EXHIBIT 10.7


NUVIM, INC.


2005 DIRECTOR STOCK OPTION PLAN

	
  
1.
  	
  
Purposes of   the Plan. The purposes of this 2005 Director Stock   Option Plan are to attract and retain the best available personnel for   service as Directors (as defined herein) of the Company, to provide   additional incentive to the Directors of the Company to serve as Directors,   and to encourage their continued service on the Board.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Options   granted under the Plan may be Incentive Stock Options or Nonstatutory Stock   Options, as determined by the Administrator at the time of grant.
  
	
   
  	
  
 
  
	
  
2.
  	
  
Definitions.   As used herein, the following definitions shall apply:
  
	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
a.
  	
  
“Board”   means the Board of Directors of the Company.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
b.
  	
  
“Change in   Control” means the occurrence of any of the following events:
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
i.
  	
  
 
  	
  
Any “person”   (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)   becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange   Act), directly or indirectly, of securities of the Company representing fifty   percent (50%) or more of the total voting power represented by the Company’s   then outstanding voting securities; or
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
ii.
  	
  
 
  	
  
The   consummation of the sale or disposition by the Company of all or   substantially all of the Company’s assets;
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
iii.
  	
  
 
  	
  
A change in   the composition of the Board occurring within a two-year period, as a result   of which fewer than a majority of the directors are Incumbent Directors.   “Incumbent Directors” means directors who either (A) are Directors as of the   date hereof, or (B) are elected, or nominated for election, to the Board with   the affirmative votes of at least a majority of the Incumbent Directors at   the time of such election or nomination (but will not include an individual   whose election or nomination is in connection with an actual or threatened   proxy contest relating to the election of directors to the Company); or
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
iv.
  	
  
 
  	
  
The   consummation of a merger or consolidation of the Company with any other   corporation, other than a merger or consolidation which would result in the   voting securities of the Company outstanding immediately prior thereto   continuing to represent (either by remaining outstanding or by being   converted into voting securities of the surviving entity or its parent) at   least fifty percent (50%) of the total voting power represented by the voting   securities of the Company or such surviving entity or its parent outstanding   immediately after such merger or consolidation.
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
c.
  	
  
“Code” means   the Internal Revenue Code of 1986, as amended.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
d.
  	
  
“Common   Stock” means the common stock of the Company.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
e.
  	
  
“Company”   means NuVim, Inc., a Delaware corporation.
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
f.
  	
  
“Director”   means a member of the Board.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
g.
  	
  
“Disability”   means total and permanent disability as defined in section 22(e)(3) of the   Code.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
 h. 
  	
  
 “Employee”   means any person, including officers and Directors, employed by the Company   or any Parent or Subsidiary of the Company. The payment of a Director’s fee   by the Company shall not be sufficient in and of itself to constitute   “employment” by 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, then
three months following the 91st 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. 
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
i.
  	
  
“Exchange   Act” means the Securities Exchange Act of 1934, as amended.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
j.
  	
  
“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 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 Board deems reliable; or
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
iii.
  	
  
 
  	
  
In the   absence of an established market for the Common Stock, the Fair Market Value   thereof shall be determined in good faith by the Board.
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
k.
  	
  
“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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
l.
  	
  
“Nonstatutory   Stock Option” means an Option not intended to qualify as an Incentive Stock   Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
m.
  	
  
“Option”   means a stock option granted pursuant to the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
n.
  	
  
“Optioned   Stock” means the Common Stock subject to an Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
o.
  	
  
“Optionee”   means a Director who holds an Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
p.
  	
  
“Parent”   means a “parent corporation,” whether now or hereafter existing, as defined   in Section 424(e) of the Code.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
q.
  	
  
“Plan” means   this 2005 Director Stock Option Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
r.
  	
  
“Share”   means a share of the Common Stock, as adjusted in accordance with Section 10   of the Plan.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
s.
  	
  
“Subsidiary”   means a “subsidiary corporation,” whether now or hereafter existing, as   defined in Section 424(f) of the Internal Revenue Code of 1986.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
Stock   Subject to the Plan. Subject to the provisions of   Section 10 of the Plan, the maximum aggregate number of Shares which may be   optioned and sold under the Plan is 200,000 Shares (the “Pool”). The Shares   may be authorized, but unissued, or reacquired common stock.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
If an Option   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). Shares   that have actually been issued under the Plan shall not be returned to the   Plan and shall not become available for future distribution under the Plan.
  



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4.
  	
  
Administration   and Grants of Options under the Plan.  All grants of Options to Directors under   this Plan shall be automatic and nondiscretionary and shall be made strictly   in accordance with the following provisions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
i.
  	
