices for the Common
        Stock
        on such date, or if no prices are reported on such date, the first date
        immediately prior to such date on which sales prices or bid and asked prices,
        as
        applicable, are reported by such quotation system; or

       

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

       

      (o)           
        “Holder”
means
        a person who has been granted or awarded an Option or Stock Purchase Right
        or
        who holds Shares acquired pursuant to the exercise of an Option or Stock
        Purchase Right.

       

      (p)           
        “Incentive Stock
        Option” means an Option intended to qualify as an incentive stock option
        within the meaning of Section 422 of the Code and which is designated as an
        Incentive Stock Option by the Administrator.

       

      (q)           
        “Independent
        Director” means a Director who is not an Employee of the
        Company.

       

      (r)           
        “Non-Qualified
        Stock
        Option” means an Option (or portion thereof) that is not designated as an
        Incentive Stock Option by the Administrator, or which is designated as an
        Incentive Stock Option by the Administrator but fails to qualify as an incentive
        stock option within the meaning of Section 422 of the Code.

       

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

       

      (t)           
        “Option”
means
        a stock option granted pursuant to the Plan.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (u)           
        “Option
        Agreement” means a written agreement between the Company and a Holder
        evidencing the terms and conditions of an individual Option
        grant.  All Option Agreements are subject to the terms and conditions
        of the Plan.

       

      (v)           
        “Parent”
means
        any corporation, whether now or hereafter existing (other than the Company),
        in
        an unbroken chain of corporations ending with the Company if each of the
        corporations other than the last corporation in the unbroken chain owns stock
        possessing more than fifty percent of the total combined voting power of
        all
        classes of stock in one of the other corporations in such chain.

       

      (w)           
        “Plan”
means
        the Belvedere SoCal 2007
        Equity Incentive Plan.

       

      (x)           
        “Principal
        Exchange,”
as
        of any given date, shall mean the
        principal securities exchange or quotation system on which the Common Stock
        is
        then traded or quoted.

       

      (y)           
        “Prior Option
        Agreement” means a stock option agreement evidencing any stock option
        granted under the Prior Plan in substitution for which an Option is granted
        under this Plan.

       

      (z)    
                “Prior Plan”
means the
        Professional Business Bank 2001 Incentive and Nonqualified Stock Option Plan,
        as
        amended.

       

      (aa)           “Restricted
        Stock”
means Shares acquired pursuant to the exercise of an unvested Option
        in
        accordance with Section 10(h) hereof or pursuant to a Stock Purchase Right
        granted under Section 13 hereof.

       

      (bb)           “Restricted
        Stock Purchase
        Agreement” means a written agreement between the Company and a Holder
        evidencing the terms and conditions of the issuance of Restricted
        Stock.  All Restricted Stock Purchase Agreements are subject to the
        terms and conditions of the Plan.

       

      (cc)           
        “Rule 16b-3”
        means that certain Rule 16b-3 under the Exchange Act, as such Rule may be
        amended from time to time.

       

      (dd)           
        “Securities
        Act” means the Securities Act of 1933, as amended, or any successor
        statute or statutes thereto, including any rules and other official guidance
        promulgated under any such statute.  Reference to any particular
        section of the Securities Act shall include any successor section.

       

      (ee)           
        “Service
        Provider” means an Employee, Director or Consultant.  The
        Administrator, in its sole discretion, shall determine the effect of all
        matters
        and questions relating to an individual’s status as a Service Provider for
        purposes of the Plan and any Award agreement, including without limitation,
        the
        question of whether and when an individual ceases to be a Service Provider,
        whether an individual ceases to be a Service Provider where the Service Provider
        changes classification between Employee, Director and/or Consultant, or where
        there is a simultaneous reemployment or continuing employment, directorship
        or
        consultancy of such individual by the Company or any Subsidiary or Parent,
        and
        whether any particular leave of absence constitutes a termination of an
        individual’s status as a Service Provider.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

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

       

      (gg)          “Stock
        Purchase Right”
means a right to purchase Common Stock pursuant to Section 13
        hereof.

       

      (hh)          “Stock
        Restriction
        Agreement” means an agreement other than an Option Agreement (including
        any related exercise notice) or Restricted Stock Purchase Agreement that
        provides for any of the restrictions described in Section 24 below.

       

      (ii)           
        “Subsidiary”
        means any corporation, whether now or hereafter existing (other than the
        Company), in an unbroken chain of corporations beginning with the Company
        if
        each of the corporations other than the last corporation in the unbroken
        chain
        owns stock possessing more than fifty percent of the total combined voting
        power
        of all classes of stock in one of the other corporations in such
        chain.

       

      3.      
        Stock Subject
        to the
        Plan.  Subject
        to the provisions of Section 14 hereof, the shares of stock subject to Options
        or Stock Purchase Rights shall be shares of Common Stock, and the maximum
        aggregate number of Shares which may be issued upon exercise of such Options
        or
        Stock Purchase Rights is one million, five hundred thousand (1,500,000)
        Shares.  Shares issued upon exercise of Options or Stock Purchase
        Rights may be authorized but unissued, or reacquired Common
        Stock.  Subject to the limitations of this Section 3, if an Option or
        Stock Purchase Right expires or becomes unexercisable without having been
        exercised in full, the unpurchased Shares which were subject thereto shall
        become available for future grant or sale under the Plan (unless the Plan
        has
        terminated).  Subject to the limitations of this Section 3, if Shares
        of Restricted Stock are forfeited or repurchased by the Company, such Shares
        shall become available for future grant under the Plan (unless the Plan has
        terminated).  To the extent permitted by applicable law and applicable
        stock exchange rules, Shares issued in respect of Options and/or Stock Purchase
        Rights that are granted in assumption of, or in substitution for, any
        outstanding awards of any entity acquired in any Acquisition or other corporate
        transaction shall not be counted against the Shares available for grant pursuant
        to this Plan.  Notwithstanding the provisions of this Section 3, no
        Shares may again be optioned, granted or awarded if such action would cause
        an
        Incentive Stock Option to fail to qualify as an Incentive Stock Option under
        Section 422 of the Code.

