**Exhibit 10.38**
**SPEEDFAM-IPEC, INC.**
**1995 STOCK PLAN**
as amended and restated as of July      , 2001
         1.     Purposesof the Plan. The purposes of this Stock Option Plan are toattract and retain the best available personnel for positions of substantialresponsibility, to provide additional incentive to Employees, Directors andConsultants and to promote the success of the Company’s business. Optionsgranted under the Plan may be Incentive Stock Options or Nonstatutory StockOptions, as determined by the Administrator at the time of grant. StockPurchase Rights may also be granted under the Plan.
         2.     Definitions. As used herein, the following definitions shall apply:
                  (a) “Administrator” means the Compensation Committee or any successorthereto of the Board of Directors of the Corporation or by such other committeeas shall be determined by the Board of Directors which shall administer thePlan, in accordance with Section 4 of the Plan. The Committee shall consist ofnot less than two members of the Board of Directors, each of whom shall qualifyas a “disinterested person” to administer the Plan as contemplated by Rule16b-3, as amended, or other applicable rules under Section 16(b) of theSecurities Exchange Act of 1934, as amended.
                  (b) “Applicable Laws” means the requirements relating to theadministration of stock option plans under U. S. state corporate laws, U.S.federal and state securities laws, the Code, any stock exchange or quotationsystem on which the Common Stock is listed or quoted and the applicable laws ofany foreign country or jurisdiction where Options or Stock Purchase Rights are,or will be, granted under the Plan.
                  (c) “Board” means the Board of Directors of the Company.
                  (d) “Change in Control” means the occurrence of any of the followingevents:
                           (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of theExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of theExchange Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power representedby the Company’s then outstanding voting securities; or
                           (ii) The consummation of the sale or disposition by the Company of all orsubstantially all of the Company’s assets;
                           (iii) A change in the composition of the Board occurring within a two-yearperiod, as a result of which fewer than a majority of the directors areIncumbent Directors.
 

“Incumbent Directors” means directors who either (A) are Directors as ofthe date hereof, or (B) are elected, or nominated for election, to the Boardwith the affirmative votes of at least a majority of the Incumbent Directors atthe time of such election or nomination (but will not include an individualwhose election or nomination is in connection with an actual or threatenedproxy contest relating to the election of directors to the Company); or
                           (iv) The consummation of a merger or consolidation of the Company with anyother corporation, other than a merger or consolidation which would result inthe voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities ofthe Company or such surviving entity or its parent outstanding immediatelyafter such merger or consolidation.
                  (e) “Code” means the Internal Revenue Code of 1986, as amended.
                  (f) “Committee” means a committee of Directors appointed by the Board inaccordance with Section 4 of the Plan.
                  (g) “Common Stock” means the common stock of the Company.
                  (h) “Company” means Speedfam-IPEC, Inc., an Illinois corporation.
                  (i) “Consultant” means any natural person, including an advisor, engagedby the Company or a Parent or Subsidiary to render services to such entity.
                  (j) “Director” means a member of the Board.
                  (k) “Disability” means total and permanent disability as defined inSection 22(e)(3) of the Code.
                  (l) “Employee” means any person, including Officers and Directors,employed by the Company or any Parent or Subsidiary of the Company. A ServiceProvider shall not cease to be an Employee in the case of (i) any leave ofabsence approved by the Company or (ii) transfers between locations of theCompany or between the Company, its Parent, any Subsidiary, or any successor.For purposes of Incentive Stock Options, no such leave may exceed ninety days,unless reemployment upon expiration of such leave is guaranteed by statute orcontract. If reemployment upon expiration of a leave of absence approved bythe Company is not so guaranteed, then three (3) months following the 91st dayof such leave any Incentive Stock Option held by the Optionee shall cease to betreated as an Incentive Stock Option and shall be treated for tax purposes as aNonstatutory Stock Option. Neither service as a Director nor payment of adirector’s fee by the Company shall be sufficient to constitute “employment” bythe Company.
