**WEBEX
      COMMUNICATIONS, INC.**





**STOCK
      INCENTIVE PLAN**





**(Adopted
      by the Board on March 29, 2000)**





**(Amended
      and Restated by the Board Effective May 8, 2006)**





TABLE
      OF CONTENTS





PageSECTION
                1. ESTABLISHMENT AND PURPOSE
            1SECTION
                2. DEFINITIONS
            1(a)
            “Affiliate”
            1(b)
            “Award”
            1(c)
            “Board
                of Directors”
            1(d)
            “Change
                in Control”
            1(e)
            “Code”
            2(f)
            “Committee”
            2(g)
            “Company”
            2(h)
            “Consultant”
            2(i)
            “Employee”
            3(j)
            “Exchange
                Act”
            3(k)
            “Exercise
                Price”
            3(l)
            “Fair
                Market Value”
            3(m)
            “ISO”
            3(n)
            “Lead
                Director”
            3(o)
            “Nonstatutory
                Option” or “NSO”
            3(p)
            “Offeree”
            3(q)
            “Option”
            3(r)
            “Optionee”
            3(s)
            “Outside
                Director”
            3(t)
            “Parent”
            4(u)
            “Participant”
            4(v)
            “Plan”
            4(w)
            “Purchase
                Price”
            4(x)
            “Restricted
                Share”
            4(y)
            “Restricted
                Share Agreement”
            4(z)
            “SAR”
            4(aa)
            “SAR
                Agreement”
            4(bb)
            “Service”
            4(cc)
            “Share”
            4(dd)
            “Stock”
            4(ee)
            “Stock
                Option Agreement”
            5(ff)
            “Stock
                Purchase Agreement”
            5(gg)
            “Stock
                Unit”
            5(hh)
            “Stock
                Unit Agreement”
            5(ii)
            “Subsidiary”
            5(jj)
            “Total
                and Permanent Disability”
            5SECTION
                3. ADMINISTRATION
            5(a)
            Committee
                Composition
            5(b)
            Committee
                for Non-Officer Grants
            5(c)
            Committee
                Procedures
            5(d)
            Committee
                Responsibilities
            6SECTION
                4. ELIGIBILITY
            7(a)
            General
                Rule
            7(b)
            Outside
                Directors
            7(c)
            Limitation
                On Grants
            8(d)
            Ten
                Percent Stockholders
            8(e)
            Attribution
                Rules
            8(f)
            Outstanding
                Stock
            8SECTION
                5. STOCK SUBJECT TO PLAN
            8(a)
            Basic
                Limitation
            8(b)
            Annual
                Increase in Shares
            9(c)
            Additional
                Shares
            9(d)
            Dividend
                Equivalents
            9SECTION
                6. RESTRICTED SHARES
            9(a)
            Restricted
                Stock Agreement
            9(b)
            Payment
                for Awards
            9(c)
            Vesting
            9(d)
            Voting
                and Dividend Rights
            10SECTION
                7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES
            10(a)
            Duration
                of Offers and Nontransferability of Rights
            10(b)
            Purchase
                Price
            10(c)
            Withholding
                Taxes
            10(d)
            Restrictions
                on Transfer of Shares
            10(e)
            Sub
                Plan for France
            10SECTION
                8. TERMS AND CONDITIONS OF OPTIONS
            10(a)
            Stock
                Option Agreement
            10(b)
            Number
                of Shares
            11(c)
            Exercise
                Price
            11(d)
            Withholding
                Taxes
            11(e)
            Exercisability
                and Term
            11(f)
            Nontransferability
            11(g)
            Exercise
                of Options Upon Termination of Service
            11(h)
            Effect
                of Change in Control
            12(i)
            No
                Rights as a Stockholder
            12(j)
            Modification,
                Extension and Renewal of Options
            12(k)
            Restrictions
                on Transfer of Shares
            12(l)
            Buyout
                Provisions
            12SECTION
                9. PAYMENT FOR SHARES
            12(a)
            General
                Rule
            12(b)
            Surrender
                of Stock
            12(c)
            Services
                Rendered
            13(d)
            Cashless
                Exercise
            13(e)
            Exercise/Pledge
            13(f)
            Promissory
                Note
            13(g)
            Other
                Forms of Payment
            13(h)
            Limitations
                under Applicable Law
            13SECTION
                10. STOCK APPRECIATION RIGHTS
            13(a)
            SAR
                Agreement
            13(b)
            Number
                of Shares
            13(c)
            Exercise
                Price
            14(d)
            Exercisability
                and Term
            14(e)
            Effect
                of Change in Control
            14(f)
            Exercise
                of SARs
            14(g)
            Modification
                or Assumption of SARs
            14SECTION
                11. STOCK UNITS
            14(a)
            Stock
                Unit Agreement
            14(b)
            Payment
                for Awards
            15(c)
            Vesting
                Conditions
            15(d)
            Voting
                and Dividend Rights
            15(e)
            Form
                and Time of Settlement of Stock Units
            15(f)
            Death
                of Recipient
            15(g)
            Creditors’
                Rights
            15SECTION
                12. ADJUSTMENT OF SHARES
            16(a)
            Adjustments
            16(b)
            Dissolution
                or Liquidation
            16(c)
            Reorganizations
            16(d)
            Reservation
                of Rights
            17SECTION
                13. DEFERRAL OF AWARDS
            17SECTION
                14. AWARDS UNDER OTHER PLANS
            18SECTION
                15. PAYMENT OF DIRECTOR’S FEES IN SECURITIES
            18(a)
            Effective
                Date
            18(b)
            Elections
                to Receive SARs, NSOs, Restricted Shares or Stock Units
            18(c)
            Number
                and Terms of SARs, NSOs, Restricted Shares or Stock Units
            18SECTION
                16. LEGAL AND REGULATORY REQUIREMENTS
            18SECTION
                17. WITHHOLDING TAXES
            18(a)
            General
            18(b)
            Share
                Withholding
            19SECTION
                18. LIMITATION ON PARACHUTE PAYMENTS
            19(a)
            Scope
                of Limitation
            19(b)
            Basic
                Rule
            19(c)
            Reduction
                of Payments
            19(d)
            Overpayments
                and Underpayments
            19(e)
            Related
                Corporations
            20SECTION
                19. NO EMPLOYMENT RIGHTS
            20SECTION
                20. DURATION AND AMENDMENTS
            20(a)
            Term
                of the Plan
            20(b)
            Right
                to Amend or Terminate the Plan
            20(c)
            Effect
                of Amendment or Termination
            20SECTION
                21. EXECUTION
            21








WEBEX
      COMMUNICATIONS, INC.





2000
      STOCK INCENTIVE PLAN





(Amended
      and Restated by the Board Effective May 8, 2006)





SECTION
      1. ESTABLISHMENT
      AND PURPOSE .





The
      Plan
      was adopted by the Board of Directors effective March 29, 2000. The purpose
      of
      the Plan is to promote the long-term success of the Company and the creation
      of
      stockholder value by (a) encouraging Employees, Outside Directors and
      Consultants to focus on critical long-range objectives, (b) encouraging the
      attraction and retention of Employees, Outside Directors and Consultants with
      exceptional qualifications and (c) linking Employees, Outside Directors and
      Consultants directly to stockholder interests through increased stock ownership.
      The Plan seeks to achieve this purpose by providing for Awards in the form
      of
      Restricted Shares, Stock Units, Options (which may constitute incentive stock
      options or nonstatutory stock options) or stock appreciation
      rights.





SECTION
      2. DEFINITIONS .





(a)  “Affiliate” shall
      mean any entity other than a Subsidiary, if the Company and/or one of more
      Subsidiaries own not less than fifty percent (50%) of such entity.




(b)  Award” shall
      mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under
      the
      Plan.




(c)  “Board
      of Directors” shall
      mean the Board of Directors of the Company, as constituted from time to
      time.




(d)  “Change
      in Control” shall
      mean the occurrence of either of the following events:





(i)  A
      change
      in the composition of the Board of Directors, as a result of which fewer than
      two-thirds of the incum-bent directors are directors who either:





(A)  Had
      been
      directors of the Company on the “look-back” date” (as defined below) (the
“original directors”); or





(B)  Were
      elected,
      or nominated for election, to the Board of Directors with the affirmative votes
      of at least a majority of the aggregate of the original directors who were
      still
      in office at the time of the election or nomination and the directors whose
      election or nomination was previously so approved (the “continuing directors”);
      or





(ii)  Any
“person”
      (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who
      by
      the acquisition or aggregation of securities, is or becomes the beneficial
      owner
      (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
      of
      securities of the Company representing fifty percent (50%) or more of the
      combined voting power of the Company’s then out-standing securities ordinarily
      (and apart from rights accruing under special circum-stances) having the right
      to vote at elections of directors (the “Base Capital Stock”); except that any
      change in the relative beneficial ownership of the Company’s securities by any
      person resulting solely from a reduction in the aggregate number of outstanding
      shares of Base Capital Stock, and any decrease thereafter in such person’s
      ownership of securities, shall be disregarded until such person increases in
      any
      manner, directly or indirectly, such person’s beneficial ownership of any
      securities of the Company. For purposes of this Subsection (d)(ii), the term
      “person” shall exclude a trustee or other fiduciary holding securities under an
      employee benefit plan maintained by the Company or a Parent or Subsidiary;
      or





(iii)  The
      consummation of a merger or consolidation of the Corporation with or into
      another entity or any other corporate reorganization, if persons who were not
      stockholders of the Company immediately prior to such merger, consolidation
      or
      other reorganization own immediately after such merger, consolidation or other
      reorganization 50% or more of the voting power of the outstanding securities
      of
      each of (A) the continuing or surviving entity and (B) any direct or indirect
      parent corporation of such continuing or surviving entity; or





(iv)  The
      sale,
      transfer or other disposition of all or substantially all of the Company’s
      assets.





For
      purposes of subsection (d)(i) above, the term “look-back” date shall mean the
      later of (1) March 29, 2000 or (2) the date 24 months prior to the date of
      the
      event that may constitute a Change in Control.





