exv10w1



 










Exhibit 10.1




2002 EQUITY INCENTIVE PLAN



OF




VIRAGE LOGIC CORPORATION




As amended on December 10, 2003




1.     Purpose of
this Plan



     
The purpose of this 2002 Equity Incentive Plan of
Virage Logic Corporation is to enhance the long-term
stockholders’ value of Virage Logic Corporation by offering
opportunities to eligible individuals to participate in the
growth in value of the equity of Virage Logic Corporation.




2.     Definitions
and Rules of Interpretation



     
2.1     Definitions.
This Plan uses the following defined terms:




		
	 	     
    (a) “1997 Plan”
    means the Virage Logic Corporation 1997 Equity Incentive
    Plan, as amended.
    
	 
	 	     
    (b) “Administrator”
    means the Board, the Committee, or any officer or
    employee of the Company to whom the Board or the Committee
    delegates authority to administer this Plan.
    
	 
	 	     
    (c) “Affiliate”
    means a “parent” or “subsidiary” (as
    each is defined in Section 424 of the Code) of the Company
    and any other entity that the Board or Committee designates as
    an “Affiliate” for purposes of this Plan.
    
	 
	 	     
    (d) “Applicable Law”
    means any and all laws of whatever jurisdiction, within
    or without the United States, and the rules of any stock
    exchange or quotation system on which Shares are listed or
    quoted, applicable to the taking or refraining from taking of
    any action under this Plan, including the administration of this
    Plan and the grant, issuance or transfer of Awards or Award
    Shares.
    
	 
	 	     
    (e) “Award”
    means a Stock Award, Cash Award, or Option granted in
    accordance with the terms of the Plan.
    
	 
	 	     
    (f) “Award Agreement”
    means the document evidencing the grant of an Award.
    
	 
	 	     
    (g) “Award Shares”
    means Shares covered by an outstanding Award or
    purchased under an Award.
    
	 
	 	     
    (h) “Awardee” means:
    (i) a person to whom an Award has been granted, including a
    holder of a Substitute Award, (ii) a person to whom an
    Award has been transferred in accordance with all applicable
    requirements of Sections 6.5, 7(h), and 16, and (iii) a
    person who holds Option Shares subject to any right of
    repurchase under Section 15.2.
    
	 
	 	     
    (i) “Board” means
    the board of directors of the Company.
    
	 
	 	     
    (j) “Cash Award”
    means the right to receive cash as described in Section
    8.2.
    
	 
	 	     
    (k) “Change of Control”
    means any transaction or event that the Board specifies
    as a Change of Control under Section 10.4.
    
	 
	 	     
    (l) “Code” means the
    Internal Revenue Code of 1986.
    
	 
	 	     
    (m) “Committee”
    means a committee composed of Company Directors appointed in
    accordance with the Company’s charter documents and
    Section 4.
    
	 
	 	     
    (n) “Company” means
    Virage Logic Corporation, a Delaware corporation.
    
	 
	 	     
    (o) “Company Director”
    means a member of the Board.
    




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    (p) “Consultant”
    means an individual who, or an employee of any entity
    that, provides bona fide services to the Company or an Affiliate
    not in connection with the offer or sale of securities in a
    capital-raising transaction, but who is not an Employee.
    
	 
	 	     
    (q) “Director” means
    a member of the board of directors of the Company or an
    Affiliate.
    
	 
	 	     
    (r) “Divestiture”
    means any transaction or event that the Board specifies
    as a Divestiture under Section 10.5.
    
	 
	 	     
    (s) “Effective Date”
    means the day of the Company’s 2002 Annual Meeting
    of Stockholders.
    
	 
	 	     
    (t) “Employee” means
    a regular employee of the Company or an Affiliate, including an
    officer or Director, who is treated as an employee in the
    personnel records of the Company or an Affiliate, but not
    individuals who are classified by the Company or an Affiliate
    as: (i) leased from or otherwise employed by a third party,
    (ii) independent contractors, or (iii) intermittent or
    temporary workers. The Company’s or an Affiliate’s
    classification of an individual as an “Employee” (or
    as not an “Employee”) for purposes of this Plan shall
    not be altered retroactively even if that classification is
    changed retroactively for another purpose as a result of an
    audit, litigation or otherwise. An Awardee shall not cease to be
    an Employee due to transfers between locations of the Company,
    or between the Company and an Affiliate, or to any successor to
    the Company or an Affiliate that assumes the Awardee’s
    Options under Section 10. Neither service as a Director nor
    receipt of a director’s fee shall be sufficient to make a
    Director an “Employee.”
    
	 
	 	     
    (u) “Exchange Act”
    means the Securities Exchange Act of 1934.
    
	 
	 	     
    (v) “Executive”
    means an individual who is subject to Section 16 of
    the Exchange Act or who is a “covered employee” under
    Section 162(m) of the Code, in either case because of the
    individual’s relationship with the Company or an Affiliate.
    
	 
	 	     
    (w) “Expiration Date”
    means, with respect to an Award, the date stated in the
    Award Agreement as the expiration date of the Award or, if no
    such date is stated in the Award Agreement, then the last day of
    the maximum exercise period for the Award, disregarding the
    effect of an Awardee’s Termination or any other event that
    would shorten that period.
    
	 
	 	     
    (x) “Fair Market Value”
    means the value of Shares as determined under
    Section 17.2.
    
	 
	 	     
    (y) “Fundamental
    Transaction” means any transaction or event
    described in Section 10.3.
    
	 
	 	     
    (z) “Grant Date”
    means the date the Administrator approves the grant of
    an Award. However, if the Administrator specifies that an
    Award’s Grant Date is a future date or the date on which a
    condition is satisfied, the Grant Date for such Award is that
    future date or the date that the condition is satisfied.
    
	 
	 	     
    (aa) “Incentive Stock
    Option” means an Option intended to qualify as an
    incentive stock option under Section 422 of the Code and
    designated as an Incentive Stock Option in the Award Agreement
    for that Option.
    
	 
	 	     
    (bb) “Nonemployee Director”
    means Non-Employee Director as defined in Rule 16b-3.
    
	 
	 	     
    (cc) “Nonstatutory Option”
    means any Option other than an Incentive Stock Option.
    
