Exhibit 10.1


     

    ZNOMICS,
      INC. 

    2002
      STOCK INCENTIVE PLAN

    


    1. Establishment,
      Purpose and Types of Awards

    


    ZNOMCIS,
      INC., a Delaware corporation (the “Company”),
      hereby establishes the ZNOMICS, INC. 200[1] STOCK INCENTIVE PLAN (the
“Plan”).
      The
      purpose of the Plan is to promote the long-term growth and profitability of
      the
      Company by (i) providing key people with incentives to improve stockholder
      value and to contribute to the growth and financial success of the Company,
      and
      (ii) enabling the Company to attract, retain and reward the best-available
      persons. 

    


    The
      Plan
      permits the granting of stock options (including incentive stock options
      qualifying under Code section 422 and nonqualified stock options), stock
      appreciation rights, restricted or unrestricted stock awards, phantom stock,
      performance awards, other stock-based awards, or any combination of the
      foregoing.

    


    2.    Definitions

    


    Under
      this Plan, except where the context otherwise indicates, the following
      definitions apply:

    


    (a)    “Administrator”
      means
      the Board or committee(s) appointed by the Board that administers the Plan
      in
      accordance with Section 3 hereof.

    


    (b)    “Affiliate”
      means
      any entity, whether now or hereafter existing, which controls, is controlled
      by,
      or is under common control with, the Company (including, but not limited to,
      joint ventures, limited liability companies, and partnerships). For this
      purpose, “control”
shall
      mean ownership of 50% or more of the total combined voting power or value of
      all
      classes of stock or interests of the entity.

    


    (c)    “Award”
      means
      any
      stock option, stock appreciation right, stock award, phantom stock award,
      performance award, or other stock-based award.

    


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

    


    (e)    “Change
      in Control” means:
      (i) the acquisition (other than from the Company) in one or more
      transactions by any Person, as defined in this Section 2(e),
      of the
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then
      outstanding shares of the securities of the Company, or (B) the combined
      voting power of the then outstanding securities of the Company entitled to
      vote
      generally in the election of directors (the “Company
      Voting Stock”);
      (ii) the closing of a sale or other conveyance of all or substantially all
      of the assets of the Company; or (iii) the effective time of any merger,
      share exchange, consolidation, or other business combination of the Company
      if
      immediately after such transaction persons who hold a majority of the
      outstanding voting securities entitled to vote generally in the election of
      directors of the surviving entity (or the entity owning 100% of such surviving
      entity) are not persons who, immediately prior to such transaction, held the
      Company Voting Stock; provided,
      however,
      that a
      Change in Control shall not include a
      public
      offering of capital stock of the Company. For
      purposes of this Section 2(e),
      a
“Person”
means
      any individual, entity or group within the meaning of Section 13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
      employee benefit plans sponsored or maintained by the Company and corporations
      controlled by the Company.

    


    (f)    “Code”
      means
      the
      Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder.

    


    (g)    “Common
      Stock” means
      shares of common stock of the Company, par value of $0.01 per
      share.

    


    (h)    “Fair
      Market Value” means,
      with respect to a share of the Company’s Common Stock for any purpose on a
      particular date, the value determined by the Administrator in good faith.
      However, if the Common Stock is registered under Section 12(b) or 12(g) of
      the Securities Exchange Act of 1934,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      as
        amended, and listed for trading on a national exchange or market, “Fair
        Market Value”
        means,
        as applicable, (i) either the closing price or the average of the high and
        low sale price on the relevant date, as determined in the Administrator’s
        discretion, quoted on the New York Stock Exchange, the American Stock Exchange,
        or the Nasdaq National Market; (ii) the last sale price on the relevant
        date quoted on the Nasdaq SmallCap Market; (iii) the average of the high
        bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin
        Board Service or by the National Quotation Bureau, Inc. or a comparable service
        as determined in the Administrator’s discretion; or (iv) if
        the
        Common Stock is not quoted by any of the above, the average of the closing
        bid
        and asked prices on the relevant date furnished by a professional market
        maker
        for the Common Stock, or by such other source, selected by the Administrator.
        If
        no public trading of the Common Stock occurs on the relevant date but the
        shares
        are so listed, then Fair Market Value shall be determined as of the next
        preceding date on which trading of the Common Stock does occur. For all purposes
        under this Plan, the term “relevant
        date”
as
        used
        in this Section
        2(h) means
        either
        the date as of which Fair Market Value is to be determined or the next preceding
        date on which public trading of the Common Stock occurs, as determined in
        the
        Administrator’s discretion.