A
      transaction shall not constitute a Change in Control if its sole purpose is
      to
      change the state of the Company’s incorporation or to create a holding company
      that will be owned in substantially the same proportions by the persons who
      held
      the Company’s securities immediately before such transaction.





(e)  “Code”  shall
      mean the Internal Revenue Code of 1986, as amended.




(f)  “Committee”  shall
      mean the committee designated by the Board of Directors, which is authorized
      to
      administer the Plan, as described in Section 3 hereof. The Committee shall
      have
      membership composition which enables the Options or other rights granted under
      the Plan to qualify for exemption under Rule 16b-3 with respect to persons
      who
      are subject to Section 16 of the Exchange Act.




(g)  “Company” shall
      mean Webex Communications, Inc., a Delaware corporation.




(h)  “Consultant” shall
      mean a consultant or advisor who provides bona fide services to the Company,
      a
      Parent, a Subsidiary or an Affiliate as an independent contractor. Service
      as a
      Consultant shall be considered employment for all purposes of the Plan, except
      as provided in the second sentence of Section 4(a) and Section
      4(b).




(i)  “Employee”  shall
      mean (i) any individual who is a common-law employee of the Company or of a
      Subsidiary; (ii) a member of the Board of Directors, including (without
      limitation) an Outside Director, or an affiliate of a member the Board of
      Directors; (iii) a member of the board of directors of a Subsidiary; or (iv)
      an
      independent contractor or advisor who performs services for the Company or
      a
      Subsidiary. Service as a member of the Board of Directors, a member of the
      board
      of directors of a Subsidiary or as an independent contractor or advisor shall
      be
      considered employment for all purposes of the Plan except the second sentence
      of
      Section 4(a) and Section 4(b).





(j)  “Exchange
      Act” shall
      mean the Securities Exchange Act of 1934, as amended.




(k)  “Exercise
      Price” shall
      mean, in the case of an Option, the amount for which one Common Share may be
      purchased upon exercise of such Option, as specified in the applicable Stock
      Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount,
      as specified in the applicable SAR Agreement, which is subtracted from the
      Fair
      Market Value of one Common Share in determining the amount payable upon exercise
      of such SAR.




(l)  “Fair
      Market Value” shall
      mean (i) the closing price of a Share on the principal exchange which the Shares
      are trading, on the date on which the Fair Market Value is deter-mined (if
      Fair
      Market Value is determined on a date which the principal exchange is closed,
      Fair Market Value shall be determined on the last immediately preceding trading
      day), or (ii) if the Shares are not traded on an exchange but are quoted on
      the
      Nasdaq National Market or a successor quotation system, the closing price on
      the
      date on which the Fair Market Value is determined, or (iii) if the Shares are
      not traded on an exchange or quoted on the Nasdaq National Market or a successor
      quotation system, the fair market value of a Share, as determined by the
      Committee in good faith. Such determination shall be conclusive and binding
      on
      all persons.





(m) “ISO” shall
      mean an employee incentive stock option described in Code Section
      422.




(n)  “Lead
      Director” shall
      mean an Outside Director who, pursuant to written guidelines referenced in
      the
      charter of the Board of Directors’ Nominating and Governance Committee, is
      designated by the Board of Directors as the “Lead Director”.




(o)  “Nonstatutory
      Option” or “NSO” shall
      mean an employee stock option that is not an ISO.




(p)  “Offeree” shall
      mean an individual to whom the Committee has offered the right to acquire Shares
      under the Plan (other than upon exercise of an Option).




(q)  “Option” shall
      mean an ISO or Nonstatutory Option granted under the Plan and entitling the
      holder to purchase Shares.




(r)  “Optionee” shall
      mean an individual or estate who holds an Option or SAR.




(s)  “Outside
      Director” shall
      mean a member of the Board of Directors who is not a common-law employee of
      the
      Company or of a Subsidiary. Service as an Outside Director shall be considered
      employment for all purposes of the Plan, except as provided in the second
      sentence of Section 4(a).




(t)  “Parent” shall
      mean any corporation (other than the Company) in an unbroken chain of
      corporations ending with the Company, if each of the corporations other than
      the
      Company owns stock possessing fifty percent (50%) or more of the total combined
      voting power of all classes of stock in one of the other corporations in such
      chain. A corporation that attains the status of a Parent on a date after the
      adoption of the Plan shall be a parent commencing as of such date.




(u)  “Participant” shall
      mean an individual or estate who holds an Award.




(v)  “Plan” shall
      mean this 2000 Stock Incentive Plan of WebEx Communications, Inc., as amended
      from time to time.




(w)  “Purchase
      Price” shall
      mean the consideration for which one Share may be acquired under the Plan (other
      than upon exercise of an Option), as specified by the Committee.




(x)  “Restricted
      Share” shall
      mean a Share awarded under the Plan.




(y)  “Restricted
      Share Agreement ” shall
      mean the agreement between the Company and the recipient of a Restricted Share
      which contains the terms, conditions and restrictions pertaining to such
      Restricted Shares.




(z)  “SAR” shall
      mean a stock appreciation right granted under the Plan.




(aa)  “SAR
      Agreement” shall
      mean the agreement between the Company and an Optionee which contains the terms,
      conditions and restrictions pertaining to his or her SAR.




(bb)  “Service” shall
      mean service as an Employee. An Employee’s Service shall cease when such
      Employee ceases to be actively employed by, or a consultant or adviser to,
      the
      Company (or any subsidiary) as determined in the sole discretion of the Board
      of
      Directors. Service does not terminate when an Employee goes on a bona fide
      leave
      of absence, that was approved by the Company in writing, if the terms of the
      leave provide for continued Service crediting, or when continued Service
      crediting is required by applicable law; provided, however, that the vesting
      of
      an Award shall be suspended for the period of such leave of absence unless
      the
      continuation of vesting during the period of such leave is required by
      applicable law. However, for purposes of determining whether an Option is
      entitled to ISO status, an Employee’s employment will be treated as terminating
      ninety (90) days after such Employee went on leave, unless such Employee’s right
      to return to active work is guaranteed by law or by a contract. Service
      terminates in any event when the approved leave ends, unless such Employee
      immediately returns to active work. The Company determines which leaves count
      toward Service, and when Service terminates for all purposes under the
      Plan.




(cc)  “Share” shall
      mean one share of Stock, as adjusted in accordance with Section 12 (if
      applicable).




(dd)  “Stock” shall
      mean the Common Stock of the Company.




(ee)  “Stock
      Option Agreement” shall
      mean the agreement between the Company and an Optionee that contains the terms,
      conditions and restrictions pertaining to his Option.




(ff)  “Stock
      Purchase Agreement” shall
      mean the agreement between the Company and an Offeree who acquires Shares under
      the Plan that contains the terms, conditions and restrictions pertaining to
      the
      acquisition of such Shares.




(gg)  “Stock
      Unit” shall
      mean a bookkeeping entry representing the equivalent of one Share, as awarded
      under the Plan.




(hh)  “Stock
      Unit Agreement” shall
      mean the agreement between the Company and the recipient of a Stock Unit which
      contains the terms, conditions and restrictions pertaining to such Stock
      Unit.




(ii)  “Subsidiary” shall
      mean any corporation, if the Company and/or one or more other Subsidiaries
      own
      not less than fifty percent (50%) of the total combined voting power of all
      classes of outstanding stock of such corporation. A corporation that attains
      the
      status of a Subsidiary on a date after the adoption of the Plan shall be
      considered a Subsidiary commencing as of such date.




(jj)  “Total
      and Permanent Disability”


shall
      mean that the Optionee is unable to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment that
      can
      be expected to result in death or that has lasted, or can be expected to last,
      for a continuous period of not less than twelve (12) months.





SECTION
      3. ADMINISTRATION .




(a)  Committee
      Composition .
      The
      Plan shall be administered by the Committee. The Committee shall consist of
      two
      or more directors of the Company, who shall satisfy the requirements of Rule
      16b-3 (or its successor) under the Exchange Act with respect to the grant of
      Awards to persons who are officers or directors of the Company under Section
      16
      of the Exchange Act or the Board itself.





(b)  Committee
      for Non-Officer Grants .
      The
      Board may also appoint one or more separate committees of the Board, each
      composed of one or more directors of the Company who need not satisfy the
      requirements of Section 3(a), who may administer the Plan with respect to
      Employees who are not considered officers or directors of the Company under
      Section 16 of the Exchange Act, may grant Awards under the Plan to such
      Employees and may determine all terms of such grants. Within the limitations
      of
      the preceding sentence, any reference in the Plan to the Committee shall include
      such committee or committees appointed pursuant to the preceding sentence.
      The
      Board of Directors may also authorize one or more officers of the Company to
      designate Employees, other than officers under Section 16 of the Exchange Act,
      to receive Awards and/or to determine the number of such Awards to be received
      by such persons; provided, however, that the Board of Directors shall specify
      the total number of Awards that such officers may so grant.




(c)  Committee
      Procedures .
      The
      Board of Directors shall designate one of the members of the Committee as
      chairman. The Committee may hold meetings at such times and places as it shall
      determine. The acts of a majority of the Committee members present at meetings
      at which a quorum exists, or acts reduced to or approved in writing by all
      Committee members, shall be valid acts of the Committee.