	 
	 	     
    (dd) “Objectively Determinable
    Performance Condition” shall mean a performance
    condition (i) that is established (x) at the time an
    Award is granted or (y) no later than the earlier of
    (1) 90 days after the beginning of the period of
    service to which it relates, or (2) before the elapse of
    25% of the period of service to which it relates, (ii) that
    is uncertain of achievement at the time it is established, and
    (iii) the achievement of which is determinable by a third
    party with knowledge of the relevant facts. Examples of measures
    that may be used in Objectively Determinable Performance
    Conditions include net order dollars, net profit dollars, net
    profit growth, net revenue dollars, revenue growth, individual
    performance, earnings per share, return on assets, return on
    equity, and other financial objectives, objective customer
    satisfaction indicators and efficiency measures, each with
    respect to the Company and/or an individual business unit of the
    Company.
    




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    (ee) “Officer” means
    an officer of the Company as defined in Rule 16a-1 adopted
    under the Exchange Act.
    
	 
	 	     
    (ff) “Option” means
    a right to purchase Shares granted under this Plan.
    
	 
	 	     
    (gg) “Option Price”
    means the price payable under an Option for Shares, not
    including any amount payable in respect of withholding or other
    taxes.
    
	 
	 	     
    (hh) “Option Shares”
    means Shares covered by an outstanding Option or
    purchased under an Option.
    
	 
	 	     
    (ii) “Plan” means
    this 2002 Equity Incentive Plan of Virage Logic
    Corporation.
    
	 
	 	     
    (jj) “Purchase Price”
    means the price payable under a Stock Award for Shares,
    not including any amount payable in respect of withholding or
    other taxes.
    
	 
	 	     
    (kk) “Qualified Domestic
    Relations Order” means a judgment, order, or decree
    meeting the requirements of Section 414(p) of the Code.
    
	 
	 	     
    (ll) “Reverse Vesting”
    means, with respect to an Option, that an Option is
    fully exercisable but that the Company has a lapsing right to
    repurchase the Option Shares as specified in
    Section 15.2(a) in accordance with the vesting schedule
    that would otherwise have applied to the Option under which the
    Option Shares were purchased or other vesting schedule described
    in the Award Agreement. With respect to a Stock Award, Reverse
    Vesting means that the Company has a lapsing right to repurchase
    the Award Shares purchased pursuant to the Stock Award as
    specified in Section 15.2(a) in accordance with the vesting
    schedule described in the Award Agreement.
    
	 
	 	     
    (mm) “Rule 16b-3”
    means Rule 16b-3 adopted under Section 16(b)
    of the Exchange Act.
    
	 
	 	     
    (nn) “Securities Act”
    means the Securities Act of 1933.
    
	 
	 	     
    (oo) “Share” means a
    share of the common stock of the Company, $0.001 par value, or
    other securities substituted for the common stock under
    Section 10.
    
	 
	 	     
    (pp) “Stock Award”
    means an offer by the Company to sell shares subject to
    certain restrictions pursuant to the Award Agreement as
    described in Section 8.1.
    
	 
	 	     
    (qq) “Substitute Option”
    means an Option granted in substitution for, or upon the
    conversion of, an option granted by another entity to purchase
    equity securities in the granting entity.
    
	 
	 	     
    (rr) “Substitute Stock
    Award” means a Stock Award granted in substitution
    for, or upon the conversion of, a stock award granted by another
    entity to purchase equity securities in the granting entity.
    
	 
	 	     
    (ss) “Termination”
    means that the Awardee has ceased to be, with or without
    any cause or reason, an Employee, Director or Consultant. Unless
    determined otherwise by the Administrator,
    “Termination” shall not include a change in status
    from an Employee, Consultant or Director to another such status.
    An event that causes an Affiliate to cease being an Affiliate
    shall be treated as the “Termination” of that
    Affiliate’s Employees, Directors, and Consultants.
    
	 
	 	     
    (tt) “Vest” means
    that the Option has become exercisable by or payable to the
    Awardee by reason of an Awardee’s continued service as
    Employee, Director or Consultant as provided in the Award
    Agreement (or, in the case of “qualified performance-based
    compensation” within the meaning of Section 162(m) of
    the Code, by reason of the Awardee meeting one or more of
    Objectively Determinable Performance Conditions), or by reason
    of restrictions on exercise having been removed automatically or
    by action of the Administrator.
    




     
2.2     Rules of
Interpretation. Any reference to a “Section,”
without more, is to a Section of this Plan. Captions and titles
are used for convenience in this Plan and shall not, by
themselves, determine the meaning of this Plan. Except when
otherwise indicated by the context, the singular includes the
plural and vice versa. Any reference to a statute is also a
reference to the applicable rules and regulations adopted under
that statute. Any reference to a statute, rule or regulation, or
to a section of a statute, rule or regulation, is a reference to



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that statute, rule, regulation, or section as
amended from time to time, both before and after the effective
date of this Plan and including any successor provisions.





3.     Shares Subject
to this Plan; Term of this Plan



     
3.1     Number of
Award Shares. Subject to adjustment under Section 10,
the maximum number of Shares that may be issued under this Plan
is 4,100,000.



     
3.2     Source of
Shares. Award Shares may be authorized but unissued Shares
or treasury Shares. If an Award is terminated, expires, or
otherwise becomes unexercisable without having been exercised in
full, the unpurchased Shares that were subject to the Award
shall revert to this Plan and shall again be available for
future issuance under this Plan. Shares actually issued under
this Plan shall not be available for regrant even if repurchased
by the Company.



     
3.3     Term of this
Plan



     
(a) This Plan has been adopted by the Board
on December 5, 2001 and it shall be effective on the date
it has been adopted by the Company’s stockholders.



     
(b) This Plan has no set termination date.
However, it may be terminated as provided in Section 13.
Moreover, no Incentive Stock Option may be granted after the
time described in Section 7(b).




4.     Administration



     
4.1     General



     
(a) The Board shall have ultimate
responsibility for administering this Plan. The Board may
delegate certain of its responsibilities to a Committee, which
shall consist of at least two members of the Board. The Board or
the Committee may further delegate certain of its
responsibilities to any Employee of the Company or any
Affiliate, provided that delegation of the responsibility to
grant Awards shall be only to the Chief Executive Officer or
President of the Company. Where this Plan specifies that an
action is to be taken or a determination made by the Board, only
the Board may take that action or make that determination. Where
this Plan specifies that an action is to be taken or a
determination made by the Committee, only the Committee may take
that action or make that determination. Where this Plan
references the “Administrator,” the action may be
taken or determination made by the Board, the Committee, or
other Administrator. However, only the Board or the Committee
may approve grants of Awards to Executives, and an Administrator
other than the Board or the Committee may grant Awards only to
non-executive level employees and within guidelines established
by the Board or Committee. All actions and determinations by any
Administrator are subject to the provisions of this Plan.