    

     

    (i)    “Grant
      Agreement”
      means a
      written document memorializing the terms and conditions of an Award granted
      pursuant to the Plan and shall incorporate the terms of the Plan.

    


    3.    Administration

    


    (a)    Administration
      of the Plan.
      The Plan
      shall be administered by the Board or by such committee or committees as may
      be
      appointed by the Board from time to time (the Board, committee or committees
      hereinafter referred to as the “Administrator”).

    


    (b)    Powers
      of the Administrator.
      The
      Administrator shall have all the powers vested in it by the terms of the Plan,
      such powers to include authority, in its sole and absolute discretion, to grant
      Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
      establish programs for granting Awards.

    


    The
      Administrator shall have full power and authority to take all other actions
      necessary to carry out the purpose and intent of the Plan, including, but not
      limited to, the authority to: (i) determine the eligible persons to whom,
      and the time or times at which Awards shall be granted; (ii) determine the
      types of Awards to be granted; (iii) determine the number of shares to be
      covered by or used for reference purposes for each Award; (iv) impose such
      terms, limitations, restrictions and conditions upon any such Award as the
      Administrator shall deem appropriate; (v) modify, amend, extend or renew
      outstanding Awards, or accept the surrender of outstanding Awards and substitute
      new Awards (provided however, that, except as provided in Section 6
      or 7(d)
      of the
      Plan, any modification that would materially adversely affect any outstanding
      Award shall not be made without the consent of the holder); (vi) accelerate
      or otherwise change the time in which an Award may be exercised or becomes
      payable and to waive or accelerate the lapse, in whole or in part, of any
      restriction or condition with respect to such Award, including, but not limited
      to, any restriction or condition with respect to the vesting or exercisability
      of an Award following termination of any grantee’s employment or other
      relationship with the Company; (vii) establish objectives and conditions,
      if any, for earning Awards and determining whether Awards will be paid after
      the
      end of a performance period; and (viii) for any purpose, including but not
      limited to, qualifying for preferred tax treatment under foreign tax laws or
      otherwise complying with the regulatory requirements of local or foreign
      jurisdictions, to establish, amend, modify, administer or terminate sub-plans,
      and prescribe, amend and rescind rules and regulations relating to such
      sub-plans.

    


    The
      Administrator shall have full power and authority, in its sole and absolute
      discretion, to administer and interpret the Plan, Grant Agreements and all
      other
      documents relevant to the Plan and Awards issued thereunder, and to adopt and
      interpret such rules, regulations, agreements, guidelines and instruments for
      the administration of the Plan and for the conduct of its business as the
      Administrator deems necessary or advisable.

    


    (c) Non-Uniform
      Determinations.
      The
      Administrator’s determinations under the Plan (including without limitation,
      determinations of the persons to receive Awards, the form, amount and


     

    
      
        
        

      

      
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      timing
        of
        such Awards, the terms and provisions of such Awards and the Grant Agreements
        evidencing such Awards) need not be uniform and may be made by the Administrator
        selectively among persons who receive, or are eligible to receive, Awards
        under
        the Plan, whether or not such persons are similarly situated.

    

    


    (d) Limited
      Liability. To
      the
      maximum extent permitted by law, no member of the Administrator shall be liable
      for any action taken or decision made in good faith relating to the Plan or
      any
      Award thereunder.

    


    (e) Indemnification.
      To the
      maximum extent permitted by law and by the Company’s charter and by-laws, the
      members of the Administrator shall be indemnified by the Company in respect
      of
      all their activities under the Plan.

    


    (f) Effect
      of Administrator’s Decision.
      All
      actions taken and decisions and determinations made by the Administrator on
      all
      matters relating to the Plan pursuant to the powers vested in it hereunder
      shall
      be in the Administrator’s sole and absolute discretion and shall be conclusive
      and binding on all parties concerned, including the Company, its stockholders,
      any participants in the Plan and any other employee, consultant, or director
      of
      the Company, and their respective successors in interest.