                  (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
                  (n) “Fair Market Value” means, as of any date, the value of Common Stockdetermined as follows:
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                           (i) If the Common Stock is listed on any established stock exchange or anational market system, including without limitation the Nasdaq National Marketor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Valueshall be the closing sales price for such stock (or the closing bid, if nosales were reported) as quoted on such exchange or system on the day ofdetermination, as reported in *The Wall Street Journal*or such other source asthe Administrator deems reliable;
                           (ii) If the Common Stock is regularly quoted by a recognized securitiesdealer but selling prices are not reported, the Fair Market Value of a Share ofCommon Stock shall be the mean between the high bid and low asked prices forthe Common Stock on the day of determination, as reported in *The Wall StreetJournal*or such other source as the Administrator deems reliable; or
                           (iii) In the absence of an established market for the Common Stock, theFair Market Value shall be determined in good faith by the Administrator.
                  (o) “Incentive Stock Option” means an Option intended to qualify as anincentive stock option within the meaning of Section 422 of the Code and theregulations promulgated thereunder.
                  (p) “Inside Director” means a Director who is an Employee.
                  (q) “Nonstatutory Stock Option” means an Option not intended to qualify asan Incentive Stock Option.
                  (r)“Notice of Grant” means a written or electronic notice evidencingcertain terms and conditions of an individual Option or Stock Purchase Rightgrant. The Notice of Grant is part of the Option Agreement.
                  (s) “Officer” means a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules and regulationspromulgated thereunder.
                  (t) “Option” means a stock option granted pursuant to the Plan.
                  (u) “Option Agreement” means an agreement between the Company and anOptionee evidencing the terms and conditions of an individual Option grant.The Option Agreement is subject to the terms and conditions of the Plan.
                  (v) “Option Exchange Program” means a program whereby outstanding Optionsare surrendered in exchange for Options with a lower exercise price.
                  (w) “Optioned Stock” means the Common Stock subject to an Option or StockPurchase Right.
                  (x) “Optionee” means the holder of an outstanding Option or Stock PurchaseRight granted under the Plan.
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                  (y) “Outside Director” means a Director who is not an Employee.
                  (z) “Parent” means a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code.
                  (aa) “Plan” means this 1995 Stock Plan.
                  (bb) “Restricted Stock” means shares of Common Stock acquired pursuant toa grant of Stock Purchase Rights under Section 11 of the Plan.
                  (cc) “Restricted Stock Purchase Agreement” means a written agreementbetween the Company and the Optionee evidencing the terms and restrictionsapplying to stock purchased under a Stock Purchase Right. The Restricted StockPurchase Agreement is subject to the terms and conditions of the Plan and theNotice of Grant.
                  (dd) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor toRule 16b-3, as in effect when discretion is being exercised with respect to thePlan.
                  (ee) “Section 16(b)” means Section 16(b) of the Exchange Act.
                  (ff) “Service Provider” means an Employee, Director or Consultant.
                  (gg) “Share” means a share of the Common Stock, as adjusted in accordancewith Section 14 of the Plan.
                  (hh) “Stock Purchase Right” means the right to purchase Common Stockpursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
                  (ii) “Subsidiary” means a “subsidiary corporation”, whether now orhereafter existing, as defined in Section 424(f) of the Code.
         3.     Stock Subject to the Plan. Subject to the provisions of Section 14 ofthe Plan, the maximum aggregate number of Shares that may be optioned and soldunder the Plan is 5,300,000 Shares. The Shares may be authorized, butunissued, or reacquired Common Stock.
                  If an Option or Stock Purchase Right expires or becomes unexercisablewithout having been exercised in full, or is surrendered pursuant to an OptionExchange Program, the unpurchased Shares which were subject thereto shallbecome available for future grant or sale under the Plan (unless the Plan hasterminated); provided, however, that Shares that have actually been issuedunder the Plan, whether upon exercise of an Option or Right, shall not bereturned to the Plan and shall not become available for future distributionunder the Plan, except that if Shares of Restricted Stock are repurchased bythe Company at their original purchase price, such Shares shall becomeavailable for future grant under the Plan.
         4.     Administration of the Plan.
                  (a) Procedure.
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                           (i) Multiple Administrative Bodies. Different Committees with respect todifferent groups of Service Providers may administer the Plan.
                           (ii) Rule 16b-3. To the extent desirable to qualify transactionshereunder as exempt under Rule 16b-3, the transactions contemplated hereundershall be structured to satisfy the requirements for exemption under Rule 16b-3.
                           (iii) Other Administration. Other than as provided above, the Plan shallbe administered by (A) the Board or (B) a Committee, which committee shall beconstituted to satisfy Applicable Laws.