     
(b) The Administrator may engage a brokerage
firm, bank, or other financial institution to assist in the
delivery of Shares upon exercise of Awards, delivery of reports,
or other administrative aspects of the Plan. If the
Administrator so elects, each Awardee shall be deemed upon
enrollment in the Plan to have authorized the establishment of
an account on his or her behalf at such institution. Shares
purchased by an Awardee under the Plan shall be held in the
account in the name in which the share certificate would
otherwise be issued.



     
(c) So long as the Company has registered
and outstanding a class of equity securities under
Section 12 of the Exchange Act, the Committee shall consist
of Company Directors who are “Non-Employee Directors”
as defined in Rule 16b-3 and who are “outside
directors” as defined in Section 162(m) of the Code.



     
4.2     Authority of
Administrator. Subject to the other provisions of this Plan,
the Administrator shall have the authority:




		
	 	     
    (a) to grant Awards, including Substitute
    Awards;
    
	 
	 	     
    (b) to determine the Fair Market Value of
    Shares;
    
	 
	 	     
    (c) to determine the Option Price and the
    Purchase Price under Awards;
    




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    (d) to select the Awardees;
    
	 
	 	     
    (e) to determine the times Awards are
    granted;
    
	 
	 	     
    (f) to determine the number of Shares
    subject to each Award;
    
	 
	 	     
    (g) to determine the types of payment that
    may be used to purchase Award Shares;
    
	 
	 	     
    (h) to determine the types of payment that
    may be used to satisfy withholding tax obligations;
    
	 
	 	     
    (i) to determine the other terms of each
    Award, including but not limited to the time or times at which
    Awards may be exercised, whether and under what conditions an
    Award is assignable, and whether an Option is a Nonstatutory
    Option or an Incentive Stock Option;
    
	 
	 	     
    (j) to modify or amend any Award;
    
	 
	 	     
    (k) to authorize any person to sign any
    Award Agreement or other document related to this Plan on behalf
    of the Company;
    
	 
	 	     
    (l) to determine the form of any Award
    Agreement or other document related to this Plan, and whether
    that document, including signatures, may be in electronic form;
    
	 
	 	     
    (m) to interpret this Plan and any Award
    Agreement or document related to this Plan;
    
	 
	 	     
    (n) to correct any defect, remedy any
    omission, or reconcile any inconsistency in this Plan, any Award
    Agreement or any other document related to this Plan;
    
	 
	 	     
    (o) to adopt, amend, and revoke rules and
    regulations under this Plan, including rules and regulations
    relating to sub-plans and Plan addenda;
    
	 
	 	     
    (p) to adopt, amend, and revoke rules and
    procedures relating to the operation and administration of this
    Plan to accommodate non-U.S. Awardees and the requirements of
    Applicable Law such as: (i) rules and procedures regarding
    the conversion of local currency, withholding procedures and the
    handling of stock certificates to comply with local practice and
    requirements, and (ii) sub-plans and Plan addenda for
    non-U.S. Awardees;
    
	 
	 	     
    (q) to determine whether a transaction or
    event should be treated as a Change of Control, a Divestiture or
    neither;
    
	 
	 	     
    (r) to determine the effect of a Fundamental
    Transaction and, if the Board determines that a transaction or
    event should be treated as a Change of Control or a Divestiture,
    then the effect of that Change of Control or Divestiture; and
    
	 
	 	     
    (s) to make all other determinations the
    Administrator deems necessary or advisable for the
    administration of this Plan.
    




     
4.3     Scope of
Discretion. Subject to the last sentence of this
Section 4.3, on all matters for which this Plan confers the
authority, right or power on the Board, the Committee, or other
Administrator to make decisions, that body may make those
decisions in its sole and absolute discretion, and such
decisions shall be final and binding on all Awardees. In making
those decisions the Board, Committee or other Administrator need
not treat all persons eligible to receive Awards, all Awardees,
all Awards or all Award Shares the same way. However, the
discretion of the Board, Committee or other Administrator is
subject to the specific provisions and specific limitations of
this Plan, as well as all rights conferred on specific Awardees
by Award Agreements and other agreements.




5.     Persons
Eligible to Receive Awards



     
5.1     Eligible
Individuals. Awards (including Substitute Awards) may be
granted to, and only to, Employees, Directors and Consultants,
including to prospective Employees, Directors and Consultants
conditioned on the beginning of their service for the Company or
an Affiliate.



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5.2     Section 162(m)
Limitation.



     
(a) Options. So long as the Company
is a “publicly held corporation” within the meaning of
Section 162(m) of the Code: (a) no Employee or
prospective Employee may be granted one or more Options within
any fiscal year of the Company to purchase more than 500,000
Shares under Options, subject to adjustment under
Section 10, and (b) notwithstanding the provisions of
Section 4.1(a), Options may be granted to an Executive only
by the Committee. If an Option is cancelled without being
exercised, that cancelled Option shall continue to be counted
against the limit on Shares under this Section 5.2 for the
fiscal year in which the Option was granted.



     
(b) Cash Awards and Stock Awards. Any
Cash Award or Stock Award intended as “qualified
performance-based compensation” within the meaning of
Section 162(m) of the Code must vest or become exercisable
contingent on the achievement of one or more Objectively
Determinable Performance Conditions, the Cash Award or Stock
Award may be granted only by the Committee, and the material
terms of the Award, including the maximum amount payable and the
payment formula, must be approved by the stockholders of the
Company before such Award is paid.




6.     Terms and
Conditions of Options



     
The following rules apply to all Options:




		
	 	     
    6.1     Price. No
    Option may have an Option Price less than 85% of the Fair Market
    Value of the Shares on the Grant Date. No Option intended as
    “qualified incentive-based compensation” within the
    meaning of Section 162(m) of the Code may have an Option
    Price less than 100% of the Fair Market Value of the Shares on
    the Grant Date. In no event will the Option Price of any Option
    be less than the par value of the Shares issuable under the
    Option.
    
	 
	 	     
    6.2     Term. No
    Option shall be exercisable after its Expiration Date. No Option
    may have an Expiration Date that is more than ten years after
    its Grant Date.
    
	 
	 	     
    6.3     Vesting.
    Options shall be exercisable: (a) on the Grant Date, or
    (b) in accordance with a schedule related to the Grant
    Date, the date the Awardee’s directorship, employment or
    consultancy begins, or a different date specified in the Option
    Agreement. If so provided in the Option Agreement, an Option may
    be exercisable subject to the application of Reverse Vesting to
    the Option Shares.
    
