Exhibit 10.1


 


TR
AQ WIRELESS, INC.


 


AMENDED
AND RESTATED


1999
STOCK PLAN


 


 


ADOPTED
ON OCTOBER 20, 1999


AMENDED
JULY 17, 2003


 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page No.

  
	
   

  	
   

  
	
  SECTION 1. ESTABLISHMENT AND PURPOSE

  	
  1

  
	
   

  	
   

  
	
  SECTION 2. ADMINISTRATION

  	
  1

  
	
   

  	
   

  
	
  (a)

  	
  Committees
  of the Board of Directors

  	
  1

  
	
  (b)

  	
  Authority
  of the Board of Directors

  	
  1

  
	
   

  	
   

  
	
  SECTION 3. ELIGIBILITY

  	
  1

  
	
   

  	
   

  
	
  (a)

  	
  General
  Rule

  	
  1

  
	
  (b)

  	
  Ten-Percent
  Stockholders

  	
  1

  
	
   

  	
   

  
	
  SECTION 4. STOCK SUBJECT TO PLAN

  	
  2

  
	
   

  	
   

  
	
  (a)

  	
  Basic
  Limitation

  	
  2

  
	
  (b)

  	
  Additional
  Shares

  	
  2

  
	
   

  	
   

  
	
  SECTION 5. TERMS AND CONDITIONS OF AWARDS OR
  SALES

  	
  2

  
	
   

  	
   

  
	
  (a)

  	
  Stock
  Purchase Agreement

  	
  2

  
	
  (b)

  	
  Duration
  of Offers and Nontransferability of Rights

  	
  2

  
	
  (c)

  	
  Purchase
  Price

  	
  2

  
	
  (d)

  	
  Withholding
  Taxes

  	
  2

  
	
  (e)

  	
  Restrictions
  on Transfer of Shares

  	
  2

  
	
  (f)

  	
  Accelerated
  Vesting

  	
  3

  
	
   

  	
   

  
	
  SECTION 6. TERMS AND CONDITIONS OF OPTIONS

  	
  3

  
	
   

  	
   

  
	
  (a)

  	
  Stock
  Option Agreement

  	
  3

  
	
  (b)

  	
  Number
  of Shares

  	
  3

  
	
  (c)

  	
  Exercise
  Price

  	
  3

  
	
  (d)

  	
  Withholding
  Taxes

  	
  3

  
	
  (e)

  	
  Exercisability

  	
  3

  
	
  (f)

  	
  Accelerated
  Exercisability

  	
  4

  
	
  (g)

  	
  Term

  	
  4

  
	
  (h)

  	
  Nontransferability

  	
  4

  
	
  (i)

  	
  No
  Rights as a Stockholder

  	
  4

  
	
  (j)

  	
  Modification,
  Extension and Assumption of Options

  	
  4

  
	
  (k)

  	
  Restrictions
  on Transfer of Shares

  	
  4

  
	
  (l)

  	
  Accelerated
  Vesting

  	
  4

  
	
   

  	
   

  
	
  SECTION 7. PAYMENT FOR SHARES

  	
  5

  
	
   

  	
   

  
	
  (a)

  	
  General
  Rule

  	
  5

  



 


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  (b)

  	
  Surrender
  of Stock

  	
  5

  
	
  (c)

  	
  Services
  Rendered

  	
  5

  
	
  (d)

  	
  Promissory
  Note

  	
  5

  
	
  (e)

  	
  Exercise/Sale

  	
  5

  
	
  (f)

  	
  Exercise/Pledge

  	
  5

  
	
   

  	
   

  
	
  SECTION 8. ADJUSTMENT OF SHARES

  	
  6

  
	
   

  	
   

  
	
  (a)

  	
  General

  	
  6

  
	
  (b)

  	
  Mergers
  and Consolidations

  	
  6

  
	
  (c)

  	
  Reservation
  of Rights

  	
  6

  
	
   

