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                                                                    Exhibit 10.2

                                  EGENERA, INC.

                2001 CALIFORNIA STOCK OPTION/STOCK ISSUANCE PLAN

      1.    Purpose. This 2001 California Stock Option/Stock Issuance Plan (the
"Plan") is intended to promote the interests of Egenera, Inc. by giving
incentives to eligible officers and other employees and directors of and
consultants and advisors to Egenera, Inc. (the "Company"), its parent (if any)
and any present or future subsidiaries of the Company (collectively, "Related
Corporations") through providing opportunities to acquire stock in the Company.
As used herein, the terms "parent" and "subsidiary" mean "parent corporation"
and "subsidiary corporation", respectively, as those terms are defined in
Sections 424(e) and 424(f) or successor provisions of the Internal Revenue Code
of 1986 as amended from time to time (the "Code").

      2.    Structure of the Plan. The Plan permits the following separate types
of grant:

      A.    Options may be granted hereunder to purchase shares of common stock
of the Company. These options may meet the requirements of Section 422 of the
Code ("Incentive Stock Options" or "ISOs"); or, they may not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are sometimes
referred to hereinafter as "Options".

      B.    Awards of stock in the Company ("Awards") may be granted.

      C.    Opportunities to make direct purchases of stock in the Company
("Purchases") may be authorized.

Options, Awards and authorizations to make Purchases are sometimes referred to
hereinafter as "Stock Rights".

      3.    Administration of the Plan.

      A.    The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may in its sole discretion grant Options,
authorize Purchases and grant Awards, as provided in the Plan. The Board shall
have full power and authority, subject to the express provisions of the Plan, to
construe and interpret the Plan and all Option agreements, Purchase
authorizations and Award grants thereunder, to establish, amend and rescind such
rules and regulations as it may deem appropriate for the proper administration
of the Plan, to determine in each case the terms and provisions that shall apply
to a particular Option agreement, Purchase authorization, or Award grant, and to
make all other determinations that are, in the Board's judgment, necessary or
desirable for the proper administration of the Plan. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
Option agreement, Purchase authorization or Award grant in the manner and to the
extent it shall, in its sole discretion, consider expedient. Decisions of the
Board shall be final and binding on all parties who have an interest in the Plan
or any Option, Purchase, Award, or stock issuance

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thereunder. No director or person acting pursuant to authority delegated by the
Board shall be liable for any action or determination under the Plan made in
good faith.

      B.    The Board may, to the full extent permitted by and consistent with
applicable law and the Company's By-laws, and subject to Subparagraph D
hereinbelow, delegate any or all of its powers with respect to the
administration of the Plan to a committee (the "Committee") appointed by the
Board. If a Committee has been appointed, all references in this Plan to the
Board shall mean and relate to that Committee.

      C.    Those provisions of this Plan that make express reference to Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule ("Rule 16b-3"), or that are required in order for
certain option transactions to qualify for exemption under Rule 16b-3, shall
apply only to those persons required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person").

      D.    If the Company registers any class of equity security under Section
12 of the Exchange Act, the selection of a director or an officer (as the terms
"director" and "officer" are defined for purposes of Rule 16b-3) as a recipient
of an option, the timing of the option grant, the exercise price of the option
and the number of shares subject to the option shall be determined either (i) by
the Board, if all of the Board members are disinterested persons within the
meaning of Rule 16(b)(3), or (ii) by two or more directors having full authority
to act in the matter, each of whom shall be such a disinterested person.

      4.    Eligible Employees and Others. ISOs may be granted to any employee
of the Company or of any Related Corporation. No person who is not such an
employee may be granted an ISO. Non-Qualified Options, Awards, and
authorizations to make Purchases may be granted to any employee, officer or
director of, or consultant or advisor to the Company or any Related Corporation.
The granting of any Stock Right to any individual or entity shall neither
entitle that individual or entity to, nor disqualify him from, participation in
any other grant of Stock Rights.