	 
	 	     
    6.4     Form of
    Payment.
    
	 
	 	     
    (a) The Administrator shall determine the
    acceptable form and method of payment for exercising an Option.
    
	 
	 	     
    (b) Acceptable forms of payment for all
    Option Shares are cash, check or wire transfer, denominated in
    U.S. dollars except as specified by the Administrator for
    non-U.S. Employees or non-U.S. sub-plans.
    
	 
	 	     
    (c) In addition, the Administrator may
    permit payment to be made by any of the following methods:
    





		
	 	     
    (i) other Shares, or the designation of
    other Shares, which (A) in the case of Shares acquired upon
    exercise of an option (whether or not under this Plan) have been
    owned by the Awardee for more than six months on the date of
    surrender, and (B) have a Fair Market Value on the date of
    surrender equal to the Option Price of the Shares as to which
    the Option is being exercised;
    
	 
	 	     
    (ii) provided that a public market exists
    for the Shares, through a “same day sale” commitment
    from the Awardee and a broker-dealer that is a member of the
    National Association of Securities Dealers (an “NASD
    Dealer”) under which the Awardee irrevocably elects
    to exercise the Option and the NASD Dealer irrevocably commits
    to forward an amount equal to the Option Price, directly to the
    Company, upon receipt of the Option Shares (a
    “Cashless Exercise”);
    




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    (iii) provided that a public market exists
    for the Shares, through funds provided to the Awardee under a
    “margin” commitment from an NASD Dealer under which
    the Awardee irrevocably elects to exercise the Option and pledge
    the Option Shares so purchased to the NASD Dealer in a margin
    account as security for a loan from the NASD Dealer in the
    amount of the Option Price and the NASD Dealer irrevocably
    commits to forward an amount equal to the Option Price, directly
    to the Company, upon receipt of the Option Shares;
    
	 
	 	     
    (iv) one or more full recourse promissory
    notes bearing interest at a market rate that is at least
    sufficient to avoid imputation of interest under
    Sections 483, 1274 and 7872 of the Code and with such other
    terms as the Administrator specifies, except that Consultants
    may not purchase Shares with a promissory note unless the note
    is adequately secured by collateral other than the Shares, the
    portion of the Option Price equal to the par value of the Shares
    must be paid in cash or other lawful consideration, other than
    the note, and the Company shall at all times comply with any
    applicable margin rules of the Federal Reserve; and
    
	 
	 	     
    (v) any combination of the methods of
    payment permitted by any paragraph of this Section 6.4.
    




     
6.5     Nonassignability
of Options. Except as determined by the Administrator,
no Option shall be assignable or otherwise transferable by
the Awardee except by will or by the laws of descent and
distribution. However, Options may be transferred and exercised
in accordance with a Qualified Domestic Relations Order.



     
6.6     Substitute
Options. The Board may cause the Company to grant Substitute
Options in connection with the acquisition by the Company or an
Affiliate of equity securities of any entity (including by
merger) or all or a portion of the assets of any entity. Any
such substitution shall be effective when the acquisition closes
or at such later date as the Board determines. Substitute
Options may be Nonstatutory Options or Incentive Stock Options.
Unless and to the extent specified otherwise by the Board,
Substitute Options shall have the same terms and conditions as
the options they replace, except that (subject to
Section 10) Substitute Options shall be Options to purchase
Shares rather than equity securities of the granting entity and
shall have an Option Price and other terms that, as determined
by the Board in its sole and absolute discretion, properly
reflect the substitution.




7.     Incentive
Stock Options



     
The following rules apply only to Incentive Stock
Options and only to the extent these rules are more restrictive
than the rules that would otherwise apply under this Plan. With
the consent of the Awardee, or where this Plan provides that an
action may be taken notwithstanding any other provision of this
Plan, the Administrator may deviate from the requirements of
this Section, notwithstanding that any Incentive Stock Option
modified by the Administrator will thereafter be treated as a
Nonstatutory Option.



     
(a) The Expiration Date of an Incentive
Stock Option shall not be later than ten years from its Grant
Date, with the result that no Incentive Stock Option may be
exercised after the expiration of ten years from its Grant Date.



     
(b) No Incentive Stock Option may be granted
more than ten years from the date this Plan was approved by the
Board.



     
(c) Options intended to be Incentive Stock
Options that are granted to any single Awardee under all equity
compensation plans of the Company and its Affiliates, including
Incentive Stock Options granted under this Plan, may not vest at
a rate of more than $100,000 in Fair Market Value of stock
(measured on the Grant Dates of the Options) during any calendar
year. For the purpose of this Section 7(c), an Option vests
with respect to a given share of stock the first time its holder
may purchase that share, notwithstanding any right of the
Company to repurchase that share. Unless the Administrator
specifies otherwise in the related agreement governing the
option, this vesting limitation shall be applied by, to the
extent necessary to satisfy this $100,000 rule, treating certain
stock options that were intended to be incentive stock options
under Section 422 of the Code as nonstatutory options. The
stock options or portions of stock options to be reclassified as
nonstatutory options are those with the highest option prices,
whether granted under this Plan or any other equity



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compensation plan of the Company or any Affiliate
that permits that treatment. This Section 7(c) shall not
cause an Incentive Stock Option to vest before its original
vesting date or cause an Incentive Stock Option that has already
vested to cease to be vested.




     
(d) In order for an Incentive Stock Option
to be exercised for any form of payment other than those
described in Section 6.4(b), that right must be stated in
the Option Agreement relating to that Incentive Stock Option.



     
(e) Any Incentive Stock Option granted to a
Ten Percent Shareholder, must have an Expiration Date that is
not later than five years from its Grant Date, with the result
that no such Option may be exercised after the expiration of
five years from the Grant Date. A “Ten Percent
Shareholder” is any person who, directly or by
attribution under Section 424(d) of the Code, owns stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or of any Affiliate
on the Grant Date.



     
(f) The Option Price of an Incentive Stock
Option shall never be less than the Fair Market Value of the
Shares at the Grant Date. The Option Price for the Shares
covered by an Incentive Stock Option granted to a Ten Percent
Shareholder shall never be less than 110% of the Fair Market
Value of the Shares at the Grant Date.



     
(g) Incentive Stock Options may be granted
only to Employees.



