Prepared by R.R. Donnelley Financial -- 2002 Equity Incentive Plan


  
  
  
  
 NETOPIA, INC. 
  
 2002 EQUITY INCENTIVE
PLAN 
  
 (AS ADOPTED EFFECTIVE JANUARY 30, 2002)







  
 TABLE OF CONTENTS 
  
 
	  	  	 Page
 

	 ARTICLE 1.    INTRODUCTION
 	  	 1
 
	 
	 ARTICLE 2.    ADMINISTRATION
 	  	 1
 
	 2.1  Committee Composition
 	  	 1
 
	 2.2  Committee Responsibilities
 	  	 1
 
	 2.3  Committee for Non-Officer Grants
 	  	 1
 
	 
	 ARTICLE 3.    SHARES AVAILABLE FOR GRANTS
 	  	 2
 
	 3.1  Basic Limitation
 	  	 2
 
	 3.2  Annual Increase in Shares
 	  	 2
 
	 3.3  Additional Shares
 	  	 2
 
	 3.4  Dividend Equivalents
 	  	 2
 
	 
	 ARTICLE 4.    ELIGIBILITY
 	  	 2
 
	 4.1  Incentive Stock Options
 	  	 2
 
	 4.2  Other Grants
 	  	 3
 
	 
	 ARTICLE 5.    OPTIONS
 	  	 3
 
	 5.1  Stock Option Agreement
 	  	 3
 
	 5.2  Number of Shares
 	  	 3
 
	 5.3  Exercise Price
 	  	 3
 
	 5.4  Exercisability and Term
 	  	 3
 
	 5.5  Modification or Assumption of Options
 	  	 3
 
	 5.6  Buyout Provisions
 	  	 4
 
	 
	 ARTICLE 6.    PAYMENT FOR OPTION SHARES
 	  	 4
 
	 6.1  General Rule
 	  	 4
 
	 6.2  Surrender of Stock
 	  	 4
 
	 6.3  Exercise/Sale
 	  	 4
 
	 6.4  Exercise/Pledge
 	  	 4
 
	 6.5  Promissory Note
 	  	 4
 
	 6.6  Other Forms of Payment
 	  	 5
 
	 
	 ARTICLE 7.    STOCK APPRECIATION RIGHTS
 	  	 5
 
	 7.1  SAR Agreement
 	  	 5
 
	 7.2  Number of Shares
 	  	 5
 
	 7.3  Exercise Price
 	  	 5
 
	 7.4  Exercisability and Term
 	  	 5
 
	 7.5  Exercise of SARs
 	  	 5
 
	 7.6  Modification or Assumption of SARs
 	  	 6
 

 
 

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	 ARTICLE 8.    RESTRICTED SHARES
 	  	 6
 
