Exhibit 4.2


 


XILINX, INC.


 


1997
STOCK PLAN*


 


1.                        Purposes of the Plan.  The purposes of this Stock Plan are:


 


•                  to
attract and retain the best available personnel for positions of substantial
responsibility,


 


•                  to
provide additional incentive to Employees and Directors, and


 


•                  to
promote the success of the Company’s business.


 


Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.  Stock Purchase Rights may also be granted
under the Plan.  The Plan also provides
for automatic grants of Nonstatutory Stock Options to Outside Directors.


 


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


 


(a)                          “Administrator” means
the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.


 


(b)                         “Applicable Laws” means
the requirements relating to the administration of stock option plans under U.
S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any 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)                         “Code” means the
Internal Revenue Code of 1986, as amended.


 


(e)                          “Committee”  means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.


 


(f)                            “Common Stock” means
the common stock of the Company.


 


(g)                         “Company” means Xilinx, Inc.,
a Delaware corporation.


 


(h)                         “Consultant” means any
person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render services to such entity.


 










* As
amended August 6, 1998, August 6, 1999, December 9, 1999, February 8,
2001,  July 10, 2001 and August 4,
2005 and adjusted to reflect stock splits as of March 11, 1999, and December 27,
1999.


 





















 


(i)                             “Director” means a
member of the Board.


 


(j)                             “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the
Code.


 


(k)                          “Employee” means any
person, including Executive Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
A Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company 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 or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 181st day of such
leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.  Neither
service as a Director nor payment of a director’s fee by the Company shall be
sufficient to constitute “employment” by the Company.


 


(l)                             “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(m)                       “Executive
Officer” means a person who is an executive officer of the Company, within
the meaning of Exchange Act Rule 3b-7 (or any successor provision).


 


(n)                         “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


 


(i)                             If the Common Stock is
listed on any established stock exchange or a national market system, including
without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(ii)                          If the Common Stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


(iii)                       In the absence of an established
market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Administrator.


 


(o)                         “Incentive
Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


 


(p)        “Inside Director”  means a Director who is an Employee.


 


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(q)                         “Issued
Shares” means the number of Shares of Common Stock of the Company
outstanding on the last day of the immediately preceding fiscal year, plus any
Shares reacquired (including by operation of the Plan) by the Company during
the fiscal year that ends on such date.


 


(r)                            “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.


 


(s)                          “Notice
of Grant” means a written or electronic notice evidencing certain terms and
conditions of an individual Option or Stock Purchase Right grant.  The Notice of Grant is part of the Option
Agreement.


 


(t)                            “Option”
means a stock option granted pursuant to the Plan.


 


(u)                         “Option
Agreement” means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.


 


(v)                         “Optioned Stock”
means the Common Stock subject to an Option or Stock Purchase Right.


 


(w)                       “Optionee”
means the holder of an outstanding Option or Stock Purchase Right granted under
the Plan.


 


(x)                           “Outside
Director” means a Director who is not an Employee.


 


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


 


(z)                           “Plan”
means this 1997 Stock Plan.


 


(aa)                    “Restricted
Stock” means shares of Common Stock acquired pursuant to a grant of Stock
Purchase Rights under Section 11 of the Plan.


 


(bb)                  “Restricted
Stock Purchase Agreement” means a written agreement between the Company and
the Optionee evidencing the terms and restrictions applying to stock purchased
under a Stock Purchase Right.  The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.


 


(cc)                    “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.


 


(dd)                  “Section 16(b)”
means Section 16(b) of the Exchange Act.


 


(ee)                    “Service
Provider” means an Employee, Director or Consultant.


 


(ff)                        “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14
of the Plan.


 


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(gg)                  “Stock
Purchase Right” means the right to purchase Common Stock pursuant to Section 11
of the Plan, as evidenced by a Notice of Grant.


 


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


 


(ii)                          “Unpaid
Sabbatical” means an extended leave of absence, for up to one year, both (i) approved
by the Administrator as an Unpaid Sabbatical, and (ii) followed by a
productive return to work for a period of time not less than the length of the
leave of absence.