(d)  Committee
      Responsibilities .
      Subject
      to the provisions of the Plan, the Committee shall have full authority and
      discretion to take the following actions:





(i)  To
      interpret the Plan and to apply its provisions;





(ii)  To
      adopt,
      amend or rescind rules, procedures and forms relating to the Plan;





(iii)  To
      authorize any person to execute, on behalf of the Company, any instrument
      required to carry out the purposes of the Plan;





(iv)  To
      determine when Shares are to be awarded or offered for sale and when Options
      are
      to be granted under the Plan;





(v)  To
      select the
      Offerees and Optionees;





(vi)  To
      determine the number of Shares to be offered to each Offeree or to be made
      subject to each Option;





(vii)  To
      prescribe the terms and conditions of each award or sale of Shares, including
      (without limita-tion) the Purchase Price, the vesting of the award (including
      accelerating the vesting of awards) and to specify the provisions of the Stock
      Purchase Agreement relat-ing to such award or sale;





(viii)  To
      prescribe
      the terms and conditions of each Option, including (without limitation) the
      Exercise Price, the vesting or duration of the Option (including accelerating
      the vesting of the Option), to determine whether such Option is to be classified
      as an ISO or as a Nonstatutory Option, and to specify the provisions of the
      Stock Option Agreement relating to such Option;





(ix)  To
      amend
      any outstanding Stock Purchase Agreement or Stock Option Agreement, subject
      to
      applicable legal restrictions and to the consent of the Offeree or Optionee
      who
      entered into such agreement;





(x)  To
      prescribe the consideration for the grant of each Option or other right under
      the Plan and to determine the sufficiency of such consideration;





(xi)  To
      determine the disposition of each Option or other right under the Plan in the
      event of an Optionee’s or Offeree’s divorce or dissolution of
      marriage;





(xii)  To
      determine whether Options or other rights under the Plan will be granted in
      replacement of other grants under an incentive or other compensation plan of
      an
      acquired business;





(xiii)  To
      correct any defect, supply any omission, or reconcile any inconsistency in
      the
      Plan, any Stock Option Agreement or any Stock Purchase Agreement;
      and





(xiv)  To
      take any
      other actions deemed necessary or advisable for the administration of the
      Plan.





Subject
      to the requirements of applicable law, the Committee may designate persons
      other
      than members of the Committee to carry out its responsibilities and may
      prescribe such conditions and limitations as it may deem appropriate, except
      that the Committee may not delegate its authority with regard to the selection
      for participation of or the granting of Options or other rights under the Plan
      to persons subject to Section 16 of the Exchange Act. All decisions,
      interpretations and other actions of the Committee shall be final and binding
      on
      all Offerees, all Optionees, and all persons deriving their rights from an
      Offeree or Optionee. No member of the Committee shall be liable for any action
      that he has taken or has failed to take in good faith with respect to the Plan,
      any Option, or any right to acquire Shares under the Plan.





SECTION
      4. ELIGIBILITY .





(a)  General
      Rule . Only
      Employees shall be eligible for the grant of Restricted Shares, Stock Units,
      NSOs or SARs. In addition, only individuals who are employed as common-law
      employees by the Company, a Parent or a Subsidiary shall be eligible for the
      grant of ISOs. In addition, an Employee who owns more than ten percent (10%)
      of
      the total combined voting power of all classes of outstanding stock of the
      Company or any of its Parents or Subsidiaries shall not be eligible for the
      grant of an ISO unless the requirements set forth in Section 422(c)(6) of the
      Code are satisfied.




(b)  Outside
      Directors .
      Any
      other provision of the Plan notwithstanding, the participation of Outside
      Directors in the Plan shall be subject to the following
      restrictions:





(i)  Outside
      Directors shall only be eligible for the grant of Restricted Shares, Stock
      Units, Nonstatutory Options and SARs.





(ii)  Each
      Outside
      Director shall automatically be granted a SAR in the amount of 30,000 Shares
      (subject to adjustment under Section 12) as a result of their appointment
      as an Outside Director. In addition, on the first business day following the
      conclusion of each regular annual meeting of the Company’s stockholders
      occurring after 2003 and following the meeting at which such person’s
      appointment to the Board was approved by the stockholders, each Outside Director
      who (i) will continue serving as a member of the Board thereafter, and (ii)
      who
      has been a member of the Board for at least six months as of the annual meeting
      shall receive a SAR in the amount of 10,000 Shares (subject to adjustment under
      Section 12). In addition, on the first business day following the conclusion
      of
      each regular annual meeting of the Company’s stockholders occurring after 2003
      and following such person’s appointment as Lead Director, a Lead Director (i)
      who will continue serving as the Lead Director thereafter, and (ii) who has
      been
      a member of the Board for at least six months as of the annual meeting shall
      receive a SAR in the amount of 5,000 Shares (subject to adjustment under Section
      12). Vesting of such grants will terminate upon conclusion of service for the
      respective positions.





(iii)  The
      Exercise Price of all SARs granted to an Outside Director under this Section
      4(b) shall be equal to one hundred percent (100%) of the Fair Market Value
      of a
      Share on the date of grant, with exercise and payment to occur as provided
      in
      Section 10(f).





(iv)  Each
      SAR
      granted under Section 4(b)(ii) shall become exercisable in 48 equal monthly
      installments on each of the first 48 monthly anniversaries of the date of the
      grant. Notwithstanding the foregoing, each Outside Director’s initial SAR grant
      and any additional SAR grants shall become exercisable in full in the event
      that
      a Change in Control occurs with respect to the Company.





(v)  All
      SARs
      granted to an Outside Director under this Section 4(b) shall terminate on the
      earliest of (A) the tenth (10th) anniversary of the date of grant of such SARs
      or (B) the date twelve (12) months after the termination of such Outside
      Director’s service for any reason.





(c)  Limitation
      On Grants .
      No
      Employee shall be granted Options to purchase more than one million (1,000,000)
      Shares in any fiscal year of the Company (subject to adjustment in accordance
      with Section 12).




(d)  Ten
      Percent Stockholders .
      An
      Employ ee
      who
      owns more than ten percent (10%) of the total combined voting power of all
      classes of outstanding stock of the Company or any of its Subsidiaries shall
      not
      be eligible for the grant of an ISO unless such grant satisfies the requirements
      of Code Section 422(c)(5).




(e)  Attribution
      Rules .
      For
      purposes of Subsection 4(d) above, in determining stock ownership, an Employee
      shall be deemed to own the stock owned, directly or indirectly, by or for such
      Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock
      owned, directly or indirectly, by or for a corporation, partnership, estate
      or
      trust shall be deemed to be owned proportionately by or for its shareholders,
      partners or beneficiaries.




(f)  Outstanding
      Stock .
      For
      purposes of Subsection 4(d) above, “outstanding stock” shall include all stock
      actually issued and outstanding immediately after the grant. “Outstanding stock”
shall not include shares authorized for issuance under outstanding options
      held
      by the Employee or by any other person.





SECTION
      5.  STOCK
      SUBJECT TO PLAN .





(a)  Basic
      Limitation .
      Shares
      offered under the Plan shall be authorized but unissued Shares or treasury
      Shares. The maximum aggregate number of Options, SARs, Stock Units and
      Restricted Shares awarded under the Plan shall not exceed nine million
      (9,000,000) Shares, plus the additional Shares described in Sections (b) and
      (c). The limitation of this Section 5(a) shall be subject to adjustment pursuant
      to Section 12.




(b)  Annual
      Increase in Shares .
      As of
      January 1 of each year, commencing with the year 2001, the aggregate number
      of
      Options, SARs, Stock Units and Restricted Shares that may be awarded under
      the
      Plan shall automatically increase by a number equal to the lesser of (i) five
      million five hundred thousand (5,500,000) shares, (ii) eight percent (8%) of
      the
      outstanding shares of Stock of the Company on such date or (iii) a lesser amount
      determined by the Board. The aggregate number of Shares that may be issued
      under
      the Plan shall at all times be subject to adjustment pursuant to Section 12.
      The
      number of Shares that are subject to Options or other rights outstanding at
      any
      time under the Plan shall not exceed the number of Shares that then remain
      available for issuance under the Plan. The Company, during the term of the
      Plan,
      shall at all times reserve and keep available sufficient Shares to satisfy
      the
      requirements of the Plan.




(c)  Additional
      Shares .
      If
      Restricted Shares or Shares issued upon the exercise of Options are forfeited,
      then such Shares shall again become available for Awards under the Plan. If
      Stock Units, Options or SARs are forfeited or terminate for any other reason
      before being settled or exercised, then the corresponding Shares shall again
      become available for Awards under the Plan. If Stock Units are settled, then
      only the number of Shares (if any) actually issued in settlement of such Stock
      Units shall reduce the number available under Section 5(a) and the balance
      shall
      again become available for Awards under the Plan. If SARs are exercised, then
      only the number of Shares (if any) actually issued in settlement of such SARs
      shall reduce the number available in Section 5(a) and the balance shall again
      become available for Awards under the Plan.




(d)  Dividend
      Equivalents .
      Any
      dividend equivalents paid or credited under the Plan shall not be applied
      against the number of Restricted Shares, Stock Units, Options or SARs available
      for Awards, whether or not such dividend equivalents are converted into Stock
      Units.




SECTION
      6.  RESTRICTED
      SHARES .





(a)  Restricted
      Stock Agreement .
      Each
      grant of Restricted Shares under the Plan shall be evidenced by a Restricted
      Stock Agreement between the recipient and the Company. Such Restricted Shares
      shall be subject to all applicable terms of the Plan and may be subject to
      any
      other terms that are not inconsistent with the Plan. The provisions of the
      various Restricted Stock Agreements entered into under the Plan need not be
      identical.




(b)  Payment
      for Awards .
      Subject
      to the following sentence, Restricted Shares may be sold or awarded under the
      Plan for such consideration as the Committee may determine, including (without
      limitation) cash, cash equivalents, full-recourse promissory notes, past
      services and future services.




(c)  Vesting .
      Each
      Award of Restricted Shares may or may not be subject to vesting. Vesting shall
      occur, in full or in installments, upon satisfaction of the conditions specified
      in the Restricted Stock Agreement. The Committee may include among such
      conditions the requirement that the performance of the Company or a business
      unit of the Company for a specified period of one (1) or more years equal or
      exceed a target determined in advance by the Committee. Such performance shall
      be determined by the Company’s independent auditors. Such target shall be based
      on one or more of the criteria set forth in Appendix
      A .
      The
      Committee shall determine such target not later than the 90th day of such
      period. A Restricted Stock Agreement may provide for accelerated vesting in
      the
      event of the Participant’s death, disability or retirement or other events. The
      Committee may determine, at the time of granting Restricted Shares of
      thereafter, that all or part of such Restricted Shares shall become vested
      in
      the event that a Change in Control occurs with respect to the
      Company.