  	
   

  
	
  SECTION 9. SECURITIES LAW REQUIREMENTS

  	
  6

  
	
   

  	
   

  
	
  SECTION 10. NO RETENTION RIGHTS

  	
  7

  
	
   

  	
   

  
	
  SECTION 11. DURATION AND AMENDMENTS

  	
  7

  
	
   

  	
   

  
	
  (a)

  	
  Term
  of the Plan

  	
  7

  
	
  (b)

  	
  Right
  to Amend or Terminate the Plan

  	
  7

  
	
  (c)

  	
  Effect
  of Amendment or Termination

  	
  7

  
	
   

  	
   

  
	
  SECTION 12.
  DEFINITIONS

  	
  7

  



 


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TRAQ WIRELESS, INC.


AMENDED AND RESTATED 1999
STOCK PLAN


 


SECTION 1.  ESTABLISHMENT AND PURPOSE.


 


The purpose of the Plan is
to offer selected individuals an opportunity to acquire a proprietary interest
in the success of the Company, or to increase such interest, by purchasing
Shares of the Company’s Stock.  The Plan
provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares.  Options
granted under the Plan may include Nonstatutory Options as well as ISOs
intended to qualify under Section 422 of the Code.


 


Capitalized terms are
defined in Section 12.


 


SECTION 2.  ADMINISTRATION.


 


(a)           Committees of the Board of Directors.  The
Plan may be administered by one or more Committees.  Each Committee shall consist of one or more
members of the Board of Directors who have been appointed by the Board of
Directors.  Each Committee shall have
such authority and be responsible for such functions as the Board of Directors
has assigned to it.  If no Committee has
been appointed, the entire Board of Directors shall administer the Plan.  Any reference to the Board of Directors in
the Plan shall be construed as a reference to the Committee (if any) to whom
the Board of Directors has assigned a particular function.


 


(b)           Authority
of the Board of Directors.  Subject to the
provisions of the Plan, the Board of Directors shall have full authority and
discretion to take any actions it deems necessary or advisable for the
administration of the Plan.  All
decisions, interpretations and other actions of the Board of Directors shall be
final and binding on all Purchasers, all Optionees and all persons deriving
their rights from a Purchaser or Optionee.


 


SECTION 3.  ELIGIBILITY.


 


(a)           General Rule.  Only
Employees, Outside Directors and Consultants shall be eligible for the grant of
Options or the direct award or sale of Shares. 
Only Employees shall be eligible for the grant of ISOs.


 


(b)           Ten-Percent
Stockholders.  An individual
who owns more than 10% of the total combined voting power of all classes of
outstanding stock of the Company, its Parent or any of its Subsidiaries shall
not be eligible for the grant of an ISO unless (i) the Exercise Price is
at least 110% of the Fair Market Value of a Share on the date of grant and (ii) such
ISO by its terms is not exercisable after the expiration of five years from the
date of grant.  For purposes of this
Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.


 





















 


SECTION 4.  STOCK SUBJECT TO PLAN.


 


(a)           Basic Limitation.  Shares
offered under the Plan may be authorized but unissued Shares or treasury
Shares.  The aggregate number of Shares
that may be issued under the Plan (upon exercise of Options or other rights to
acquire Shares) shall not exceed 5,168,858 Shares, subject to adjustment
pursuant to Section 8. The number of Shares that are subject to Options or
other rights outstanding at any time under the Plan shall not exceed the number
of Shares that then remain available for issuance under the Plan.  The Company, during the term of the Plan,
shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.


 


(b)           Additional
Shares.  In the event that any outstanding Option
or other right for any reason expires or is canceled or otherwise terminated,
the Shares allocable to the unexercised portion of such Option or other right
shall again be available for the purposes of the Plan.  In the event that Shares issued under the
Plan are reacquired by the Company pursuant to any forfeiture provision, right
of repurchase or right of first refusal, such Shares shall again be available
for the purposes of the Plan, except that the aggregate number of Shares which
may be issued upon the exercise of ISOs shall in no event exceed 5,168,858
Shares (subject to adjustment pursuant to Section 8).