 


(jj)                          “Productive
Return” means a period following an extended leave of absence otherwise
approved by the Administrator as an Unpaid Sabbatical, with a length of time
not less than the length of the leave of absence.


 


3.                        Stock Subject to the Plan.  Subject to the provisions of Sections 6(d) and
14 of the Plan, the maximum aggregate number of Shares which may be optioned and/or
sold under the Plan is 84,720,.280 Shares, plus the 4,574,926 Shares which had
been reserved but remained unissued at the expiration of the 1988 Stock Option
Plan (as amended, the “1988 Plan”) In addition, the Plan shall include any
Shares which are returned to the 1988 Plan as a result of termination of
options under the 1988 Plan (as of July 6, 2005, there were 3,782,021
outstanding options under the 1988 Plan).


 


If an Option or
Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been
issued under the Plan, whether upon exercise of an Option or Right, shall not
be returned to the Plan and shall not become available for future distribution
under the Plan, except that Shares of Restricted Stock which are repurchased by
the Company at their original purchase price shall become available for future
grant under the Plan.


 


4.                        Administration of the Plan.  The Plan shall be administered by the Board
and/or by one or more Committees of the Board. 
The Board and/or Committee(s) may designate the Secretary of the Company
or other Company employees to assist the Committee in the administration of the
Plan and may grant authority to such persons to execute agreements or other
documents under this Plan on behalf of a Committee or the Board.


 


(a)                          Procedure.


 


(i)                             Multiple Administrative
Bodies.  The Plan may be administered
by different Committees with respect to different groups of Service Providers.


 


(ii)                          Section 162(m).
To the extent that the Administrator determines it to be desirable to qualify
Options granted hereunder as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the Plan shall be administered by a
Committee of two or more “outside directors” within the meaning of Section 162(m)
of the Code.


 


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(iii)                       Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.


 


(iv)                      Grants to Outside Directors.
All grants of Options to Outside Directors made pursuant to Section 13 of
the Plan shall be automatic and nondiscretionary.


 


(v)                         Other Administration.  Other than as provided above, the Plan shall
be administered by (A) the Board or (B) one or more Committees, which
committee(s) shall be constituted 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 the Board
to such Committee, the Administrator shall have the authority, in its
discretion:


 


(i)                             to determine the Fair
Market Value of Common Stock;


 


(ii)                          to select the Service
Providers to whom Options and Stock Purchase Rights may be granted hereunder;


 


(iii)                       to determine the number of
shares of Common Stock to be covered by each 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 terms of the Plan, of any Option or Stock
Purchase Right granted hereunder.  Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options or Stock Purchase Rights may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or Stock Purchase Right of the shares of Common Stock relating thereto, based
in each case on such factors as the Administrator, in its sole discretion,
shall determine;


 


(vi)                      to construe and interpret the
terms of the Plan and awards granted pursuant to the Plan;


 


(vii)                   to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;


 


(viii)                to modify or amend each Option or Stock
Purchase Right (subject to Section 16(b) and (c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;


 


(ix)                        to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the


 


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minimum amount
required to be withheld.  The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined.  All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;


 


(x)                           to authorize any person to
execute on behalf of the Company any instrument required to effect the grant of
an Option or Stock Purchase Right previously granted by the Administrator;


 


(xi)                        to make all other
determinations deemed necessary or advisable for administering the Plan.


 


(c)                          Effect of Administrator’s Decision.  The Administrator’s decisions, determinations
and interpretations shall be final and binding on all Optionees and any other
holders of Options or Stock Purchase Rights.


 


5.                        Eligibility.  Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Employees and Directors.  Incentive Stock Options may be granted only
to Employees.


 


6.                        Limitations.


 


(a)                          Each Option shall be
designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares shall be determined 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 confer upon an Optionee any right with
respect to continuing the Optionee’s relationship as a Service Provider with
the Company, nor shall they interfere in any way with the Optionee’s right or
the Company’s right to terminate such relationship at any time, with or without
cause.


 


(c)                          The following limitations
shall apply to grants of Options:


 


(i)                             No Service Provider shall
be granted, in any fiscal year of the Company, Options to purchase more than
2,000,000 Shares.