(d)  Voting
      and Dividend Rights .
      The
      holders of Restricted Shares awarded under the Plan shall have the same voting,
      dividend and other rights as the Company’s other stockholders. A Restricted
      Stock Agreement, however, may require that the holders of Restricted Shares
      invest any cash dividends received in additional Restricted Shares. Such
      additional Restricted Shares shall be subject to the same conditions and
      restrictions as the Award with respect to which the dividends were
      paid.




SECTION
      7.  OTHER TERMS
      AND CONDITIONS OF AWARDS OR SALES .




(a)  Duration
      of Offers and Nontransferability of Rights .
      Any
      right to acquire Shares under the Plan (other than an Option) shall
      automatically expire if not exercised by the Offeree within thirty (30) days
      after the grant of such right was communicated to him by the Committee. Such
      right shall not be transferable and shall be exercisable only by the Offeree
      to
      whom such right was granted.




(b)  Purchase
      Price .
      The
      Purchase Price shall be determined by the Committee at its sole discretion.




(c)  Withholding
      Taxes .
      As a
      condition to the purchase of Shares, the Offeree shall make such arrangements
      as
      the Committee may require for the satisfaction of any federal, state or local
      withholding tax obligations that may arise in connection with such
      purchase.





(d)  Restrictions
      on Transfer of Shares .
      Any
      Shares awarded or sold under the Plan shall be subject to such special
      forfeiture conditions, rights of repurchase, rights of first refusal and other
      transfer restrictions as the Committee may determine. Such restrictions shall
      be
      set forth in the applicable Stock Purchase Agreement and shall apply in addition
      to any general restrictions that may apply to all holders of
      Shares.




(e)  Sub
      Plan for France .
      Any
      Options granted to Employees that are subject to taxation in France shall be
      subject to the terms and conditions of the Sub Plan for France, which is an
      Addendum to the Plan. The additional terms and conditions of the Sub Plan for
      France are to be read in conjunction with the rules of the Plan. Conflicts
      of
      interpretation between the Plan and Sub Plan for France shall be resolved in
      favor of the Sub Plan for France only with respect to Options granted to
      Employees that are subject to taxation in France.








SECTION
      8.  TERMS
      AND CONDITIONS OF OPTIONS .




(a)  Stock
      Option Agreement .
      Each
      grant of an Option under the Plan shall be evidenced by a Stock Option Agreement
      between the Optionee and the Company. Such Option shall be subject to all
      applicable terms and conditions of the Plan and may be subject to any other
      terms and condi-tions which are not inconsistent with the Plan and which the
      Committee deems appropriate for inclusion in a Stock Option Agreement. The
      Stock
      Option Agreement shall specify whether the Option is an ISO or an NSO. The
      provisions of the various Stock Option Agreements entered into under the Plan
      need not be identical. Options may be granted in consideration of a reduction
      in
      the Optionee’s other compensation. A Stock Option Agreement may provide that a
      new Option will be granted automatically to the Optionee when he or she
      exercises a prior Option and pays the Exercise Price in a form described in
      Section 9.




(b)  Number
      of Shares .
      Each
      Stock Option Agree-ment shall specify the number of Shares that are subject
      to
      the Option and shall provide for the adjustment of such number in accordance
      with Section 12. Options granted to an Optionee in a single fiscal year of
      the Company shall not cover more than one million (1,000,000)
      Shares.




(c)  Exercise
      Price .
      Each
      Stock Option Agreement shall specify the Exercise Price. The Exercise Price
      of
      an ISO shall not be less than one hundred percent (100%) of the Fair Market
      Value of a Share on the date of grant, except as otherwise provided in Section
      4(d). Subject to the foregoing in this Section 8(c), the Exercise Price under
      any Option shall be deter-mined by the Committee at its sole discretion. The
      Exercise Price shall be payable in one of the forms described in Sections
      9.




(d)  Withholding
      Taxes .
      As a
      condition to the exercise of an Option, the Optionee shall make such
      arrange-ments as the Committee may require for the satisfaction of any federal,
      state or local withholding tax obligations that may arise in connection with
      such exercise. The Optionee shall also make such arrangements as the Committee
      may require for the satisfaction of any federal, state or local withholding
      tax
      obligations that may arise in connection with the disposition of Shares acquired
      by exercising an Option.




(e)  Exercisability
      and Term .
      Each
      Stock Option Agreement shall specify the date when all or any installment of
      the
      Option is to become exercisable. The Stock Option Agree-ment shall also specify
      the term of the Option; provided that the term of an ISO shall in no event
      exceed ten (10) years from the date of grant (five (5) years for Employees
      described in Section 4(d)). A Stock Option Agreement may provide for accelerated
      exercisability in the event of the Optionee’s death, disability, or retirement
      or other events and may provide for expiration prior to the end of its term
      in
      the event of the termination of the Optionee’s service. Options may be awarded
      in combination with SARs, and such an Award may provide that the Options will
      not be exercisable unless the related SARs are forfeited. Subject to the
      foregoing in this Section 8(e), the Committee at its sole discretion shall
      determine when all or any installment of an Option is to become exercisable
      and
      when an Option is to expire.




(f)  Nontransferability .
      During
      an Optionee’s lifetime, his Option(s) shall be exercisable only by him and shall
      not be transferable. In the event of an Optionee’s death, his Option(s) shall
      not be transferable other than by will or by the laws of descent and
      distribution.




(g)  Exercise
      of Options Upon Termination of Service .
      Each
      Stock Option Agreement shall set forth the extent to which the Optionee shall
      have the right to exercise the Option following termination of the Optionee’s
      Service with the Company and its Subsidiaries, and the right to exercise the
      Option of any executors or adminis-trators of the Optionee’s estate or any
      person who has acquired such Option(s) directly from the Optionee by bequest
      or
      inheritance. Such provisions shall be determined in the sole discretion of
      the
      Committee, need not be uniform among all Options issued pursuant to the Plan,
      and may reflect distinctions based on the reasons for termination of
      Service.







(h)  Effect
      of Change in Control .
      The
      Committee may determine, at the time of granting an Option or thereafter, that
      such Option shall become exercisable as to all or part of the Shares subject
      to
      such Option in the event that a Change in Control occurs with respect to the
      Company, subject to the limitation that in the case of an ISO, the acceleration
      of exercisability shall not occur without the Optionee’s written
      consent.




(i)  No
      Rights as a Stockholder .
      An
      Optionee, or a transferee of an Optionee, shall have no rights as a stockholder
      with respect to any Shares covered by his Option until the date of the issuance
      of a stock certificate for such Shares. No adjustments shall be made, except
      as
      provided in Section 12.




(j)  Modification,
      Extension and Renewal of Options .
      Within
      the limitations of the Plan, the Committee may modify, extend or renew
      outstanding options or may accept the can-cellation of outstanding options
      (to
      the extent not previ-ously exercised), whether or not granted hereunder, in
      return for the grant of new Options for the same or a different number of Shares
      and at the same or a different exercise price. The foregoing notwithstanding,
      no
      modifi-cation of an Option shall, without the consent of the Optionee, impair
      his rights or increase his obligations under such Option.




(k)  Restrictions
      on Transfer of Shares .
      Any
      Shares issued upon exercise of an Option shall be subject to such special
      forfeiture conditions, rights of repurchase, rights of first refusal and other
      transfer restrictions as the Committee may deter-mine. Such restrictions shall
      be set forth in the appli-cable Stock Option Agreement and shall apply in
      addition to any general restrictions that may apply to all holders of
      Shares.




(l)  Buyout
      Provisions .
      The
      Committee may at any time (a) offer to buy out for a payment in cash or cash
      equivalents an Option previously granted or (b) authorize an Optionee to elect
      to cash out an Option previously granted, in either case at such time and based
      upon such terms and conditions as the Committee shall establish.





SECTION
      9.  PAYMENT
      FOR SHARES .




(a)  General
      Rule .
      The
      entire Exercise Price or Purchase Price of Shares issued under the Plan shall
      be
      payable in lawful money of the United States of America at the time when such
      Shares are purchased, except as provided in Subsections 9(b) through 9(g)
      below.




(b)  Surrender
      of Stock .
      To the
      extent that a Stock Option Agreement so provides, payment may be made all or
      in
      part by surrendering, or attesting to the ownership of, Shares which have
      already been owned by the Optionee or his representative. Such Shares shall
      be
      valued at their Fair Market Value on the date when the new Shares are purchased
      under the Plan. The Optionee shall not surrender, or attest to the ownership
      of,
      Shares in payment of the Exercise Price if such action would cause the Company
      to recognize compensation expense (or additional compensation expense) with
      respect to the Option for financial reporting purposes.




(c)  Services
      Rendered .
      At the
      discretion of the Committee, Shares may be awarded under the Plan in
      consideration of services rendered to the Company or a Subsidiary prior to
      the
      award. If Shares are awarded without the payment of a Purchase Price in cash,
      the Committee shall make a determination (at the time of the award) of the
      value
      of the services rendered by the Offeree and the sufficiency of the consideration
      to meet the requirements of Section 6(b).




(d)  Cashless
      Exercise .
      To the
      extent that a Stock Option Agreement so provides, payment may be made all or
      in
      part by delivery (on a form prescribed by the Committee) of an irrevocable
      direction to a securities broker to sell Shares and to deliver all or part
      of
      the sale proceeds to the Company in payment of the aggregate Exercise
      Price.




(e)  Exercise/Pledge .
      To the
      extent that a Stock Option Agreement so provides, payment may be made all or
      in
      part by delivery (on a form prescribed by the Committee) of an irrevocable
      direction to a securities broker or lender to pledge Shares, as security for
      a
      loan, and to deliver all or part of the loan proceeds to the Company in payment
      of the aggregate Exercise Price.




(f)  Promissory
      Note .
      To the
      extent that a Stock Option Agreement or Restricted Stock Agreement so provides,
      payment may be made all or in part by delivering (on a form prescribed by the
      Company) a full-recourse promissory note.