                  (b) Powers of the Administrator. Subject to the provisions of the Plan,and in the case of a Committee, subject to the specific duties delegated by theBoard to such Committee, the Administrator shall have the authority, in itsdiscretion:
                           (i) to determine the Fair Market Value;
                           (ii) to select the Service Providers to whom Options and Stock PurchaseRights may be granted hereunder;
                           (iii) to determine the number of shares of Common Stock to be covered byeach Option and Stock Purchase Right granted hereunder;
                           (iv) to approve forms of agreement for use under the Plan;
                           (v) to determine the terms and conditions, not inconsistent with the termsof the Plan, of any Option or Stock Purchase Right granted hereunder. Suchterms and conditions include, but are not limited to, the exercise price, thetime or times when Options or Stock Purchase Rights may be exercised (which maybe based on performance criteria), any vesting acceleration or waiver offorfeiture restrictions, and any restriction or limitation regarding any Optionor Stock Purchase Right or the shares of Common Stock relating thereto, basedin each case on such factors as the Administrator, in its sole discretion,shall determine;
                           (vi) to reduce the exercise price of any Option or Stock Purchase Right tothe then current Fair Market Value if the Fair Market Value of the Common Stockcovered by such Option or Stock Purchase Right shall have declined since thedate the Option or Stock Purchase Right was granted;
                           (vii) to institute an Option Exchange Program;
                           (viii) to construe and interpret the terms of the Plan and awards grantedpursuant to the Plan;
                           (ix) to prescribe, amend and rescind rules and regulations relating to thePlan, including rules and regulations relating to sub-plans established for thepurpose of satisfying applicable foreign laws;
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                           (x) to modify or amend each Option or Stock Purchase Right (subject toSection 16(c) of the Plan), including the discretionary authority to extend thepost-termination exercisability period of Options longer than is otherwiseprovided for in the Plan;
                           (xi) to allow Optionees to satisfy withholding tax obligations by electingto have the Company withhold from the Shares to be issued upon exercise of anOption or Stock Purchase Right that number of Shares having a Fair Market Valueequal to the minimum amount required to be withheld. The Fair Market Value ofthe Shares to be withheld shall be determined on the date that the amount oftax to be withheld is to be determined. All elections by an Optionee to haveShares withheld for this purpose shall be made in such form and under suchconditions as the Administrator may deem necessary or advisable;
                           (xii) to authorize any person to execute on behalf of the Company anyinstrument required to effect the grant of an Option or Stock Purchase Rightpreviously granted by the Administrator;
                           (xiii) to make all other determinations deemed necessary or advisable foradministering the Plan.
                  (c) Effect of Administrator’s Decision. The Administrator’s decisions,determinations and interpretations shall be final and binding on all Optioneesand any other holders of Options or Stock Purchase Rights.
         5.     Eligibility. Nonstatutory Stock Options and Stock Purchase Rights maybe granted to Service Providers. Incentive Stock Options may be granted onlyto Employees.
         6.     Limitations.
                  (a) Each Option shall be designated in the Option Agreement as either anIncentive Stock Option or a Nonstatutory Stock Option. However,notwithstanding such designation, to the extent that the aggregate Fair MarketValue of the Shares with respect to which Incentive Stock Options areexercisable for the first time by the Optionee during any calendar year (underall plans of the Company and any Parent or Subsidiary) exceeds $100,000, suchOptions shall be treated as Nonstatutory Stock Options. For purposes of thisSection 6(a), Incentive Stock Options shall be taken into account in the orderin which they were granted. The Fair Market Value of the Shares shall bedetermined as of the time the Option with respect to such Shares is granted.
                  (b) Neither the Plan nor any Option or Stock Purchase Right shall conferupon an Optionee any right with respect to continuing the Optionee’srelationship as a Service Provider with the Company, nor shall they interferein any way with the Optionee’s right or the Company’s right to terminate suchrelationship at any time, with or without cause.
         7.     Term of Plan. Subject to Section 20 of the Plan, the Plan shall becomeeffective upon its adoption by the Board. It shall continue in effect for aterm of ten (10) years unless terminated earlier under Section 16 of the Plan.