 


(ii)                          In connection with his or her
initial service, a Service Provider may be granted Options to purchase up to an
additional 2,000,000 Shares which shall not count against the limit set forth
in subsection (i) above.


 


(iii)                       The foregoing limitations shall
be adjusted proportionately in connection with any change in the Company’s
capitalization as described in Section 14.


 


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(iv)       If an Option is cancelled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 14), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above.


 


(d)                         The
following limitations shall apply under the Plan:


 


(i)                             In
the Company’s 2000 fiscal year, and in each fiscal year thereafter during the
term of the Plan, no more than 30% of the Shares that become available under
the Plan in such year may be optioned to Executive Officers of the Company.


 


(ii)                          No more
than 300,000 Shares shall be issued in any fiscal year of the Company pursuant
to Stock Purchase Rights under this Plan.


 


7.                        Term of Plan.  Subject to Section 20 of the Plan, the
Plan shall become effective upon its adoption by the Board.  It shall continue in effect for a term of ten
(10) years unless terminated earlier under Section 16 of the Plan.


 


8.                        Term of
Option.  The term of each Option
shall be stated in the Option Agreement. 
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 in the Option
Agreement.  Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the total combined 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 or such shorter term as may be provided in the Option
Agreement.


 


9.                        Option
Exercise Price and Consideration.


 


(a)                          Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:


 


(i)                             In the case of an
Incentive Stock Option, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant.


 


(ii)                          In the case of a Nonstatutory
Stock Option, the per Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.


 


(iii)                       Notwithstanding the foregoing, Options
may be granted with a per Share exercise price of less than 100% of the Fair
Market Value per Share on the date of grant pursuant to a merger or other
corporate transaction.


 


(iv)                      Unless
approved by shareholders, the exercise price of any Option previously awarded
under the Plan may not be adjusted downward, whether through amendment,
cancellation or replacement grants, or by other means, except that this
provision shall not be deemed to require shareholder approval of any
adjustments pursuant to Section 14 of the Plan.


 


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(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
exercised, and shall determine any conditions which must be satisfied before
the Option may be exercised.


 


(c)                          Form of Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive Stock
Option, the Administrator shall determine the acceptable form of consideration
at the time of grant.  Such consideration
may consist entirely of:


 


(i)                             cash;


 


(ii)                          check;


 


(iii)                       promissory note;


 


(iv)                      other Shares which (A) in
the case of Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised;


 


(v)                         consideration received by the
Company under a cashless exercise program 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 any Company-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 of Shares as the Administrator may determine to the
extent permitted by Applicable Laws.


 


10.                  Exercise of Option.


 


(a)                          Procedure for Exercise;
Rights as a Stockholder. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option Agreement. An
Option may not be exercised for a fraction of a Share.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence, but in the case of an Unpaid Sabbatical, vesting shall be tolled until
the end of the Productive Return, at which time all options which would have
vested during the Unpaid Sabbatical, but for such tolling, shall immediately
vest.


 


An Option shall be
deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option; (ii) full payment for the Shares with
respect to which the Option is exercised, (iii) such representations and
documents as the Administrator, in its sole discretion, deems necessary or
advisable to effect compliance with all applicable provisions of the Securities
Act of 1933, as amended, and any other federal, state or foreign securities
laws or


 


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regulations; and (iv) in
the event that the Option shall be exercised pursuant to Section 10(d) by
any person or persons other than the Service Provider, appropriate proof of the
right of such person or persons to exercise the Option.  Full payment may consist of any consideration
and method of payment authorized by the Administrator and permitted by the
Option Agreement and the Plan.  Shares
issued upon exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and his or her
spouse.  Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 14
of the Plan.


 


Exercising an
Option in any manner shall decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(b)                         Termination of
Relationship as a Service Provider. 
If an Optionee ceases to be a Service Provider, other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the
extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
thirty (30) days following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
Notwithstanding anything to the contrary contained in this Plan, if the
Administrator determines it to be in the best interest of the Company, the
Administrator may give the Optionee the right to exercise his or her Option for
up to one year from the date of termination, to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).