 


SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES.


 


(a)           Stock Purchase Agreement.  Each
award or sale of Shares under the Plan (other than upon exercise of an Option)
shall be evidenced by a Stock Purchase Agreement between the Purchaser and the
Company.  Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock
Purchase Agreement.  The provisions of
the various Stock Purchase Agreements entered into under the Plan need not be
identical.


 


(b)           Duration
of Offers and Nontransferability of Rights.  Any right to acquire Shares
under the Plan (other than an Option) shall automatically expire if not
exercised by the Purchaser within 30 days after the grant of such right was
communicated to the Purchaser by the Company. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.


 


(c)           Purchase
Price.  The Purchase
Price of Shares to be offered under the Plan, if newly issued, shall not be
less than the par value of such Shares. 
Subject to the preceding sentence, the Purchase Price shall be
determined by the Board of Directors at its sole discretion.  The Purchase Price shall be payable in a form
described in Section 7.


 


(d)           Withholding
Taxes.  As a
condition to the purchase of Shares, the Purchaser shall make such arrangements
as the Board of Directors may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in
connection with such purchase.


 


(e)           Restrictions on Transfer of
Shares.  Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture conditions, rights
of repurchase, rights of first refusal and other transfer restrictions as the
Board of Directors may determine.  Such
restrictions shall be set


 


2





















 


forth in the applicable Stock
Purchase Agreement and shall apply in addition to any restrictions that may
apply to holders of Shares generally.


 


(f)            Accelerated
Vesting.  Unless the
applicable Stock Purchase Agreement provides otherwise, any right to repurchase
a Purchaser’s Shares at the original Purchase Price (if any) upon termination
of the Purchaser’s Service shall lapse and all of such Shares shall become vested
if (i) the Company is subject to a Change in Control before the Purchaser’s
Service terminates and (ii) the repurchase right is not assigned to the
entity that employs the Purchaser immediately after the Change in Control or to
its parent or subsidiary.  Further, the
Company’s right to repurchase any and all of a Purchaser’s Shares shall lapse
in the event (i) the Company is subject to a Change in Control and (ii) such
Purchaser is subject to an Involuntary Termination within 12 months following
such Change in Control.  A Stock Purchase
Agreement may also provide for accelerated vesting in the event of the Optionee’s
death or disability or other events.


 


SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.


 


(a)           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 and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. 
The provisions of the various Stock Option Agreements entered into under
the Plan need not be identical.


 


(b)           Number
of Shares.  Each Stock Option
Agreement shall specify the number of Shares that are subject to the Option and
shall provide for the adjustment of such number in accordance with Section 8.  The Stock Option Agreement shall also specify
whether the Option is an ISO or a Nonstatutory Option.


 


(c)           Exercise
Price.  Each Stock
Option Agreement shall specify the Exercise Price.  The Exercise Price of an ISO shall not be
less than 100% of the Fair Market Value of a Share on the date of grant, and a
higher percentage may be required by Section 3(b).  The Exercise Price of a Nonstatutory Option
to purchase newly issued Shares shall not be less than the par value of such
Shares.  Subject to the preceding two
sentences, the Exercise Price under an Option shall be determined by the Board
of Directors at its sole discretion.  The
Exercise Price shall be payable in a form described in Section 7.


 


(d)           Withholding
Taxes.  As a condition
to the exercise of an Option, the Optionee shall make such arrangements as the
Board of Directors may require for the satisfaction of any federal, state,
local or foreign withholding tax obligations that may arise in connection with
such exercise. The Optionee shall also make such arrangements as the Board of
Directors may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option.


 


(e)           Exercisability.  Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable.  The exercisability provisions of a Stock
Option Agreement shall be determined by the Board of Directors at its sole
discretion.