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         8.     Term of Option. The term of each Option shall be stated in the OptionAgreement. In the case of an Incentive Stock Option, the term shall be ten(10) years from the date of grant or such shorter term as may be provided inthe Option Agreement. Moreover, in the case of an Incentive Stock Optiongranted to an Optionee who, at the time the Incentive Stock Option is granted,owns stock representing more than ten percent (10%) of the total combinedvoting power of all classes of stock of the Company or any Parent orSubsidiary, the term of the Incentive Stock Option shall be five (5) years fromthe date of grant or such shorter term as may be provided in the OptionAgreement.
         9.     Option Exercise Price and Consideration.
                  (a) Exercise Price. The per share exercise price for the Shares to beissued pursuant to exercise of an Option shall be determined by theAdministrator, subject to the following:
                           (i) In the case of an Incentive Stock Option
                                 (A) granted to an Employee who, at the time the Incentive Stock Option isgranted, owns stock representing more than ten percent (10%) of the votingpower of all classes of stock of the Company or any Parent or Subsidiary, theper Share exercise price shall be no less than 110% of the Fair Market Valueper Share on the date of grant.
                                 (B) granted to any Employee other than an Employee described in paragraph(A) immediately above, the per Share exercise price shall be no less than 100%of the Fair Market Value per Share on the date of grant.
                           (ii) Notwithstanding the foregoing, Options may be granted with a perShare exercise price of less than 100% of the Fair Market Value per Share onthe date of grant pursuant to a merger or other corporate transaction.
                  (b) Waiting Period and Exercise Dates. At the time an Option is granted,the Administrator shall fix the period within which the Option may be exercisedand shall determine any conditions that must be satisfied before the Option maybe exercised.
                  (c) Form of Consideration. The Administrator shall determine theacceptable form of consideration for exercising an Option, including the methodof payment. In the case of an Incentive Stock Option, the Administrator shalldetermine the acceptable form of consideration at the time of grant. Suchconsideration may consist entirely of:
                           (i) cash;
                           (ii) check;
                           (iii) promissory note;
                           (iv) other Shares which, in the case of Shares acquired directly orindirectly from the Company, (A) have been owned by the Optionee for more thansix (6) months on
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the date of surrender, and (B) have a Fair Market Value on the date ofsurrender equal to the aggregate exercise price of the Shares as to which saidOption shall be exercised;
                           (v) consideration received by the Company under a cashless exerciseprogram implemented by the Company in connection with the Plan;
                           (vi) a reduction in the amount of any Company liability to the Optionee,including any liability attributable to the Optionee’s participation in anyCompany-sponsored deferred compensation program or arrangement;
                           (vii) any combination of the foregoing methods of payment; or
                           (viii) such other consideration and method of payment for the issuance ofShares to the extent permitted by Applicable Laws.
         10.     Exercise of Option.
                  (a) Procedure for Exercise; Rights as a Shareholder. Any Option grantedhereunder shall be exercisable according to the terms of the Plan and at suchtimes and under such conditions as determined by the Administrator and setforth in the Option Agreement. Unless the Administrator provides otherwise,vesting of Options granted hereunder shall be suspended during any unpaid leaveof absence. An Option may not be exercised for a fraction of a Share.
                           An Option shall be deemed exercised when the Company receives: (i) writtenor electronic notice of exercise (in accordance with the Option Agreement) fromthe person entitled to exercise the Option, and (ii) full payment for theShares with respect to which the Option is exercised. Full payment may consistof any consideration and method of payment authorized by the Administrator andpermitted by the Option Agreement and the Plan. Shares issued upon exercise ofan Option shall be issued in the name of the Optionee or, if requested by theOptionee, in the name of the Optionee and his or her spouse. Until the Sharesare issued (as evidenced by the appropriate entry on the books of the Companyor of a duly authorized transfer agent of the Company), no right to vote orreceive dividends or any other rights as a shareholder shall exist with respectto the Optioned Stock, notwithstanding the exercise of the Option. The Companyshall issue (or cause to be issued) such Shares promptly after the Option isexercised. No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as providedin Section 14 of the Plan.
                           Exercising an Option in any manner shall decrease the number of Sharesthereafter available, both for purposes of the Plan and for sale under theOption, by the number of Shares as to which the Option is exercised.