	 8.1  Restricted Stock Agreement
 	  	 6
 
	 8.2  Payment for Awards
 	  	 6
 
	 8.3  Vesting Conditions
 	  	 6
 
	 8.4  Voting and Dividend Rights
 	  	 6
 
	 
	 ARTICLE 9.    STOCK UNITS
 	  	 6
 
	 9.1  Stock Unit Agreement
 	  	 6
 
	 9.2  Payment for Awards
 	  	 7
 
	 9.3  Vesting Conditions
 	  	 7
 
	 9.4  Voting and Dividend Rights
 	  	 7
 
	 9.5  Form and Time of Settlement of Stock Units
 	  	 7
 
	 9.6  Death of Recipient
 	  	 7
 
	 9.7  Creditors’ Rights
 	  	 7
 
	 
	 ARTICLE 10.    CORPORATE TRANSACTION
 	  	 8
 
	 10.1  Corporate Transaction
 	  	 8
 
	 10.2  Award Termination
 	  	 8
 
	 
	 ARTICLE 11.    AUTOMATIC OPTION GRANT PROGRAM
 	  	 8
 
	 11.1  Option Terms
 	  	 8
 
	 11.2  Corporate Transaction
 	  	 9
 
	 11.3  Remaining Terms
 	  	 10
 
	 
	 ARTICLE 12.    PROTECTION AGAINST DILUTION
 	  	 10
 
	 12.1  Adjustments
 	  	 10
 
	 12.2  Dissolution or Liquidation
 	  	 10
 
	 12.3  Reorganizations
 	  	 10
 
	 
	 ARTICLE 13.    DEFERRAL OF AWARDS
 	  	 11
 
	 
	 ARTICLE 14.    AWARDS UNDER OTHER PLANS.
 	  	 11
 
	 
	 ARTICLE 15.    PAYMENT OF DIRECTOR’S FEES IN SECURITIES
 	  	 12
 
	 15.1  Effective Date
 	  	 12
 
	 15.2  Elections to Receive Nonstatutory Options, Restricted Shares or Stock Units
 	  	 12
 
	 15.3  Number and Terms of Nonstatutory Options, Restricted Shares or Stock Units
 	  	 12
 
	 
	 ARTICLE 16.    LIMITATION ON RIGHTS
 	  	 12
 
	 16.1  Retention Rights
 	  	 12
 
	 16.2  Stockholders’ Rights
 	  	 12
 
	 16.3  Regulatory Requirements
 	  	 12
 
	 
	 ARTICLE 17.    WITHHOLDING TAXES
 	  	 12
 
	 17.1  General
 	  	 12
 
	 17.2  Share Withholding
 	  	 13
 

 
 

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	 ARTICLE 18.    FUTURE OF THE PLAN
 	  	 13
 
	 18.1 Term of the Plan
 	  	 13
 
	 18.2 Amendment or Termination
 	  	 13
 
	 
	 ARTICLE 19.    LIMITATION ON PAYMENTS
 	  	 13
 
	 19.1 Scope of Limitation
 	  	 13
 
	 19.2 Basic Rule
 	  	 13
 
	 19.3 Reduction of Payments
 	  	 14
 
	 19.4 Overpayments and Underpayments
 	  	 14
 
	 19.5 Related Corporations
 	  	 14
 
	 
	 ARTICLE 20.    DEFINITIONS
 	  	 15
 

 
 

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 NETOPIA, INC. 
  
 2002 EQUITY INCENTIVE PLAN 
  
 ARTICLE 1.    INTRODUCTION. 

 
 The Board adopted the Plan effective January 30, 2002. The purpose of the Plan is to promote the long-term success of the Company and the
creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional
qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Stock
Units, Options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights. 
  
 The
Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except their choice-of-law provisions). 
  
 ARTICLE 2.    ADMINISTRATION. 
  
 2.1    Committee
Composition.    The Committee shall administer the Plan. The Committee shall consist exclusively of two or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee
shall satisfy: 
  
 (a)    Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify for exemption under Rule 16b–3 (or its successor) under the Exchange Act; and 
  
 (b)    Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption
under section 162(m)(4)(C) of the Code. 
  
 2.2    Committee
Responsibilities.    The Committee shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and
conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’s
determinations under the Plan shall be final and binding on all persons. 
  
 2.3    Committee for
Non-Officer Grants.    The Board may also appoint a secondary committee of the Board, which shall be composed of one or more directors of the Company who need not satisfy the requirements of Section 2.1. Such secondary
committee may administer the Plan with respect to Employees and Consultants who are not considered officers 

	

 

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or directors of the Company under section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants and may determine all features and conditions of such Awards.
Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee. 
  
 ARTICLE
3.    SHARES AVAILABLE FOR GRANTS. 
  
 3.1    Basic
Limitation.    Shares of Common Stock issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall
not exceed (a) 750,000 plus (b) the additional shares of Common Stock described in Sections 3.2 and 3.3. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 12. 
  