     
(h) No rights under an Incentive Stock
Option may be transferred by the Awardee, other than by will or
the laws of descent and distribution. During the life of the
Awardee, an Incentive Stock Option may be exercised only by the
Awardee. The Company’s compliance with a Qualified Domestic
Relations Order, or the exercise of an Incentive Stock Option by
a guardian or conservator appointed to act for the Awardee,
shall not violate this Section 7(h).



     
(i) An Incentive Stock Option shall be
treated as a Nonstatutory Option if it remains exercisable
after, but is not exercised within three months following
Awardee’s Termination for any reason other than the
Awardee’s death or disability (as defined in
Section 22(c) of the Code) or change of status of an
Awardee from an Employee to a Consultant. In the case of
Termination due to disability, an Incentive Stock Option shall
be treated as a Nonstatutory Option if it remains exercisable
after, but is not exercised within, one year after the
Awardee’s Termination. In the case of Termination due to
death, an Incentive Stock Option shall continue to be treated as
an Incentive Stock Option if it remains exercisable after, but
is not exercised within, three months following Awardee’s
Termination provided it is exercised before the Expiration Date.




8.     Stock Awards
and Cash Awards



     
8.1     Stock
Awards. The following rules apply to all Stock Awards:




		
	 	     
    (a) Price. No Stock Award may have a
    Purchase Price less than 85% of the Fair Market Value of the
    Shares on the Grant Date or on the date on which the purchase is
    completed. In no event will the Purchase Price of any Stock
    Award be less than the par value of the Shares issuable under
    the Stock Award.
    
	 
	 	     
    (b) Term. No Stock Award shall be
    exercisable after its Expiration Date. No Stock Award may have
    an Expiration Date that is more than ten years after its Grant
    Date.
    
	 
	 	     
    (c) Vesting. Stock Awards shall be
    exercisable: (a) on the Grant Date, or (b) in
    accordance with a schedule related to the Grant Date, the date
    the Awardee’s directorship, employment or consultancy
    begins, or a different date specified in the Award Agreement.
    
	 
	 	     
    (d) Right of Repurchase. If so
    provided in the Award Agreement, Award Shares acquired pursuant
    to a Stock Award may be subject to Reverse Vesting.
    
	 
	 	     
    (e) Form of Payment. The
    Administrator shall determine the acceptable form and method of
    payment for exercising a Stock Award.
    




8








 




		
	 	     
    (i) Acceptable forms of payment for all
    Award Shares are cash, check or wire transfer, denominated in
    U.S. dollars except as specified by the Administrator for
    non-U.S. Employees or non-U.S. sub-plans.
    
	 
	 	     
    (ii) In addition, the Administrator may
    permit payment to be made by any of the methods permitted with
    respect to the exercise of Options pursuant to Section 6.4.
    





		
	 	     
    (f) Nonassignability of Stock Awards.
    Except as determined by the Administrator, including in the
    Award Agreement, no Stock Award shall be assignable or otherwise
    transferable by the Awardee except by will or by the laws of
    descent and distribution. However, Stock Awards may be
    transferred and exercised in accordance with a Qualified
    Domestic Relations Order.
    
	 
	 	     
    (g) Substitute Stock Award. The Board
    may cause the Company to grant Substitute Stock Awards in
    connection with the acquisition by the Company or an Affiliate
    of equity securities of any entity (including by merger) or all
    or a portion of the assets of any entity. Unless and to the
    extent specified otherwise by the Board, Substitute Stock Awards
    shall have the same terms and conditions as the options they
    replace, except that (subject to Section 10) Substitute
    Stock Awards shall be Stock Awards to purchase Shares rather
    than equity securities of the granting entity and shall have a
    Purchase Price and other terms that, as determined by the Board
    in its sole and absolute discretion, properly reflect the
    substitution.
    




     
8.2     Cash
Awards. The following rules apply to all Cash Awards:




		
	 	     
    (a) Term. No Cash Award shall be
    payable after its Expiration Date. No Cash Award may have an
    Expiration Date that is more than ten years after its Grant Date.
    
	 
	 	     
    (b) Vesting. Cash Awards shall be
    payable: (a) on the Grant Date, (b) in accordance with
    a schedule related to the Grant Date, the date the
    Awardee’s directorship, employment or consultancy begins,
    or a different date specified in the Award Agreement, or
    (c) or upon the achievement of Objectively Determinable
    Performance Conditions.
    





9.     Exercise of
Awards



     
9.1     In
General. An Award shall be exercisable in accordance with
this Plan, the Award Agreement under which it is granted, and as
prescribed by the Administrator.



     
9.2     Time of
Exercise. Options and Stock Awards shall be considered
exercised when the Company receives: (a) written notice of
exercise from the person entitled to exercise the Option or
Stock Award, (b) full payment, or provision for payment, in
a form and method approved by the Administrator, for the Shares
for which the Option or Stock Award is being exercised, and
(c) payment, or provision for payment, in a form approved
by the Administrator, of all applicable withholding taxes due
upon exercise. An Award may not be exercised for a fraction of a
Share. Cash Awards shall be considered exercised when the
Company receives written notice of the exercise from the person
entitled to exercise the Cash Award.



     
9.3     Issuance of
Award Shares. The Company shall issue Award Shares in the
name of the person properly exercising the Award. If the Awardee
is that person and so requests, the Award Shares shall be issued
in the name of the Awardee and the Awardee’s spouse. The
Company shall endeavor to issue Award Shares promptly after an
Award is exercised. However, until Award Shares are actually
issued, as evidenced by the appropriate entry on the stock books
of the Company or the transfer agent for the Shares, no right to
vote or receive dividends or other distributions, and no other
rights as a stockholder, shall exist with respect to the Award
Shares, even though the Awardee has provided the Company with
the necessary notices and payments required under
Section 9.2. No adjustment shall be made for any dividend,
distribution, or other right for which the record date precedes
the date the Award Shares are issued, except as provided in
Section 10.



     
9.4     Limitations
on Exercise. The Administrator may specify a reasonable
number of Shares that may be purchased on any exercise of an
Award, provided that such minimum will not prevent an Awardee
from exercising the Award for the full number of Shares for
which it is then exercisable.



9








 



     
9.5     Termination



     
(a) In General. Except as provided by
the Administrator, including in an Award Agreement, and as
otherwise provided in Sections 9.5(b), (c), (d) and
(e), after an Awardee’s Termination, the Awardee’s
Awards shall be exercisable to the extent (but only to the
extent) they are vested on the date of that Termination and only
during the period ending three months after the Termination, but
in no event after the Expiration Date. To the extent the Awardee
does not exercise an Award within the time specified for
exercise, the Award shall automatically terminate.



