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Exhibit 4.3    
    


 
 

HYPERSPACE COMMUNICATIONS, INC.
  2004 EQUITY INCENTIVE PLAN
  SECTION 1. PURPOSE    
    


        The purpose of the HyperSpace Communications, Inc. 2004 Equity Incentive Plan (the "Plan") is to promote the interests of HyperSpace
Communications, Inc., a Colorado corporation (the "Company"), by offering opportunities to selected persons to participate in the Company's growth and success, and to encourage them to remain
in the service of the Company or a Related Company (as defined in Section 2) and to acquire and maintain stock ownership in the Company. 


 
 

SECTION 2. DEFINITIONS    
    


        "Award" means any Option or Stock Award. 


        "Board" means the Board of Directors of the Company. 


        "Cause" unless otherwise defined in the instrument evidencing the Award or in a written employment, or services or other agreement between
the Participant and the Company or a Related Company and the Participant, means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding. 


        "Code" means the Internal Revenue Code of 1986, as amended from time to time. 


        "Common Stock" means the Common Stock, no par value per share, of the Company. 



        "Company Transaction," unless otherwise defined in the instrument evidencing the Award or
in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of either: 


        (a)   a
merger or consolidation of the Company with or into any other company, entity or person or 


        (b)   a
sale, lease, exchange or other transfer, in one transaction or a series of related transactions undertaken with a common purpose, of all or substantially all the
Company's then outstanding securities or all or substantially all the Company's assets; 


        provided,
however, that a Company Transaction shall not include a Related Party Transaction. 


        "Disability" unless otherwise defined by the Plan Administrator or in the instrument evidencing the Award or in a written employment or
services agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is
expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Plan Administrator, to perform his or her duties for the
Company or a Related Company and to be engaged in any substantial gainful activity on behalf of the Company or a Related Company. 


        "Early Retirement" means Termination of Service prior to Retirement on terms and conditions approved by the Plan Administrator. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



        "Fair Market Value" means the per share value of the Common Stock as established in good faith by the Plan Administrator or, if the Common
Stock is (a) listed on the Nasdaq National Market, the 


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closing
sales price for the Common Stock as reported by that market for regular session trading for a single trading day, or (b) listed on the New York Stock Exchange or the American Stock
Exchange, the closing sales price for the Common Stock as such price is officially quoted in the composite tape of transactions on such exchange for regular session trading for a single trading day,
(c) quoted on the Nasdaq SmallCap Market, the last sales price as reported by that market for a single trading day or (d) quoted on the OTC Bulletin Board Service or by the National
Quotation Bureau, Inc., the average of the high bid and low asked prices reported by such service for a single trading day. If there is no such reported price for the Common Stock for the date
in question, then such price on the last preceding date for which such price exists shall be determinative of Fair Market Value. 


        "Good Reason" means the occurrence of any of the following events or conditions and the failure of the Successor Company to cure such
event or condition within 30 days after receipt of written notice from the Participant: 



        (a)   a
change in the Participant's status, title, position or responsibilities (including reporting responsibilities) that, in the Participant's reasonable judgment,
represents a substantial reduction in the status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Participant of any duties or responsibilities that,
in the Participant's reasonable judgment, are materially inconsistent with such status, title, position or responsibilities; or any removal of the Participant from or failure to reappoint or reelect
the Participant to any of such positions, except in connection with the termination of the Participant's employment for Cause, as a result of his or her Disability or death, or by the Participant
other than for Good Reason; 


        (b)   a
reduction in the Participant's annual base salary; 


        (c)   the
Successor Company's requiring the Participant (without the Participant's consent) to be based at any place outside a 50-mile radius of his or her place
of employment prior to a Company Transaction, except for reasonably required travel on the Successor Company's business that is not materially greater than such travel requirements prior to the
Company Transaction; 


        (d)   the
Successor Company's failure to: (i) continue in effect any material compensation or benefit plan (or the substantial equivalent thereof) in which the
Participant was participating at the time of a Company Transaction, including, but not limited to, the Plan, or (ii) provide the Participant with compensation and benefits substantially
equivalent (in terms of benefit levels and/or reward opportunities) to those provided for under each material employee benefit plan, program and practice as in effect immediately prior to the Company
Transaction; 


        (e)   any
material breach by the Successor Company of its obligations to the Participant under the Plan or any substantially equivalent plan of the Successor Company; or 



        (f)    any
purported termination of the Participant's employment or service relationship for Cause by the Successor Company that is not in accordance with the definition of
Cause under the Plan. 


        "Grant Date" means the date on which the Plan Administrator completes the corporate action authorizing the grant of an Award or such later
date specified by the Plan Administrator provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date. 



        "Incentive Stock Option" means an Option granted with the intention that it qualify as an "incentive stock option" as that term is defined
in Section 422 of the Code. 


        "Nonqualified Stock Option" means an Option other than an Incentive Stock Option. 


        "Option" means the right to purchase Common Stock granted under Section 7. 


        "Option Expiration Date" has the meaning set forth in Section 7.6. 


        "Option Term" has the meaning set forth in Section 7.3. 


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        "Participant" means the person to whom an Award is granted. 


        "Plan Administrator" has the meaning set forth in Section 3.1. 