      5.    Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company ("Common Stock"),
or shares of Common Stock reacquired by the Company in any manner. Subject to
adjustment as provided in Paragraph 14, the aggregate number of shares that may
be issued under the Plan is 15,250,000 shares of Common Stock. In no event shall
the number of shares subject to all Options, Awards or Purchases under the Plan
at the time of the grant of, and including the shares subject to, any Option,
Award or Purchase exceed 15,250,000 shares of Common Stock (as adjusted pursuant
to Paragraph 14) (a) less (i) the number of shares then subject to options
granted pursuant to the Company's Amended and Restated 2000 Stock Option/Stock
Issuance Plan (the "A&R Plan") and (ii) without duplication of any shares
described in the foregoing clause (i), the number of shares previously issued
pursuant to the exercise of any option granted, or award or purchase under the
A&R Plan, (c) plus the number of shares originally issued pursuant to the
exercise of any option granted, or award or purchase under the A&R Plan or this
Plan that are repurchased by the Company pursuant to contractual rights held by
the Company and at repurchase prices not exceeding the respective original
purchase prices (or fair market value of such shares as

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approved by the Board of Directors) paid by such persons to the Company. If any
option granted under the Plan or under the A&R Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject to
such Option or option shall again be available for grants of Stock Rights under
the Plan.

      6.    Option Agreements. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement in such form not
inconsistent with the Plan as the Board shall approve. These option agreements
may differ among recipients. Each option agreement with respect to an ISO shall
be subject to the provisions of the Plan applicable to ISOs. The Board may, in
its sole discretion, include additional provisions in option agreements,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guarantee loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board; provided, however, that such
additional provisions shall not be inconsistent with any provision of the Plan
and such additional provisions shall not cause any ISO granted under the Plan to
fail to qualify as an incentive stock option within the meaning of Section 422
of the Code.

      7.    Option Exercise Price.

      A.    Subject to Subparagraph 3D of this Plan and Subparagraphs B, C and D
of this Paragraph 7, the purchase price per share of Common Stock deliverable
upon the exercise of an Option and the purchase price of Common Stock acquired
pursuant to Purchases under this Plan (the "exercise price") shall be determined
by the Board.

      B.    In the case of an ISO, the exercise price shall not be less than
100% of the fair market value of Common Stock, as determined by the Board, at
the time of grant of such option, or less than 110% of such fair market value in
the case of an ISO granted to the owner of stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Related Corporation (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code) (a "10% Shareholder").

      C.    The exercise price of each Non-Qualified Option granted under the
Plan shall in no event be less than 85% of the fair value per share of Common
Stock, as determined by the Board, on the date of grant, or less than 110% of
such fair value in the case of a Non-Qualified Option granted to a 10%
Shareholder.

      D.    The purchase price of each share issued pursuant to Awards or
Purchases under the Plan shall in no event be less than 85% of the fair market
value of Common Stock, as determined by the Board, at the time of grant of such
Award or at the time of the Purchase of such shares, or less than 100% of such
fair market value in the case of a grant to a 10% Shareholder.

      8.    Cancellation and New Grant of Options, Etc. The Board shall have the
authority to effect, at any time and from time to time, with the consent of the
affected optionees, (i) the cancellation of any or all outstanding Options and
the grant in substitution therefor of new

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Options covering the same or different shares of Common Stock and having an
exercise price per share that may be lower or higher than the exercise price per
share of the canceled Options, or (ii) the amendment of the terms of any and all
outstanding Options to provide an exercise price per share that is higher or
lower than the then-current exercise price per share of such outstanding
Options.

      9.    Exercise of Options.

      A.    Each Option granted under the Plan shall be exercisable either in
full or in installments at such time or times and during such period as shall be
set forth in the agreement evidencing the Option, subject to the provisions of
the Plan. An option agreement may permit the Option granted thereunder to be
exercised before it is vested (an "Early Exercise"), subject to the Company's
right of repurchase, under a Stock Restriction Agreement (as defined below) to
be executed by the option holder and the Company at the time of such Early
Exercise, over any shares acquired under the unvested portion of the Option,
which right of repurchase shall lapse at the same time the Option would have
vested had there been no Early Exercise. Unless doing so would have the effect
of causing an ISO to be treated as a Non-Qualified Option, the board may, in its
sole discretion, after consideration of such factors as it considers relevant
(which may include the impact, if any, on the Company's financial statements of
such change in the terms of the Option or Options), (i) accelerate the date or
dates on which all or any particular Option or Options granted under the Plan
may be exercised or (ii) extend the dates during which all, or any particular,
Option or Options granted under the plan may be exercised.