 3.2    Annual Increase in Shares.    As of the first trading day of each year, commencing with the year
2003, the aggregate number of Options, SARs, Stock Units and Restricted Shares that may be awarded under the Plan shall automatically increase by a number equal to 4.75% of the total number of shares of Common Stock outstanding on December 31 of the
preceding year, provided, however, that such increase shall in no event exceed 1,000,000 shares of Common Stock per year. 
  
 3.3    Additional Shares.    If Restricted Shares or shares of Common Stock issued upon the exercise of Options are forfeited, then such shares of Common Stock shall again become available for
Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised, then the corresponding shares of Common Stock shall again become available for Awards under the Plan. If Stock Units are
settled, then only the number of shares of Common Stock (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 3.1 and the balance shall again become available for Awards under the Plan. If SARs
are exercised, then only the number of shares of Common Stock (if any) actually issued in settlement of such SARs shall reduce the number available under Section 3.1 and the balance shall again become available for Awards under the Plan. The
foregoing notwithstanding, the aggregate number of shares of Common Stock that may be issued under the Plan upon the exercise of Incentive Options shall not be increased when Restricted Shares or other shares of Common Stock are forfeited.

  
 3.4    Dividend Equivalents.    Any dividend equivalents paid or credited under
the Plan shall not be applied against the number of Restricted Shares, Stock Units, Options or SARs available for Awards, whether or not such dividend equivalents are converted into Stock Units. 
  

ARTICLE 4.    ELIGIBILITY. 
  
 4.1    Incentive Stock Options.    Only Employees who are common–law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of Incentive Options. In addition,
an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries
 
 

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shall not be eligible for the grant of an Incentive Option unless the requirements set forth in section 422(c)(6) of the Code are satisfied. 
  

4.2    Other Grants.    Only Employees, Outside Directors and Consultants shall be eligible for the grant of Restricted Shares, Stock
Units, Nonstatutory Options or SARs. 
  
 ARTICLE 5.    OPTIONS. 
  
 5.1    Stock Option Agreement.    Each grant of an Option under the Plan shall be evidenced by a Stock
Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether
the Option is an Incentive Option or a Nonstatutory Option. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other
compensation. A Stock Option Agreement may provide that a new Option will be granted automatically to the Optionee when he or she exercises a prior Option and pays the Exercise Price in the form described in Section 6.2. 
  
 5.2    Number of Shares.    Each Stock Option Agreement shall specify the number of shares of Common
Stock subject to the Option and shall provide for the adjustment of such number in accordance with Article 12. Options granted to any Optionee in any two calendar year period beginning with the two-year period commencing January 1, 2002 shall not
cover more than 750,000 shares of Common Stock. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. 
  
 5.3    Exercise Price.    Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an Incentive
Option shall in no event be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant and the Exercise Price under a Nonstatutory Option shall in no event be less than 85% of the Fair Market Value of a share of Common
Stock on the date of grant. 
  
 5.4    Exercisability and Term.    Each Stock Option
Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an Incentive Option shall in no event
exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its
term in the event of the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. 

 
 5.5    Modification or Assumption of Options.    Within the limitations of the Plan, the
Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of
shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall,
 
 

 3 







 
without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. 
  
 5.6    Buyout Provisions.    The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an
Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 
  
 ARTICLE 6.    PAYMENT FOR OPTION SHARES. 
  
 6.1    General Rule.    The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such shares of Common
Stock are purchased, except as follows: 
  
 (a)    In the case of an Incentive Option granted
under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6. 

 
 (b)    In the case of a Nonstatutory Option, the Committee may at any time accept payment in any
form(s) described in this Article 6. 
  
 6.2    Surrender of Stock.    To the extent
that this Section 6.2 is applicable, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at
their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Exercise Price if such action would cause
the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 
  
 6.3    Exercise/Sale.    To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on
a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the shares of Common Stock being purchased under the Plan and to deliver all or part of the sales proceeds to the
Company. 
  
