Prepared by MERRILL CORPORATION




   Exhibit 4.1  


DSP GROUP, INC.  


 2001 STOCK INCENTIVE PLAN  


 (amended and restated on July 18, 2001)  


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


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



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



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


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


    (d) "Assumed" means that (i) pursuant to a Corporate Transaction defined in Section 2(q)(i),
2(q)(ii) or 2(q)(iii) or a Related Entity Disposition, the contractual obligations represented by the Award are assumed by the successor entity or its Parent in connection with the
Corporate Transaction or Related Entity Disposition or (ii) pursuant to a Corporate Transaction defined in Section 2(q)(iv) or 2(q)(v), the Award is affirmed by the Company. The
Award shall not be deemed "Assumed" for purposes of terminating the Award (in the case of a Corporate Transaction) and the termination of the Continuous Service of the Grantee (in the case of a
Related Entity Disposition) if pursuant to a Corporate Transaction or a Related Entity Disposition the Award is replaced with a comparable award with respect to shares of capital stock of the
successor entity of its Parent. However, for purposes of determining whether the vesting of the Award accelerates, the Award shall be deemed "Assumed" if the Award is replaced with such a comparable
stock award or the Award is replaced with a cash incentive program of the successor entity or Parent thereof which preserves the compensation element of such Award existing at the time of the
Corporate Transaction or Related Entity Disposition and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award. The determination of Award comparability
shall be made by the Administrator and its determination shall be final, binding and conclusive. 


    (e) "Award" means the grant of an Option, Restricted Stock, or other right or benefit under the Plan. 



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


    (g) "Board" means the Board of Directors of the Company. 


    (h) "Cause" means, with respect to the termination by the Company, Corage, Inc. or a Related Entity of the
Grantee's Continuous Service, that such termination is for "Cause" as such term is expressly defined in a then-effective written agreement between the Grantee and the Company,
Corage, Inc. or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the
Grantee's: 



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(i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company, Corage, Inc. or a Related Entity; (ii) dishonesty, intentional
misconduct or material breach of any agreement with the Company, Corage, Inc. or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person. 


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



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


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




    (j)  "Code" means the Internal Revenue Code of 1986, as amended. 


    (k) "Committee" means any committee appointed by the Board to administer the Plan. 


    (l)  "Common Stock" means the common stock of the Company. 


    (m) "Company" means DSP Group, Inc., a Delaware corporation. 


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


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


    (p) "Continuous Service" means: 



     (i) that
the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant, is not interrupted or terminated. Continuous
Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or
Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each
Incentive Stock Option granted under the Plan, if such leave exceeds ninety (90) days, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the
Incentive Stock Option shall be treated as a Non-Qualified Stock Option on 




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the day three (3) months and one (1) day following the expiration of such ninety (90) day period; or 


    (ii) for
purposes of non-qualified stock options granted prior to July 18, 2001, that the provision of services to the Company, Corage, Inc.
or a Related Entity in any capacity of Employee, Director or Consultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved
leave of absence, (ii) transfers among the Company, Corage, Inc., any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in
status as long as the individual remains in the service of the Company, Corage, Inc. or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the
Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. 




    (q) "Corporate Transaction" means any of the following transactions: 



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


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


    (iii) the
complete liquidation or dissolution of the Company; 


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


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




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


    (s) "Director" means a member of the Board or the board of directors of Corage, Inc. or any Related Entity. 


    (t)  "Disability" means as defined under the long-term disability policy of the Company, Corage, Inc.
or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company, Corage, Inc. or the Related Entity to which the Grantee
provides service does not have a long-term disability plan in place, "Disability" means that a Grantee is unable to carry out the responsibilities and functions of the position held by the
Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion. 


    (u) "Employee" means any person, including an Officer or Director, who is an employee of the Company,
Corage, Inc. or any Related Entity. The payment of a director's fee by the Company, Corage, Inc. or a Related Entity shall not be sufficient to constitute "employment" by the Company. 



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



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



     (i) Where
there exists a public market for the Common Stock, the Fair Market Value shall be (A) the closing price for a Share on the date of the determination
(or, if no closing price was reported on that date, on the last trading date on which a closing price was reported) on the stock exchange determined by the Administrator to be the primary market for
the Common Stock or the Nasdaq National Market, whichever is applicable or (B) if the Common Stock is not traded on any such exchange or national market system, the average of the closing bid
and asked prices of a Share on the Nasdaq Small Cap Market on the date of the determination (or, if no such prices were reported on that date, on the last date on which such prices were reported), in
each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 



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




    (x) "Grantee" means an Employee, Director or Consultant who receives an Award under the Plan. 