      B.    Options granted under the Plan may provide for payment of the
exercise price by delivery of cash or a check payable to the order of the
Company, or, to the extent (if at all) provided in the option agreement: (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value determined by the Board to be equal
in amount to the exercise price of the Options being exercised, or (ii) by
delivery of a recourse promissory note of the optionee bearing interest payable
not less than annually at the applicable Federal rate as defined in Section
1274(d) of the Code and otherwise payable on such terms as are specified by the
Board, or (iii) by requesting that the Company withhold shares of Common Stock
of the Company issuable upon exercise of the Options having a fair market value
determined by the Board to be equal in amount to the exercise price of the
Options being exercised, or (iv) by any combination of the above methods of
payment.

      10.   Vesting and Option Period.

      A.    Except in the case of Options or Awards granted to, or Purchases
made by, officers, directors or consultants to the Company or its affiliates,
the date or schedule of dates on which Options are first permitted to be
exercised, or under which the Company's right to repurchase at the original
purchase price (or nominal price in the case of an Award) shares acquired under
this Plan through Awards or Purchases first begins to lapse, shall provide for
the right to exercise (or lapse of the right to repurchase) at the rate of at
least 20% per year over 5 years from the date the Option or Award is granted or
Purchase is made, subject to reasonable conditions such as continued employment.
The repurchase price for vested shares shall be no less than their fair value,
as determined by the Board of Directors, as of the repurchase date.

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Any right of the Company to repurchase shares acquired hereunder must be for
cash or cancellation of purchase money indebtedness and must terminate not
longer 90 days following termination of employment, or with respect to shares
issued upon exercise of options after termination of employment not longer than
90 days after such issuance, or upon the date on which shares of the Company's
common stock become publicly traded.

      B.    Subject to earlier termination under other provisions of this Plan,
each Option and all rights thereunder shall expire on such date as shall be set
forth in the applicable option agreement, except that such expiration date shall
not be later than ten years after the date on which the Option is granted and,
in the case of an ISO granted to a 10% Shareholder as defined in Subparagraph 7B
of this Plan, such expiration date shall not be later than five years after the
date on which the ISO is granted

      11.   Nontransferability of Options. Options or other rights to purchase
securities shall not be assignable or transferable by the optionee, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the optionee, shall be exercisable only by
the optionee.

      12.   Effect of Termination of Employment or Other Relationship. Except as
otherwise provided in Paragraph 10 and Subparagraph 13C with respect to ISOs,
and subject to all other provisions of the Plan, the Board shall determine the
period of time during which an optionee may exercise an Option following (i) the
termination of the optionee's employment or other relationship with the Company
or a Related Corporation or (ii) the death or disability of the optionee. Such
periods shall be set forth in the agreement evidencing the Option; provided,
however, that in the event of termination of an optionee's employment or other
relationship with the Company, unless such termination is for cause (as defined
in the agreement evidencing the Option), such optionee shall have the right to
exercise the Option, to the extent he or she was otherwise entitled to exercise
such option on the date of termination, for at least: (a) six months from the
date of termination if termination was caused by the optionee's death or
"permanent total disability" (within the meaning of Section 22(e)(3) of the
Code), or (b) 30 days from the date of termination, if termination was caused
other than by such optionee's death or "permanent total disability" (within the
meaning of Section 22(e)(3) of the Code).

      13.   Additional ISO Requirements. ISOs granted under the Plan are subject
to the minimum exercise price rules set forth in Subparagraph 7B hereof, the
option period rules of Paragraph 10 hereof, and various other restrictions set
forth elsewhere in this Plan. In addition, ISOs granted under the Plan are
subject to the following:

      A.    Each ISO granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement evidencing such Option.

      B.    In no event shall the aggregate fair market value (determined at the
time an ISO is granted) of Common Stock for which ISOs granted to any employee
are exercisable for the first time by such employee during any calendar year
(under all stock option plans of the Company and any Related Corporation) exceed
One Hundred Thousand Dollars ($100,000); provided, however, that this
Subparagraph B shall have no force or effect if its inclusion in the Plan is not

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necessary for Options issued as ISOs to qualify as incentive stock options
within the meaning of Section 422 of the Code. Any Option that would, but for
its failure to satisfy the foregoing restriction, qualify as an ISO shall
nevertheless be a valid Option, but to the extent of such failure it shall be
deemed to be a Non-Qualified Option.

      C.    No ISO may be exercised unless, at the time of such exercise, the
optionee is, and has been continuously since the date of grant of the ISO,
employed by the Company or a Related Corporation, except that:

            (i)   An ISO may be exercised within the period of three (3) months
      after the date the optionee ceases to be an employee of the Company and
      any Related Corporation (or within such lesser period as may be specified
      in the option agreement); provided, however, that the option agreement may
      designate a longer exercise period, in which case the exercise after such
      three-month period shall be treated as the exercise of a Non-Qualified
      Option.