       

      4.      
        Administration
        of the
        Plan.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (a)           
        Administrator.  The
        Plan shall initially be administered by the Board.  As soon as
        reasonably practicable following the adoption of the Plan, the Board shall
        delegate its authority to administer the Plan to a Committee of the Board
        that  consists solely of two or more Independent Directors each of
        whom is both an “outside director,” within the meaning of Section 162(m) of the
        Code, and a “non-employee director” within the meaning of Rule 16b-3, and
        qualifies as “independent” within the meaning of any applicable stock exchange
        listing requirements.  Members of the Committee shall also satisfy any
        other legal requirements applicable to membership on the Committee, including
        without limitation, requirements under the Sarbanes-Oxley Act of 2002 and
        other
        Applicable Laws.  The Committee shall have, in connection with the
        administration of the Plan, the powers reserved for the Board or the Committee
        herein, including the power to delegate to a subcommittee any of the
        administrative powers the Committee is authorized to exercise, subject, however,
        to such resolutions, not inconsistent with the provisions of the Plan, as
        may be
        adopted from time to time by the Board.  Within the scope of its
        authority, the Board or the Committee may (i) delegate to a committee of
        one or
        more members of the Board who are not Independent Directors the authority
        to
        grant awards under the Plan to eligible persons who are either (1) not then
        “covered employees,” within the meaning of Section 162(m) of the Code and are
        not expected to be “covered employees” at the time of recognition of income
        resulting from such award or (2) not persons with respect to whom the Company
        wishes to comply with Section 162(m) of the Code, and/or (ii) delegate to
        a
        committee of one or more members of the Board who are not “non-employee
        directors,” within the meaning of Rule 16b-3, the authority to grant awards
        under the Plan to eligible persons who are not then subject to Section 16
        of the
        Exchange Act.  The Board may abolish the Committee at any time and
        revest in the Board the administration of the Plan.  The governance of
        the Committee shall be subject to the charter of the Committee, if any, as
        approved by the Board.  Any action taken by the Committee shall be
        valid and effective, whether or not members of the Committee at the time
        of such
        action are later determined not to have satisfied the requirements for
        membership set forth in this Section 4(a) or otherwise provided in the charter
        of the Committee.  Notwithstanding the foregoing, the full Board,
        acting by a majority of its members in office, shall conduct the general
        administration of the Plan with respect to Options or Restricted Stock granted
        to Independent Directors.

       

      (b)           
        Powers of the
        Administrator.  Subject to the provisions of the Plan and the
        specific duties delegated by the Board to such Committee, and subject to
        the
        approval of any relevant authorities, the Administrator shall have the authority
        in its sole discretion:

       

      (i)           
        to determine the Fair Market Value;

       

      (ii)           to
        select the Service Providers to whom Options and Stock Purchase Rights may
        from
        time to time be granted hereunder;

       

      (iii)          to
        determine the number of Shares to be covered by each such award granted
        hereunder;

       

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

       

      (v)           to
        determine the terms and conditions of any Option or Stock Purchase Right
        granted
        hereunder (such terms and conditions include, but are not limited to, the
        exercise price, the time or times when Options or Stock Purchase Rights may
        vest
        or be exercised (which may be based on performance criteria), any vesting
        acceleration or waiver of forfeiture restrictions, and any restriction or
        limitation regarding any Option or Stock Purchase Right or the Common Stock
        relating thereto, based in each case on such factors as the Administrator,
        in
        its sole discretion, shall determine);

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (vi)          to
        prescribe, amend and rescind rules and regulations relating to the Plan,
        including rules and regulations relating to sub-plans established for the
        purpose of qualifying for preferred tax treatment under foreign tax
        laws;

       

      (vii)         to
        allow Holders to satisfy withholding tax obligations by electing to have
        the
        Company withhold from the Shares to be issued upon exercise of an Option
        or
        Stock Purchase Right that number of Shares having a Fair Market Value equal
        to
        the minimum amount required to be withheld based on the statutory withholding
        rates for federal and state tax purposes that apply to supplemental taxable
        income. The Fair Market Value of the Shares to be withheld shall be determined
        on the date that the amount of tax to be withheld is to be determined. All
        elections by Holders to have Shares withheld for this purpose shall be made
        in
        such form and under such conditions as the Administrator may deem necessary
        or
        advisable;

       

      (viii)        to
        amend the Plan or any Option or Stock Purchase Right granted under the Plan
        as
        provided in Section 16 hereof; and

       

      (ix)          
        to construe and interpret the terms of the Plan and awards granted pursuant
        to
        the Plan and to exercise such powers and perform such acts as the Administrator
        deems necessary or desirable to promote the best interests of the Company
        which
        are not in conflict with the provisions of the Plan.

       

      (c)           
        Effect of
        Administrator’s Decision.  All decisions, determinations and
        interpretations of the Administrator shall be final and binding on all
        Holders.

       

      5.      
        Eligibility.

       

      (a)           
        Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service
        Providers. Incentive Stock Options may be granted only to Employees of the
        Company or of a “parent corporation” or “subsidiary corporation” thereof within
        the meaning of Section 424(e) and 424(f), respectively, of the Code, including
        without limitation, to individuals who become Employees of the Company or
        a
“parent corporation” or “subsidiary corporation” of the Company by virtue of an
        Acquisition or similar corporate transaction.  If otherwise eligible,
        a Service Provider who has been granted an Option or Stock Purchase Right
        may be
        granted additional Options or Stock Purchase Rights.