 


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(f)            Accelerated
Exercisability. 
Unless the applicable Stock Option Agreement provides otherwise, all of
an Optionee’s Options shall become exercisable in full if (i) the Company
is subject to a Change in Control before the Optionee’s Service terminates, (ii) such
Options do not remain outstanding, (iii) such Options are not assumed by
the surviving corporation or its parent and (iv) the surviving corporation
or its parent does not substitute options with substantially the same terms for
such Options.  A Stock Option Agreement
may also provide for accelerated exercisability in the event of the Optionee’s
death, disability or retirement or other events.


 


(g)           Basic
Term.  The Stock Option
Agreement shall specify the term of the Option. 
The  term shall not exceed 10
years from the date of grant, and in the case of an ISO a shorter term may be
required by Section 3(b).  Subject
to the preceding sentence, the Board of Directors at its sole discretion shall
determine when an Option is to expire.  A
Stock Option Agreement may provide for expiration prior to the end of its term
in the event of the termination of the Optionee’s Service or death.


 


(h)           Nontransferability.  No Option shall be
transferable by the Optionee other than by beneficiary designation, will or the
laws of descent and distribution.  An
Option may be exercised during the lifetime of the Optionee only by the
Optionee or by the Optionee’s guardian or legal representative.  No Option or interest therein may be
transferred, assigned, pledged or hypothecated by the Optionee during the
Optionee’s lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.


 


(i)            No
Rights as a Stockholder.  An Optionee, or
a transferee of an Optionee, shall have no rights as a stockholder with respect
to any Shares covered by the Optionee’s Option until such person becomes
entitled to receive such Shares by filing a notice of exercise and paying the
Exercise Price pursuant to the terms of such Option.


 


(j)            Modification,
Extension and Assumption of Options. 
Within the limitations of the Plan, the Board of Directors may modify,
extend or assume outstanding Options or may accept the cancellation of
outstanding Options (whether granted by the Company or 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, without the consent of the Optionee, impair
the Optionee’s rights or increase the Optionee’s obligations under such Option.


 


(k)           Restrictions
on Transfer of Shares.  Any Shares
issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine.  Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally.


 


(l)            Accelerated
Vesting.  Unless the
applicable Stock Option Agreement provides otherwise, any right to repurchase
an Optionee’s Shares at the original Exercise Price upon termination of the
Optionee’s Service shall lapse and all of such Shares shall become vested if (i) the
Company is subject to a Change in Control before the Optionee’s Service
terminates and (ii) the repurchase right is not assigned to the entity
that employs the Optionee immediately after the Change in Control or to its
parent or subsidiary.  Further, the
Company’s right to repurchase


 


4





















 


any and all of an Optionee’s
Shares shall lapse in the event (i) the Company is subject to a Change in
Control and (ii) such Optionee is subject to an Involuntary Termination
within 12 months following such Change in Control.  A Stock Option Agreement may also provide for
accelerated vesting in the event of the Optionee’s death or disability or other
events.


 


SECTION 7.  PAYMENT FOR SHARES.


 


(a)           General
Rule.  The entire
Purchase Price or Exercise Price of Shares issued under the Plan shall be
payable in cash or cash equivalents at the time when such Shares are purchased,
except as otherwise provided in this Section 7.


 


(b)           Surrender
of Stock.  To the extent
that a Stock Option Agreement so provides, all or any part of the Exercise
Price may be paid by surrendering, or attesting to the ownership of, Shares
that are already owned by the Optionee. 
Such Shares shall be surrendered to the Company in good form for
transfer and shall be valued at their Fair Market Value on the date when the
Option is exercised.  The Optionee shall
not surrender, or attest to the ownership of, Shares 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.


 


(c)           Services
Rendered.  At the
discretion of the Board of Directors, Shares may be awarded under the Plan in
consideration of services rendered to the Company, a Parent or a Subsidiary
prior to the award.