            (ii)  If the optionee dies while in the employ of the Company or a
      Related Corporation, or within three (3) months after the optionee ceases
      to be such an employee of the Company or a Related Corporation, the ISO
      may be exercised by the person to whom it is transferred by will or the
      laws of descent and distribution within the period of one (1) year after
      the date of death (or within such lesser period as may be specified in the
      option agreement).

            (iii) If the optionee becomes disabled (within the meaning of
      Section 22(e)(3) of the Code) while in the employ of the Company or a
      Related Corporation, the ISO may be exercised within the period of one (1)
      year after the date the optionee's employment ceases because of such
      disability (or within such lesser period as may be specified in the option
      agreement).

For all purposes of the Plan and any agreement evidencing an Option,
"employment" shall be defined in accordance with the provisions of Treasury
Regulation Section 1.421-7(h) under the Code (or any successor regulations).
Notwithstanding the foregoing provisions, no ISO may be exercised after its
expiration date.

      14.   Adjustments.

      A.    If, through or as a result of any merger, consolidation, sale of all
or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (a) the maximum number
and kind of shares reserved for issuance under the Plan, (b) the number and kind
of shares or other securities subject to any then outstanding Options under the
Plan, and (c) the price for each share subject to any then outstanding Options
under the Plan, without changing

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the aggregate purchase price as to which such Options remain exercisable. No
fractional shares shall be issued under the Plan on account of any such
adjustments. Notwithstanding the foregoing provisions of this Subparagraph A, no
adjustment shall be made pursuant to this Paragraph 14 if such adjustment would
cause any ISO granted under the Plan to fail to qualify as an incentive stock
option within the meaning of Section 422 of the Code.

      B.    Any adjustments under this Paragraph 14 shall be made by the Board
of Directors, whose determination as to what adjustments, if any, will be made
and the extent thereof shall be final, binding and conclusive.

      15.   Rights as a Shareholder. The holder of an Option shall have no
rights as a shareholder with respect to any shares covered by the option
(including, without limitation, any voting rights, rights to receive or inspect
the Company's balance sheets or financial statements, or any rights to receive
dividends or non-cash distributions with respect to such shares) until the date
of issue of a stock certificate for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued. Notwithstanding anything to the contrary herein,
each optionee shall receive financial reports (which need not be audited) of the
Company at least annually, provided that the Company shall be under no
obligation to provide such reports to key employees whose duties in connection
with the Company assure their access to equivalent information.

      16.   Merger, Consolidation. Asset Sale, Liquidation. Etc.

      A.    Except as may otherwise be provided in the applicable option
agreement, in the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity, or in the event of the liquidation of the
Company, the Board, or the board of directors of any corporation assuming the
obligations of the Company, shall, in its discretion, take any one or more of
the following actions, as to outstanding Options: (i) provide that such Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof), provided, however, that any
such Options substituted for ISOs shall meet the requirements of Section 424(a)
of the Code; (ii) upon written notice to the optionees, provide that any and all
outstanding Options shall become exercisable in full (to the extent not
otherwise so exercisable) as of a specified date or time ("Accelerated Vesting
Date") prior to the consummation of such transaction, and that all unexercised
Options shall terminate as of a specified date or time ("Accelerated Expiration
Date") following the Accelerated Vesting Date unless exercised by the optionee
prior to the Accelerated Expiration Date, provided, however, that optionees
shall be given a reasonable period of time within which to exercise or provide
for the exercise of outstanding Options following such written notice and before
the Accelerated Expiration Date; (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), terminate each outstanding Option in exchange for a
payment, made or provided for by the Company, equal in amount to the excess, if
any, of the Merger Price over the per-share exercise price of each such Option,
times the number of shares of Common Stock subject to such Option; or (iv)
terminate each outstanding Option in exchange for a cash

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payment equal in amount to the product of the excess, if any, of the fair market
value of a share of Common Stock over the per-share exercise price of each such
Option, times the number of shares subject to such Option. The Board shall
determine the fair market value of a share of Common Stock for purposes of the
foregoing, and the Board's determination of such fair market value shall be
final, binding and conclusive.