 6.4    Exercise/Pledge.    To the extent that this Section 6.4 is
applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to pledge all or part of the shares of Common Stock being purchased under the Plan
to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company. 
  
 6.5    Promissory Note.    To the extent that this Section 6.5 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering
(on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the shares of Common Stock being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents. 
 

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 6.6    Other Forms of Payment.    To the extent
that this Section 6.6 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. 
  

ARTICLE 7.    STOCK APPRECIATION RIGHTS. 
  
 7.1    SAR Agreement.    Each grant of an SAR under the Plan shall be evidenced by an SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of
the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the
Optionee’s other compensation. 
  
 7.2    Number of Shares.    Each SAR
Agreement shall specify the number of shares of Common Stock to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12. SARs granted to any Optionee in any two calendar year period beginning from
January 1, 2002 shall in no event pertain to more than 750,000 shares of Common Stock. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. 
  
 7.3    Exercise Price.    Each SAR Agreement shall specify the Exercise Price. An SAR Agreement may
specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding. 
  
 7.4    Exercisability and Term.    Each SAR Agreement shall specify when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. An
SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the
Optionee’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. An SAR may be included in an Incentive Option only at the time of
grant but may be included in a Nonstatutory Option at the time of grant or thereafter. An SAR granted under the Plan may provide that it will be exercisable only in the event of a Corporate Transaction. 
  
 7.5    Exercise of SARs.    Upon exercise of an SAR, the Optionee (or any person having the right to
exercise the SAR after his or her death) shall receive from the Company (a) shares of Common Stock, (b) cash or (c) a combination of shares of Common Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value
of shares of Common Stock received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price. If, on
the date when an SAR expires, the Exercise Price under such SAR is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such
date with respect to such portion. 
 

 5 







  
 7.6    Modification or Assumption of
SARs.    Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for
the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an SAR shall, without the consent of the Optionee, alter or impair his or her rights
or obligations under such SAR. 
  
 ARTICLE 8.    RESTRICTED SHARES. 
  
 8.1    Restricted Stock Agreement.    Each grant of Restricted Shares under the Plan shall be evidenced
by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the
various Restricted Stock Agreements entered into under the Plan need not be identical. 
  
 8.2    Payment
for Awards.    Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past services and future services. To the extent that an Award consists of newly issued Restricted Shares, the consideration shall consist exclusively of cash, cash equivalents or past services rendered to the Company
(or a Parent or Subsidiary) or, for the amount in excess of the par value of such newly issued Restricted Shares, full-recourse promissory notes, as the Committee may determine. 
  
 8.3    Vesting Conditions.    Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events.

  
 8.4    Voting and Dividend Rights.    The holders of Restricted Shares awarded
under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 
  
 ARTICLE 9.    STOCK UNITS. 
  
 9.1    Stock Unit
Agreement.    Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the
recipient’s other compensation. 
 

 6 







  
 9.2    Payment for Awards.    To the extent that
an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients. 
  
 9.3    Vesting Conditions.    Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in
the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. 
  
 9.4    Voting and Dividend Rights.    The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock
Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one share of Common Stock while the
Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of shares of Common Stock, or in a combination of both. Prior to
distribution, any dividend equivalents that are not paid shall be subject to the same conditions and restrictions as the Stock Units to which they attach. 
  
 9.5    Form and Time of Settlement of Stock Units.    Settlement of vested Stock Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any
combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting
Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may
occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend
equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 12. 
  
 9.6    Death of Recipient.    Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or
beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form
with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death
shall be distributed to the recipient’s estate. 
  
 9.7    Creditors’
Rights.    A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of
the applicable Stock Unit Agreement. 
 

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 ARTICLE 10.    CORPORATE TRANSACTION. 
  