(g)  Other
      Forms of Payment .
      To the
      extent that a Stock Option Agreement or Restricted Stock Agreement so provides,
      payment may be made in any other form that is consistent with applicable laws,
      regulations and rules.







(h)  Limitations
      under Applicable Law .
      Notwithstanding anything herein or in a Stock Option Agreement or Restricted
      Stock Agreement to the contrary, payment may not be made in any for that is
      unlawful, as determined by the Committee in it sole discretion.




SECTION
      10.  STOCK
      APPRECIATION RIGHTS .




(a)  SAR
      Agreement .
      Each
      grant of a SAR under the Plan shall be evidenced by a SAR Agreement between
      the
      Optionee and the Company. Such SAR shall be subject to all applicable terms
      of
      the Plan and may be subject to any other terms that are not inconsistent with
      the Plan. The provisions of the various SAR Agreements entered into under the
      Plan need not be identical. SARs may be granted in consideration of a reduction
      in the Optionee’s other compensation.




(b)  Number
      of Shares .
      Each
      SAR Agreement shall specify the number of Shares to which the SAR pertains
      and
      shall provide for the adjustment of such number in accordance with Section
      12.
      SARs granted to any Optionee in a single calendar year shall in no event pertain
      to more than one million (1,000,000) Shares, except that SARs granted to a
      new
      Employee in the fiscal year of the Company in which his or her service as an
      Employee first commences shall not pertain to more than five hundred thousand
      (500,000) Shares. The limitations set forth in the preceding sentence shall
      be
      subject to adjustment in accordance with Section 12.




(c)  Exercise
      Price .
      Each
      SAR Agreement shall specify the Exercise Price. A SAR Agreement may specify
      an
      Exercise Price that varies in accordance with a predetermined formula while
      the
      SAR is outstanding.




(d)  Exercisability
      and Term .
      Each
      SAR Agreement shall specify the date when all or any installment of the SAR
      is
      to become exercisable. The SAR Agreement shall also specify the term of the
      SAR.
      A SAR Agreement may provide for accelerated exercisability in the event of
      the
      Optionee’s death, disability or retirement or other events and may provide for
      expiration prior to the end of its term in the event of the termination of
      the
      Optionee’s service. SARs may be awarded in combination with Options, and such an
      Award may provide that the SARs will not be exercisable unless the related
      Options are forfeited. A SAR may be included in an ISO only at the time of
      grant
      but may be included in an NSO at the time of grant or thereafter. A SAR granted
      under the Plan may provide that it will be exercisable only in the event of
      a
      Change in Control.




(e)  Effect
      of Change in Control .
      The
      Committee may determine, at the time of granting a SAR or thereafter, that
      such
      SAR shall become fully exercisable as to all Common Shares subject to such
      SAR
      in the event that a Change in Control occurs with respect to the Company,
      subject to the following sentence.




(f)  Exercise
      of SARs .
      Upon
      exercise of a SAR, the Optionee (or any person having the right to exercise
      the
      SAR after his or her death) shall receive from the Company (a) Shares, (b)
      cash
      or (c) a combination of Shares and cash, as the Committee shall determine.
      The
      amount of cash and/or the Fair Market Value of Shares received upon exercise
      of
      SARs shall, in the aggregate, be equal to the amount by which the Fair Market
      Value (on the date of surrender) of the Shares subject to the SARs exceeds
      the
      Exercise Price. Unless the SAR Agreement otherwise provides, if, on the date
      when a SAR expires, the Exercise Price under such SAR is less than the Fair
      Market Value on such date but any portion of such SAR has not been exercised
      or
      surrendered, then such SAR shall automatically be deemed to be exercised as
      of
      such date with respect to such portion.




(g)  Modification
      or Assumption of SARs .
      Within
      the limitations of the Plan, the Committee may modify, extend or assume
      outstanding SARs or may accept the cancellation of outstanding SARs (whether
      granted by the Company or by another issuer) in return for the grant of new
      SARs
      for the same or a different number of shares and at the same or a different
      exercise price. The foregoing notwithstanding, no modification of a SAR shall,
      without the consent of the Optionee, may alter or impair his or her rights
      or
      obligations under such SAR.




SECTION
      11  STOCK
      UNITS .




(a)  Stock
      Unit Agreement .
      Each
      grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement
      between the recipient and the Company. Such Stock Units shall be subject to
      all
      applicable terms of the Plan and may be subject to any other terms that are
      not
      inconsistent with the Plan. The provisions of the various Stock Unit Agreements
      entered into under the Plan need not be identical. Stock Units may be granted
      in
      consideration of a reduction in the recipient’s other compensation.




(b)  Payment
      for Awards .
      To the
      extent that an Award is granted in the form of Stock Units, no cash
      consideration shall be required of the Award recipients.




(c)  Vesting
      Conditions .
      Each
      Award of Stock Units may or may not be subject to vesting. Vesting shall occur,
      in full or in installments, upon satisfaction of the conditions specified in
      the
      Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting
      in the event of the Participant’s death, disability or retirement or other
      events. The Committee may determine, at the time of granting Stock Units or
      thereafter, that all or part of such Stock Units shall become vested in the
      event that a Change in Control occurs with respect to the Company, except as
      provided in the next following sentence.




(d)  Voting
      and Dividend Rights .
      The
      holders of Stock Units shall have no voting rights. Prior to settlement or
      forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s
      discretion, carry with it a right to dividend equivalents. Such right entitles
      the holder to be credited with an amount equal to all cash dividends paid on
      one
      Share while the Stock Unit is outstanding. Dividend equivalents may be converted
      into additional Stock Units. Settlement of dividend equivalents may be made
      in
      the form of cash, in the form of Shares, or in a combination of both, as
      determined by the Committee. Prior to distribution, any dividend equivalents
      which are not paid shall be subject to the same conditions and restrictions
      as
      the Stock Units to which they attach.




(e)  Form
      and Time of Settlement of Stock Units .
      Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares
      or (c) any combination of both, as determined by the Committee. Methods of
      converting Stock Units into cash may include (without limitation) a method
      based
      on the average Fair Market Value of Shares over a series of trading days. Vested
      Stock Units may be settled in a lump sum or in installments. The distribution
      may occur or commence when all vesting conditions applicable to the Stock Units
      have been satisfied or have lapsed, or it may be deferred to any later date.
      The
      amount of a deferred distribution may be increased by an interest factor or
      by
      dividend equivalents. Until an Award of Stock Units is settled, the number
      of
      such Stock Units shall be subject to adjustment pursuant to Section
      12.




(f)  Death
      of Recipient .
      Any
      Stock Units Award that becomes payable after the recipient’s death shall be
      distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a
      Stock Units Award under the Plan shall designate one or more beneficiaries
      for
      this purpose by filing the prescribed form with the Company. A beneficiary
      designation may be changed by filing the prescribed form with the Company at
      any
      time before the Award recipient’s death. If no beneficiary was designated or if
      no designated beneficiary survives the Award recipient, then any Stock Units
      Award that becomes payable after the recipient’s death shall be distributed to
      the recipient’s estate.




(g)  Creditors’
      Rights .
      A
      holder of Stock Units shall have no rights other than those of a general
      creditor of the Company. Stock Units represent an unfunded and unsecured
      obligation of the Company, subject to the terms and conditions of the applicable
      Stock Unit Agreement.




SECTION
      12.  ADJUSTMENT
      OF SHARES .




(a)  Adjustments .
      In the
      event of a subdivision of the outstanding Stock, a declaration of a dividend
      payable in Shares, a declaration of a dividend payable in a form other than
      Shares in an amount that has a material effect on the price of Shares, a
      combination or consolidation of the outstanding Stock (by reclassification
      or
      otherwise) into a lesser number of Shares, a recapitalization, a spin-off or
      a
      similar occurrence, the Committee shall make such adjustments as it, in its
      sole
      discretion, deems appropriate in one or more of:





(i)  The
      number of Options, SARs, Restricted Shares and Stock Units available for future
      Awards under Section 5;





(ii)  The
      limitations set forth in Sections 4(c), 8(b) and 10(b);





(iii)  The
      number of SARs to be granted to Outside Directors under
      Section 4(b);





(iv)  The
      number of Shares covered by each outstanding Option and SAR;





(v) The
      Exercise Price under each outstanding Option and SAR; or





(vi)  The
      number of Stock Units included in any prior Award which has not yet been
      settled.





Except
      as
      provided in this Section 12, a Participant shall have no rights by reason of
      any
      issue by the Company of stock of any class or securities convertible into stock
      of any class, any subdivision or consolidation of shares of stock of any class,
      the payment of any stock dividend or any other increase or decrease in the
      number of shares of stock of any class.




(b)  Dissolution
      or Liquidation .
      To the
      extent not previously exercised or settled, Options, SARs and Stock Units shall
      terminate immediately prior to the dissolution or liquidation of the
      Company.




(c)  Reorganizations .
      In the
      event that the Company is a party to a merger or other reorganization,
      outstanding Awards shall be subject to the agreement of merger or
      reorganization. Such agreement shall provide for:





(i)  The
      continuation of the outstanding Awards by the Company, if the Company is a
      surviving corporation;





(ii)  The
      assumption of the outstanding Awards by the surviving corporation or its parent
      or subsidiary;





(iii)  The
      substitution by the surviving corporation or its parent or subsidiary of its
      own
      awards for the outstanding Awards;





(iv)  Full
      exercisability or vesting and accelerated expiration of the outstanding Awards;
      or





(v)  Settlement
      of the full value of the outstanding Awards in cash or cash equivalents followed
      by cancellation of such Awards.




(d)  Reservation
      of Rights .
      Except
      as provided in this Section 12, an Optionee or Offeree shall have no rights
      by
      reason of any subdivision or consolidation of shares of stock of any class,
      the
      payment of any dividend or any other increase or decrease in the number of
      shares of stock of any class. Any issue by the Company of shares of stock of
      any
      class, or securities convertible into shares of stock of any class, shall not
      affect, and no adjustment by reason thereof shall be made with respect to,
      the
      number or Exercise Price of Shares subject to an Option. The grant of an Option
      pursuant to the Plan shall not affect in any way the right or power of the
      Company to make adjustments, reclassifications, reorganizations or changes
      of
      its capital or business structure, to merge or consolidate or to dissolve,
      liquidate, sell or transfer all or any part of its business or
      assets.