       

      (b)           
        In order to assure the viability of awards granted to Service Providers in
        foreign countries, the Administrator may provide for such special terms as
        it
        may consider necessary or appropriate to accommodate differences in local
        law,
        tax policy, or custom. Moreover, the Administrator may approve such supplements
        to, or amendments, restatements, or alternative versions of, the Plan as
        it may
        consider necessary or appropriate for such purposes without thereby affecting
        the terms of the Plan as in effect for any other purpose; provided, that no such
        supplements, amendments, restatements, or alternative versions shall increase
        the share limitations contained in Sections 3 and 6(c) of the Plan.

       

      6.      
        Limitations.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (a)           
        Each Option shall be designated by the Administrator in the Option Agreement
        as
        either an Incentive Stock Option or a Non-Qualified Stock Option. However,
        notwithstanding such designations, to the extent that the aggregate Fair
        Market
        Value of Shares subject to a Holder’s Incentive Stock Options and other
        incentive stock options granted by the Company or any “parent corporation” or
“subsidiary corporation” thereof within the meaning of Section 424(e) and
        424(f), respectively, of the Code, which become exercisable for the first
        time
        during any calendar year (under all plans of the Company or any “parent
        corporation” or “subsidiary corporation” thereof within the meaning of Section
        424(e) and 424(f), respectively, of the Code) exceeds $100,000, such excess
        Options or other options shall be treated as Non-Qualified Stock
        Options.  For purposes of this Section 6(a), 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 time of
        grant.

       

      (b)           
        Neither the Plan, any Option nor any Stock Purchase Right shall confer upon
        a
        Holder any right with respect to continuing the Holder’s employment,
        directorship or consulting relationship with the Company, nor shall they
        interfere in any way with the Holder’s right or the Company’s right to terminate
        such employment, directorship or consulting relationship at any time, with
        or
        without Cause.

       

      (c)           
        No Service Provider shall be granted, in any calendar year, Options or Stock
        Purchase Rights to purchase more than one million (1,000,000) Shares (subject
        to
        adjustment as provided in Section 14 hereof).  

       

      7.      
        Term of
        Plan.  The
        Plan shall become effective upon its initial adoption by the Board, subject
        to
        its approval by stockholders in accordance with the requirements of Section
        422(b)(1) of the Code and Section 17 below, and shall continue in effect
        until
        it is terminated under Section 16 hereof.  No Options or Stock
        Purchase Rights may be issued under the Plan after the tenth (10th) anniversary
        of the date upon which the Plan is adopted by the Board.

       

      8.      
        Term of
        Option.  The
        term of each Option shall be stated in the Option Agreement; provided, that the term
        shall
        be no more than ten (10) years from the date of grant thereof.  In the
        case of an Incentive Stock Option granted to a Holder who, at the time the
        Option is granted, owns (or is treated as owning under Section 424 of the
        Code)
        stock representing more than ten percent (10%) of the voting power of all
        classes of stock of the Company or any “parent corporation” or “subsidiary
        corporation” thereof within the meaning of Section 424(e) and 424(f),
        respectively, of the Code, the term of the Option shall be no more than five
        (5)
        years from the date of grant or such shorter term as may be provided in the
        Option Agreement.

       

      9.      
        Option Exercise
        Price
        and Consideration.

       

      (a)           
        Except as provided below, the per share exercise price for the Shares to
        be
        issued upon exercise of an Option shall not be less than 100% of the Fair
        Market
        Value on the date of grant (or, with respect to Incentive Stock Options or
        to
        the extent required to comply with Applicable Law, in the case of an Option
        granted to a Service Provider who, at the time of grant of such Option, owns
        stock representing more than 10% of the voting power of all classes of stock
        of
        the Company or any “parent corporation” or “subsidiary corporation” thereof
        within the meaning of Section 424(e) and 424(f), respectively, of the Code,
        the
        per share exercise price shall not be less than 110% of the Fair Market Value
        on
        the date of grant).  Notwithstanding the foregoing, Options, including
        without limitation, Options granted in substitution for options outstanding
        under the Prior Plan may be granted, with a per share exercise price other
        than
        as required by this Section 9(a) pursuant to an Acquisition or other merger
        or
        corporate transaction, provided, that no such
        alternative exercise price shall be substituted to the extent that any such
        substitution would cause (i) any Options to constitute “nonqualified deferred
        compensation” within the meaning of Code Section 409A, or (ii) any Incentive
        Stock Options to cease to qualify as Incentive Stock Options.

       

      
        
          
          

        

        
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      (b)           
        The consideration to be paid for the Shares to be issued upon exercise of
        an
        Option, including the method of payment, shall be determined by the
        Administrator. Such consideration may consist of (1) cash, (2) check
        or (3) with the consent of the Administrator, (A) a full recourse promissory
        note bearing interest (at no less than such rate as is a market rate of interest
        and which then precludes the imputation of interest under the Code), payable
        upon such terms as may be prescribed by the Administrator, and structured
        to
        comply with Applicable Laws, (B) other Shares which have a Fair Market Value
        on
        the date of surrender equal to the aggregate exercise price of the Shares
        as to
        which such Option shall be exercised and which have been owned by the
        Participant for such period of time as is required to avoid adverse accounting
        consequences to the Company, (C) surrendered Shares then issuable upon exercise
        of the Option having a Fair Market Value on the date of exercise equal to
        the
        aggregate exercise price of the Option or exercised portion thereof, (D)
        property of any kind which constitutes good and valuable consideration,
        (E) delivery of a notice that the Holder has placed a market sell order
        with a broker with respect to Shares then issuable upon exercise of the Options
        and that the broker has been directed to pay a sufficient portion of the
        net
        proceeds of the sale to the Company in satisfaction of the Option exercise
        price, provided, that
        payment of such proceeds is then made to the Company upon settlement of such
        sale, or (F) any combination of the foregoing methods of payment, provided, that with respect
        to Options granted in substitution for options outstanding under the Prior
        Plan,
        the consideration to be paid for the Shares to be issued upon exercise of
        such
        Options may, with the consent of the Administrator, be any form of consideration
        permitted under the Prior Option Agreement and Prior Plan with respect to
        such
        outstanding Options.  Notwithstanding any other provision of the Plan
        to the contrary, no Participant who is a Director or an “executive officer” of
        the Company within the meaning of Section 13(k) of the Exchange Act shall
        be
        permitted to pay the exercise price of an Option, or continue any extension
        of
        credit with respect to the exercise price of an Option, with a loan from
        the
        Company or a loan arranged by the Company in violation of Section 13(k) of
        the
        Exchange Act.