                  (b) Termination of Relationship as a Service Provider. If an Optioneeceases to be a Service Provider, other than upon the Optionee’s death orDisability, the Optionee may exercise his or her Option within such period oftime as is specified in the Option Agreement to the extent that the Option isvested on the date of termination (but in no event later than the expiration ofthe term of such Option as set forth in the Option Agreement). In the absenceof a specified time in the Option Agreement, the Option shall remainexercisable for three (3) months following the
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Optionee’s termination. If, on the date of termination, the Optionee isnot vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall revert to the Plan. If, after termination, theOptionee does not exercise his or her Option within the time specified by theAdministrator, the Option shall terminate, and the Shares covered by suchOption shall revert to the Plan.
                  (c) Disability of Optionee. If an Optionee ceases to be a ServiceProvider as a result of the Optionee’s Disability, the Optionee may exercisehis or her Option within such period of time as is specified in the OptionAgreement to the extent the Option is vested on the date of termination (but inno event later than the expiration of the term of such Option as set forth inthe Option Agreement). In the absence of a specified time in the OptionAgreement, the Option shall remain exercisable for twelve (12) months followingthe Optionee’s termination. If, on the date of termination, the Optionee isnot vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall revert to the Plan. If, after termination, theOptionee does not exercise his or her Option within the time specified herein,the Option shall terminate, and the Shares covered by such Option shall revertto the Plan.
                  (d) Death of Optionee. If an Optionee dies while a Service Provider, theOption may be exercised following the Optionee’s death within such period oftime as is specified in the Option Agreement to the extent that the Option isvested on the date of death (but in no event may the option be exercised laterthan the expiration of the term of such Option as set forth in the OptionAgreement), by the Optionee’s designated beneficiary, provided such beneficiaryhas been designated prior to Optionee’s death in a form acceptable to theAdministrator. If no such beneficiary has been designated by the Optionee,then such Option may be exercised by the personal representative of theOptionee’s estate or by the person(s) to whom the Option is transferredpursuant to the Optionee’s will or in accordance with the laws of descent anddistribution. In the absence of a specified time in the Option Agreement, theOption shall remain exercisable for twelve (12) months following Optionee’sdeath. If, at the time of death, Optionee is not vested as to his or herentire Option, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan. If the Option is not so exercised within thetime specified herein, the Option shall terminate, and the Shares covered bysuch Option shall revert to the Plan.
         11.     Stock Purchase Rights.
                  (a) Rights to Purchase. Stock Purchase Rights may be issued either alone,in addition to, or in tandem with other awards granted under the Plan and/orcash awards made outside of the Plan. After the Administrator determines thatit will offer Stock Purchase Rights under the Plan, it shall advise the offereein writing or electronically, by means of a Notice of Grant, of the terms,conditions and restrictions related to the offer, including the number ofShares that the offeree shall be entitled to purchase, the price to be paid,and the time within which the offeree must accept such offer. The offer shallbe accepted by execution of a Restricted Stock Purchase Agreement in the formdetermined by the Administrator.
                  (b) Repurchase Option. Unless the Administrator determines otherwise, theRestricted Stock Purchase Agreement shall grant the Company a repurchase optionexercisable upon the voluntary or involuntary termination of the purchaser’sservice with the Company for any reason
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(including death or Disability). The purchase price for Sharesrepurchased pursuant to the Restricted Stock Purchase Agreement shall be theoriginal price paid by the purchaser and may be paid by cancellation of anyindebtedness of the purchaser to the Company. The repurchase option shalllapse at a rate determined by the Administrator.
                  (c) Other Provisions. The Restricted Stock Purchase Agreement shallcontain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion.
                  (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised,the purchaser shall have the rights equivalent to those of a shareholder, andshall be a shareholder when his or her purchase is entered upon the records ofthe duly authorized transfer agent of the Company. No adjustment will be madefor a dividend or other right for which the record date is prior to the datethe Stock Purchase Right is exercised, except as provided in Section 14 of thePlan.
         12.     Transferability of Options and Stock Purchase Rights. Unlessdetermined otherwise by the Administrator, an Option or Stock Purchase Rightmay not be sold, pledged, assigned, hypothecated, transferred, or disposed ofin any manner other than by will or by the laws of descent or distribution andmay be exercised, during the lifetime of the Optionee, only by the Optionee.If the Administrator makes an Option or Stock Purchase Right transferable, suchOption or Stock Purchase Right shall contain such additional terms andconditions as the Administrator deems appropriate.