SECTION
      13.  DEFERRAL
      OF AWARDS .





The
      Committee (in its sole discretion) may permit or require a Participant
      to:





(i)  Have
      cash
      that otherwise would be paid to such Participant as a result of the exer-cise
      of
      a SAR or the settlement of Stock Units credited to a deferred compensation
      account established for such Participant by the Committee as an entry on the
      Company’s books;





(ii) Have
      Shares that otherwise would be delivered to such Participant as a result of
      the
      exercise of an Option or SAR converted into an equal number of Stock Units;
      or





(iii) Have
      Shares that otherwise would be delivered to such Participant as a result of
      the
      exercise of an Option or SAR or the settlement of Stock Units converted into
      amounts credited to a deferred compensation account established for such
      Participant by the Committee as an entry on the Company’s books. Such amounts
      shall be determined by reference to the Fair Market Value of such Shares as
      of
      the date when they otherwise would have been delivered to such
      Participant.





A
      deferred compensation account established under this Section 13 may be credited
      with interest or other forms of investment return, as determined by the
      Committee. A Participant for whom such an account is established shall have
      no
      rights other than those of a general creditor of the Company. Such an account
      shall represent an unfunded and unsecured obligation of the Company and shall
      be
      subject to the terms and conditions of the applicable agreement between such
      Participant and the Company. If the deferral or conversion of Awards is
      permitted or required, the Committee (in its sole discretion) may establish
      rules, procedures and forms pertaining to such Awards, including (without
      limitation) the settlement of deferred compensa-tion accounts established under
      this Section 13.




SECTION
      14.  AWARDS
      UNDER OTHER PLANS .





The
      Company may grant awards under other plans or programs. Such awards may be
      settled in the form of Shares issued under this Plan. Such Shares shall be
      treated for all purposes under the Plan like Shares issued in settlement of
      Stock Units and shall, when issued, reduce the number of Shares available under
      Section 5.




SECTION
      15.  PAYMENT
      OF DIRECTOR’S FEES IN SECURITIES .




(a)  Effective
      Date .
      No
      provision of this Section 15 shall be effective unless and until the Board
      has
      determined to implement such provision.




(b)  Elections
      to Receive SARs, NSOs, Restricted Shares or Stock Units .
      An
      Outside Director may elect to receive his or her annual retainer payments and/or
      meeting fees from the Company in the form of cash, SARs, NSOs, Restricted Shares
      or Stock Units, or a combination thereof, as determined by the Board. Such
      SARs,
      NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An
      election under this Section 15 shall be filed with the Company on the prescribed
      form.




(c)  Number
      and Terms of SARs, NSOs, Restricted Shares or Stock Units .
      The
      number of SARs, NSOs, Restricted Shares or Stock Units to be granted to Outside
      Directors in lieu of annual retainers and meeting fees that would otherwise
      be
      paid in cash shall be calculated in a manner determined by the Board. The terms
      of such SARs, NSOs, Restricted Shares or Stock Units shall also be determined
      by
      the Board.





SECTON
      16.  LEGAL
      AND REGULATORY REQUIREMENTS .





Shares
      shall not be issued under the Plan unless the issuance and delivery of such
      Shares complies with (or is exempt from) all applicable requirements of law,
      including (without limitation) the Securities Act of 1933, as amended, the
      rules
      and regulations promulgated thereunder, state securities laws and regulations
      and the regulations of any stock exchange on which the Company’s securities may
      then be listed, and the Company has obtained the approval or favorable ruling
      from any governmental agency which the Company determines is necessary or
      advisable. The Company shall not be liable to a Participant or other persons
      as
      to (a) the non-issuance or sale of Shares as to which the Company has been
      unable to obtain from any regulatory body having jurisdiction the authority
      deemed by the Company’s counsel to be necessary to the lawful issuance and sale
      of any Shares under the Plan, and (b) any tax consequences expected, but not
      realized, by any Participant or other person due to the receipt, exercise or
      settlement of any Award granted under the Plan.




SECTION
      17.  WITHHOLDING
      TAXES .




(a)  General .
      To the
      extent required by applicable federal, state, local or foreign law, a
      Participant or his or her successor shall make arrangements satisfactory to
      the
      Company for the satisfaction of any withholding tax obligations that arise
      in
      connection with the Plan. The Company shall not be required to issue any Shares
      or make any cash payment under the Plan until such obligations are
      satisfied.




(b)  Share
      Withholding .
      The
      Committee may permit a Participant to satisfy all or part of his or her
      withholding or income tax obligations by having the Company withhold all or
      a
      portion of any Shares that otherwise would be issued to him or her or by
      surrendering all or a portion of any Shares that he or she previously acquired.
      Such Shares shall be valued at their Fair Market Value on the date when taxes
      otherwise would be withheld in cash. In no event may a Participant have Shares
      withheld that would otherwise be issued to him or her in excess of the number
      necessary to satisfy the legally required minimum tax withholding.







SECTION
      18.  LIMITATION
      ON PARACHUTE PAYMENTS .




(a)  Scope
      of Limitation .
      This
      Section 18 shall apply to an Award if the Committee, at the time of making
      an
      Award under the Plan or at any time thereafter, specifies in writing that such
      Award shall be subject to this Section 18. If this Section 18 applies to an
      Award, it shall supersede any contrary provision of the Plan or of any Award
      granted under the Plan.




(b)  Basic
      Rule .
      In the
      event that the independent auditors most recently selected by the Board (the
      “Auditors”) determine that any payment or transfer by the Company under the Plan
      to or for the benefit of a Participant (a “Payment”) would be nondeductible by
      the Company for federal income tax purposes because of the provisions concerning
      “excess parachute payments” in Section 280G of the Code, then the aggregate
      present value of all Payments shall be reduced (but not below zero) to the
      Reduced Amount. For purposes of this Section 18, the “Reduced Amount” shall be
      the amount, expressed as a present value, which maximizes the aggregate present
      value of the Payments without causing any Payment to be nondeductible by the
      Company because of Section 280G of the Code.




(c)  Reduction
      of Payments .
      If the
      Auditors determine that any Payment would be nondeductible by the Company
      because of Section 280G of the Code, then the Company shall promptly give the
      Participant notice to that effect and a copy of the detailed calculation thereof
      and of the Reduced Amount, and the Participant may then elect, in his or her
      sole discretion, which and how much of the Payments shall be eliminated or
      reduced (as long as after such election the aggregate present value of the
      Payments equals the Reduced Amount) and shall advise the Company in writing
      of
      his or her election within ten (10) days of receipt of notice. If no such
      election is made by the Participant within such ten (10) day period, then the
      Company may elect which and how much of the Payments shall be eliminated or
      reduced (as long as after such election the aggregate present value of the
      Payments equals the Reduced Amount) and shall notify the Participant promptly
      of
      such election. For purposes of this Section 18, present value shall be
      determined in accordance with Section 280G(d)(4) of the Code. All determinations
      made by the Auditors under this Section 18 shall be binding upon the Company
      and
      the Participant and shall be made within sixty (60) days of the date when a
      Payment becomes payable or transferable. As promptly as practicable following
      such determination and the elections hereunder, the Company shall pay or
      transfer to or for the benefit of the Participant such amounts as are then
      due
      to him or her under the Plan and shall promptly pay or transfer to or for the
      benefit of the Participant in the future such amounts as become due to him
      or
      her under the Plan.




(d)  Overpayments
      and Underpayments .
      As a
      result of uncertainty in the application of Section 280G of the Code at the
      time
      of an initial determination by the Auditors hereunder, it is possible that
      Payments will have been made by the Company that should not have been made
      (an
“Overpayment”) or that additional Payments that will not have been made by the
      Company could have been made (an “Underpayment”), consistent in each case with
      the calculation of the Reduced Amount hereunder. In the event that the Auditors,
      based upon the assertion of a deficiency by the Internal Revenue Service against
      the Company or the Participant that the Auditors believe has a high probability
      of success, determine that an Overpayment has been made, such Overpayment shall
      be treated for all purposes as a loan to the Participant which he or she shall
      repay to the Company, together with interest at the applicable federal rate
      provided in Section 7872(f)(2) of the Code; provided, however, that no amount
      shall be payable by the Participant to the Company if and to the extent that
      such payment would not reduce the amount subject to taxation under Section
      4999
      of the Code. In the event that the Auditors determine that an Underpayment
      has
      occurred, such Underpayment shall promptly be paid or transferred by the Company
      to or for the benefit of the Participant, together with interest at the
      applicable federal rate provided in Section 7872(f)(2) of the Code.




(e)  Related
      Corporations .
      For
      purposes of this Section 18, the term “Company” shall include affiliated
      corporations to the extent determined by the Auditors in accordance with Section
      280G(d)(5) of the Code.




SECTION
      19.  NO
      EMPLOYMENT RIGHTS .




No
      provision of the Plan, nor any right or Option granted under the Plan, shall
      be
      construed to give any person any right to become, to be treated as, or to remain
      an Employee. The Company and its Subsidiaries reserve the right to terminate
      any
      person’s Service at any time and for any reason, with or without
      notice.




SECTION
      20.  DURATION
      AND AMENDMENTS .




(a)  Term
      of the Plan .
      The
      amended and restated Plan, as set forth herein, shall terminate automatically
      ten years after its adoption and may be terminated on any earlier date pursuant
      to Subsection (b) below.




(b)  Right
      to Amend or Terminate the Plan .
      The
      Board of Directors may amend the Plan at any time and from time to time. Rights
      and obligations under any Option granted before amendment of the Plan shall
      not
      be materially impaired by such amendment, except with consent of the person
      to
      whom the Option was granted. An amendment of the Plan shall be subject to the
      approval of the Company’s stockholders only to the extent required by applicable
      laws, regulations or rules.