       

      10.           
        Exercise of
        Option.

       

      (a)           
        Vesting; Fractional
        Exercises.  Options granted hereunder shall become vested and
        exercisable according to the terms hereof at such times and under such
        conditions as determined by the Administrator and set forth in the Option
        Agreement.  An Option may not be exercised for a fraction of a
        Share.

       

      (b)           
        Deliveries upon
        Exercise.  All or a portion of an exercisable Option shall be
        deemed exercised upon delivery of all of the following to the Secretary of
        the
        Company or his or her office:

       

      
        
          
          

        

        
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      (i)           
        A written or electronic notice complying with the applicable rules established
        by the Administrator stating that the Option, or a portion thereof, is
        exercised. The notice shall be signed by the Holder or other person then
        entitled to exercise the Option or such portion of the Option;

       

      (ii)           Such
        representations and documents as the Administrator, in its sole discretion,
        deems necessary or advisable to effect compliance with Applicable Laws. The
        Administrator may, in its sole discretion, also take whatever additional
        actions
        it deems appropriate to effect such compliance, including, without limitation,
        placing legends on share certificates and issuing stop transfer notices to
        agents and registrars;

       

      (iii)          Upon
        the exercise of all or a portion of an unvested Option pursuant to
        Section 10(i) below, a Restricted Stock Purchase Agreement in a form
        determined by the Administrator and signed by the Holder or other person
        then
        entitled to exercise the Option or such portion of the Option; and

       

      (iv)          In
        the event that the Option shall be exercised pursuant to Section 10(g)
        below by any person or persons other than the Holder, appropriate proof of
        the
        right of such person or persons to exercise the Option, as determined in
        the
        sole discretion of the Administrator.

       

      (c)           
        Conditions to
        Delivery
        of Share Certificates.  The Company shall not be required to
        issue or deliver any certificate or certificates for Shares purchased upon
        the
        exercise of any Option or portion thereof prior to fulfillment of all of
        the
        following conditions:

       

      (i)           
        The admission of such Shares to listing on all stock exchanges on which such
        class of stock is then listed;

       

      (ii)           The
        completion of any registration or other qualification of such Shares under
        any
        state or federal law, or under the rulings or regulations of the Securities
        and
        Exchange Commission or any other governmental regulatory body which the
        Administrator shall, in its sole discretion, deem necessary or
        advisable;

       

      (iii)          The
        obtaining of any approval or other clearance from any domestic or foreign
        governmental agency which the Administrator shall, in its sole discretion,
        determine to be necessary or advisable;

       

      (iv)          The
        lapse of such reasonable period of time following the exercise of the Option
        as
        the Administrator may establish from time to time for reasons of administrative
        convenience;

       

      (v)           The
        receipt by the Company of full payment for such Shares, including payment
        of any
        applicable withholding tax, which in the sole discretion of the Administrator
        may be in the form of consideration used by the Holder to pay for such Shares
        under Section 9(b) hereof, subject to Section 4(b)(vii) hereof; and

       

      
        
          
          

        

        
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      (vi)          The
        Holder’s consent to such terms and conditions and execution of any agreements as
        the Administrator may require pursuant to Section 24 below.

       

      (d)           
        Termination of
        Relationship as a Service Provider.  If a Holder ceases to be a
        Service Provider other than by reason of a termination by the Company for
        Cause
        or the Holder’s disability or death, such Holder may exercise his or her Option
        within such period of time as is specified in the Option Agreement to the
        extent
        that the Option is vested as of the date the Holder ceases to be a Service
        Provider (taking into consideration any vesting that may occur in connection
        with such cessation),
        provided, that to the extent required by Applicable Laws, such period of
        time shall not be less than thirty (30) days (but in no event later than
        the
        expiration of the term of the Option as set forth in the Option
        Agreement).  If, on the date of cessation as a Service Provider, the
        Holder is not vested as to his or her entire Option (taking into consideration
        any vesting that may occur in connection with such cessation), the Shares
        covered by the unvested portion of the Option shall immediately cease to
        be
        issuable under the Option and shall again become available for issuance under
        the Plan.  If, after the Holder ceases to be a Service Provider, the
        Holder does not exercise his or her Option within the time period specified
        herein, the Option shall terminate, and the Shares covered by such Option
        shall
        again become available for issuance under the Plan.

       

      (e)           
        Termination for
        Cause.  If a Holder ceases to be a Service Provider by reason
        of a termination by the Company for Cause, the Option shall terminate upon
        the
        date the Holder ceases to be a Service Provider, regardless of whether the
        Option is then vested and/or exercisable with respect to any
        Shares.