    


    4.    Shares
      Available for the Plan

    


    Subject
      to adjustments as provided in Section 7(d)
      of the
      Plan, the shares of Common Stock that may be issued with respect to Awards
      granted under the Plan shall not exceed an aggregate of 340,000 shares of Common
      Stock. The Company shall reserve such number of shares for Awards under the
      Plan, subject to adjustments as provided in Section 7(d)
      of the
      Plan. If any Award, or portion of an Award, under the Plan expires or terminates
      unexercised, becomes unexercisable or is forfeited or otherwise terminated,
      surrendered or canceled as to any shares, or if any shares of Common Stock
      are
      surrendered to the Company in connection with any Award (whether or not such
      surrendered shares were acquired pursuant to any Award), or
      if any
      shares are withheld by the Company, the
      shares subject to such Award and the surrendered
      and withheld
      shares
      shall thereafter be available for further Awards under the Plan; provided,
      however,
      that
      any such shares that are surrendered to or
      withheld by the
      Company in connection with any Award or that are otherwise forfeited after
      issuance shall not be available for purchase pursuant to incentive stock options
      intended to qualify under Code section 422.

    


    5.    Participation

    


    Participation
      in the Plan shall be open to all employees, officers, and directors of, and
      other individuals providing bona fide services to or for the Company, or of
      any
      Affiliate of the Company, as may be selected by the Administrator from time
      to
      time. 

    


    6.    Awards

    


    The
      Administrator, in its sole discretion, establishes the terms of all Awards
      granted under the Plan. Awards may be granted individually or in tandem with
      other types of Awards. All Awards are subject to the terms and conditions
      provided in the Grant Agreement. The Administrator may permit or require a
      recipient of an Award to defer such individual’s receipt of the payment of cash
      or the delivery of Common Stock that would otherwise be due to such individual
      by virtue of the exercise of, payment of, or lapse or waiver of restrictions
      respecting, any Award. If any such payment deferral is required or permitted,
      the Administrator shall, in its sole discretion, establish rules and procedures
      for such payment deferrals.

    


    (a)    Stock
      Options.
      The
      Administrator may from time to time grant to eligible participants Awards of
      incentive stock options as that term is defined in Code section 422 or
      nonstatutory stock options; provided,
      however,
      that
      Awards of incentive stock options shall be limited to employees of the Company
      or of any current or hereafter existing “parent
      corporation”
or
      “subsidiary
      corporation,”
as
      defined in Code sections 424(e) and (f), respectively, of the Company. Options
      intended to qualify as incentive stock options under Code section 422 must
      have an exercise price at least equal to Fair Market Value as of the date of
      grant, but nonstatutory stock options may be granted with an exercise


     

    
      
        
        

      

      
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    price
      less than Fair Market Value. No stock option shall be an incentive stock option
      unless so designated by the Administrator at the time of grant or in the Grant
      Agreement evidencing such stock option.

    


    (b)    Stock
      Appreciation Rights. The
      Administrator may from time to time grant to eligible participants Awards of
      Stock Appreciation Rights (“SAR”).
      An
      SAR entitles the grantee to receive, subject to the provisions of the Plan
      and
      the Grant Agreement, a payment having an aggregate value equal to the product
      of
      (i) the excess of (A) the Fair Market Value on the exercise date of
      one share of Common Stock over (B) the base price per share specified in
      the Grant Agreement, times (ii) the number of shares specified by the SAR,
      or portion thereof, which is exercised. Payment by the Company of the amount
      receivable upon any exercise of an SAR may be made by the delivery of Common
      Stock or cash, or any combination of Common Stock and cash, as determined in
      the
      sole discretion of the Administrator. If upon settlement of the exercise of
      an
      SAR a grantee is to receive a portion of such payment in shares of Common Stock,
      the number of shares shall be determined by dividing such portion by the Fair
      Market Value of a share of Common Stock on the exercise date. No fractional
      shares shall be used for such payment and the Administrator shall determine
      whether cash shall be given in lieu of such fractional shares or whether such
      fractional shares shall be eliminated.