     
(b) Leaves of Absence. Unless
otherwise provided in the Award Agreement, no Award may be
exercised more than three months after the beginning of a leave
of absence, other than a personal or medical leave approved by
the Administrator with employment guaranteed upon return. Awards
shall not continue to vest during a leave of absence, other than
an approved personal or medical leave with employment guaranteed
upon return.



     
(c) Death or Disability. Unless
otherwise provided by the Administrator, if an Awardee’s
Termination is due to death or disability (as determined by the
Administrator with respect to all Awards other than Incentive
Stock Options and as defined by Section 22(e) of the Code
with respect to Incentive Stock Options), all Awards of that
Awardee, to the extent exercisable at the date of that
Termination, may be exercised for one year after that
Termination, but in no event after the Expiration Date. In the
case of Termination due to death, an Award may be exercised as
provided in Section 16. In the case of Termination due to
disability, if a guardian or conservator has been appointed to
act for the Awardee and been granted this authority as part of
that appointment, that guardian or conservator may exercise the
Award on behalf of the Awardee. In the case of an Awardee who
dies or becomes disabled within three months after Termination
not due to Cause, the Awardee’s Awards may be exercised for
one year after that Termination.



     
(d) Divestiture. If an Awardee’s
Termination is due to a Divestiture, the Board may take any one
or more of the actions described in Section 10.3 or 10.4.



     
(e) Termination for Cause. If an
Awardee’s Termination is due to Cause, all of the
Awardee’s Awards shall automatically terminate and cease to
be exercisable at the time of Termination and all Awards
exercised after the first event constituting Cause may be
rescinded by the Administrator. “Cause”
means dishonesty, fraud, misconduct, disclosure or misuse of
confidential information, conviction of, or a plea of guilty or
no contest to, a felony or similar offense, habitual absence
from work for reasons other than illness, intentional conduct
that could cause significant injury to the Company or an
Affiliate, or habitual abuse of alcohol or a controlled
substance in a way that interfered with the Awardee’s
performance of his or her duties, in each case as determined by
the Administrator.



     
(f) Consulting or Employment
Relationship. Nothing in this Plan or in any Award
Agreement, and no Award or the fact that Award Shares remain
subject to repurchase rights, shall: (a) interfere with or
limit the right of the Company or any Affiliate to terminate the
employment or consultancy of any Awardee at any time, whether
with or without cause or reason, and with or without the payment
of severance or any other compensation or payment, or
(b) interfere with the application of any provision in any
of the Company’s or any Affiliate’s charter documents
or the Delaware General Corporation Law relating to the
election, appointment, term of office, or removal of a Director.




10.     Certain
Transactions and Events



     
10.1     In General.
Except as provided in this Section 10, no change in the
capital structure of the Company, merger, sale or other
disposition of assets or a subsidiary, change of control,
issuance by the Company of shares of any class of securities
convertible into shares of any class, conversion of securities,
or other transaction or event shall require or be the occasion
for any adjustments of the type described in this
Section 10.



     
10.2     Changes in
Capital Structure. In the event of any stock split, reverse
stock split, recapitalization, combination or reclassification
of stock, stock dividend, spin-off, or similar change to the
capital structure of the Company (not including a Fundamental
Transaction or Change of Control), the Board shall make



10








 




whatever adjustments it concludes are appropriate
to: (a) the number and type of Awards that may be granted
under this Plan, (b) the number and type of Options that
may be granted to any individual under this Plan, (c) the
Purchase Price of any Stock Award, (d) the Option Price and
number and class of securities issuable under each outstanding
Option, and (e) the repurchase price of any securities
substituted for Option Shares that are subject to Reverse
Vesting. The specific adjustments shall be determined by the
Board in its sole and absolute discretion. Unless the Board
specifies otherwise, any securities issuable as a result of any
such adjustment shall be rounded to the next lower whole
security.




     
10.3     Fundamental
Transactions. If the Company merges with another entity in a
transaction in which the Company is not the surviving entity or
if, as a result of any other transaction or event, other
securities are substituted for the Shares or Shares may no
longer be issued (each a “Fundamental
Transaction”), then, notwithstanding any other
provision of this Plan, the Board shall do one or more of the
following contingent on the closing or completion of the
Fundamental Transaction: (a) arrange for the substitution
of options or other compensatory awards on equity securities
other than Shares (including, if appropriate, equity securities
of an entity other than the Company) in exchange for Awards,
(b) accelerate the vesting and termination of outstanding
Awards, in whole or in part, so that Awards can be exercised
prior to the closing or completion of the Fundamental
Transaction but then terminate, (c) cancel Awards in
exchange for cash payments to Awardees, and (d) arrange for
any repurchase rights of the Company with respect to Award
Shares to apply to the securities issued in substitution for
Shares or terminate repurchase rights on Award Shares. The Board
need not adopt the same rules for each Award or each Awardee.



     
10.4     Changes of
Control. The Board may also, but need not, specify that
other transactions or events constitute a “Change of
Control”. The Board may do that either before or
after the transaction or event occurs. Examples of transactions
or events that the Board may treat as Changes of Control are:
(a) the Company or an Affiliate is a party to a merger,
consolidation, amalgamation, or other transaction in which the
beneficial stockholders of the Company, immediately before the
transaction, beneficially own securities representing 50% or
less of the total combined voting power or value of the Company
immediately after the transaction, (b) any person or
entity, including a “group” as contemplated by
Section 13(d)(3) of the Exchange Act, acquires securities
holding 30% or more of the total combined voting power or value
of the Company, or (c) as a result of or in connection with
a contested election of Company Directors, the persons who were
Company Directors immediately before the election cease to
constitute a majority of the Board. In connection with a Change
of Control, notwithstanding any other provision of this Plan,
the Board may take any one or more of the actions described in
Section 10.3. In addition, the Board may extend the date
for the exercise of Awards (but not beyond their original
Expiration Date). The Board need not adopt the same rules for
each Award or each Awardee.



     
10.5     Divestiture.
If the Company or an Affiliate sells or otherwise transfers
equity securities of an Affiliate to a person or entity other
than the Company or an Affiliate, or leases, exchanges or
transfers all or any portion of its assets to such a person or
entity, then the Board, in its sole and absolute discretion, may
specify that such transaction or event constitutes a
“Divestiture”. In connection with a
Divestiture, notwithstanding any other provision of this Plan,
the Board may take one or more of the actions described in
Section 10.3 or 10.4 with respect to Awards or Award Shares
held by, for example, Employees, Directors or Consultants for
whom that transaction or event results in a Termination. The
Board need not adopt the same rules for each Award or each
Awardee.