 10.1    Corporate Transaction.    The Committee may determine, at the time of granting an Option, SAR,
Restricted Share, or Stock Unit or thereafter, that any such Award shall become exercisable as to all or part of the shares of Common Stock subject to such Award in the event that a Corporate Transaction occurs with respect to the Company or in the
event that the holder of such Award is no longer in Service after a Corporate Transaction. However, in the case of an Incentive Option, the acceleration of exercisability shall not occur without the Optionee’s written consent, unless
acceleration is provided for in the original Option Agreement. In addition, acceleration of exercisability may be required under Section 12.3. 
  
 10.2    Award Termination.    Any outstanding Award not (i) accelerated in connection with a Corporate Transaction, (ii) assumed by the successor corporation (or
parent thereof) or (iii) replaced with a comparable Award for shares of the capital stock of the successor corporation (or parent thereof) shall vest in full immediately prior to the Corporate Transaction. Immediately following the consummation of
the Corporate Transaction, all outstanding options, stock appreciation rights, and stock units shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). The determination of Award
comparability shall be made by the Committee, and its determination shall be final, binding and conclusive. 
  
 ARTICLE
11.    AUTOMATIC OPTION GRANT PROGRAM. 
  
 11.1    Option Terms 

 
 (a)    Grant Dates.    Each Outside Director who is first elected or
appointed as a non-employee Board member on or after the Automatic Option Grant Program Effective Date shall automatically be granted, on the date of such initial election or appointment, a Nonstatutory Option to purchase 25,000 shares of Common
Stock. Each Outside Director who is serving as a non–employee Board member on the date of each Annual Stockholders Meeting beginning with the first meeting occurring on or after the Automatic Option Grant Program Effective Date shall be granted
on the date of such meeting a Nonstatutory Option to purchase 6,000 shares of Common Stock. A non-employee Board member who has previously been in the employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to receive an
initial option grant under the Automatic Option Grant Program, but shall be eligible for annual option grants at each Annual Meeting of Stockholders following the Board member’s cessation of employment. A non-employee Board member shall not be
granted an annual option if he or she received an initial option in that same calendar year. 
  
 (b)    Exercise Price. 
  
 (i)    The exercise price per
share shall be equal to one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 
  
 (ii)    The exercise price shall be payable in one or more of the alternative forms authorized under the Plan. Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 
 

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 (c)    Option Term. Each option shall have a term of ten
(10) years measured from the option grant date. 
  
 (d)    Exercise and Vesting of Options.
Each initial option granted shall become exercisable in a series of four (4) annual installments over the Optionee’s period of continued service as a Board member, with the first such installment to become exercisable upon the Optionee’s
completion of one (1) year of Board service measured from the option grant date. Each annual option shall become exercisable in full upon the Optionee’s completion of one (1) year of Board service measured from the option grant date.

  
 (e)    Effect of Termination of Board Service. The following provisions shall govern the
exercise of any options held by the Optionee at the time the Optionee ceases to serve as a Board member: 
  
 (i)    The Optionee (or, in the event of Optionee’s death, the Optionee’s designated beneficiary) shall have a twelve (12)-month period following the date of such cessation of Board service in which to exercise
each such option. 
  
 (ii)    During the twelve (12)-month exercise period, the option may
not be exercised in the aggregate for more than the number of vested shares of Common Stock for which the option is exercisable at the time of the Optionee’s cessation of Board service. 
  
 (iii)    Should the Optionee cease to serve as a Board member by reason of death or Permanent Disability, then all shares at the time subject to the
option shall immediately vest and become exercisable so that such option may, during the twelve (12)-month exercise period following such cessation of Board service, be exercised for all or any portion of such shares as fully-vested shares of Common
Stock. 
  
 (iv)    In no event shall the option remain exercisable after the expiration of
the option term. Upon the expiration of the twelve (12)-month exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been
exercised. However, the option shall, immediately upon the Optionee’s cessation of Board service, terminate and cease to be outstanding to the extent it is not exercisable for vested shares on the date of such cessation of Board service.