      B.    The Company may grant Options under the Plan in substitution for
Options held by employees of another corporation who become employees of the
Company or a subsidiary of the corporation as the result of a merger or
consolidation of the employing corporation with the Company or a subsidiary of
the Company, or as a result of the acquisition by the Company or one of its
subsidiaries of property or stock of the employing corporation. The Company may
direct that substitute Options be granted on such terms and conditions as the
Board considers appropriate in the circumstances.

      17.   Stock Restriction Agreement. As a condition to the grant of an Award
or a Purchase authorization under the Plan, the recipient of the Award or
Purchase authorization shall execute an agreement ("Stock Restriction
Agreement") in such form not inconsistent with the Plan as may be approved by
the Board. Stock Restriction Agreements may differ among recipients. Stock
Restriction Agreements may include any provisions the Board determines should be
included and that are not inconsistent with any provision of the Plan.

      18.   No Special Employment Rights. Nothing contained in the Plan or in
any option agreement or other agreement or instrument executed pursuant to the
provisions of the Plan shall confer upon any optionee any right with respect to
the continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the compensation of the optionee.

      19.   Other Employee Benefits. Except as to plans that by their terms
include such amounts as compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale of shares received upon such exercise, or as a result of the grant of an
Award or the authorization or making of a Purchase will constitute compensation
with respect to which any other employee benefits of such employee are
determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board.

      20.   Amendment of the Plan.

      A.    The Board may at any time, and from time to time, modify or amend
the Plan in any respect, except as otherwise expressly provided in this Plan;
provided, however, that if at any time the approval of the shareholders of the
Company is required under the Code with respect to ISOs, or is required under
Rule 16b-3, the Board may not effect such modification or amendment without such
approval.

      B.    The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect the optionee's rights under an
Option previously granted. With the consent of the optionee affected, the Board
may amend outstanding option agreements in a

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manner not inconsistent with the Plan. The Board shall have the right to amend
or modify (i) the terms and provisions of the Plan and of any outstanding ISO
granted under the Plan to the extent necessary to qualify any or all such
Options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options within the
meaning of Section 422 of the Code, and (ii) the terms and provisions of the
Plan and of any outstanding Option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.

      21.   Investment Representations. The Board may require any person to whom
an Option is granted, as a condition of exercising such Option, and any person
to whom an Award is granted or a Purchase is authorized, as a condition thereof,
to give written assurances in substance and form satisfactory to the Board to
the effect that such person is acquiring the Common Stock subject to the Option,
Award or Purchase for such person's own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

      22.   Compliance With Securities Laws. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition. At no time shall the total number of securities issuable by the
Company upon exercise of all outstanding options and the total number of shares
provided for under any stock bonus or similar plan or agreement of the Company
exceed 30% of the total outstanding shares of the Company or such other
percentage as may be approved by a two-thirds vote of the shareholders of the
Company, in accordance with the conditions and exclusions of Rule 260.140.45 of
Title 10 of the California Code of Regulations (the "CCR"). Notwithstanding
anything to the contrary herein, each Option, Purchase or Award shall comply in
all respects with Section 260.140.41 and 260.140.42 of Title 10 of the CCR.

      23.   Withholding. The Company shall have the right to deduct from
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of Options under the Plan or upon the grant of an Award,
the making of a Purchase of Common Stock for less than its fair market value,
the making of a Disqualifying Disposition (as defined in Paragraph 24), or the
vesting of restricted Common Stock acquired pursuant to a Stock Right. The Board
in its sole discretion may condition the exercise of an Option, the grant of an
Award, the making of a Purchase, or the vesting of restricted shares acquired by
exercising a Stock Right on the grantee's payment of such additional withholding
taxes. Subject to the prior approval of the Company, which may be

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withheld by the Company in its sole discretion, the grantee may elect to satisfy
such obligations, in whole or in part, (i) by causing the Company to withhold
shares of Common Stock otherwise issuable pursuant to the exercise of a Stock
Right or (ii) by delivering to the Company shares of Common Stock already owned
by the grantee. The shares so delivered or withheld shall have a fair market
value equal to such withholding obligation, and shall not be subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements. The
fair market value of the shares used to satisfy such withholding obligation
shall be determined by the Company as of the date that the amount of tax to be
withheld is to be determined. Notwithstanding the foregoing, in the case of a
Reporting Person, no election to use shares for the payment of withholding taxes
shall be effective unless made in compliance with any applicable requirements of
Rule 16b-3 (unless it is intended that the transaction not qualify for exemption
under Rule 16b-3).

