EXHIBIT 10.6


NuVim, Inc.


2005 INCENTIVE STOCK OPTION PLAN

	
  
1.
  	
  
Purposes of   the Plan. The purposes of this 2005 Employee Stock   Incentive Plan are:
  
	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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to attract   and retain the best available personnel for positions of substantial   responsibility,
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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to provide   additional incentive to Employees and Consultants, and
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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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.
  




	
  
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 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 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 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 effective date of the Plan, 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 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.
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
e.
  	
  
“Code”   means the Internal Revenue Code of 1986, as amended.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
f.
  	
  
“Committee”   means a committee of Directors appointed by the Board in accordance with   Section 4 of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
g.
  	
  
“Common   Stock” means the common stock of the Company.
  









	
   
  	
  
 
  	
  
h.
  	
  
“Company”   means NuVim, Inc., Inc., a Delaware corporation.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
i.
  	
  
“Consultant”   means any natural person, including an advisor, engaged by 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 in Section 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 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 90 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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
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 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 on the day 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 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.
  	
  
“Nonstatutory   Stock Option” means an Option not intended to qualify as an Incentive   Stock Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
q.
  	
  
“Notice   of Grant” means a written or electronic notice evidencing certain terms   and conditions of an individual Option or grant. The Notice of Grant is part   of the Option Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
r.
  	
  
“Officer”   means a person who is an officer of the Company within the meaning of   Section 16 of the Exchange Act and the rules and regulations promulgated   thereunder.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
s.
  	
  
“Option”   means a stock option granted pursuant to the Plan.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
t.
  	
  
“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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
u.
  	
  
“Option   Exchange Program” means a program whereby outstanding Options are   surrendered in exchange for Options with a lower exercise price.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
v.
  	
  
“Optioned   Stock” means the Common Stock subject to an Option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
w.
  	
  
“Optionee”   means the holder of an outstanding Option granted under the Plan.
  




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x.
  	
  
“Parent”   means a “parent corporation,” whether now or hereafter existing, as defined   in Section 424(e) of the Code.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
y.
  	
  
“Plan”   means this 2005 Incentive Stock Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
z.
  	
  
“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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
aa.
  	
  
“Section 16(b)   “ means Section 16(b) of the Exchange Act.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
bb.
  	
  
“Service   Provider” means an Employee, Director or Consultant.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
cc.
  	
  
“Share”   means a share of the Common Stock, as adjusted in accordance with   Section 13 of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
dd.
  	
  
“Subsidiary”   means a “subsidiary corporation”, whether now or hereafter existing, as   defined in Section 424(f) of the Code.
  




	
  
 3. 
  	
  
 
Stock Subject to the Plan. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 1,500,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock. 
 
	
  
 
  	
  
 
  
	
  
 
  	
  

If an Option expires or becomes unexercisable without having been exercised in
full, or is surrendered pursuant to an Option Exchange Program, 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 shall not be returned
to the Plan and shall not become available for future distribution under the
Plan.
 




	
  4.
  	
  
Administration   of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
a.
  	
  
Procedure.
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
i.
  	
  
 
  	
  
Multiple   Administrative Bodies. Different Committees with   respect to different groups of Service Providers may administer the Plan.
  
	
   
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
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.
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
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.
  	
  
 
  	
  
Other   Administration. Other than as provided above, the   Plan shall be administered by (A) the Board or (B) a Committee, which   committee 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;
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
ii.
  	
  
 
  	
  
to select   the Service Providers to whom Options may be granted hereunder;
  
	
   
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
iii.
  	
  
 
  	
  
to determine   the number of shares of Common Stock to be covered by each Option 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 granted hereunder. Such terms and conditions include, but are not   limited to, the exercise price, the time or times when Options may be   exercised (which may be based on performance criteria), any vesting   acceleration or waiver of forfeiture restrictions, and 
  




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any   restriction or limitation regarding any Option or 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 reduce   the exercise price of any Option to the then current Fair Market Value if the   Fair Market Value of the Common Stock covered by such Option shall have   declined since the date the Option was granted;
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
vii.
  	
  
 
  	
  
to institute   an Option Exchange Program;
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
viii.
  	
  
 
  	
  
to construe   and interpret the terms of the Plan and awards granted pursuant to the Plan;
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
ix.
  	
  
 
  	
  
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   satisfying applicable foreign laws;
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
x.
  	
  
 
  	
  
to modify or   amend each Option (subject to Section 14(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;
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
xi.
  	
  
 
  	
  
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 that   number of Shares having a Fair Market Value equal to the 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;
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
xii.
  	
  
 
  	
  
to authorize   any person to execute on behalf of the Company any instrument required to   effect the grant of an Option previously granted by the Administrator;
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
xiii.
  	