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


    (z) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code 


    (aa) "Non-Qualified Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 



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


    (cc) "Option" means an option to purchase Shares pursuant to an Award Agreement granted under the Plan. 


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


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


    (ff) "Plan" means this 2001 Stock Incentive Plan. 


    (gg) "Related Entity" means any Parent or Subsidiary of the Company or Corage, Inc. and any business,
corporation, partnership, limited liability company or other entity in which the Company, Corage, Inc. or a Parent or a Subsidiary of the Company or Corage, Inc. holds a substantial
ownership interest, directly or indirectly. 


    (hh) "Related Entity Disposition" means the sale, distribution or other disposition by the Company, Corage, Inc.
or a Parent or a Subsidiary of either company of all or substantially all of the interests of the Company, Corage, Inc. or a Parent or a Subsidiary of either company in any 



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Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than
any Related Entity Disposition to the Company, Corage, Inc. or a Parent or a Subsidiary of either company. 


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


    (jj) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor thereto. 


    (kk) "Share" means a share of the Common Stock. 


    (ll) "Spin-off Transaction" means a distribution by the Company to its stockholders of all or any portion of
the securities of any Subsidiary of the Company. 


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




    3.  Stock Subject to the Plan.  



    (a) Subject
to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is 1,000,000 Shares,
increased by (i) any Shares available for future Awards under the Company's 1991 Employee and Consultant Stock Plan as of May 15, 2001 and (ii) any Shares that are represented by
Awards under the Company's 1991 Employee and Consultant Stock Plan that are forfeited, expire or are cancelled without delivery of the Shares or which result in forfeiture of the Shares back to the
Company on or after May 15, 2001. Notwithstanding the foregoing, subject to the provisions of Section 10, below, of the number of Shares specified above, the maximum aggregate number of
Shares available for grant of Incentive Stock Options shall be 1,000,000 Shares and the maximum aggregate number of Shares which may be issued pursuant to all Awards of Restricted Stock is 1,000,000
Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. 


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




    4.  Administration of the Plan.  



    (a) Plan Administrator.



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




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


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


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




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



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


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



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


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


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


    (vi) to
amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee's rights under an
outstanding Award shall not be made without the Grantee's written consent and the reduction of the exercise price of any Option awarded under the Plan shall be subject to stockholder approval which
shall mean approval by the holders of a majority of the Shares of Common Stock of the Company present or represented by proxy (and entitled to vote) at a meeting of the Company's stockholders except
as otherwise provided by Applicable Laws and subject to Section 10; 


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


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


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




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


    6.  Terms and Conditions of Awards.  



    (a)  Type of Awards.  The Administrator is authorized under the Plan to award any type of arrangement to
an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) an Option or
similar right with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more
events, or the
satisfaction of performance criteria or other conditions, or (iii) any other security with the value derived from the value of the Shares. Such awards include, without limitation, Options or
sales or bonuses of Restricted Stock, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative. 


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


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


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



    (e)  Deferral of Award Payment.  The Administrator may establish one or more programs under the Plan to
permit selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would
entitle the Grantee to payment or receipt of Shares or other consideration under an Award (but only to the extent that such deferral programs would not result in an accounting compensation charge
unless otherwise determined by the Administrator). The 



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Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other
consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. 


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



    (g)  Individual Option Limit.  The maximum number of Shares with respect to which Options may be granted
to any Grantee in any fiscal year of the Company shall be seven hundred and fifty thousand (750,000) Shares. In connection with a Grantee's commencement of Continuous Service, a Grantee may be granted
Options for up to an additional seven hundred and fifty thousand (750,000) Shares which shall not count against the limit set forth in the previous sentence. The foregoing limitations shall be
adjusted proportionately in connection with any change in the Company's capitalization pursuant to Section 10, below. To the extent required by Section 162(m) of the Code or the
regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option is canceled, the canceled Option shall continue to count against the maximum number of Shares
with respect to which Options may be granted to the Grantee. For this purpose, the repricing of an Option shall be treated as the cancellation of the existing Option and the grant of a new Option. 


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


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


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


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



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



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



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



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


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




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


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


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


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




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



     (i) cash;



    (ii) check; 


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


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


    (v) with
respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares 




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and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall
provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or 


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




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




    8.  Exercise of Award.  



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



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


    (ii) An
Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person
entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to an Award,
notwithstanding the exercise of an Option or other Award. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Award. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Award Agreement or Section 10, below. 