      24.   Notice to Company of Disqualifying Disposition. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition, as hereinafter defined, of any
Common Stock acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such Common Stock before
the later of (a) two (2) years after the date the employee was granted the ISO
or (b) one (1) year after the date the employee acquired Common Stock by
exercising the ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

      25.   Effective Date and Duration of the Plan.

      A.    The Plan shall become effective when adopted by the Board, but no
Stock Right granted under the Plan shall become exercisable unless and until the
Plan shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months after the date of the Board's
adoption of the Plan, Stock Rights previously granted under the Plan shall not
vest and shall terminate and shall be null and void and no Stock Rights shall be
granted thereafter under the Plan. Amendments to the Plan not requiring
shareholder approval shall become effective when adopted by the Board;
amendments requiring shareholder approval shall become effective when adopted by
the Board, but no stock Right granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such stock Right to a particular person) unless
and until such amendment shall have been approved by the Company's shareholders.
If such shareholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Stock Rights granted on or after the date of
such amendment shall terminate and become null and void to the extent that such
amendment was required to enable the Company to grant such Stock Rights to a
particular person. Subject to this limitation, Stock Rights may be granted under
the Plan at any time after the effective date and before the termination date of
the Plan.

      B.    Unless sooner terminated as provided elsewhere in this Plan, this
Plan shall terminate upon the close of business on the day next preceding the
tenth anniversary of the date of its adoption by the Board. Stock Rights
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such Stock Rights.

             Adopted by the Board of Directors on September 6, 2001.

                                                                              10

<PAGE>

                                 AMENDMENT NO. 1
                                       TO
                2001 CALIFORNIA STOCK OPTION/STOCK ISSUANCE PLAN

      This AMENDMENT is made as of March 31, 2002 (this "Amendment") to the
Egenera, Inc. 2001 California Stock Option/Stock Issuance Plan adopted by the
Board of Directors of Egenera, Inc. on September 6, 2001 (the "Plan").

      Section 1. Amendment to the Plan. The Plan is hereby amended by deleting
in its entirety the existing Section 5 of the Plan and inserting in place
thereof the following:

      5.    Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company ("Common Stock"),
or shares of Common Stock reacquired by the Company in any manner. Subject to
adjustment as provided in Paragraph 14, the aggregate number of shares that may
be issued under the Plan is 18,250,000 shares of Common Stock. In no event shall
the number of shares subject to all Options, Awards or Purchases under the Plan
at the time of the grant of, and including the shares subject to, any Option,
Award or Purchase exceed 18,250,000 shares of Common Stock (as adjusted pursuant
to Paragraph 14) (a) less (i) the number of shares then subject to options
granted pursuant to the Company's Amended and Restated 2000 Stock Option/Stock
Issuance Plan (as the same may be amended and in effect from time to time, the
"A&R Plan") and (ii) without duplication of any shares described in the
foregoing clause (i), the number of shares previously issued pursuant to the
exercise of any option granted, or award or purchase under the A&R Plan, (c)
plus the number of shares originally issued pursuant to the exercise of any
option granted, or award or purchase under the A&R Plan or this Plan that are
repurchased by the Company pursuant to contractual rights held by the Company
and at repurchase prices not exceeding the respective original purchase prices
(or fair market value of such shares as approved by the Board of Directors) paid
by such persons to the Company. If any option granted under the Plan or under
the A&R Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, the unpurchased shares subject to such Option or option shall again be
available for grants of Stock Rights under the Plan.

      Section 2. Effectiveness. This Amendment shall be effective as of the date
hereof upon the adoption of this Amendment by the Board.

      Section 3. Ratification. Except as otherwise expressly set forth herein,
all terms and conditions of the Plan are hereby ratified and confirmed and shall
remain in full force and effect.

      Adopted by the Board of Directors and Stockholders on March 31, 2002

                                                                              11

<PAGE>

                                 AMENDMENT NO. 2
                                       TO
                2001 CALIFORNIA STOCK OPTION/STOCK ISSUANCE PLAN

      This AMENDMENT is made as of May 15, 2002 (this "Amendment") to the
Egenera, Inc. 2001 California Stock Option/Stock Issuance Plan adopted by the
Board of Directors of Egenera, Inc. on September 6, 2001 and amended on March
31, 2002 (the "Plan").