  
 
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
5.
  	
  
Eligibility.   Nonstatutory Stock Options may be granted to Service Providers. 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 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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
7.
  	
  
Term of Plan.   Subject to Section 19 of the Plan, the Plan shall become
  effective upon its adoption by the Board. It shall continue in effect for a   term of 10 years unless terminated earlier under Section 
15 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 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 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 years from the date of grant   or such shorter term as may be provided in the Option Agreement.
  




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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
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
1.
  	
  
 
  	
  
granted to   an Employee who, at the time the Incentive Stock Option is granted, owns   stock representing more than 10% of the voting power of all classes of stock   of the Company or any Parent or Subsidiary, the per Share exercise price   shall be no less than 110% of the Fair Market Value per Share on the date of   grant.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
2.
  	
  
 
  	
  
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.
  	
  
 
  	
  
In the case   of a Nonstatutory Stock Option, the per Share exercise price shall be   determined by the Administrator. In the case of a Nonstatutory Stock Option   intended to qualify as “performance-based compensation” within the meaning of   Section 162(m) of the Code, 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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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 that 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, in the case of Shares acquired directly or indirectly from the   Company, (A) have been owned by the Optionee for more than six (6)   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 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 
  




5








	
  
 
  	
  
 
  	
  
 
  	
  
determined   by the Administrator and set forth in the Option Agreement. Unless the   Administrator provides otherwise, vesting of Options granted hereunder shall   be suspended during any unpaid leave of absence. An Option may not be   exercised for a fraction of a Share.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
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, and (ii) full payment for   the Shares with respect to which the Option is exercised. 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 13 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 three 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 by the Administrator, the Option   shall terminate, and the Shares covered
by such Option shall revert to the   Plan.
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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 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 following the Optionee’s death within   such period of time as is specified in the Option Agreement to the extent   that the Option is vested on the date of death (but in no event may the   option be exercised later than the expiration of the term of such Option as   set forth in the Option Agreement), by the Optionee’s designated beneficiary,   provided such beneficiary has been designated prior to Optionee’s death in a   form acceptable to the Administrator. If no such beneficiary has been   designated by the Optionee, then such Option may be exercised by the personal   representative of the Optionee’s estate or by the person(s) to whom the   Option is transferred pursuant to the Optionee’s will or in accordance with   the laws of descent and distribution. In the absence of a specified time in   the Option Agreement, the Option shall
remain exercisable for 12 months   following Optionee’s death. If, at the time of death, 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. 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.
  



6







	
  
11.
  	
  
Transferability   of Options. Unless determined otherwise by the   Administrator, an 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. If the Administrator makes an Option   transferable, such Option shall contain such additional terms and conditions   as the Administrator deems appropriate.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
12.
  	
  
Adjustments   Upon Changes in Capitalization, Merger or Change in Control.
  
	
  
 
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
a.
  	
  
Changes in   Capitalization. Subject to any required action by   the stockholders of the Company, the number of shares of Common Stock that   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, the number of Shares that may be   added annually to the Plan pursuant to Section 3(i)and the number of shares   of Common Stock as well as the price per share of Common Stock covered by   each such outstanding Option, 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.
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
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 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 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 will 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, each   outstanding Option 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, the Optionee shall fully vest in and 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. If an Option 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 shall be fully vested and exercisable for a   period of 15 days from the date of such notice, and the Option shall   terminate upon the expiration of such period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For the   purposes of this subsection (c), the Option shall be considered assumed if,   following the merger or Change in Control, the option or right 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); provided, however, that 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 
  



7







	
  
 
  	
  
 
  	
  
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.
  




	
  
13.
  	
  
Date of   Grant. The date of grant of an Option shall be, for   all purposes, the date on which the Administrator makes the determination   granting such Option, 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.
  
	
  
 
  	
  
 
  
	
  14.
  	
  
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. The Company shall obtain stockholder   approval of any Plan amendment to the extent necessary and desirable to   comply with Applicable 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 to exercise the powers granted to it hereunder with respect to   Options granted under the Plan prior to the date of such termination.
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
15.
  	
  
Conditions   Upon Issuance of Shares.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
   
 	
  
a.
  	
  
Legal   Compliance. 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 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, 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.
  
	
   
  	
   
 	
  
 
  	
  
 
  
	
  
16.
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
17.
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
18.
  	
  
Stockholder   Approval. The Plan shall be subject to approval by   the stockholders of the Company within 12 months after the date the Plan is   adopted. Such stockholder approval shall be obtained in the manner and to the   degree required under Applicable Laws.
  
	
   
  	
   
  
	
  19.
  	
  Effective   Date of the Plan. The Plan shall be effective upon   the closing of the Company’s initial public offering of securities.
  



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