(d)  Effect
      of Amendment or Termination .
      No
      Shares shall be issued or sold under the Plan after the termination thereof,
      except upon exercise of an Option granted prior to such termination. The
      termination of the Plan, or any amendment thereof, shall not affect any Share
      previously issued or any Option previously granted under the
      Plan.








SECTION
      21.  EXECUTION .





To
      record
      the adoption of the amended and restated Plan by the Board of Directors
      effective as of May 8, 2006, the Company has caused its authorized officer
      to execute the same.


**WEBEX
              COMMUNICATIONS, INC.**By:
            /s/ Subrah
              S. IyarSubrah
              S. IyarTitle President
              and Chief Executive Officer











**ADDENDUM**














**WEBEX
      COMMUNICATIONS, INC.**





**2002
      STOCK INCENTIVE PLAN**





**SUB
      FOR FRANCE**








**Additional
      Terms and Conditions for Employees Subject to Taxation in
      France**





*The
      additional terms and conditions detailed below are to be read in conjunction
      with the rules of the Plan. The terms used herein are defined in the Stock
      Option Agreement for employees subject to the laws in France. Any terms not
      specifically defined in the Stock Option Agreement for employees subject to
      the
      laws in France have the same meaning as defined in the Plan.*




1.
            Notwithstanding
                any other provision of the Plan, options may only be granted to
                individuals (hereafter the "beneficiaries" or
                "Participants"):





-
            having
                an employment contract with the French subsidiary or a Group company
                as
                defined below, upon the date of
                grant;





-
            and/or
                to the non-employed directors having a management function [the
                “président-directeur général”, the “directeur-général”, the “members of
                the “directoire”] of the French subsidiary or a Group company as defined
                below, upon the date of grant.





Options
      may not be issued under the French Sub Plan to employees or executives owning
      upon the date of grant more than ten percent (10%) of the Company's capital
      shares.





-
            A
                Group company is a company having the following capital links with
                the
                granting Company:





-
            At
                least 10% of the French subsidiary capital is held, directly or
                indirectly, by the granting Company,
                or





-
            the
                French subsidiary directly or indirectly holds at least 10% of the
                granting Company's capital, or





-
            at
                least 50% of the French subsidiary's capital is held, directly or
                indirectly by a company which holds, directly or indirectly, at least
                50%
                of the granting Company's capital.





2.
            Notwithstanding
                any other provision of the Plan, the Board can set the exercise price
                of
                any options granted under this sub-plan as the greater of fair market
                value on the date of grant or 80% of the average stock exchange price
                during the twenty days preceding the related grant or 80% of the
                average
                repurchase price of its own shares held by the Company to be allocated
                to
                beneficiaries.





3.
            Notwithstanding
                any other provision of the Plan, options granted within a twenty
                (20) day
                period following a distribution of dividends or a capital increase
                of the
                Company shall not be deemed to have been granted under this Sub-Plan.





4.
            Notwithstanding
                any other provision of the Plan, options granted within the following
                time
                periods shall be deemed not to have been granted under this
                Sub-Plan:





**-** ***during
      the period of time between the ten stock exchange sessions preceding and
      following the date consolidated accounts are made public, or if no***


***consolidated*** ***accounts,
      the date of publication of annual accounts, and***





***-*** ***during
      the period of time between the date the Company becomes aware of information
      which would have a significant impact on the Company’s shares and the***


***date
      after
      the end of ten stock exchange sessions following the date upon which the
      information is made public (pursuant to Article 70 of the bill modifying the
      last***


***paragraph
      of
      Article 208-1 of law n°66-537 of 24 July 1966).***





5.
            Notwithstanding
                any other provision of the Plan, unless otherwise agreed by the Board
                or
                the applicable Committee, options will be exercisable under the vesting
                schedule set out in the Stock Option agreement for employees subject
                to
                the laws in France. Notwithstanding any other provision of the Plan,
                the
                Board is authorized to unilaterally accelerate, reduce, lift or cancel
                vesting of any option granted under this Sub Plan, as may be necessary
                or
                desirable to comply with the French applicable social or tax laws.
                Furthermore, the Board or the applicable Committee has the discretion
                to
                impose a restriction of up to three years on the sale of shares issued
                as
                a result of an option exercise.





6.
            Notwithstanding
                any other provision of the Plan, the exercise price shall remain
                unchanged. The exercise price can only be adjusted upon the occurrence
                of
                the events specified under July 24, 1966 corporate law (section 208-5)
                in
                accordance with French law.





7.  The
      total
      number of options granted and remaining unexercised (outstanding options) will
      never cover a number of shares exceeding one-third of the share capital of
      Webex


Corporation,
      Inc.








Appendix
      A


Peformance
      Criteria





The
      Board
      or Compensation Committee may, but need not, determine that an award shall
      vest
      or be granted subject to the satisfaction of one or more performance goals.
      Performance goals for awards will be determined by the Compensation Committee
      of
      the Board and will be designed to support the business strategy, and align
      executives’ interests with customer and shareholder interests. For awards that
      are intended to qualify as performance-based compensation under Section 162(m),
      performance goals will be based on one or more of the following business
      criteria: unit volume, revenues, customer satisfaction, quality, reliability,
      expenses, productivity, earnings (which includes similar measurements such
      as
      net profits, operating profits and net income, and which may be calculated
      before or after taxes, interest, depreciation, amortization or taxes), margins,
      cash flow, shareholder return, return on equity, return on assets, return on
      investments, working capital, registered users, product or service releases,
      and/or stock price. These criteria may be measured: individually, alternatively
      or in any combination; with respect to the Company, a subsidiary, division,
      business unit, product line, product or any combination of the foregoing; on
      an
      absolute basis, or relative to a target, to a designated comparison group,
      to
      results in other periods or to other external measures; and including or
      excluding items that could affect the measurement, such as extraordinary or
      unusual and nonrecurring gains or losses, litigation or claim judgments or
      settlements, material changes in tax laws, acquisitions or divestitures, the
      cumulative effect of accounting changes, asset write-downs, restructuring
      charges, or the results of discontinued operations.





**STOCK
      APPRECIATION RIGHTS AGREEMENT**





**FOR
      WEBEX COMMUNICATIONS, INC.**





**2000
      Stock Incentive Plan**





THIS
      STOCK APPRECIATION RIGHTS AGREEMENT (the “Stock Appreciation Rights Agreement”)
      together with the Notice of Grant of Stock Appreciation Rights (the “Notice of
      Grant”) to which this Stock Appreciation Rights Agreement is attached and the
      Notice of Stock Appreciation Rights Exercise (the “Notice of Exercise”) attached
      to this Stock Appreciation Rights Agreement and the applicable terms of the
      WebEx Communications, Inc. 2000 Stock Incentive Plan (the “Stock Plan”) contain
      the terms and conditions of the stock appreciation right granted to you pursuant
      to the Notice of Grant. The defined terms in the Stock Plan have the same
      meanings in this Stock Appreciation Rights Agreement.





**Grant
      of Stock Appreciation Right** .
      Effective as of grant date set forth in the Notice of Grant, the Company hereby
      irrevocably grants to you the right to the appreciation on the number of Shares
      set forth in the Notice of Grant (the “SAR”), as determined in the immediately
      succeeding paragraph, upon the terms and conditions set forth in this
      Agreement.





**Settlement
      of Stock Appreciation Rights** .
      Upon
      exercise of all or a specified portion of your SARs, you (or such other person
      entitled to exercise the SAR pursuant to this Agreement and the Plan) shall
      be
      entitled to receive from the Company Shares with an aggregate Fair Market Value
      of a Share on the date of exercise of the SAR equal to the amount determined
      by
      multiplying (i) the amount (if any) by which the Fair Market Value of a Share
      on
      the date of exercise of the SAR exceeds the exercise price per share of the
      SAR
      set forth in the Notice of Grant, by (ii) the number of Shares with respect
      to
      which the SAR shall have been exercised; provided, however, that no fractional
      Share will be issued or delivered pursuant to the Plan or this Agreement, and
      the Committee will determine whether cash will be paid in lieu of any fractional
      Share or whether such fractional Share and any rights thereto will be canceled,
      terminated or otherwise eliminated.





**Vesting
      Schedule and Exercisability** .
      Unless
      your Notice of Grant specifies otherwise, 25% of the Shares subject to the
      SAR
      vest and become exercisable on the first anniversary of the SAR grant date,
      and
      1/48 of the Shares subject to the SAR vest and become exercisable each month
      commencing on the 13 month anniversary of the SAR grant date and ending on
      the
      48 month anniversary of the SAR grant date.





**Term** .
      The SAR
      expires on the date shown in the Notice of Grant, but in no event later than
      the
      tenth anniversary of the SAR grant date set forth in the Notice of
      Grant.





**Regular
      Termination** .
      If your
      common-law employment with the Company or a Subsidiary terminates for any
      reason, your vesting will stop on the date of such termination. This SAR will
      expire ninety (90) days after the date of termination of Service, unless due
      to
      death or Total and Permanent Disability, but in no event later than the
      expiration date of the SAR.





**Death
      or Disability** .
      If your
      Service terminates as a result of your Total and Permanent Disability or death,
      this SAR will expire at the close of business at Company headquarters on the
      date twelve (12) months after the date of your termination of employment, but
      in
      no event later than the expiration date of the SAR.





**Leaves
      of Absence** .
      For
      purposes of this SAR, your Service does not terminate when you go on a military
      leave of absence, a sick leave of absence or another bona fide leave of absence,
      if the leave of absence was approved by the Company in writing and if continued
      crediting of Service is required by the terms of the leave or by applicable
      law.
      Your Service will terminate when the approved leave of absence ends unless
      you
      immediately return to active work. Vesting will be suspended during leaves
      of
      absence unless continued vesting during the leave is required by applicable
      law.





**Restrictions
      on Exercise** .
      The
      Company will not permit you to exercise this SAR if the issuance of Shares
      at
      that time would violate any law or regulation.