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



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


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


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




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    9.  Conditions Upon Issuance of Shares.  



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


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




    10.  Adjustments Upon Changes in Capitalization.  Subject to any required action by the stockholders of
the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Options may be granted to any Grantee in any
fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other
increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other
transaction with respect to Common Stock to which Section 424(a) of the Code applies or a similar transaction; provided, however that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as
the Administrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to, the number or price of Shares subject to an Award. Notwithstanding any terms of the Plan to the contrary, in the event of a Spin-off Transaction, the
Administrator may in its discretion and without approval of the stockholders make such adjustments and take such other action as it deems appropriate with respect to outstanding Awards under the Plan,
including but not limited to adjustments to the number and kind of shares, the price
per share and the vesting periods of outstanding Awards or the substitution, exchange or grant of Awards to purchase securities of the Subsidiary; provided that the Administrator shall not be
obligated to make any such adjustments or take any such action hereunder. 


    11.  Corporate Transactions/Changes in Control/Related Entity Dispositions.  



    (a)  Termination of Award to Extent Not Assumed.  



     (i) Corporate Transaction.  Effective upon the consummation of a Corporate Transaction, all outstanding
Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 



    (ii) Related Entity Disposition.  Effective upon the consummation of a Related Entity Disposition, for
purposes of the Plan and all Awards, there shall be a deemed termination of Continuous Service of each Grantee who is at the time engaged primarily in service to the Related Entity involved in such
Related Entity Disposition and each Award of such Grantee which is at the time outstanding under the Plan shall be exercisable in accordance with the terms of the Award Agreement evidencing such
Award. However, such Continuous Service shall not be deemed to terminate as to the portion of any such award that is Assumed. 




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    (b)  Acceleration of Award Upon Corporate Transaction/Change in Control/Related Entity Disposition.  



     (i) Corporate Transaction.  Except as provided otherwise in an individual Award Agreement, in the event
of a Corporate Transaction, for the portion of each Award that is not Assumed, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction. 


    (ii) Change in Control.  Except as provided otherwise in an individual Award Agreement, in the event of a
Change in Control (other than a Change in Control which also is a Corporate Transaction), each Award which is at the time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value), immediately prior to the specified effective date of such Change
in Control, for all of the Shares at the time represented by such Award. 


    (iii) Related Entity Disposition.  Except as provided otherwise in an individual Award Agreement,
effective upon the consummation of a Related Entity Disposition, for the portion of each Award of a Grantee who is at the time engaged primarily in service to the Related Entity involved in such
Related Entity Disposition that is not Assumed, such portion of the Award of such Grantee automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture
rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified effective date of
such Related Entity Disposition. 




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




    12.  Effective Date and Term of Plan.  The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17, below,
and Applicable Laws, Awards may be granted under the Plan upon its becoming effective. 


    13.  Amendment, Suspension or Termination of the Plan.  



    (a) The
Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without stockholder approval to the extent
such approval is required by Applicable Laws, or if such amendment would: 



     (i) increase
the number of Shares authorized for issuance under Section 3(a) of the Plan excluding such increases pursuant to Section 10 of the Plan; 


    (ii) permit
decreasing the exercise price of any Option outstanding under the Plan; or 


    (iii) change
any of the provisions of this Section 13(a). 





    For
purposes of this Section, approval of the stockholders means, except as provided by Applicable Laws, approval by the holders of a majority of the Shares of Common Stock of the
Company present or represented by proxy (and entitled to vote) at a meeting of the Company's stockholders. 


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


    (c) Any
amendment, suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall not affect Awards already granted, and
such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which
agreement must be in writing and signed by the Grantee and the Company. 




    14.  Reservation of Shares.  



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


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




    15.  No Effect on Terms of Employment/Consulting Relationship.  The Plan shall not confer upon any
Grantee any right with respect to the Grantee's Continuous Service, nor shall it interfere in any way with his or her right or the Company's right to terminate the Grantee's Continuous Service at any
time, with or without Cause, and with or without notice. The Company's ability to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the
Grantee's Continuous Service has been terminated for Cause for the purposes of this Plan. 


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


    17.  Plan Approval.  The Plan was adopted by the Board in March of 2001 and adopted by the stockholders
of the Company in May 2001. On July 18, 2001, the Board adopted and approved an amendment and restatement of the Plan to amend various terms of the Plan in anticipation of the
distribution of all (or substantially all) of the shares of capital stock of Corage, Inc. held by the Company to the stockholders of the Company. 


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