         13.     Formula Option Grants to Outside Directors. Discretionary awards canbe made to Outside Directors pursuant to Section 4(b) hereof. All grants ofOptions to Outside Directors pursuant to this Section 13, however, shall beautomatic and shall be made in accordance with the following provisions:
                  (a) All Options granted pursuant to this Section shall be NonstatutoryStock Options and, except as otherwise provided herein, shall be subject to theother terms and conditions of the Plan.
                  (b) Each person who first becomes an Outside Director following theeffective date of this Plan, as determined in accordance with Section 7 hereof,shall be automatically granted an Option to purchase 15,000 Shares (the “FirstOption”) or the date on which such person first becomes an Outside Director,whether through election by the stockholders of the Company or appointment bythe Board to fill a vacancy; provided, however, that an Inside Director whoceases to be an Inside Director but who remains a Director shall not receive aFirst Option.
                  (c) Each Outside Director shall be automatically granted an Option topurchase 5,000 Shares (a “Subsequent Option”) on the date of the annual meetingof the stockholders of the Company, if as of such date, he or she shall haveserved on the Board for at least the preceding six (6) months.
                  (d) Notwithstanding the provisions of subsections (c) and (d) hereof, anyexercise of an Option granted before the Company has obtained shareholderapproval of the Plan in
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accordance with Section 20 hereof shall be conditioned upon obtaining suchshareholder approval of the Plan in accordance with Section 20 hereof.
                  (e) The terms of each Option granted pursuant to this Section shall be asfollows:
                           (i) the term of the Option shall be ten (10) years.
                           (ii) the exercise price per Share shall be 100% of the Fair Market Valueper Share on the date of grant of the Option.
                           (iii) subject to Section 14 hereof, the First Option and the SubsequentOption shall be immediately exercisable and fully vested.
         14.     Adjustments Upon Changes in Capitalization, Merger or Change inControl.
                  (a) Changes in Capitalization. Subject to any required action by thestockholders of the Company, the number of shares of Common Stock that havebeen authorized for issuance under the Plan but as to which no Options or StockPurchase Rights have yet been granted or which have been returned to the Planupon cancellation or expiration of an Option or Stock Purchase Right, thenumber of Shares that may be added annually to the Plan pursuant to Section3(i), the number of shares which may be granted pursuant to the automatic grantprovisions of Section 13 and the number of shares of Common Stock as well asthe price per share of Common Stock covered by each such outstanding Option orStock Purchase Right, shall be proportionately adjusted for any increase ordecrease in the number of issued shares of Common Stock resulting from a stocksplit, reverse stock split, stock dividend, combination or reclassification ofthe Common Stock, or any other increase or decrease in the number of issuedshares of Common Stock effected without receipt of consideration by theCompany; provided, however, that conversion of any convertible securities ofthe Company shall not be deemed to have been “effected without receipt ofconsideration.” Such adjustment shall be made by the Board, whosedetermination in that respect shall be final, binding and conclusive. Exceptas expressly provided herein, no issuance by the Company of shares of stock ofany class, or securities convertible into shares of stock of any class, shallaffect, and no adjustment by reason thereof shall be made with respect to, thenumber or price of shares of Common Stock subject to an Option or StockPurchase Right.
                  (b) Dissolution or Liquidation. In the event of the proposed dissolutionor liquidation of the Company, the Administrator shall notify each Optionee assoon as practicable prior to the effective date of such proposed transaction.The Administrator in its discretion may provide for an Optionee to have theright to exercise his or her Option until ten (10) days prior to suchtransaction as to all of the Optioned Stock covered thereby, including Sharesas to which the Option would not otherwise be exercisable. In addition, theAdministrator may provide that any Company repurchase option applicable to anyShares purchased upon exercise of an Option or Stock Purchase Right shall lapseas to all such Shares, provided the proposed dissolution or liquidation takesplace at the time and in the manner contemplated. To the extent it has notbeen previously exercised, an Option or Stock Purchase Right will terminateimmediately prior to the consummation of such proposed action.