    


    (c)    Stock
      Awards. The
      Administrator may from time to time grant restricted or unrestricted stock
      Awards to eligible participants in such amounts, on such terms and conditions,
      and for such consideration, including no consideration or such minimum
      consideration as may be required by law, as it shall determine. A stock Award
      may be paid in Common Stock, in cash, or in a combination of Common Stock and
      cash, as determined in the sole discretion of the Administrator.

    


    (d)    Phantom
      Stock.
      The
      Administrator may from time to time grant Awards to eligible participants
      denominated in stock-equivalent units (“phantom
      stock”)
      in
      such amounts and on such terms and conditions as it shall determine. Phantom
      stock units granted to a participant shall be credited to a bookkeeping reserve
      account solely for accounting purposes and shall not require a segregation
      of
      any of the Company’s assets. An Award of phantom stock may be settled in Common
      Stock, in cash, or in a combination of Common Stock and cash, as determined
      in
      the sole discretion of the Administrator. Except as otherwise provided in the
      applicable Grant Agreement, the grantee shall not have the rights of a
      stockholder with respect to any shares of Common Stock represented by a phantom
      stock unit solely as a result of the grant of a phantom stock unit to the
      grantee.

    


    (e)    Performance
      Awards.
      The
      Administrator may, in its discretion, grant performance awards which become
      payable on account of attainment of one or more performance goals established
      by
      the Administrator. Performance awards may be paid by the delivery of Common
      Stock or cash, or any combination of Common Stock and cash, as determined in
      the
      sole discretion of the Administrator. Performance goals established by the
      Administrator may be based on the Company’s or an Affiliate’s operating income
      or one or more other business criteria selected by the Administrator that apply
      to an individual or group of individuals, a business unit, or the Company or
      an
      Affiliate as a whole, over such performance period as the Administrator may
      designate.

    


    (f)    Other
      Stock-Based Awards.
      The
      Administrator may from time to time grant other stock-based awards to eligible
      participants in such amounts, on such terms and conditions, and for such
      consideration, including no consideration or such minimum consideration as
      may
      be required by law, as it shall determine. Other stock-based awards may be
      denominated in cash, in Common Stock or other securities, in stock-equivalent
      units, in stock appreciation units, in securities or debentures convertible
      into
      Common Stock, or in any combination of the foregoing and may be paid in Common
      Stock or other securities, in cash, or in a combination of Common Stock or
      other
      securities and cash, all as determined in the sole discretion of the
      Administrator.

    


    7. Miscellaneous

    


    (a)    Withholding
      of Taxes.
      Grantees and holders of Awards shall pay to the Company or its Affiliate, or
      make provision satisfactory to the Administrator for payment of, any taxes
      required to be withheld in respect of Awards under the Plan no later than the
      date of the event creating the tax liability. The Company or its Affiliate
      may,
      to the extent permitted by law, deduct any such tax obligations from


     

    
      
        
        

      

      
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      any
        payment of any kind otherwise due to the grantee or holder of an Award. In
        the
        event that payment to the Company or its Affiliate of such tax obligations
        is
        made in shares of Common Stock, such shares shall be valued at Fair Market
        Value
        on the applicable date for such purposes and shall not exceed in amount the
        minimum statutory tax withholding obligation.

    

    


    (b)    Loans.
      The
      Company or its Affiliate may make or guarantee loans to grantees to assist
      grantees in exercising Awards and satisfying any withholding tax
      obligations.

    


    (c)    Transferability.
      Except
      as otherwise determined by the Administrator, and in any event in the case
      of an
      incentive stock option or a stock appreciation right granted with respect to
      an
      incentive stock option, no Award granted under the Plan shall be transferable
      by
      a grantee otherwise than by will or the laws of descent and distribution. Unless
      otherwise determined by the Administrator in accord with the provisions of
      the
      immediately preceding sentence, an Award may be exercised during the lifetime
      of
      the grantee, only by the grantee or, during the period the grantee is under
      a
      legal disability, by the grantee’s guardian or legal
      representative.

    


    (d)    Adjustments
      for Corporate Transactions and Other Events.