     
10.6     Dissolution.
If the Company adopts a plan of dissolution, the Board may,
in its sole and absolute discretion, cause Awards to be fully
vested and exercisable (but not after their Expiration Date)
before the dissolution is completed but contingent on its
completion and may cause the Company’s repurchase rights on
Award Shares to lapse upon completion of the dissolution. To the
extent not exercised before the earlier of the completion of the
dissolution or their Expiration Date, Awards shall terminate
immediately prior to the completion of the dissolution. The
Board need not adopt the same rules for each Award or each
Awardee.



     
10.7     Cut-Back to
Preserve Benefits. If the Administrator determines that the
net after-tax amount to be realized by any Awardee, taking into
account any accelerated vesting, termination of repurchase
rights, or cash payments to that Awardee in connection with any
transaction or event addressed in this Section 10 would



11








 




be greater if one or more of those steps were not
taken with respect to that Awardee’s Awards or Award
Shares, then and to that extent one or more of those steps shall
not be taken.





11.     Withholding
and Tax Reporting



     
11.1     Tax
Withholding Alternatives



     
(a) General. Whenever Award Shares
are issued or become free of restrictions, the Company may
require the Awardee to remit to the Company an amount sufficient
to satisfy any applicable tax withholding requirement, whether
the related tax is imposed on the Awardee or the Company. The
Company shall have no obligation to issue or deliver Award
Shares or release Award Shares from an escrow until the Awardee
has satisfied those tax withholding obligations. Whenever
payment in satisfaction of Awards is made in cash, the payment
will be reduced by an amount sufficient to satisfy all tax
withholding requirements.



     
(b) Method of Payment. The Awardee
shall pay any required withholding using the forms of
consideration described in Section 6.4(b), except that, in
the discretion of the Administrator, the Company may also permit
the Awardee to use any of the forms of payment described in
Section 6.4(c). The Administrator may also permit Award
Shares to be withheld to pay required withholding. If the
Administrator permits Award Shares to be withheld, the Fair
Market Value of the Award Shares withheld shall not exceed the
amount determined by the applicable minimum statutory
withholding rates, and shall be determined as of the date that
the amount of tax to be withheld or tendered for this purpose is
to be determined.



     
11.2     Reporting of
Dispositions. Any holder of Option Shares acquired under an
Incentive Stock Option shall promptly notify the Administrator
in writing of the sale or other disposition of any of those
Option Shares if the disposition occurs during: (a) the
longer of two years after the Grant Date of the Incentive Stock
Option and one year after the date the Incentive Stock Option
was exercised, or (b) such other period as the
Administrator has established.




12.     Compliance
with Law



     
12.1     Applicable
Law. The grant of Awards and the issuance and subsequent
transfer of Award Shares shall be subject to compliance with all
Applicable Law. Awards may not be exercised, and Award Shares
may not be transferred, in violation of Applicable Law. Awards
may not be exercised unless: (a) a registration statement
under the Securities Act is then in effect with respect to the
related Award Shares, or (b) in the opinion of legal
counsel to the Company, those Award Shares may be issued in
accordance with an applicable exemption from the registration
requirements of the Securities Act and any other applicable
securities laws. The failure or inability of the Company to
obtain from any regulatory body the authority considered by the
Company’s legal counsel to be necessary or useful for the
lawful issuance of any Award Shares or their subsequent transfer
shall relieve the Company of any liability for failing to issue
those Award Shares or permitting their transfer. As a condition
to the exercise of any Award or the transfer of any Award
Shares, the Company may require the Awardee to satisfy any
requirements or qualifications that may be necessary or
appropriate to comply with or evidence compliance with any
Applicable Law.



     
12.2     Certificates.
All certificates for Shares or other securities delivered
under this Plan will be subject to such stop transfer
instructions, legends and other restrictions as the
Administrator may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements
of the Securities and Exchange Commission or any stock exchange
or automated quotation system upon which the Shares may be
listed or quoted.




13.     Amendment or
Termination of this Plan or Outstanding Awards



     
13.1     Amendment
and Termination. The Board may at any time amend, suspend,
or terminate this Plan.



     
13.2     Stockholder
Approval. The Company shall obtain the approval of the
Company’s stockholders for any amendment to this Plan if
stockholder approval is necessary or desirable to comply with
any Applicable Law or with the requirements applicable to the
grant of Awards intended to be Incentive Stock



12








 




Options. The Board may also, but need not,
require that the Company’s stockholders approve any other
amendments to this Plan.




     
13.3     Effect.
No amendment, suspension, or termination of this Plan, and
no modification of any Award even in the absence of an
amendment, suspension, or termination of this Plan, shall impair
any existing contractual rights of any Awardee unless the
affected Awardee consents to the amendment, suspension,
termination, or modification. However, no such consent shall be
required if the Administrator determines in its sole and
absolute discretion that the amendment, suspension, termination,
or modification: (a) is required or advisable in order for
the Company, the Plan or the Award to satisfy Applicable Law, to
meet the requirements of any accounting standard or to avoid any
adverse accounting treatment, or (b) in connection with any
transaction or event described in Section 10, is in the
best interests of the Company or its stockholders. The
Administrator may, but need not, take the tax consequences to
affected Awardees into consideration in acting under the
preceding sentence. Termination of this Plan shall not affect
the Administrator’s ability to exercise the powers granted
to it under this Plan with respect to Awards granted before the
termination, or Award Shares issued under such Awards, even if
those Award Shares are issued after the termination.




14.     Reserved
Rights



     
14.1     Nonexclusivity
of this Plan. This Plan shall not limit the power of the
Company or any Affiliate to adopt other incentive arrangements
including, for example, the grant or issuance of stock options,
stock, or other equity-based rights under other plans or
independently of any plan.



     
14.2     Unfunded
Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Awardees, any such
accounts will be used merely as a convenience. The Company shall
not be required to segregate any assets on account of this Plan,
the grant of Awards, or the issuance of Award Shares. The
Company and the Administrator shall not be deemed to be a
trustee of stock or cash to be awarded under this Plan. Any
obligations of the Company to any Awardee shall be based solely
upon contracts entered into under this Plan, such as Award
Agreements. No such obligation shall be deemed to be secured by
any pledge or other encumbrance on any assets of the Company.
Neither the Company nor the Administrator shall be required to
give any security or bond for the performance of any such
obligation.