 


(d)           Promissory
Note.  To the extent
that a Stock Option Agreement or Stock Purchase Agreement so provides, all or a
portion of the Exercise Price or Purchase Price (as the case may be) of Shares
issued under the Plan may be paid with a full-recourse promissory note.  However, the par value of the Shares, if
newly issued, shall be paid in cash or cash equivalents.  The Shares shall be pledged as security for
payment of the principal amount of the promissory note and interest
thereon.  The interest rate payable under
the terms of the promissory note shall not be less than the minimum rate (if
any) required to avoid the imputation of additional interest under the
Code.  Subject to the foregoing, the
Board of Directors (at its sole discretion) shall specify the term, interest
rate, amortization requirements (if any) and other provisions of such note.


 


(e)           Exercise/Sale.  To the extent that a Stock
Option Agreement so provides, and if Stock is publicly traded, payment may be
made all or in part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.


 


(f)            Exercise/Pledge.  To the extent that a Stock
Option Agreement so provides, and if Stock is publicly traded, payment may be
made all or in part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Shares 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 in payment of all or part of the Exercise
Price and any withholding taxes.


 


5





















 


SECTION 8.  ADJUSTMENT OF SHARES.


 


(a)           General.  In
the event of a subdivision of the outstanding Stock, a declaration of a
dividend payable in Shares, a declaration of an extraordinary dividend payable
in a form other than Shares in an amount that has a material effect on the Fair
Market Value of the Stock, a combination or consolidation of the outstanding
Stock into a lesser number of Shares, a recapitalization, a spin-off, a
reclassification or a similar occurrence, the Board of Directors shall make
appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of
Shares covered by each outstanding Option or (iii) the Exercise Price
under each outstanding Option.


 


(b)           Mergers
and Consolidations.  In the event
that the Company is a party to a merger or consolidation, outstanding Options
shall be subject to the agreement of merger or consolidation.  Such agreement, without the Optionees’
consent, may provide for:


 


(i)            The continuation of such outstanding
Options by the Company (if the Company is the surviving corporation);


 


(ii)           The assumption of the Plan and such
outstanding Options by the surviving corporation or its parent;


 


(iii)          The substitution by the surviving corporation
or its parent of options with substantially the same terms for such outstanding
Options; or


 


(iv)          The cancellation of such outstanding
Options without payment of any consideration.


 


(c)           Reservation
of Rights.  Except as
provided in this Section 8, an Optionee or Purchaser shall have no rights
by reason of (i) any subdivision or consolidation of shares of stock of
any class, (ii) the payment of any dividend or (iii) any other
increase or decrease in the number of shares of stock of any class.  Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Shares subject to an Option.  The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.


 


SECTION 9.  SECURITIES LAW REQUIREMENTS.


 


Shares shall not be issued
under the Plan unless the issuance and delivery of such Shares comply with (or
are exempt from) all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations, and
the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded.


 


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SECTION 10.  NO RETENTION RIGHTS.


 


Nothing in the Plan or in
any right or Option granted under the Plan shall confer upon the Purchaser or
Optionee any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company
(or any Parent or Subsidiary employing or retaining the Purchaser or Optionee)
or of the Purchaser or Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.


 


SECTION 11.  DURATION AND AMENDMENTS.


 


(a)           Term of the Plan.  The
Plan, as set forth herein, shall become effective on the date of its adoption
by the Board of Directors, subject to the approval of the Company’s
stockholders.  In the event that the
stockholders fail to approve the Plan within 12 months after its adoption by
the Board of Directors, any grants of Options or sales or awards of Shares that
have already occurred shall be rescinded, and no additional grants, sales or
awards shall be made thereafter under the Plan. 
The Plan shall terminate automatically 10 years after its adoption by
the Board of Directors and may be terminated on any earlier date pursuant to
Subsection (b) below.