  
 
  	
  
No person   shall have any discretion to select which Directors shall be granted Options   or to determine the number of Shares to be covered by Options.
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 ii. 
  	
  
 
  	
  

Each Director shall be automatically granted an Option to purchase 10,000 Shares
(the  “First  Option”) on the date on which the later of the following
events occurs:  (A) on the effective date of this Plan, as determined
in accordance with Section 6 hereof,  or (B) the date on which such person first
becomes a Director,  whether through election by the stockholders of the Company
or appointment by the Board to fill a vacancy. 
 
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 iii. 
  	
  
 
  	
  

Each Director shall be automatically  granted an Option to purchase 7,500 Shares
(a  “Subsequent  Option”) on March 31 of each year  provided he or she is then a Director;  the foregoing  notwithstanding,
if the Plan is not yet  effective on March 31, 2005,  the 7,500 option grant for
2005  shall be made on the  effective  date of the  Plan. 


	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 iv. 
  	
  
 
  	
  

Each member of a committee  of the Board shall  annually  receive a grant of 500
options,  and each chairman of a committee of the Board (other than the chairman of the audit  committee)  shall  annually  receive a
grant of 2,000 options per committee or  chairmanship,  as the case may be; the
audit  committee  chairman shall receive an annual grant of 4,000 options; and all
of such options  contemplated  by this  subsection  (iv) shall be granted on the
same date and on the same terms as the annual grant described in subsection (iii)
above. 
 
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 v. 
  	
  
 
  	
  
 Notwithstanding   the provisions of subsections (ii), (iii) and (iv) hereof, any exercise of an   Option granted before the Company has obtained stockholder approval of the   Plan shall be conditioned upon obtaining such stockholder approval of the   Plan. 
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 vi. 
  	
  
 
  	
  
The terms of   a First Option granted hereunder shall be as follows:
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(A) the term   of the First Option shall be ten years, unless the Optionee is receiving an   Incentive Stock Option and, on the date of grant, owns 10% or more of the   outstanding Common Stock of the Company, in which case the First Option shall   have a term of five years.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(B) the   First Option shall be exercisable only while the Director remains a Director   of the Company, except as set forth in Sections 8 and 10 hereof.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(C) the   exercise price per Share shall be 100% of the Fair Market Value per Share on   the date of grant of the First Option, unless the Optionee is receiving an   Incentive Stock Option and, on the date of grant, owns 10% or more of the   outstanding Common Stock of the Company, in which case, the exercise price   per Share shall be 110% of the Fair Market Value per Share.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(D) subject   to Section 10 hereof, one-third of the Shares subject to the First Option   shall become exercisable 12 months after the date of grant, provided that the   Optionee continues to serve as a Director on such date, an additional   one-third of the Shares shall become exercisable 12 months thereafter,   provided that the Optionee continues to serve as a Director on such date, and   the last one-third of the Shares subject to the First Option shall become   exercisable 12 months thereafter, provided that the Optionee continues to   serve as a Director on such date.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 vii. 
  	
  
 
  	
  
The terms of   a Subsequent Option granted hereunder shall be as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(A) the term   of the Subsequent Option shall be 10 years, unless the Optionee is receiving   an Incentive Stock Option and, on the date of grant, owns 10% or more of the   outstanding Common Stock of the Company, in which case the Subsequent Option   shall have a term of five years.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(B) the   Subsequent Option shall be exercisable only while the Director remains a   Director of the Company, except as set forth in Sections 8 and 10 hereof.
  




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(C) the   exercise price per Share shall be 100% of the Fair Market Value per Share on   the date of grant of the Subsequent Option, unless the Optionee is receiving   an Incentive Stock Option and, on the date of grant, owns 10% or more of the   outstanding Common Stock of the Company, in which case, the exercise price   per Share shall be 110% of the Fair Market Value per Share.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(D) subject   to Section 10 hereof, the Subsequent Option, one-third of the Shares shall   become exercisable 12 months after the date of grant, provided that the   Optionee continues to serve as a Director on such date, an additional   one-third of the Shares shall become exercisable 12 months thereafter,   provided that the Optionee continues to serve as a Director on such date, and   the last on-third of the Shares shall become exercisable 12 months   thereafter, provided that the Optionee continues to serve as a Director on   such date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 viii. 
  	
  
 
  	
  
In the event   that any Option granted under the Plan would cause the number of Shares   subject to outstanding Options plus the number of Shares previously purchased   under Options to exceed the Pool, then the remaining Shares available for   Option grant shall be granted under Options to the Directors on a pro rata   basis. No further grants shall be made until such time, if any, as additional   Shares become available for grant under the Plan through action of the Board   or the stockholders to increase the number of Shares which may be issued   under the Plan or through cancellation or expiration of Options previously   granted hereunder.
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 ix. 
  	