     

    
      	 	
              (i)

            	
              Stock
                Dividend, Stock Split and Reverse Stock Split. In
                the event of a stock dividend of, or stock split or reverse stock
                split
                affecting, the Common Stock, (A) the maximum number of shares of
                such
                Common Stock as to which Awards may be granted under this Plan,
                as provided in Section 4
                of
                the Plan, and (B) the number of shares covered by and the exercise
                price and other terms of outstanding Awards, shall, without further
                action
                of the Board, be adjusted to reflect such event
                unless the Board determines, at the time it approves such stock dividend,
                stock split or reverse stock split, that no such adjustment shall
                be
                made.
                The Administrator may make adjustments, in its discretion, to address
                the
                treatment of fractional shares and fractional cents that arise with
                respect to outstanding Awards as a result of the stock dividend,
                stock
                split or reverse stock split.

            


    

     

    
      	 	
              (ii)

            	
              Non-Change
                in Control Transactions. Except
                with respect to the transactions set forth in Section 7(d)(i),
                in the event of any change affecting the Common Stock, the Company
                or its
                capitalization, by reason of a spin-off, split-up, dividend,
                recapitalization, merger, consolidation or share exchange, other
                than any
                such change that is part of a transaction resulting in a Change in
                Control
                of the Company, the
                Administrator, in its discretion and without the consent of the holders
                of
                the Awards, may make appropriate adjustments to the maximum number
                and
                kind of shares reserved for issuance or with respect to which Awards
                may
                be granted under the Plan as provided in Section 4
                of
                the Plan; and (B) any adjustments in outstanding Awards, including
                but not limited to modifying the number, kind and price of securities
                subject to Awards.

            


    

     

    
      	 	
              (iii)

            	
              Change
                in Control Transactions. In
                the event of any transaction resulting in a Change in Control of
                the
                Company, outstanding stock options and SARs under this Plan will
                terminate
                upon the effective time of such Change in Control unless provision
                is made
                in connection with the transaction for the continuation or assumption
                of
                such Awards by, or for the substitution of the equivalent awards
                of, the
                surviving or successor entity or a parent thereof. In the event of
                such
                termination, the holders of stock options and SARs under the Plan
                will be
                permitted, for a period of at least ten days prior to the anticipated
                effective time of the Change in Control, to exercise all portions
                of such
                Awards that are then exercisable or which become exercisable upon
                or prior
                to the effective time of the Change in Control; provided,
                however,
                that any such exercise of any portion of such an Award which becomes
                exercisable as a result of such Change in Control shall be deemed
                to occur
                immediately prior to the effective time of such Change in
                Control.

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              Unusual
                or Nonrecurring Events. The
                Administrator is authorized to make, in its discretion and without
                the
                consent of holders of Awards, adjustments in the terms and conditions
                of,
                and the criteria included in, Awards in recognition of unusual or
                nonrecurring events affecting the Company, or the financial statements
                of
                the Company or any Affiliate, or of changes in applicable laws,
                regulations, or accounting principles, whenever the Administrator
                determines that such adjustments are appropriate in order to prevent
                dilution or enlargement of the benefits or potential benefits intended
                to
                be made available under the Plan. 

            


    

     

    (e)    Substitution
      of Awards in Mergers and Acquisitions. Awards
      may be granted under the Plan from time to time in substitution for awards
      held
      by employees, officers, consultants or directors of entities who become or
      are
      about to become employees, officers, consultants or directors of the Company
      or
      an Affiliate as the result of a merger or consolidation of the employing entity
      with the Company or an Affiliate, or the acquisition by the Company or an
      Affiliate of the assets or stock of the employing entity. The terms and
      conditions of any substitute Awards so granted may vary from the terms and
      conditions set forth herein to the extent that the Administrator deems
      appropriate at the time of grant to conform the substitute Awards to the
      provisions of the awards for which they are substituted.

    


    (f)    Other
      Agreements. As
      a
      condition precedent to the grant of any Award under the Plan, the exercise
      pursuant to such an Award, or to the delivery of certificates for shares issued
      pursuant to any Award, the Administrator may require the grantee or the
      grantee’s successor or permitted transferee, as the case may be, to become a
      party to a stock restriction agreement, shareholders’ agreement, voting trust
      agreement or other agreements regarding the Common Stock of the Company in
      such
      form(s) as the Administrator may determine from time to time.

    


    (g)    Termination,
      Amendment and Modification of the Plan.
      The
      Board may terminate, amend or modify the Plan or any portion thereof at any
      time.