 


(b)           Right
to Amend or Terminate the Plan. 
The Board of Directors may amend, suspend or terminate the Plan at any
time and for any reason; provided, however, that any amendment of the Plan
which increases the number of Shares available for issuance under the Plan
(except as provided in Section 8), or which materially changes the class
of persons who are eligible for the grant of ISOs, shall be subject to the
approval of the Company’s stockholders. 
Stockholder approval shall not be required for any other amendment of
the Plan.


 


(c)           Effect
of Amendment or Termination.  No Shares shall
be issued or sold under the Plan after the termination thereof,  except upon exercise of an Option granted prior
to  such termination.  The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.


 


SECTION 12.  DEFINITIONS.


 


(a)           “Board of Directors” shall
mean the Board of Directors of the Company, as constituted from time to time.


 


(b)           “Change in Control”
shall mean:


 


(i)            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 (A) the continuing
or surviving entity and (B) any direct or indirect parent corporation of
such continuing or surviving entity; or


 


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(ii)           The sale, transfer or other
disposition of all or substantially all of the Company’s assets.


 


A transaction shall not
constitute a Change in Control 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.


 


(b)           “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


(c)           “Committee” shall mean a committee of the Board
of Directors, as described in Section 2(a).


 


(d)           “Company” shall mean Traq Wireless, Inc.,
a Delaware corporation.


 


(e)           “Consultant” shall mean a person who performs bona
fide services for the Company, a Parent or a Subsidiary as a consultant or
advisor, excluding Employees and Outside Directors.


 


(f)            “Employee” shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary.


 


(g)           “Exercise Price” shall mean the amount for which one
Share may be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.


 


(h)           “Fair Market Value” shall mean the fair market value of a
Share, as determined by the Board of Directors in good faith.  Such determination shall be conclusive and
binding on all persons.


 


(i)            “ISO” shall mean an employee incentive stock
option described in Section 422(b) of the Code.


 


(j)            “Involuntary Termination” shall mean the termination of the
Optionee’s or Purchaser’s Service by reason of:


 


(i)            The involuntary discharge of the
Optionee or Purchaser by the Company (or the Parent or Subsidiary employing him
or her) for reasons other than Cause; or


 


(ii)           The voluntary resignation of the
Optionee or Purchaser following (A) a change in his or her position with
the Company (or the Parent or Subsidiary employing him or her) that materially
reduces his or her level of authority or responsibility, (B) receipt of
notice that his or her principal workplace will be relocated more than 50 miles
or (C) a reduction in his or her compensation (including base salary and
participation in bonus or incentive programs based on corporate performance) by
more than 10%.


 


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(k)           “Nonstatutory Option” shall mean a
stock option not described in Sections 422(b) or 423(b) of the Code.


 


(l)            “Option” shall mean an ISO or Nonstatutory Option granted under
the Plan and entitling the holder to purchase Shares.


 


(m)          “Optionee” shall mean an individual who holds an
Option.


 


(n)           “Outside Director” shall mean a member of the Board of
Directors who is not an Employee.


 


(o)           “Parent” shall mean 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.


 


(p)           “Plan” shall mean this Traq Wireless, Inc.
1999 Stock Plan.


 


(q)           “Purchase Price” shall mean the consideration for
which one Share may be acquired under the Plan (other than upon exercise of an
Option), as specified by the Board of Directors.


 


(r)            “Purchaser” shall mean an individual to whom the
Board of Directors has offered the right to acquire Shares under the Plan
(other than upon exercise of an Option).


 


(s)            “Service” shall mean service as an Employee,
Outside Director or Consultant.


 


(t)            “Share” shall mean one share of Stock, as
adjusted in accordance with Section 8 (if applicable).


 


(u)           “Stock” shall mean the Common Stock of the
Company, with a par value of $0.001 per Share.


 


(v)           “Stock Option Agreement” shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to the Optionee’s Option.


 


(w)          “Stock Purchase Agreement” shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such
Shares.


 


(x)           “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.


 


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