  
 
  	
  
Each Option   shall be designated in the Option Agreement as either an Incentive Stock   Option or a Nonstatutory Stock Option, provided, however, that only Directors   who are also Employees may be granted Incentive Stock Options. Moreover,   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.
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  5.
  	
  
Eligibility.   Options may be granted only to Directors. All Options shall be automatically   granted in accordance with the terms set forth in Section 4 hereof.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Plan   shall not confer upon any Optionee any right with respect to continuation of   service as a Director or nomination to serve as a Director, nor shall it   interfere in any way with any rights which the Director or the Company may   have to terminate the Director’s relationship with the Company at any time.
  
	
  
 
  	
  
 
  
	
  
6.
  	
  
Term of Plan.   The Plan shall become effective upon the closing date of the Company’s   initial public offering of its securities. It shall continue in effect for a   term of 10 years unless sooner terminated under Section 11 of the Plan.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
Form of   Consideration. The consideration to be paid for the   Shares to be issued upon exercise of an Option, including the method of   payment, shall consist of (i) cash, (ii) check, (iii) other shares which (x)   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 (y) 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, (iv)   consideration received by the Company under a cashless exercise program   implemented by the Company in connection with the Plan, or (v) any   combination of the foregoing methods of payment.
  



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8.
  	
  
Exercise of   Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
a.
  	
  
Procedure   for Exercise; Rights as a Stockholder. Any Option   granted hereunder shall be exercisable at such times as are set forth in   Section 4 hereof; provided, however, that no Options shall be exercisable   until stockholder approval of the Plan has been obtained.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
An Option   may not be exercised for a fraction of a Share.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
An Option   shall be deemed to be exercised when written notice of such exercise has been   given to the Company in accordance with the terms of the Option by the person   entitled to exercise the Option and full payment for the Shares with respect   to which the Option is exercised has been received by the Company. Full   payment may consist of any consideration and method of payment allowable   under Section 7 of the Plan. Until the issuance (as evidenced by the   appropriate entry on the books of the Company or of a duly authorized   transfer agent of the Company) of the stock certificate evidencing such   Shares, no right to vote or receive dividends or any other rights as a   stockholder shall exist with respect to the Optioned Stock, notwithstanding   the exercise of the Option. A share certificate for the number of Shares so acquired   shall be issued to the Optionee as soon as practicable after exercise of the   Option. No adjustment shall be made for a
dividend or other right for which   the record date is prior to the date the stock certificate is issued, except   as provided in Section 10 of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
Exercise of   an Option in any manner shall result in a decrease in the number of Shares   which thereafter may be 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 Continuous Status as a Director. Subject to   Section 10 hereof, in the event an Optionee’s status as a Director terminates   (other than upon the Optionee’s death or Disability), the Optionee may   exercise his or her Option, but only within three months following the date   of such termination, and only to the extent that the Optionee was entitled to   exercise it on the date of such termination (but in no event later than the   expiration of its ten-year term). To the extent that the Optionee was not   vested as to his or her entire Option on the date of such termination, 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.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
c.
  	
  
Disability   of Optionee. In the event Optionee’s status as a   Director terminates as a result of Disability, the Optionee may exercise his   or her Option, but only within 12 months following the date of such   termination, and only to the extent that the Optionee was entitled to   exercise it on the date of such termination (but in no event later than the   expiration of its ten-year term). To the extent that the Optionee was not   vested as to his or her entire Option on the date of termination, 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. In the event of an Optionee’s death, the   Optionee’s estate or a person who acquired the right to exercise the Option   by bequest or inheritance may exercise the Option, but only within 12 months   following the date of death, and only to the extent that the Optionee was   entitled to exercise it on the date of death (but in no event later than the   expiration of its ten-year term). To the extent that the Optionee was not   vested as to his or her entire an Option on the date of death, the Shares   covered by the unvested portion of the Option shall revert to the Plan. To   the extent that the Optionee’s estate or a person who acquired the right to   exercise such Option does not exercise such Option (to the extent otherwise   so entitled) within the time specified herein, the Option shall terminate,   and the Shares covered by such Option shall revert to the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
9.
  	
  
Non-Transferability   of Options. The Option 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. The terms of the   Option shall be binding upon the executors, administrators, heirs, successors   and assigns of the Optionee.
  



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10.
  	