  
 11.2    Corporate Transaction 
  
 (a)    In the event of any Corporate Transaction, each outstanding Automatic Option Grant shall automatically become exercisable in full so that
each such automatic option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of the shares of Common Stock at the time subject to such option and may be exercised for all or any portion of
such shares as fully-vested shares. Immediately following the consummation of the Corporate Transaction, each automatic option grant shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent
thereof). 
 

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 (b)    The grant of options under the Automatic Option
Grant Program shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets. 
  
 11.3    Remaining Terms 
  
 The remaining terms of each option granted under the Automatic Option Grant Program shall be the same as the terms in effect for option grants made under the Plan. 

 
 ARTICLE 12.    PROTECTION AGAINST DILUTION. 
  
 12.1    Adjustments.    In the event of a subdivision of the outstanding shares of Common Stock, a declaration of a dividend payable in
shares of Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a lesser number of shares of Common Stock, corresponding adjustments shall automatically be made in each of
the following: 
  
 (a)    The number of Options, SARs, Restricted Shares and Stock Units
available for future Awards under Article 3; 
  
 (b)    The limitations set forth in Sections
5.2 and 7.2; 
  
 (c)    The number of shares of Common Stock covered by each outstanding
Option and SAR and the number of shares of Common Stock to be covered by each automatic Option to be granted under Article 11; 
  
 (d)    The Exercise Price under each outstanding Option and SAR; or 
  
 (e)    The number of Stock Units included in any prior Award that has not yet been settled. 
  
 In the event of a declaration of an extraordinary dividend payable in a form other than shares of Common Stock in an amount that has a material effect on the price of shares of Common Stock, a recapitalization, a
spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 12, a Participant shall have no rights by reason of any
issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class. 
  
 12.2    Dissolution or Liquidation.    To
the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 
  
 12.3    Reorganizations.    In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be
subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstanding Awards
 
 

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by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary, (c) the substitution by the
surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards, (d) full exercisability or vesting and accelerated expiration of the outstanding Awards or (e) settlement of the full value of the outstanding Awards in
cash or cash equivalents followed by cancellation of such Awards. 
  
 ARTICLE 13.    DEFERRAL OF AWARDS.

  
 The Committee (in its sole discretion) may permit or require a Participant to: 
  
 (a)    Have cash that otherwise would be paid to such Participant as a result of the exercise of an SAR or the
settlement of Stock Units credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books; 
  
 (b)    Have shares of Common Stock that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted
into an equal number of Stock Units; or 
  
 (c)    Have shares of Common Stock that otherwise
would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry
on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such shares of Common Stock as of the date when they otherwise would have been delivered to such Participant. 
  
 A deferred compensation account established under this Article 13 may be credited with interest or other forms of investment return, as determined by
the Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject
to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms
pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Article 13. 
  
 ARTICLE 14.    AWARDS UNDER OTHER PLANS. 
  
 The Company may grant awards under other plans or
programs. Such awards may be settled in the form of shares of Common Stock issued under this Plan. Such shares of Common Stock shall be treated for all purposes under the Plan like shares of Common Stock issued in settlement of Stock Units and
shall, when issued, reduce the number of shares of Common Stock available under Article 3.
 
 

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 ARTICLE 15.    PAYMENT OF DIRECTOR’S FEES IN SECURITIES. 

 
 15.1    Effective Date.    No provision of this Article 15 shall be effective unless and until
the Board has determined to implement such provision. 
  
 15.2    Elections to Receive Nonstatutory Options,
Restricted Shares or Stock Units.    An Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, Nonstatutory Options, Restricted Shares or Stock
Units, or a combination thereof, as determined by the Board. Such Nonstatutory Options, Restricted Shares and Stock Units shall be issued under the Plan. An election under this Article 15 shall be filed with the Company on the prescribed form.

  
 15.3    Number and Terms of Nonstatutory Options, Restricted Shares or Stock
Units.    The number of Nonstatutory Options, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a
manner determined by the Board. The terms of such Nonstatutory Options, Restricted Shares or Stock Units shall also be determined by the Board. 
  