 


(c)                          Disability of Optionee.  If an Optionee ceases to be a Service
Provider as a result of the Optionee’s Disability, the Optionee may exercise
his or her Option within such period of time as is specified in the Option
Agreement to the extent the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement).  In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


(d)                         Death of Optionee.  If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by


 


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the Optionee’s
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance, but only to the extent that the Option is vested on the date of
death.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee’s termination.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan.  The Option may be exercised by the executor
or administrator of the Optionee’s estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee’s will or the laws of descent
or distribution.  If the Option is not so
exercised within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


 


(e)                          Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.


 


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/or cash awards made outside of the Plan. 
After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing or
electronically, by means of a Notice of Grant, of the terms, conditions and
restrictions related to the offer, including the number of Shares 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 shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the
Administrator.


 


(b)                         Form of Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising a Stock Purchase Right,
including the method of payment.  Such
consideration may consist entirely of:


 


(i)                             cash;


 


(ii)                          check;


 


(iii)                       promissory note;


 


(iv)                      consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan;


 


(v)                         a reduction in the amount of
any Company liability to the purchaser, including any liability attributable to
the purchaser’s participation in any Company-sponsored deferred compensation
program or arrangement;


 


(vi)                      any combination of the foregoing
methods of payment; or


 


(vii)                    such other consideration and method
of payment for the issuance of Shares as the Administrator may determine to the
extent permitted by Applicable Laws.


 


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(c)                          Repurchase Option.  Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the purchaser’s ceasing to be a Service
Provider.  The purchase price for Shares
repurchased pursuant to the Restricted Stock Purchase Agreement shall be the
original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company.  The repurchase option shall lapse at a rate
determined by the Administrator.


 


(d)                         Other Provisions.  The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.


 


(e)                          Rights as a Stockholder.  Once the Stock Purchase Right is exercised,
the purchaser shall have the rights equivalent to those of a stockholder, and
shall be a stockholder when his or her purchase is entered upon the records of
the duly authorized transfer agent of the Company.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase
Right is exercised, except as provided in Section 14 of the Plan.


 


12.                  Transferability of Options
and Stock Purchase Rights.  Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right
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 Optionee, only by the
Optionee.  If the Administrator makes an
Option or Stock Purchase Right transferable, such Option or Stock Purchase
Right shall contain such additional terms and conditions as the Administrator
deems appropriate.


 


13.                  Automatic
Option Grants to Outside Directors.


 


(a)         First
Option.  Each Outside Director who
becomes an Outside Director after the effective date of this Plan shall be
automatically granted a Nonstatutory Stock Option to purchase 36,000 Shares
(the “First Option”) on the date of the first meeting of the Board at which
that Outside Director participates as a Director (the “Initial Grant Date”), whether
through election by the stockholders of the Company or appointment by the Board
to fill a vacancy; provided, however, that an Inside Director who ceases to be
an Inside Director but who remains a Director shall not receive a First Option.


 


(b)                         Subsequent Option.  Each Outside Director shall be automatically
granted a Nonstatutory Stock Option to purchase 12,000 Shares (a “Subsequent
Option”) on the first business day of each calendar year, provided that for any
Director who became an Outside Director during the previous calendar year, such
Subsequent Option shall be pro-rated for the period served.


 


(c)         Terms
of Options. The terms of First Options and Subsequent Options granted
hereunder shall be as follows:


 


(i)                             the term and vesting
period of each Option shall be determined by the Administrator and set forth in
the Option Agreement.


 


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(ii)                          the exercise price per Share
shall be 100% of the Fair Market Value per Share on the date of grant.


 


(iii)                       the Option shall be exercisable
only while the Outside Director remains an Outside Director, or within seven (7) months
of the date the Outside Director ceases to serve as an Outside Director,
except, in the case of death or disability, the Option shall remain exercisable
as set forth in Sections 10(c) and (d) of the Plan.  


 


(d)        Subject
to the provisions of Section 14 of the Plan, the aggregate number of
Shares for which Options may be granted to all Directors may not exceed 20% of
the total number of Shares for which Options may be granted under the Plan.                                                           


 


(e)         The
maximum number of Shares for which Options may be granted to any one Director
in any single calendar year shall not exceed five percent (5%) of the total
number of Shares for which Options may be granted under the Plan.