       

      (f)           
        Disability of
        Holder.  If a Holder ceases to be a Service Provider as a
        result of the Holder’s disability, as determined in the sole discretion of the
        Administrator, the Holder may exercise his or her Option within such period
        of
        time as is specified in the Option Agreement to the extent that the Option
        is
        vested as of the date the Holder ceases to be a Service Provider (taking
        into
        consideration any vesting that may occur in connection with such cessation) provided, that to the extent
        required by Applicable Laws, such period of time shall not be less than six
        (6)
        months (but in no event later than the expiration of the term of such Option
        as
        set forth in the Option Agreement).  In the case of an Incentive Stock
        Option, if such disability is not a “disability” as such term is defined in
        Section 22(e)(3) of the Code, such Incentive Stock Option shall
        automatically cease to be treated as an Incentive Stock Option and shall
        be
        treated for tax purposes as a Non-Qualified Stock Option from and after the
        date
        which is three (3) months and one (1) day following the date that the Holder
        ceases to be a Service Provider.  If, on the date the Holder ceases to
        be a Service Provider, the Holder is not vested as to his or her entire Option
        (taking into consideration any vesting that may occur in connection with
        such
        cessation), the Shares covered by the unvested portion of the Option shall
        immediately cease to be issuable under the Option and shall again become
        available for issuance under the Plan.  If, after ceasing to be a
        Service Provider, the Holder does not exercise his or her Option within the
        timeframe specified herein, the Option shall terminate, and the Shares covered
        by such Option shall again become available for issuance under the
        Plan.

       

      
        
          
          

        

        
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      (g)           
        Death of
        Holder.  If a Holder dies while a Service Provider, the Option
        may be exercised within such period of time as is specified in the Option
        Agreement to the extent that the Option is vested as of the date of death
        (taking into consideration any vesting that may occur in connection with
        the
        Holder’s death); provided, that to the extent
        required by Applicable Laws, such period of time shall not be less than six
        (6)
        months (but in no event later than the expiration of the term of such Option
        as
        set forth in the Option Agreement).  If, at the time of death, the
        Holder is not vested as to his or her entire Option, the Shares covered by
        the
        unvested portion of the Option shall immediately cease to be issuable under
        the
        Option and shall again become available for issuance under the
        Plan.  The Option may be exercised by the executor or administrator of
        the Holder’s estate or, if none, by the person(s) entitled to exercise the
        Option under the Holder’s will or the laws of descent or
        distribution.  If the Option is not so exercised within the time
        specified herein, the Option shall terminate, and the Shares covered by such
        Option shall again become available for issuance under the Plan.

       

      (h)           
        Extension of
        Exercisability.  The Administrator may provide in a Holder’s
        Option Agreement that if the exercise of the Option following the termination
        of
        the Holder’s status as a Service Provider or the Holder’s tender of
        already-owned Shares or the sale of Shares pursuant to a “cashless exercise” in
        connection with such exercise would violate applicable federal or state
        securities laws, then the Option shall not terminate until the earlier to
        occur
        of (i) the expiration of the term of the Option or (ii) the expiration of
        a
        period of three (3) months immediately following the first date on which
        the
        exercise of the Option (or such tender of already-owned Shares or sale of
        Shares
        pursuant to a “cashless exercise”) would not be in violation of such securities
        laws, as determined by the Administrator.

       

      (i)           
        Early
        Exercisability.  The Administrator may provide in the terms of
        a Holder’s Option Agreement that the Holder may, at any time before the Holder’s
        status as a Service Provider terminates, exercise the Option in whole or
        in part
        prior to the full vesting of the Option; provided, that subject
        to
        Section 20 hereof, Shares acquired upon exercise of an Option which has not
        fully vested may be subject to any forfeiture, transfer or other restrictions
        as
        the Administrator may determine in its sole discretion.

       

      11.           
        Non-Transferability
        of
        Options and Stock Purchase Rights.  Options
        and Stock Purchase Rights 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
        Holder,
        only by the Holder.

       

      12.           
        No Rights as
        Stockholders.  Holders
        shall not be, nor have any of the rights or privileges of, stockholders of
        the
        Company in respect of any shares purchasable upon the exercise of any part
        of an
        Option unless and until certificates representing such shares have been issued
        by the Company to such Holders.

       

      13.           
        Stock Purchase
        Rights.

       

      (a)           
        Rights to
        Purchase.  Stock Purchase Rights may be issued either alone, in
        addition to, or in tandem with Options granted under the Plan and/or cash
        awards
        made outside of the Plan.  After the Administrator determines that it
        will offer Stock Purchase Rights under the Plan, it shall advise the offeree
        in
        writing of the terms, conditions and restrictions related to the offer,
        including the number of Shares that such person shall be entitled to purchase,
        the price to be paid, and the time within which such person must accept such
        offer.  The Company
        may present the offer
        to
        the offeree in the form of a Restricted Stock Purchase Agreement, and the
        offer shall be deemed accepted upon execution of
        such agreement by the
        offeree.

       

      
        
          
          

        

        
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      (b)           
        Repurchase
        Right.  Unless the Administrator determines otherwise, the
        Restricted Stock Purchase Agreement shall grant the Company the right to
        repurchase Shares acquired upon exercise of a Stock Purchase Right upon the
        termination of the purchaser’s status as a Service Provider for any
        reason.  Subject to Section 20 hereof, the purchase price for Shares
        repurchased by the Company pursuant to such repurchase right and the rate
        at
        which such repurchase right shall lapse shall be determined by the Administrator
        in its sole discretion, and shall be set forth in the Restricted Stock Purchase
        Agreement.

       

      (c)           
        Other
        Provisions.  The Restricted Stock Purchase Agreement shall
        contain such other terms, provisions and conditions not inconsistent with
        the
        Plan as may be determined by the Administrator in its sole discretion which
        may
        include, without limitation, first refusal rights, co-sale rights, drag-along
        rights, redemption provisions and/or lock-up provisions.  The issuance
        of any Shares pursuant to a Stock Purchase Right shall be conditioned upon
        and
        subject to the Holder’s consent to such terms and conditions and execution of
        such agreements as the Administrator may require pursuant to Section 24
        below.