 ARTICLE 16.    LIMITATION ON RIGHTS. 
  
 16.1    Retention
Rights.    Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates
reserve the right to terminate the Service of any Employee, Outside Director or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement
(if any). 
  
 16.2    Stockholders’ Rights.    A Participant shall have no
dividend rights, voting rights or other rights as a stockholder with respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares of Common Stock is issued or, if applicable, the time
when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is
prior to such time, except as expressly provided in the Plan. 
  
 16.3    Regulatory
Requirements.    Any other provision of the Plan notwithstanding, the obligation of the Company to issue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of
such shares of Common Stock, to their registration, qualification or listing or to an exemption from registration, qualification or listing. 
  
 ARTICLE 17.    WITHHOLDING TAXES. 
  
 17.1    General.    To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with the 
 

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 Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment under the Plan until such obligations are satisfied.

  
 17.2    Share Withholding.    To the extent that applicable law subjects
a Participant to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or
her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such shares of Common Stock shall be valued at their Fair Market Value on the date when they are withheld or surrendered. 

 
 ARTICLE 18.    FUTURE OF THE PLAN. 
  
 18.1    Term of the Plan.    The Plan, as set forth herein, shall become effective on January 30, 2002. The Plan shall remain in effect until it is terminated
under Section 18.2, except that no Incentive Options shall be granted on or after the 10th anniversary of the later of
(a) the date the Board adopted the Plan or (b) the date the Board adopted the most recent increase in the number of shares of Common Stock available under Article 3 that was approved by the Company’s stockholders. 
  
 18.2    Amendment or Termination.    The Board may, at any time and for any reason, amend or
terminate the Plan. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. No Awards shall be granted under the Plan after the termination
thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. 
  
 ARTICLE
19.    LIMITATION ON PAYMENTS. 
  
 19.1    Scope of
Limitation.    This Article 19 shall apply to an Award only if: 
  
 (a)    The independent auditors most recently selected by the Board (the “Auditors”) determine that the after-tax value of such Award to the Participant, taking into account the effect of all federal, state and
local income taxes, employment taxes and excise taxes applicable to the Participant (including the excise tax under section 4999 of the Code), will be greater after the application of this Article 19 than it was before the application of this
Article 19; or 
  
 (b)    The Committee, at the time of making an Award under the Plan or at
any time thereafter, specifies in writing that such Award shall be subject to this Article 19 (regardless of the after-tax value of such Award to the Participant). 
  
 If this Article 19 applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan. 
  
 19.2    Basic Rule.    In the event that the Auditors determine that any payment or transfer by the Company under the Plan to or for
the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the
 
 

 13 







 provisions concerning “excess parachute payments” in section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but
not below zero) to the Reduced Amount. For purposes of this Article 19, the “Reduced Amount” shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of section 280G of the Code. 
  
 19.3    Reduction of
Payments.    If the Auditors determine that any Payment would be nondeductible by the Company because of section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the
detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value
of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within 10 days of receipt of notice. If no such election is made by the Participant within such 10–day period, then the Company may elect
which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this
Article 19, present value shall be determined in accordance with section 280G(d)(4) of the Code. All determinations made by the Auditors under this Article 19 shall be binding upon the Company and the Participant and shall be made within 60 days of
the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to
him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan. 
  
 19.4    Overpayments and Underpayments.    As a result of uncertainty in the application of section 280G of the Code at the time of
an initial determination by the Auditors hereunder, it is possible that Payments will have been made by the Company which should not have been made (an “Overpayment”) or that additional Payments which will not have been made by the Company
could have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the
Company or the Participant that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant that he or she shall repay to the
Company, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce
the amount that is subject to taxation under section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the
Participant, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. 
  