**Notice
      of Exercise** .
      You may
      exercise the vested portion of your SAR during its term through the on-line
      brokerage account set up for you by the Company. If you are unable to exercise
      through your on-line brokerage account, you may exercise by completing the
      Notice of Exercise form which is available from the Company stock administrator
      and filing it with the Company stock administrator. The exercise of your SAR
      will be effective when the Notice of Exercise is received by the Company. If
      someone else wants to exercise this SAR after your death, that person must
      prove
      to the Company’s satisfaction that he or she is entitled to do so.





**Withholding
      Taxes and Stock Withholding** .
      No
      stock certificates will be distributed to you unless any withholding taxes
      that
      may be due as a result of this SAR have been paid. By signing this Agreement,
      you authorize the Company or your actual employer to withhold all applicable
      withholding taxes legally payable by you. The Company, in its sole discretion,
      will withhold shares of Common Stock that otherwise would be distributed to
      you
      when the SAR is settled to satisfy the withholding obligation, but not in excess
      of the amount of shares necessary to satisfy the minimum withholding amount.
      The
      Fair Market Value of these shares, determined as of the date when taxes
      otherwise would have been withheld in cash, will be applied to the withholding
      taxes. You also authorize the Company, or your actual employer, to satisfy
      all
      withholding obligations of the Company or your actual employer from your wages
      or other cash compensation payable to you by the Company or your actual
      employer.





**Restrictions
      on Resale** .
      By
      entering into this Stock Appreciation Rights Agreement, you agree not to sell
      any Shares at a time when applicable laws, Company policies or an agreement
      between the Company and its underwriters prohibit a sale (e.g., a lock-up period
      after the Company goes public). This restriction will apply as long as you
      are
      providing Service to the Company or a Subsidiary.





**Transfer
      of SAR** .
      Prior
      to your death, only you can exercise this SAR. You cannot transfer or assign
      this SAR. For instance, you may not sell this SAR or use it as security for
      a
      loan. If you attempt to do any of these things, this SAR will immediately become
      invalid. You may in any event dispose of this SAR in your will. Regardless
      of
      any marital property settlement agreement, the Company is not obligated to
      honor
      a notice of exercise from your former spouse, nor is the Company obligated
      to
      recognize your former spouse’s interest in your SAR in any other
      way.





**Retention
      Rights** .
      Neither
      your SAR nor this Stock Appreciation Rights Agreement give you the right to
      be
      retained by the Company or a Subsidiary in any capacity. The Company and its
      subsidiaries reserve the right to terminate your Service at any time, with
      or
      without cause.





**Stockholder
      Rights** .
      You
      have no rights as a stockholder of the Company until you have exercised this
      SAR
      by giving the required Notice of Exercise to the Company and paying the Exercise
      Price. No adjustments are made for dividends or other rights if the applicable
      record date occurs before you exercise this SAR, except as described in the
      Plan.





**Adjustments** .
      In the
      event of a stock split, a stock dividend or a similar change in the Stock,
      the
      number of Shares subject to this SAR and the Exercise Price per share may be
      adjusted pursuant to the Plan.








**Applicable
      Law** .
      This
      Stock Appreciation Rights Agreement will be interpreted and enforced under
      the
      laws of the State of California (without regard to choice-of-law
      provisions).





**The
      Plan and Other Agreements** .
      The
      text of the Plan is incorporated in this Stock Appreciation Rights Agreement
      by
      reference. Capitalized terms used herein and not defined shall have the meanings
      set forth in the Plan. This Stock Appreciation Rights Agreement, the Notice
      of
      Grant, the Notice of Exercise and the Plan constitute the entire understanding
      between you and the Company regarding this SAR. Any prior agreements,
      commitments or negotiations concerning the SAR are superseded. This Stock
      Appreciation Rights Agreement, the Notice of Grant and the Notice of Exercise
      may be amended only by another written agreement, signed by both you and the
      Company.





**BY
      SIGNING THE NOTICE OF GRANT, YOU AGREE TO ALL OF THE**


**TERMS
      AND CONDITIONS DESCRIBED IN THE NOTICE OF GRANT, THE**


**STOCK
      OPTION AGREEMENT, THE NOTICE OF EXERCISE AND THE PLAN** .











**RESTRICTED
      Stock Unit Agreement**





**WEBEX
      COMMUNICATIONS, INC.**





**2000
      Stock Incentive Plan**





THIS
      RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) together with the Notice of
      Grant of Restricted Stock Units (the “Notice of Grant”) to which this Agreement
      is attached and the applicable terms of the WebEx Communications, Inc. 2000
      Stock Incentive Plan (the “Stock Plan”) contain the terms and conditions of the
      restricted stock unit granted to you pursuant to the Notice of Grant. The
      defined terms in the Stock Plan have the same meanings in this
      Agreement.





**Payment
                for Stock Units**
            No
                payment is required for the Stock Units you receive.**Vesting**
            Subject
                to the terms and conditions of the Plan and this Stock Unit Agreement
                (the
                “Agreement”), your Stock Units vest in accordance with the schedule set
                forth in the Notice of Stock Unit Award. Vesting will be suspended
                during
                leaves of absence unless continued vesting during the leave is required
                by
                applicable law.**Forfeiture**
            When
                your common-law employment with the Company or a Subsidiary terminates
                for
                any reason, vesting of your Stock Units subject to such Award immediately
                stops and such Award expires immediately as to the number of Stock
                Units
                that are not vested as of the date such Service terminates
              
              This
                means that the unvested Stock Units will immediately be cancelled.
                You
                receive no payment for Stock Units that are forfeited.
              
              The
                Company determines when your Service terminates for this purpose
                and all
                purposes under the Plan.**Leaves
                of Absence**
            For
                purposes of this Award, your Service does not terminate when you
                go on a
                military leave of absence, a sick leave of absence or another bona
                fide
                leave of absence, if the leave of absence was approved by the Company
                in
                writing and if continued crediting of Service is required by the
                terms of
                the leave or by applicable law. Your Service will terminate when
                the
                approved leave of absence ends unless you immediately return to active
                work.**Nature
                of Stock Units**
            Your
                Stock Units are mere bookkeeping entries. They represent only the
                Company’s unfunded and unsecured promise to issue shares of Common Stock
                (or distribute
                cash) on a future date. As a holder of Stock Units, you have no rights
                other than the rights of a general creditor of the
                Company.**No
                Voting Rights or Dividends**
            Your
                Stock Units carry neither voting rights nor rights to dividends.
                You, or
                your estate or heirs, have no rights as a stockholder of the Company
                unless and until your Stock Units are settled by issuing shares of
                the
                Company’s Common Stock. No adjustments will be made for dividends or other
                rights if the applicable record date occurs before your stock certificate
                is issued, except as described in the Plan.**Stock
                Units Nontransferable**
            You
                may not sell, transfer, assign, pledge or otherwise dispose of any
                Stock
                Units. For instance, you may not use your Stock Units as security
                for a
                loan.**Settlement
                of Stock Units**
            Each
                of your Stock Units will be settled when it vests.
              
              At
                the time of settlement, you will receive one share of the Company’s Common
                Stock for each vested Stock Unit; provided, however, that no fractional
                Share will be issued or delivered pursuant to the Plan or this Agreement,
                and the Committee will determine whether cash will be paid in lieu
                of any
                fractional Share or whether such fractional Share and any rights
                thereto
                will be canceled, terminated or otherwise eliminated.**Withholding
                Taxes and Stock Withholding**
            No
                stock certificates will be distributed to you unless any withholding
                taxes
                that may be due as a result of this award have been paid. By signing
                this
                Agreement, you authorize the Company or your actual employer to withhold
                all applicable withholding taxes legally payable by you. The Company,
                in
                its sole discretion, will withhold shares of Common Stock that otherwise
                would be distributed to you when the units are settled to satisfy
                the
                withholding obligation, but not in excess of the amount of shares
                necessary to satisfy the minimum withholding amount. The Fair Market
                Value
                of these shares, determined as of the date when taxes otherwise would
                have
                been withheld in cash, will be applied to the withholding taxes.
                You also
                authorize the Company, or your actual employer, to satisfy all withholding
                obligations of the Company or your actual employer from your wages
                or
                other cash compensation payable to you by the Company or your actual
                employer.**Restrictions
                on Resale**
            By
                signing this Agreement, you agree not to sell any shares of the Company’s
                Common Stock issued upon settlement of the Stock Units at a time
                when
                applicable laws or Company policies prohibit a sale. This restriction
                will
                apply as long as you are an employee, consultant or director of the
                Company or a subsidiary of the Company.**No
                Retention Rights**
            Neither
                your Award nor this Agreement gives you the right to be retained
                by the
                Company or a subsidiary of the Company in any capacity. The Company
                and
                its subsidiaries reserve the right to terminate your Service at any
                time,
                with or without cause.**Adjustments**
            In
                the event of a stock split, a stock dividend or a similar change
                in
                Company stock, the number of Stock Units covered by this Award may
                be
                adjusted pursuant to the Plan.**Beneficiary
                Designation**
            You
                may dispose of your Stock Units in a written beneficiary designation.
                A
                beneficiary designation must be filed with the Company on the proper
                form.
                It will be recognized only if it has been received at the Company’s
                headquarters before your death. If you file no beneficiary designation
                or
                if none of your designated beneficiaries survives you, then your
                estate
                will receive any vested Stock Units that you hold at the time of
                your
                death.**Applicable
                Law**
            This
                Agreement will be interpreted and enforced under the laws of the
                State of
                California (without regard to choice-of-law provisions).**The
                Plan and Other Agreements**
            The
                text of the Plan is incorporated in this Agreement by reference.
                All
                capitalized terms in this Agreement shall have the meanings assigned
                to
                them in the Plan. This Agreement and the Plan constitute the entire
                understanding between you and the Company regarding this Award. Any
                prior
                agreements, commitments or negotiations concerning this Award are
                superseded. This Agreement may be amended only by another written
                agreement, signed by both parties.




**BY
      SIGNING THE NOTICE OF GRANT, YOU AGREE TO ALL OF THE**


**TERMS
      AND CONDITIONS DESCRIBED IN THE NOTICE OF GRANT, THIS**


**AGREEMENT
      AND THE PLAN.**