15.     Special
Arrangements Regarding Award Shares



     
15.1     Escrows and
Pledges. To enforce any restrictions on Award Shares
including restrictions related to Reverse Vesting, the
Administrator may require their holder to deposit the
certificates representing Award Shares, with stock powers or
other transfer instruments approved by the Administrator
endorsed in blank, with the Company or an agent of the Company
to hold in escrow until the restrictions have lapsed or
terminated. The Administrator may also cause a legend or legends
referencing the restrictions to be placed on the certificates.
Any Awardee who delivers a promissory note as partial or full
consideration for the purchase of Award Shares will be required
to pledge and deposit, with the Company, some or all of the
Award Shares as collateral to secure the payment of the note.
However, the Administrator may require or accept other or
additional forms of collateral to secure the note and, in any
event, the Company will have full recourse against the maker of
the note, notwithstanding any pledge or other collateral, unless
stated otherwise in the Award Agreement and the note.




15.2     Repurchase
Rights.



     
(a) Reverse Vesting. If an Option or
Stock Award is subject to Reverse Vesting, the Company shall
have the right, during the three months after the Awardee’s
Termination, to repurchase any or all of the Award Shares that
were unvested as of the date of that Termination, for a price
equal to the lower of: (i) the Option Price or Purchase
Price for such Shares, minus the amount of any cash dividends
paid or payable with respect to the Award Shares for which the
record date precedes the repurchase, and (ii) the Fair
Market Value of those Option Shares as of the date of the
Termination. The repurchase price shall be paid in cash or, if
the Option Shares were purchased in whole or in part for a
promissory note, cancellation of the indebtedness



13








 




under that note related to the repurchased
portion of an Award, or a combination of those means. The
Company may assign this right of repurchase.




     
(b) Procedure. The Company or its
assignee may choose to give the Awardee a written notice of
exercise of its repurchase rights under this Section 15.2.
However, the Company’s failure to give such a notice shall
not affect its rights to repurchase Award Shares. The Company
must, however, tender the repurchase price during the period
specified in this Section 15.2 for exercising its
repurchase rights in order to exercise such rights.



     
15.3     Cash
Dividends. Cash Dividends on Award Shares that are subject
to any restrictions, including Reverse Vesting shall be held by
the Company for the benefit of the Awardee until the lapsing of
the restrictions on such Award Shares with such interest as
determined by the Administrator in its sole discretion.




16.     Beneficiaries



     
An Awardee may file a written designation of one
or more beneficiaries who are to receive the Awardee’s
rights under the Awardee’s Awards after the Awardee’s
death. An Awardee may change such a designation at any time by
written notice. If an Awardee designates a beneficiary, the
beneficiary may exercise the Awardee’s Awards after the
Awardee’s death. If an Awardee dies when the Awardee has no
living beneficiary designated under this Plan, the Company shall
allow the executor or administrator of the Awardee’s estate
to exercise the Award or, if there is none, the person entitled
to exercise the Option under the Awardee’s will or the laws
of descent and distribution. In any case, no Award may be
exercised after its Expiration Date.




17.     Miscellaneous



     
17.1     Governing
Law. This Plan and all determinations made and actions taken
under this Plan shall be governed by the substantive laws, but
not the choice of law rules, of the State of Delaware.



     
17.2     Determination
of Value. Fair Market Value shall be determined as follows:




		
	 	     
    (a) Listed Stock. If the Shares are
    traded on any established stock exchange or quoted on a national
    market system, Fair Market Value shall be the closing sales
    price for the Shares as quoted on that stock exchange or system
    for the date the value is to be determined (the
    “Value Date”) as reported in The Wall
    Street Journal or a similar publication. If no sales are
    reported as having occurred on the Value Date, Fair Market Value
    shall be that closing sales price for the last preceding trading
    day on which sales of Shares are reported as having occurred. If
    no sales are reported as having occurred during the five trading
    days before the Value Date, Fair Market Value shall be the
    closing bid for Shares on the Value Date. If Shares are listed
    on multiple exchanges or systems, Fair Market Value shall be
    based on sales or bids on the primary exchange or system on
    which Shares are traded or quoted.
    
	 
	 	     
    (b) Stock Quoted by Securities Dealer.
    If Shares are regularly quoted by a recognized securities
    dealer but selling prices are not reported on any established
    stock exchange or quoted on a national market system, Fair
    Market Value shall be the mean between the high bid and low
    asked prices on the Value Date. If no prices are quoted for the
    Value Date, Fair Market Value shall be the mean between the high
    bid and low asked prices on the last preceding trading day on
    which any bid and asked prices were quoted.
    
	 
	 	     
    (c) No Established Market. If Shares
    are not traded on any established stock exchange or quoted on a
    national market system and are not quoted by a recognized
    securities dealer, the Board will determine Fair Market Value in
    good faith. The Board will consider the following factors, and
    any others it considers significant, in determining Fair Market
    Value: (i) the price at which other securities of the
    Company have been issued to purchasers other than Employees,
    Directors, or Consultants, (ii) the Company’s net
    worth, prospective earning power, dividend-paying capacity, and
    non-operating assets, if any, and (iii) any other relevant
    factors, including the economic outlook for the Company and the
    Company’s industry, the Company’s position in that
    industry, the Company’s goodwill and other intellectual
    property, and the values of securities of other businesses in
    the same industry.
    




14








 



     
17.3     Reservation
of Shares. During the term of this Plan, the Company will at
all times reserve and keep available such number of Shares as
are still issuable under this Plan.



     
17.4     Electronic
Communications. Any Award Agreement, notice of exercise of
an Award, or other document required or permitted by this Plan
may be delivered in writing or, to the extent determined by the
Administrator, electronically. Signatures may also be electronic
if permitted by the Administrator and Applicable Law.



     
17.5     Notices.
Unless the Administrator specifies otherwise, any notice to
the Company under any Option Agreement or with respect to any
Awards or Award Shares shall be in writing (or, if so authorized
by Section 17.4, communicated electronically), shall be
addressed to the Chief Financial Officer of the Company, and
shall only be effective when received by the Chief Financial
Officer of the Company.




Adopted by the Board on: December 5, 2001




Approved by the stockholders
on: February 8, 2002




Effective date of this
Plan: February 8, 2002




Amended by the Board on: January 14,
2003




Amendment approved by the stockholders
on: February 25, 2003




Amended by the Board on: December 10,
2003




Amendment approved by the stockholders
on: February 24, 2004



15