 19.5    Related Corporations.    For purposes of this Article 19, the term “Company” shall include affiliated corporations to the extent determined by the Auditors in
accordance with section 280G(d)(5) of the Code. 
 

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 ARTICLE 20.    DEFINITIONS. 
  
 20.1    “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries
own not less than 50% of such entity. 
  
 20.2     “Automatic Option Grant Program”
means the automatic option grant program in effect under the Plan. 
  
 20.3    “Automatic Option
Grant Program Effective Date” means the date the share reserve under the 1996 Stock Option Plan has been exhausted. 
  
 20.4    “Award” means any award of an Option, an SAR, a Restricted Share or a Stock Unit under the Plan. 
  
 20.5    “Board” means the Company’s Board of Directors, as constituted from time to time. 
  
 20.6    “Code” means the Internal Revenue Code of 1986, as amended. 
  
 20.7    “Committee” means a committee of the Board, as described in Article 2. 
  
 20.8    “Common Stock” means the common stock of the Company. 
  
 20.9    “Company” means Netopia, Inc., a Delaware corporation. 
  
 20.10    “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as
an independent contractor. Service as a Consultant shall be considered employment for all purposes of the Plan, except as provided in Section 4.1. 
  
 20.11    “Corporate Transaction” means: 
  
 (a)    The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger,
consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or
indirect parent corporation of such continuing or surviving entity; 
  
 (b)    The sale,
transfer or other disposition of all or substantially all of the Company’s assets; 
  
 (c)    A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (i) had been directors of the Company on the date 36 months prior to the date of
the event that may constitute a Corporate Transaction (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who

 

 15 







 were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or 

 
 (d)    Any transaction as a result of which any person is the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (d),
the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent
or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company. 
  

A transaction shall not constitute a Corporate Transaction if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 
  
 20.12    “Employee” means a common–law employee of the Company, a Parent, a Subsidiary or an Affiliate. 
  
 20.13    “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 20.14    “Exercise Date” means the date on which the Company shall have received written notice of the option exercise. 

 
 20.15    “Exercise Price,” in the case of an Option, means the amount for which one Common Share
may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair
Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 
  
 20.16    “Fair Market Value” means the market price of a share of Common Stock, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the
determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons. 
  
 20.17    “Incentive Option” means an incentive stock option described in section 422(b) of the Code. 
  
 20.18    “Nonstatutory Option” means a stock option not described in sections 422 or 423 of the Code.

  
 20.19    “Option” means an Incentive Option or Nonstatutory Option granted under
the Plan and entitling the holder to purchase shares of Common Stock. 
 

 16 







  
 20.20    “Option Shares” means the number of shares
of Common Stock subject to the option as specified in the Grant Notice. 
  
 20.21    “Optionee” means an individual or estate who holds an Option or SAR. 
  
 20.22    “Outside Director” means a member of the Board who is not an Employee. Service as an Outside Director shall be considered employment for all purposes of the Plan, except as provided in
Section 4.1. 
  
 20.23    “Parent” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
  
 20.24    “Participant” means an individual or estate that holds an Award. 
  
 20.25    “Permanent Disability or Permanently Disabled” means the inability of the Optionee to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. 
  
 20.26    “Plan” means this Netopia, Inc. 2002 Equity Incentive Plan, as amended from time to time. 
  
 20.27    “Restricted Share” means a Common Share awarded under the Plan. 
  
 20.28    “Restricted Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions
pertaining to such Restricted Share. 
  
 20.29    “SAR” means a stock appreciation
right granted under the Plan. 
  
 20.30    “SAR Agreement” means the agreement between
the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR. 
  
 20.31    “Service” means service as an Employee, Outside Director or Consultant. 
  
 20.32    “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option. 

 
 20.33    “Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share,
as awarded under the Plan. 
 

 17 







  
 20.34    “Stock Unit Agreement” means the agreement
between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 
  
 20.35    “Subsidiary” means any corporation (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 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 
 

 18