    


    (h)    Non-Guarantee
      of Employment or Service.
      Nothing
      in the Plan or in any Grant Agreement thereunder shall confer any right on
      an
      individual to continue in the service of the Company or shall interfere in
      any
      way with the right of the Company to terminate such service at any time with
      or
      without cause or notice and whether or not such termination results in
      (i) the failure of any Award to vest; (ii) the forfeiture of any
      unvested or vested portion of any Award; and/or (iii) any other adverse
      effect on the individual’s interests under the Plan.

    


    (i)    Compliance
      with Securities Laws; Listing and Registration.
      If at
      any time the Administrator determines that the delivery of Common Stock under
      the Plan is or may be unlawful under the laws of any applicable jurisdiction,
      or
      Federal or state securities laws, the right to exercise an Award or receive
      shares of Common Stock pursuant to an Award shall be suspended until the
      Administrator determines that such delivery is lawful. The Company shall have
      no
      obligation to effect any registration or qualification of the Common Stock
      under
      Federal, state or foreign laws.

    


    The
      Company may require that a grantee, as a condition to exercise of an Award,
      and
      as a condition to the delivery of any share certificate, make such written
      representations (including representations to the effect that such person will
      not dispose of the Common Stock so acquired in violation of Federal, state
      or
      foreign securities laws) and furnish such information as may, in the opinion
      of
      counsel for the Company, be appropriate to permit the Company to issue the
      Common Stock in compliance with applicable Federal, state or foreign securities
      laws. The stock certificates for any shares of Common Stock issued pursuant
      to
      this Plan may bear a legend restricting transferability of the shares of Common
      Stock unless such shares are registered or an exemption from registration is
      available under the Securities Act of 1933, as amended, and applicable state
      or
      foreign securities laws.

    


    (j) No
      Trust or Fund Created.
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      grantee or any other person. To the extent that any grantee or other person
      acquires a right to receive payments from the Company pursuant to an Award,
      such
      right shall be no greater than the right of any unsecured general creditor
      of
      the Company.

     

    
      
        
        

      

      
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    (k) Governing
      Law.
      The
      validity, construction and effect of the Plan, of Grant Agreements entered
      into
      pursuant to the Plan, and of any rules, regulations, determinations or decisions
      made by the Administrator relating to the Plan or such Grant Agreements, and
      the
      rights of any and all persons having or claiming to have any interest therein
      or
      thereunder, shall be determined exclusively in accordance with applicable
      federal laws and the laws of the State of Oregon, without regard to its conflict
      of laws principles.

    


    (l) Effective
      Date; Termination Date.
      The
      Plan is effective as of the date on which the Plan is adopted by the Board,
      subject to approval of the stockholders within twelve months before or after
      such date. No Award shall be granted under the Plan after the close of business
      on the day immediately preceding the tenth anniversary of the effective date
      of
      the Plan, or if earlier, the tenth anniversary of the date this Plan is approved
      by the stockholders. Subject to other applicable provisions of the Plan, all
      Awards made under the Plan prior to such termination of the Plan shall remain
      in
      effect until such Awards have been satisfied or terminated in accordance with
      the Plan and the terms of such Awards. 

     

    
      
        
        

      

      
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    APPENDIX
      A

    PROVISIONS
      FOR CALIFORNIA RESIDENTS

    


    With
      respect to Awards granted to California residents prior to a public offering
      of
      capital stock of the Company that is effected pursuant to a registration
      statement filed with, and declared effective by, the Securities and Exchange
      Commission under the Securities Act of 1933 and only to the extent required
      by
      applicable law, the following provisions shall apply notwithstanding anything
      in
      the Plan or a Grant Agreement to the contrary:

    


    1.    No
      such
      persons shall be entitled to receive Awards in the form of any stock
      appreciation rights or phantom stock.

    


    2.    With
      respect to any Award granted in the form of a stock option pursuant to Section
      6(a) of the Plan:

    


    (a)    The
      Award
      shall provide an exercise price which is not less than 85% of the Fair Market
      Value of the stock at the time the option is granted, except that the price
      shall be 110% of the Fair Market Value in the case of any person who owns stock
      possessing more than 10% of the total combined voting power of all classes
      of
      stock of the issuing corporation or its parent or subsidiary
      corporations.