 


14.                  Adjustments Upon Changes in Capitalization,
Dissolution, Merger or Asset Sale.


 


(a)                          Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; 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 Board, whose determination in that respect
shall be final, binding and conclusive. 
Except as expressly provided herein, 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 thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option
or Stock Purchase Right.


 


(b)                         Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed transaction.  The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until
ten (10) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option would not otherwise be
exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior
to the consummation of such proposed action.


 


12





















 


(c)                          Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that the successor corporation
refuses to assume or substitute for the Option or Stock Purchase Right, the
Optionee shall fully vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares as to which it
would not otherwise be vested or exercisable. 
If an Option or Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully vested
and exercisable for a period of thirty (30) days from the date of such notice,
and the Option or Stock Purchase Right shall terminate upon the expiration of
such period.  For the purposes of this
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
or Stock Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration
received in the merger or sale of assets is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon
the exercise of the Option or Stock Purchase Right, for each Share of Optioned
Stock subject to the Option or Stock Purchase Right, to be solely common stock
of the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the merger or
sale of assets.


 


15.                  Date of Grant.  The date of grant of an Option or Stock
Purchase Right shall be, for all purposes, the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, or such
other later date as is determined by the Administrator.  Notice of the determination shall be provided
to each Optionee within a reasonable time after the date of such grant.


 


16.                  Amendment and Termination of the Plan.


 


(a)                          Amendment and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.


 


(b)                         Stockholder Approval.  Notwithstanding paragraph (a) above,
except as permitted by Section 14, the Board may not, without prior
approval of the shareholders of the Company, make any amendment which
operates:  (i) to reduce the exercise
price of outstanding Options or amend the provisions of Section 9(a)(iv) relating
to repricing of options; (ii) to materially increase the number of Shares
of Common Stock which may be issued under the Plan; (iii) to extend the
maximum option period; or (iv) to permit an option to be granted with an
exercise price of less than Fair Market Value, other than in connection with a
merger or other corporate transaction.


 


13





















 


(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 to exercise the powers granted to it hereunder with
respect to Options granted under 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
exercise of an Option or Stock Purchase Right unless the exercise of such
Option or Stock Purchase Right and the issuance and delivery of such Shares
shall comply with Applicable Laws and shall be further subject to the approval
of counsel for the Company with respect to such compliance.


 


(b)                         Investment Representations.  As a condition to the exercise of an Option
or Stock Purchase Right, the Company may require the person exercising such Option
or Stock Purchase Right 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.


 


18.      Inability
to Obtain Authority.  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.


 


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 be
sufficient to satisfy the requirements of the Plan.


 


20.      Stockholder
Approval. To the extent Stockholder consent is required herein or under
applicable laws, such stockholder approval shall be obtained in the manner and
to the degree required under Applicable Laws.


 


14





















 


1997
STOCK PLAN


 


STOCK OPTION AGREEMENT


 


 


Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.


 


I.  NOTICE OF STOCK OPTION GRANT


 


[Optionee’s Name
and Address]


 


You have been
granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Option Agreement, as follows:


 


	
  Grant Number

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price
  per Share

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Number of
  Shares Granted

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Exercise
  Price

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
   

  	
   

  	
  Incentive Stock
  Option

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Nonstatutory
  Stock Option

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Term/Expiration
  Date:

  	
   

  	
  _________________________

  	
   

  	
   

  
								



 


Vesting Schedule:


 


This Option may be
exercised, in whole or in part, in accordance with the following schedule:


 


[25% of the Shares
subject to the Option shall vest twelve months after the Vesting Commencement
Date, and 1/48 of the Shares subject to the Option shall vest each month
thereafter, subject to the Optionee continuing to be a Service Provider on such
dates].


 





















 


Termination Period:


 


This Option may be
exercised for thirty days after Optionee ceases to be a Service Provider.  Upon the death or Disability of the Optionee,
this Option may be exercised for one year after Optionee ceases to be a Service
Provider.  In no event shall this Option
be exercised later than the Term/Expiration Date as provided above.