  
Adjustments   Upon Changes in Capitalization, Dissolution, Merger or Change in Control.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
a.
  	
  
Changes in   Capitalization. Subject to any required action by   the stockholders of the Company, the number of Shares covered by each   outstanding Option, the number of Shares which have been authorized for   issuance under the Plan but as to which no Options have yet been granted or   which have been returned to the Plan upon cancellation or expiration of an   Option, as well as the price per Share covered by each such outstanding   Option, and the number of Shares issuable pursuant to the automatic grant   provisions of Section 4 hereof shall be proportionately adjusted for any   increase or decrease in the number of issued Shares resulting from a stock   split, reverse stock split, stock dividend, combination or reclassification   of the Common Stock, or any other increase or decrease in the number of   issued Shares 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.” 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 subject   to an Option.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
b.
  	
  
Dissolution   or Liquidation. In the event of the proposed   dissolution or liquidation of the Company, to the extent that an Option has   not been previously exercised, it shall terminate immediately prior to the   consummation of such proposed action.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
c.
  	
  
Merger or   Change in Control. In the event of a merger of the   Company with or into another corporation or a Change in Control of the   Company, outstanding Options may be assumed or equivalent options may be   substituted by the successor corporation or a Parent or Subsidiary thereof   (the “Successor Corporation”). If an option is assumed or substituted for,   the Option or equivalent option shall continue to be exercisable as provided   in Section 4 hereof for so long as the Optionee serves as a Director or a   director of the Successor Corporation. Following such assumption or   substitution, if the Optionee’s status as a Director or director of Successor   Corporation, as applicable, is terminated other than upon a voluntary   resignation by the Optionee, the Option or option shall become fully   exercisable, including as to Shares for which it would not otherwise be   exercisable. Thereafter, the Option or option shall remain
exercisable in   accordance with Section 8(b) through (d) above.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If the   Successor Corporation does not assume an outstanding Option or substitute for   it an equivalent option, the Option shall become fully vested and   exercisable, including as to Shares for which it would not otherwise be   exercisable. In such event the Board shall notify the Optionee that the   Option shall be fully exercisable for a period of thirty (30) days from the   date of such notice, and upon the expiration of such period the Option shall   terminate.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For the   purposes of this Section 10(c), an Option shall be considered assumed if,   following the merger or Change in Control, the Option confers the right to   purchase or receive, for each Share of Optioned Stock subject to the Option   immediately prior to the merger or Change in Control, the consideration   (whether stock, cash, or other securities or property) received in the merger   or Change in Control 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). If such consideration received in the merger or   Change in Control 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, for each Share of Optioned
Stock subject to the Option, 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 Change in Control.
  



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11.
  	
  
Amendment   and Termination of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
a.
  	
  
Amendment   and Termination. The Board may at any time amend,   alter, suspend, or discontinue the Plan, but no amendment, alteration,   suspension, or discontinuation shall be made which would impair the rights of   any Optionee under any grant theretofore made, without his or her consent. In   addition, to the extent necessary and desirable to comply with any applicable   law, regulation or stock exchange rule, the Company shall obtain stockholder   approval of any Plan amendment in such a manner and to such a degree as   required.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
b.
  	
  
Effect of   Amendment or Termination. Any such amendment or   termination of the Plan shall not affect Options already granted and such   Options shall remain in full force and effect as if this Plan had not been   amended or terminated.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
12.
  	
  
Time of   Granting Options. The date of grant of an Option   shall, for all purposes, be the date determined in accordance with Section 4   hereof.
  
	
  
 
  	
  
 
  
	
  
13.
  	
  
Conditions   Upon Issuance of Shares. Shares shall not be issued   pursuant to the exercise of an Option unless the exercise of such Option and   the issuance and delivery of such Shares pursuant thereto shall comply with   all relevant provisions of law, including, without limitation, the Securities   Act of 1933, as amended, the Exchange Act, the rules and regulations   promulgated thereunder, state securities laws, and the requirements of any   stock exchange upon which the Shares may then be listed, and shall be further   subject to the approval of counsel for the Company with respect to such   compliance.
  
	
   
  	
  
 
  
	
  
 
  	
  
As a   condition to the exercise of an Option, the Company may require the person   exercising such Option to represent and warrant at the time of any such   exercise that the Shares are being purchased only for investment and without   any present intention to sell or distribute such Shares, if, in the opinion   of counsel for the Company, such a representation is required by any of the   aforementioned relevant provisions of law.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
14.
  	
  
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.
  
	
  
 
  	
  
 
  
	
  15.
  	
  Option   Agreement. Options shall be evidenced by written   option agreements in such form as the Board shall approve.
  



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