    


    (b)    The
      exercise period shall be no more than 120 months from the date the option is
      granted.

    


    (c)    The
      options shall be non-transferable other than by will, by the laws of descent
      and
      distribution, by instrument to an inter vivos or testamentary trust in which
      the
      options are to be passed to beneficiaries upon the death of the trustor
      (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R.
      240.16a-1(e).

    


    (d)    The
      Award
      recipient shall have the right to exercise at the rate of at least 20% per
      year
      over 5 years from the date the option is granted, subject to reasonable
      conditions such as continued employment. However, if an option is granted to
      officers, directors, or consultants of the Company or the issuer of the
      underlying security or any of its affiliates, the option may become fully
      exercisable, subject to reasonable conditions such as continued employment,
      at
      any time or during any period established by the issuer of the option or the
      issuer of the underlying security or any of its affiliates.

    


    (e)    Unless
      employment is terminated for “cause” as defined by applicable law, the terms of
      the Plan or Grant Agreement or a contract of employment, the right to exercise
      the option in the event of termination of employment, to the extent that the
      Award recipient is otherwise entitled to exercise on the date employment
      terminates, will be as follows:

    


    (1)
      At
      least 6 months from the date of termination if termination was caused by death
      or disability.

    


    (2)
      At
      least 30 days from the date of termination if termination was caused by other
      than death or disability.

    


    3.    The
      Company’s shareholders must approve the Plan within 12 months before or after
      the date the Plan is adopted. Any option exercised before shareholder approval
      is obtained must be rescinded if shareholder approval is not obtained within
      12
      months before or after the Plan is adopted. Such shares shall not be counted
      in
      determining whether such approval is obtained.

    


    4.    At
      the
      discretion of the Administrator, the Company may reserve to itself and/or its
      assignee(s) in the Grant Agreement or Stock Restriction Agreement a right to
      repurchase shares held by an Award recipient following such Award recipient’s
      termination at any time within 90 days after such Award recipient’s termination
      date (or in the case of securities issued upon exercise of an option after
      the
      termination date, within 90 days after the date of such exercise) for cash
      and/or cancellation of purchase money indebtedness, at: (A) with respect to
      vested shares, the Fair Market Value of such shares on the Award recipient’s
      termination date; provided
      that
      such right to repurchase vested shares terminates when the Company’s securities
      have become publicly traded; or (B) with respect to unvested shares, the
      Award recipient’s exercise price, provided,
      that to
      the extent the Award recipient is not an officer, director or consultant of
      the
      Company or of a Parent or Subsidiary

     

    
      
        
        

      

      
        A
          -
          1

        
          

        

      

      
        
        

      

    

     

    of
      the
      Company such right to repurchase unvested shares at the exercise price lapses at
      the rate of at least 20% per year over 5 years from the date of the grant of
      the
      option.

     

    5.    The
      Company will provide financial statements to each Award recipient annually
      during the period such individual has Awards outstanding, or as otherwise
      required under Section 260.146.46 of Title 10 of the California Code of
      Regulations. Notwithstanding the foregoing, the Company will not be required
      to
      provide such financial statements to Award recipients when issuance is limited
      to key employees whose services in connection with the Company assure them
      access to equivalent information.

    


    6.    The
      Company will comply with Section 260.140.1 of Title 10 of the California Code
      of
      Regulations with respect to the voting rights of Common Stock.

    


    7.    The
      Plan
      is intended to comply with Section 25102(o) of the California Corporations
      Code.
      Any provision of this Plan which is inconsistent with Section 25102(o),
      including without limitation any provision of this Plan that is more restrictive
      than would be permitted by Section 25102(o) as amended from time to time, shall,
      without further act or amendment by the Board, be reformed to comply with the
      provisions of Section 25102(o). If at any time the Administrator determines
      that the delivery of Common Stock under the Plan is or may be unlawful under
      the
      laws of any applicable jurisdiction, or federal or state securities laws, the
      right to exercise an Award or receive shares of Common Stock pursuant to an
      Award shall be suspended until the Administrator determines that such delivery
      is lawful. The Company shall have no obligation to effect any registration
      or
      qualification of the Common Stock under federal or state
      laws.