      Section 1. Amendment to the Plan. The Plan is hereby amended by deleting
in its entirety the existing Section 5 of the Plan and inserting in place
thereof the following:

      5.    Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company ("Common Stock"),
or shares of Common Stock reacquired by the Company in any manner. Subject to
adjustment as provided in Paragraph 14, the aggregate number of shares that may
be issued under the Plan is 25,250,000 shares of Common Stock. In no event shall
the number of shares subject to all Options, Awards or Purchases under the Plan
at the time of the grant of, and including the shares subject to, any Option,
Award or Purchase exceed 25,250,000 shares of Common Stock (as adjusted pursuant
to Paragraph 14) (a) less (i) the number of shares then subject to options
granted pursuant to the Company's Amended and Restated 2000 Stock Option/Stock
Issuance Plan (as the same may be amended and in effect from time to time, the
"A&R Plan") and (ii) without duplication of any shares described in the
foregoing clause (i), the number of shares previously issued pursuant to the
exercise of any option granted, or award or purchase under the A&R Plan, (c)
plus the number of shares originally issued pursuant to the exercise of any
option granted, or award or purchase under the A&R Plan or this Plan that are
repurchased by the Company pursuant to contractual rights held by the Company
and at repurchase prices not exceeding the respective original purchase prices
(or fair market value of such shares as approved by the Board of Directors) paid
by such persons to the Company. If any option granted under the Plan or under
the A&R Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, the unpurchased shares subject to such Option or option shall again be
available for grants of Stock Rights under the Plan.

      Section 2. Effectiveness. This Amendment shall be effective as of the date
hereof upon the adoption of this Amendment by the Board.

      Section 3. Ratification. Except as otherwise expressly set forth herein,
all terms and conditions of the Plan are hereby ratified and confirmed and shall
remain in full force and effect.

       Adopted by the Board of Directors and Stockholders on May 15, 2002

                                                                              12

<PAGE>

         Amendment No. 3 to California Stock Option/Stock Issuance Plan

      This AMENDMENT is made as of December 19, 2003 (this "Amendment") to the
Egenera, Inc. 2001 California Stock Option/Stock Issuance Plan adopted by the
Board of Directors of Egenera, Inc. on September 6, 2001 and amended on each of
March 31, 2002 and May 15, 2002 (the "Plan").

      Section 1. Amendment to the Plan. The Plan is hereby amended by deleting
in its entirety the existing Section 5 of the Plan and inserting in place
thereof the following:

      5.    Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company ("Common Stock"),
or shares of Common Stock reacquired by the Company in any manner. Subject to
adjustment as provided in Paragraph 14, the aggregate number of shares that may
be issued under the Plan is 28,750,000 shares of Common Stock. In no event shall
the number of shares subject to all Options, Awards or Purchases under the Plan
at the time of the grant of, and including the shares subject to, any Option,
Award or Purchase exceed 28,750,000 shares of Common Stock (as adjusted pursuant
to Paragraph 14) (a) less (i) the number of shares then subject to options
granted pursuant to the Company's Amended and Restated 2000 Stock Option/Stock
Issuance Plan (as the same may be amended and in effect from time to time, the
"A&R Plan") and (ii) without duplication of any shares described in the
foregoing clause (i), the number of shares previously issued pursuant to the
exercise of any option granted, or award or purchase under the A&R Plan, (c)
plus the number of shares originally issued pursuant to the exercise of any
option granted, or award or purchase under the A&R Plan or this Plan that are
repurchased by the Company pursuant to contractual rights held by the Company
and at repurchase prices not exceeding the respective original purchase prices
(or fair market value of such shares as approved by the Board of Directors) paid
by such persons to the Company. If any option granted under the Plan or under
the A&R Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, the unpurchased shares subject to such Option or option shall again be
available for grants of Stock Rights under the Plan.

      Section 2. Effectiveness. This Amendment shall be effective as of the date
hereof upon the adoption of this Amendment by the Board.

      Section 3. Ratification. Except as otherwise expressly set forth herein,
all terms and conditions of the Plan are hereby ratified and confirmed and shall
remain in full force and effect.