       

      (d)           
        Rights as a
        Shareholder.  Once the Stock Purchase Right is exercised, the
        purchaser shall have rights equivalent to those of a shareholder and shall
        be a
        shareholder when his or her purchase is entered upon the records of the duly
        authorized transfer agent of the Company.  No adjustment shall be made
        for a dividend or other right for which the record date is prior to the date
        the
        Stock Purchase Right is exercised, except as provided in Section 14
        hereof.

       

      14.           
        Adjustments upon
        Changes in Capitalization, Merger or Asset Sale.

       

      (a)           
        In the event that any dividend or other distribution (whether in the form
        of
        cash, Common Stock, other securities, or other property), recapitalization,
        reclassification, stock split, reverse stock split, reorganization, merger,
        consolidation, split-up, spin-off, combination, repurchase, liquidation,
        dissolution, or sale, transfer, exchange or other disposition of all or
        substantially all of the assets of the Company, or exchange or other disposition
        of Common Stock or other securities of the Company, issuance of warrants
        or
        other rights to purchase Common Stock or other securities of the Company,
        or
        other similar corporate transaction or event affects the Common Stock such
        that
        an adjustment becomes appropriate in order to prevent dilution or enlargement
        of
        the benefits or potential benefits intended by the Company to be made available
        under the Plan or with respect to any Option, Stock Purchase Right or Restricted
        Stock, then the Administrator shall make adjustments to any Option, Stock
        Purchase Right or Restricted Stock, including without limitation, adjustment
        to
        any or all of:

       

      (i)           
        the number and kind of shares of Common Stock (or other securities or property)
        with respect to which Options, Stock Purchase Rights or Restricted Stock
        may be
        granted or awarded (including, but not limited to, adjustments of the
        limitations in Section 3 hereof on the maximum number and kind of shares
        which
        may be issued and adjustments of the maximum number of Shares that may be
        purchased by any Holder in any calendar year pursuant to Section 6(c)
        hereof);

       

      
        
          
          

        

        
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      (ii)           the
        number and kind of shares of Common Stock (or other securities or property)
        subject to outstanding Options, Stock Purchase Rights or Restricted
        Stock;

       

      (iii)          the
        grant or exercise price with respect to any Option or Stock Purchase Right;
        and

       

      (iv)          any
        other terms or conditions of outstanding Options, Stock Purchase Rights or
        Restricted Stock, including without limitation, any performance or market
        conditions (within the meaning of FAS 123(R)) or vesting criteria.

       

      (b)           
        In the event of an Acquisition or any transaction or event described in
        subsection (a) above, the Administrator, either by the terms of the Option,
        Stock Purchase Right or Restricted Stock or by action taken prior to the
        occurrence of such transaction or event and either automatically or upon
        the
        Holder’s request, shall take any one or more of the following actions whenever
        the Administrator determines that such action is appropriate in order to
        prevent
        dilution or enlargement of the benefits or potential benefits intended by
        the
        Company to be made available under the Plan or with respect to any Option,
        Stock
        Purchase Right or Restricted Stock granted or issued under the Plan or to
        facilitate such transaction or event:

       

      (i)           
        To provide for either (A) the purchase of all or any portion of such Option,
        Stock Purchase Right or Restricted Stock for an amount of cash equal to the
        amount that could have been obtained upon the exercise of such Option or
        Stock
        Purchase Right (or portion thereof) or realization of the Holder’s rights had
        such Option, Stock Purchase Right or Restricted Stock (or portion thereof)
        been
        currently exercisable or payable or fully vested, or (B) the replacement
        of such
        Option, Stock Purchase Right or Restricted Stock (or portion thereof) with
        other
        awards, rights or property, including without limitation cash awards, selected
        by the Administrator in its sole discretion, which replacement awards may
        be
        subject to vesting or the lapsing of restrictions, as applicable, on terms
        no
        less favorable to the affected Holder than the terms of any Option, Stock
        Purchase Right or Restricted Stock for which such replacement award is
        substituted;

       

      (ii)           To
        provide that such Option or Stock Purchase Right shall be exercisable as
        to all
        or any portion of the shares covered thereby and that some or all shares
        of such
        Restricted Stock shall cease to be subject to restrictions, notwithstanding
        anything to the contrary in the Plan or the provisions of such Option or
        Stock
        Purchase Right;

       

      (iii)          To
        provide that all or any portion of such Option, Stock Purchase Right or
        Restricted Stock be assumed by the successor or survivor corporation or entity,
        or a parent or subsidiary thereof, or shall be substituted for by similar
        options, rights or awards covering the stock of the successor or survivor
        corporation or entity, or a parent or subsidiary thereof, with appropriate
        adjustments as to the number and kind of shares and prices;

       

      
        
          
          

        

        
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      (iv)          To
        make adjustments in the number and type of shares of Common Stock (or other
        securities or property) subject to outstanding Options, Restricted Stock
        or
        Stock Purchase Rights, and/or in the terms and conditions of (including the
        grant or exercise price), and the criteria included in, outstanding Options,
        Stock Purchase Rights or Restricted Stock or Options, Stock Purchase Rights
        or
        Restricted Stock which may be granted in the future; and

       

      (v)           To
        provide that immediately upon the consummation of such event, such Option
        or
        Stock Purchase Right shall not be exercisable and shall terminate; provided, that for a period
        of time prior to such event specified in the sole discretion of the
        Administrator, such Option or Stock Purchase Right shall be exercisable as
        to
        all Shares covered thereby, and the restrictions imposed under an Option
        Agreement or Restricted Stock Purchase Agreement upon some or all Shares
        may be
        terminated and, in the case of Restricted Stock, some or all shares of such
        Restricted Stock may cease to be subject to repurchase, notwithstanding anything
        to the contrary in the Plan or the provisions of such Option, Stock Purchase
        Right or Restricted Stock Purchase Agreement.