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                  (c) Merger or Change in Control. In the event of a merger of the Companywith or into another corporation, or a Change in Control, each outstandingOption and Stock Purchase Right shall be assumed or an equivalent option orright substituted by the successor corporation or a Parent or Subsidiary of thesuccessor corporation. With respect to Options granted to an Outside Directorpursuant to Section 13 that are assumed or substituted for, if following suchassumption or substitution the Optionee’s status as a Director or a director ofthe successor corporation, as applicable, is terminated other than upon avoluntary resignation by the Optionee, then the Optionee shall fully vest inand have the right to exercise the Option as to all of the Optioned Stock,including Shares as to which it would not otherwise be vested or exercisable.
                           In the event that the successor corporation refuses to assume orsubstitute for the Option or Stock Purchase Right, the Optionee shall fullyvest in and have the right to exercise the Option or Stock Purchase Right as toall of the Optioned Stock, including Shares as to which it would not otherwisebe vested or exercisable. If an Option or Stock Purchase Right becomes fullyvested and exercisable in lieu of assumption or substitution in the event of amerger or sale of assets, the Administrator shall notify the Optionee inwriting or electronically that the Option or Stock Purchase Right shall befully vested and exercisable for a period of fifteen (15) days from the date ofsuch notice, and the Option or Stock Purchase Right shall terminate upon theexpiration of such period.
                           For the purposes of this subsection (c), the Option or Stock PurchaseRight shall be considered assumed if, following the merger or Change inControl, the option or right confers the right to purchase or receive, for eachShare of Optioned Stock subject to the Option or Stock Purchase Rightimmediately prior to the merger or Change in Control, the consideration(whether stock, cash, or other securities or property) received in the mergeror Change in Control by holders of Common Stock for each Share held on theeffective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority ofthe outstanding Shares); provided, however, that if such consideration receivedin the merger or Change in Control is not solely common stock of the successorcorporation or its Parent, the Administrator may, with the consent of thesuccessor corporation, provide for the consideration to be received upon theexercise of the Option or Stock Purchase Right, for each Share of OptionedStock subject to the Option or Stock Purchase Right, to be solely common stockof the successor corporation or its Parent equal in fair market value to theper share consideration received by holders of Common Stock in the merger orChange in Control.
         15.     Date of Grant. The date of grant of an Option or Stock Purchase Rightshall be, for all purposes, the date on which the Administrator makes thedetermination granting such Option or Stock Purchase Right, or such other laterdate as is determined by the Administrator. Notice of the determination shallbe provided to each Optionee within a reasonable time after the date of suchgrant.
         16.     Amendment and Termination of the Plan.
                  (a) Amendment and Termination. The Board may at any time amend, alter,suspend or terminate the Plan.
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                  (b) Shareholder Approval. The Company shall obtain shareholder approvalof any Plan amendment to the extent necessary and desirable to comply withApplicable Laws.
                  (c) Effect of Amendment or Termination. No amendment, alteration,suspension or termination of the Plan shall impair the rights of any Optionee,unless mutually agreed otherwise between the Optionee and the Administrator,which agreement must be in writing and signed by the Optionee and the Company.Termination of the Plan shall not affect the Administrator’s ability toexercise the powers granted to it hereunder with respect to Options grantedunder the Plan prior to the date of such termination.
         17.     Conditions Upon Issuance of Shares.
                  (a) Legal Compliance. Shares shall not be issued pursuant to the exerciseof an Option or Stock Purchase Right unless the exercise of such Option orStock Purchase Right and the issuance and delivery of such Shares shall complywith Applicable Laws and shall be further subject to the approval of counselfor the Company with respect to such compliance.
                  (b) Investment Representations. As a condition to the exercise of anOption or Stock Purchase Right, the Company may require the person exercisingsuch Option or Stock Purchase Right to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment andwithout any present intention to sell or distribute such Shares if, in theopinion of counsel for the Company, such a representation is required.
         18.     Inability to Obtain Authority. The inability of the Company to obtainauthority from any regulatory body having jurisdiction, which authority isdeemed by the Company’s counsel to be necessary to the lawful issuance and saleof any Shares hereunder, shall relieve the Company of any liability in respectof the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.
         19.     Reservation of Shares. The Company, during the term of this Plan,will at all times reserve and keep available such number of Shares as shall besufficient to satisfy the requirements of the Plan.
         20.     Shareholder Approval. The Plan shall be subject to approval by thestockholders of the Company within twelve (12) months after the date the Planis adopted. Such shareholder approval shall be obtained in the manner and tothe degree required under Applicable Laws.
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