    Adopted by the Board of Directors and Stockholders on December 19, 2003

                                                                              13

<PAGE>

                               AMENDMENT NO. 4 TO

           AMENDED AND RESTATED 2000 STOCK OPTION/STOCK ISSUANCE PLAN

                                     AND TO

                2001 CALIFORNIA STOCK OPTION/STOCK ISSUANCE PLAN

      This Amendment is made effective as of April 7, 2004 (this "Amendment") to
each of (a) the Egenera, Inc. Amended & Restated 2000 Stock Option/Stock
Issuance Plan adopted by the Board of Directors of Egenera, Inc. on April 28,
2000, as amended and restated on September 6, 2001 and amended on each of March
31, 2002, May 15, 2002 and December 19, 2003 (the "General Plan"), and (b) the
Egenera, Inc. 2001 California Stock Option/Stock Issuance Plan adopted by the
Board of Directors of Egenera, Inc. on September 6, 2001, as amended on each of
March 31, 2002, May 15, 2002 and December 19, 2003 (the "California Plan" and
together with the General Plan, the "Plans").

      Section 1. Section 9B of each of the Plans is hereby amended by deleting
in its entirety the existing Section 9B in each of the Plans and inserting in
place thereof the following new Section 9B:

            "B.   Options granted under the Plan may provide for payment of the
      exercise price to the extent (if at all) provided in the option agreement:
      (i) by delivery to the Company of cash or wire transfer or a check payable
      to the order of the Company in an amount equal to the purchase price per
      share as hereinabove set forth times the number of shares so purchased
      (the "exercise price"); (ii) by delivery of a recourse promissory note of
      the optionee bearing interest payable not less often than annually at such
      market rate for the optionee at the date of exercise as will avoid adverse
      accounting consequences (including without limitation variable security
      accounting treatment under generally accepted accounting principles) and
      otherwise payable on such terms as are specified by the Board in its sole
      discretion, together with cash, a wire transfer or a check payable to the
      Company in an amount equal to the par value of the shares to be issued
      upon exercise of this option; (iii) by delivery to the Company of shares
      of Common Stock of the Company already both owned and vested by the
      optionee for at least six (6) months having a fair market value, as of the
      date of exercise, determined by the Board to be equal in amount to the
      exercise price of the option being exercised; (iv) if a public market for
      shares of Common Stock of the Company at the time exists, the optionee may
      make payment by delivery of an irrevocable direction to a securities
      broker to sell the shares and to deliver all or part of the sale proceeds
      to the Company in payment of the aggregate exercise price therefor; (v)
      pursuant to a program developed under Regulation T as promulgated by the
      Federal Reserve Board; or (vi) by any combination of the above methods of
      payment."

                                                                              14

<PAGE>

      Section 2. Section 23 of each of the Plans is hereby amended by deleting
in its entirety the existing Section 23 in each of the Plans and inserting in
place thereof the following new Section 23:

            "23. Withholding. The Company shall have the right to deduct from
      payments of any kind otherwise due to the optionee the statutory minimum
      amount of federal, state or local taxes of any kind required by law to be
      withheld with respect to any shares issued upon exercise of Options under
      the Plan or upon the grant of an Award, the making of a Purchase of Common
      Stock for less than its fair market value, the making of a Disqualifying
      Disposition (as defined in Paragraph 24), or the vesting of restricted
      Common Stock acquired pursuant to a Stock Right. The Board in its sole
      discretion may condition the exercise of an Option, the grant of an Award,
      the making of a Purchase, or the vesting of restricted shares acquired by
      exercising a Stock Right on the grantee's payment of such withholding
      taxes. Subject to the prior approval of the Company, which may be withheld
      by the Company in its sole discretion, the grantee may elect to satisfy
      such obligations, in whole or in part, by delivering to the Company shares
      of Common Stock already both owned and vested by the grantee for at least
      six (6) months. The shares so delivered or withheld shall have a fair
      market value equal to such withholding obligation, and shall not be
      subject to any repurchase, forfeiture, unfulfilled vesting or other
      similar requirements. The fair market value of the shares used to satisfy
      such withholding obligation shall be determined by the Company as of the
      date of delivery of such shares to the Company. Notwithstanding the
      foregoing, in the case of a Reporting Person, no election to use shares
      for the payment of withholding taxes shall be effective unless made in
      compliance with any applicable requirements of Rule 16b-3 (unless it is
      intended that the transaction not qualify for exemption under Rule
      16b-3)."

      Section 3. Effectiveness. This Amendment shall be effective as of the date
hereof upon the adoption of this Amendment by the Board.

      Section 4. Ratification. Except as otherwise expressly set forth herein,
all terms and conditions of the Plans are hereby ratified and confirmed and
shall remain in full force and effect.

     Adopted by the Board of Directors and Stockholders by Written Consent
                         effective as of April 7, 2004
                                                                              15