       

      (c)           
        Subject to Section 3 hereof, the Administrator may, in its sole discretion,
        include such further provisions and limitations in any Option, Stock Purchase
        Right, or Restricted Stock as it may deem equitable and in the best interests
        of
        the Company.

       

      (d)           
        If the Company undergoes an Acquisition, then any surviving corporation or
        entity or acquiring corporation or entity, or affiliate of such corporation
        or
        entity, may assume any Options, Stock Purchase Rights or Restricted Stock
        outstanding under the Plan or may substitute similar stock awards (including
        an
        award to acquire the same consideration paid to the stockholders in the
        transaction described in this subsection (d)) for those outstanding under
        the Plan.  In the event any surviving corporation or entity or
        acquiring corporation or entity in an Acquisition, or affiliate of such
        corporation or entity, does not assume such Options, Stock Purchase Rights
        or
        Restricted Stock and does not substitute similar stock awards for those
        outstanding under the Plan, then with respect to (i) Options, Stock Purchase
        Rights or Restricted Stock held by participants in the Plan whose status
        as a
        Service Provider has not terminated prior to such event, the vesting of such
        Options, Stock Purchase Rights or Restricted Stock (and, if applicable, the
        time
        during which such awards may be exercised) shall be accelerated and made
        fully
        exercisable and all restrictions thereon shall lapse not later than immediately
        prior to the closing of the Acquisition (and the Options or Stock Purchase
        Rights shall be terminated if not exercised prior to the closing of such
        Acquisition), and (ii) any other Options or Stock Purchase Rights outstanding
        under the Plan, such Options or Stock Purchase Rights shall be terminated
        if not
        exercised prior to the closing of the Acquisition.

       

      (e)           
        The existence of the Plan, any Option Agreement or Restricted Stock Purchase
        Agreement and the Options or Stock Purchase Rights granted hereunder shall
        not
        affect or restrict in any way the right or power of the Company or the
        stockholders of the Company to make or authorize any adjustment,
        recapitalization, reorganization or other change in the Company’s capital
        structure or its business, any merger or consolidation of the Company, any
        issue
        of stock or of options, warrants or rights to purchase stock or of bonds,
        debentures, preferred or prior preference stocks whose rights are superior
        to or
        affect the Common Stock or the rights thereof or which are convertible into
        or
        exchangeable for Common Stock, or the dissolution or liquidation of the Company,
        or any sale or transfer of all or any part of its assets or business, or
        any
        other corporate act or proceeding, whether of a similar character or
        otherwise.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      15.           
        Time of Granting
        Options and Stock Purchase Rights.  The
        date of grant of an Option or Stock Purchase Right shall, for all purposes,
        be
        the date on which the Administrator makes the determination granting such
        Option
        or Stock Purchase Right, or such other date as is determined by the
        Administrator.  Notice of the determination shall be given to each
        Service Provider to whom an Option or Stock Purchase Right is so granted
        within
        a reasonable time after the date of such grant.

       

      16.           
        Amendment and
        Termination of the Plan.

       

      (a)           
        Amendment and
        Termination.  The Board may at any time wholly or partially
        amend, alter, suspend or terminate the Plan.  However, without
        approval of the Company’s stockholders given within twelve (12) months before or
        after the action by the Board, no action of the Board may, except as provided
        in
        Section 14 hereof, increase the limits imposed in Section 3 hereof on the
        maximum number of Shares which may be issued under the Plan or extend the
        term
        of the Plan under Section 7 hereof.

       

      (b)           
        Stockholder
        Approval.  The Board shall obtain stockholder approval of any
        Plan amendment to the extent necessary to comply with Applicable
        Laws.

       

      (c)           
        Effect of Amendment
        or
        Termination.  No amendment, alteration, suspension or
        termination of the Plan shall impair the rights of any Holder, unless mutually
        agreed otherwise between the Holder and the Administrator, which agreement
        must
        be in writing and signed by the Holder and the Company.  Termination
        of the Plan shall not affect the Administrator’s ability to exercise the powers
        granted to it hereunder with respect to Options, Stock Purchase Rights or
        Restricted Stock granted or awarded under the Plan prior to the date of such
        termination.

       

      17.           
        Stockholder
        Approval.  The
        Plan shall be submitted for the approval of the Company’s stockholders within
        twelve (12) months after the date of the Board’s initial adoption of the
        Plan.  Options, Stock Purchase Rights or Restricted Stock may be
        granted or awarded prior to such stockholder approval, provided that such
        Options, Stock Purchase Rights and Restricted Stock shall not be exercisable,
        shall not vest and the restrictions thereon shall not lapse prior to the
        time
        when the Plan is approved by the stockholders, and provided further that
        if such
        approval has not been obtained at the end of said twelve-month period, all
        Options, Stock Purchase Rights and Restricted Stock previously granted or
        awarded under the Plan shall thereupon be canceled and become null and void
        without payment of consideration therefor.

       

      18.           
        Inability to Obtain
        Authority.  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.

       

      
        
          
          

        

        
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      19.           
        Reservation of
        Shares.  The
        Company, during the term of this Plan, shall at all times reserve and keep
        available such number of Shares as shall be sufficient to satisfy the
        requirements of the Plan.

       

      20.           
        Repurchase
        Provisions.  In
        addition to any rights the Company may have under applicable Restricted Stock
        Purchase Agreements, the Administrator in its sole discretion may provide
        that
        the Company may repurchase Shares acquired upon exercise of an Option or
        Stock
        Purchase Right upon the occurrence of certain specified events, including,
        without limitation, a Holder’s termination as a Service Provider, divorce,
        bankruptcy or insolvency; provided, that any such
        repurchase right shall be set forth in the applicable Option Agreement or
        Restricted Stock Purchase Agreement or in such other agreement as the
        Administrator may determine.