 


II.  AGREEMENT


 


1            Grant of Option.  The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of
this Agreement (the “Optionee”) an option (the “Option”) to purchase the number
of Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”), subject to the terms
and conditions of the Plan, which is incorporated herein by reference.  Subject to Section 16(c) of the
Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.


 


If designated in
the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the
Code.  However, if this Option is
intended to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it shall be treated as a
Nonstatutory Stock Option (“NSO”).


 


2            Exercise of Option.


 


(a)                          Right to Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement.


 


(b)                         Method of Exercise.  This Option is exercisable by either a
written or an electronic notice of exercise which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the “Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan.  For the purposes hereof an Exercise
Notice delivered to an approved broker shall constitute adequate notice under
this provision. The Exercise Notice shall be completed by the Optionee and the
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares.  This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.


 


No Shares shall be
issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. 
Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.


 





















 


3            Method of Payment.  Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:


 


(a)                          cash; or


 


(b)                         check; or


 


(c)                          consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan; or


 


(d)                         surrender of other Shares
which (i) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six (6) months on the date of
surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares.


 


4            Non-Transferability of
Option.  This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


 


5            Term of Option.  This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.


 


6            Tax Consequences.  Some of the federal tax consequences relating
to this Option, as of the date of this Option, are set forth below.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)                          Exercising the Option.


 


(i)                             Nonstatutory Stock
Option.  The Optionee may incur
regular federal income tax liability upon exercise of a NSO.  The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price.  If the Optionee is an Employee or a former
Employee, the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of
exercise, and may refuse to honor the exercise and refuse to deliver Shares if
such withholding amounts are not delivered at the time of exercise.


 


(ii)                          Incentive Stock Option.  If this Option qualifies as an ISO, the
Optionee will have no regular federal income tax liability upon its exercise,
although the excess, if any, of the Fair Market Value of the Exercised Shares
on the date of exercise over their aggregate Exercise Price will be treated as
an adjustment to alternative minimum taxable income for federal tax purposes
and may subject the Optionee to alternative minimum tax in the year of exercise.  In the event that the Optionee ceases to be
an Employee but remains a Service


 





















 


Provider, any
Incentive Stock Option of the Optionee that remains unexercised shall cease to
qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory
Stock Option on the date thirty-one (31) days following such change of status.


 


(b)                         Disposition of Shares.


 


(i)                             NSO.  If the Optionee holds NSO Shares for at least
one year, any gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.


 


(ii)                          ISO.  If the Optionee holds ISO Shares for at least
one year after exercise and two years after the grant date, any gain realized
on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes.  If the
Optionee disposes of ISO Shares within one year after exercise or two years
after the grant date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
excess, if any, of the lesser of (A) the difference between the Fair
Market Value of the Shares acquired on the date of exercise and the aggregate
Exercise Price, or (B) the difference between the sale price of such
Shares and the aggregate Exercise Price. 
Any additional gain will be taxed as capital gain, short-term or
long-term depending on the period that the ISO Shares were held.


 


(c)                          Notice of Disqualifying
Disposition of ISO Shares.  If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately notify the Company
in writing of such disposition.  The
Optionee agrees that he or she may be subject to income tax withholding by the
Company on the compensation income recognized from such early disposition of
ISO Shares by payment in cash or out of the current earnings paid to the
Optionee.


 


7            Entire Agreement;
Governing Law.  The Plan is
incorporated herein by reference.  The
Plan and this Option Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.  This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.


 


8            NO GUARANTEE OF CONTINUED
SERVICE.  OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY
(AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING
SHARES HEREUNDER).  OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH
OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S 


 





















 


RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


By your electronic
or written acceptance of this Option Grant Agreement, you and the Company agree
that this Option is granted under and governed by the terms and conditions of
the Plan and this Option Agreement.  The Optionee
has reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option
Agreement.  The Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option
Agreement.  The Optionee further agrees
to notify the Company upon any change in the residence address indicated below.


 


 


	
  OPTIONEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Residence
  Address