       

      21.           
        Participant
        Representations.  The
        Company may require a Plan participant, as a condition to the grant or exercise
        of, or acquisition of Shares under, any Option or Stock Purchase Right, (i)
        to
        give written representations satisfactory to the Company as to the participant’s
        knowledge and experience in financial and business matters, and/or to employ
        a
        purchaser representative reasonably satisfactory to the Company who is
        knowledgeable and experienced in financial and business matters, and to give
        written representations satisfactory to the Company that he or she is capable
        of
        evaluating, alone or together with the purchaser representative, the merits
        and
        risks of exercising the Option or Stock Purchase Right, (ii) to give written
        representations satisfactory to the Company stating that the participant
        is
        acquiring the stock subject to the Option or Stock Purchase Right for the
        participant’s own account and not with any present intention of selling or
        otherwise distributing the stock, and (iii) to give such other written
        representations as are deemed necessary or appropriate by the Company and
        its
        counsel.  The foregoing requirements, and any representations given
        pursuant to such requirements, shall be inoperative if (A) the issuance of
        the
        shares upon the exercise or acquisition of stock under the applicable Option
        or
        Stock Purchase Right has been registered under a then currently effective
        registration statement under the Securities Act, or (B) as to any particular
        requirement, a determination is made by counsel for the Company that such
        requirement need not be met in the circumstances under the then applicable
        securities laws.  The Company may, upon advice of counsel to the
        Company, place legends on stock certificates issued under the Plan as such
        counsel deems necessary or appropriate in order to comply with applicable
        securities laws, including, but not limited to, legends restricting the transfer
        of the stock.

       

      22.           
        Code Section
        409A.  To
        the extent applicable, the Plan and all Award agreements shall be interpreted
        in
        accordance with Section 409A of the Code and Department of Treasury regulations
        and other interpretive guidance issued thereunder, including without limitation
        any such regulations or other guidance that may be issued after the effective
        date of the Plan.  Notwithstanding any provision of the Plan to the
        contrary, in the event that, following the effective date of the Plan, the
        Administrator determines that any award may be subject to Section 409A of
        the
        Code and related Department of Treasury guidance (including such Department
        of
        Treasury guidance as may be issued after the effective date of the Plan),
        the
        Administrator may adopt such amendments to the Plan and the applicable award
        agreement or adopt other policies and procedures (including amendments, policies
        and procedures with retroactive effect), or take any other actions, that
        the
        Administrator determines are necessary or appropriate to (a) exempt the award
        from Section 409A of the Code and/or preserve the intended tax treatment
        of the
        benefits provided with respect to the award, or (b) comply with the requirements
        of Section 409A of the Code and related Department of Treasury
        guidance.

       

      
        
          
          

        

        
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      23.           
        Governing
        Law.  The
        validity and enforceability of this Plan shall be governed by and construed
        in
        accordance with the laws of the State of California without regard to otherwise
        governing principles of conflicts of law.

       

      24.           
        Restrictions on
        Shares.

       

      Shares
        purchased upon the exercise of an Option or Stock Purchase Right shall be
        subject to such terms and conditions as the Administrator shall determine
        in its
        sole discretion, including, without limitation, transferability restrictions,
        repurchase rights, requirements that Shares be transferred in the event of
        certain transactions, rights of first refusal with respect to permitted
        transfers of Shares, voting agreements, tag-along rights and bring-along
        rights.  Such terms and conditions may, in the Administrator’s sole
        discretion, be contained in the applicable Award agreement, exercise notice
        or
        in such other agreement as the Administrator shall determine, in each case
        in a
        form determined by the Administrator in its sole discretion.  The
        issuance of such Shares shall be conditioned on the Holder’s consent to such
        terms and conditions or the Holder’s entering into such agreement or
        agreements.

       

      25.           
        Lock-Up
        Agreement.  Each
        Holder shall agree, if so requested by the Company and an underwriter of
        shares
        of Common Stock in connection with any public offering of the Company, not
        to
        directly or indirectly offer, sell, contract to sell, sell any option or
        contract to purchase, purchase any option or contract to sell, grant any
        option,
        right or warrant for the sale of or otherwise dispose of or transfer any
        shares
        held by it for such period, not to exceed one hundred eighty (180) days
        following the effective date of the relevant registration statement filed
        under
        the Securities Act in connection with the Company’s initial public offering of
        Common Stock or ninety (90) days following the effective date of the relevant
        registration statement filed under the Securities Act in connection with
        any
        other public offering of Common Stock, in each case as such underwriter shall
        specify reasonably and in good faith.  The Company may impose
        stop-transfer instructions with respect to securities subject to the foregoing
        restrictions until the end of such 180-day period

       

      26.           
        Severability.  If
        any provision of this Plan shall be held to be illegal, invalid or unenforceable
        under any applicable law, then such contravention or invalidity shall not
        invalidate the entire Plan and the remainder of the provisions shall remain
        in
        full force and effect and in no way shall be affected, impaired or
        invalidated.  Such defective provision shall be deemed to be modified
        to the extent necessary to render it legal, valid and enforceable, and if
        no
        such modification shall render it legal, valid and enforceable, then this
        Plan
        shall be construed as if not containing the provision held to be
        invalid.

       

      27.           
        Availability of
        Information. To the extent required by Applicable Laws, the Company shall
        provide to each Holder and to each individual who acquires Shares pursuant
        to
        the Plan, not less frequently than annually during the period such Holder
        or
        purchaser has one or more Options or Stock Purchase Rights outstanding, and,
        in
        the case of an individual who acquires Shares pursuant to the Plan, during
        the
        period such individual owns such Shares, copies of annual financial
        statements.

       

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