        "Related Company" means any entity that, directly or indirectly, is in control of or is controlled by the Company. 


        "Related Party Transaction" means: (a) a merger or consolidation of the Company in which the holders of the outstanding voting
securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately after the merger or
consolidation; (b) a sale, lease, exchange or other transfer of the Company's assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of
restructuring the capital of the Company, including but not limited to, reincorporating the Company in a different jurisdiction or creating a holding company; or (d) a corporate dissolution or
liquidation. 


        "Retirement," unless otherwise defined by the Plan Administrator from time to time for
purposes of the Plan, means Termination of Service on or after the date the individual reaches "normal retirement age" as that term is defined in Section 411(a)(8) of the Code. 


        "Securities Act" means the Securities Act of 1933, as amended. 



        "Stock Award" means an Award of shares of Common Stock or units denominated in Common Stock granted under Section 9, the rights of
ownership of which may be subject to restrictions prescribed by the Plan Administrator. 


        "Successor Company" means the surviving company, the successor company or its parent, as applicable, in connection with a Company
Transaction. 


        "Termination of Service" means a termination of employment or service relationship with the Company or a Related Company for any reason,
whether voluntary or involuntary, including death, Disability, Early Retirement or Retirement, as determined by the Plan Administrator in its sole discretion. Any question as to whether and when there
has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Plan Administrator and its determination shall be final. Transfer
of the Participant's employment or service relationship between Related Companies, or between the Company and any Related Company, shall not be considered a Termination of Service for purposes of an
Award, but unless the Plan Administrator determines otherwise, a Termination of Service shall be deemed to occur if the Participant's employment or service relationship is with an entity that has
ceased to be a Related Company. 


        "Vesting Commencement Date" means the Grant Date or such other date selected by the Plan Administrator as the date from which the Option
begins to vest for purposes of Section 7.4. 


 
 

SECTION 3. ADMINISTRATION    
    



3.1   Plan Administrator  


        The Plan shall be administered by the Board and/or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more
members of the Board (a "Plan Administrator"). Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible
persons to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time. 


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3.2   Administration and Interpretation by Plan Administrator  


        Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all
matters relating to Awards under the Plan, including selecting the persons to be granted Awards, determining the type of Awards, the number of shares of Common Stock subject to an Award, and all
terms, conditions, restrictions and limitations, if any, of an Award, and approving the forms of agreement for use under the Plan. The Plan Administrator shall also have exclusive authority to
interpret the Plan and the terms of any instrument evidencing the Award and may from time to time adopt and change rules and regulations of general application for the Plan's administration. The Plan
Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding
on all parties involved or affected. The Plan Administrator may delegate ministerial duties to such of the Company's officers as it so determines. For purposes of determining the effect on vesting an
Award of a Company-approved leave of absence or a Participant's working less than full time, the human resources director or other person performing that function may be deemed the Plan Administrator. 


 
 

SECTION 4. STOCK SUBJECT TO THE PLAN    
    


4.1   Authorized Number of Shares  


        Subject to adjustment from time to time as provided in Section 12.1, a maximum of 700,000 shares of Common Stock shall be available for issuance under the
Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. 


4.2   Reuse of Shares  


        (a)   Shares
of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses,
expires, terminates or is cancelled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and are thereafter reacquired by the Company, the
shares subject to such Awards or the reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company
as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations, or (ii) covered by an Award that is settled in cash, shall be available
for Awards under the Plan. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by the Company. 


        (b)   The
Committee shall have the authority to grant awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans
or arrangements of the Company. 


        (c)   Notwithstanding
the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number stated in
Section 4.1, subject to adjustment from time to time as provided in Section 12.1. 


 
 

SECTION 5. ELIGIBILITY    
    


        An Award may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Award
may also be granted to any consultant, advisor or independent contractor who provides services to the Company or any Related Company, so long as such Participant (a) renders bona fide services
that are not in connection with the 


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offer
and sale of the Company's securities in a capital-raising transaction and (b) does not directly or indirectly promote or maintain a market for the Company's securities. 


 
 

SECTION 6. AWARDS    
    


6.1   Form and Grant of Awards  


        The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Awards may be
granted singly or in combination. 


6.2   Settlement of Awards  


        The Company may settle Awards through the delivery of shares of Common Stock, the granting of replacement Awards or any combination thereof as the Plan
Administrator shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred stock equivalents. 


6.3   Acquired Company Awards  


        Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans,
or assume under the Plan awards issued under other plans, if the other plans are or were plans of other acquired entities ("Acquired Entities") (or the parent of an Acquired Entity) and the new Award
is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or stock, reorganization or liquidation (the "Acquisition Transaction"). In the event that a
written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said agreement sets forth the terms and conditions of the substitution for or assumption of
outstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be
required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants. 


 
 

SECTION 7. AWARDS OF OPTIONS    
    


7.1   Grant of Options  


        The Plan Administrator shall have the authority, in its sole discretion, to grant Options designated as Incentive Stock Options or as Nonqualified Stock Options. 



7.2   Option Exercise Price  


        The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than the minimum exercise price
required by Section 8.3 with respect to Incentive Stock Options. 


7.3   Term of Options  


        Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the "Option
Term") shall be as established for that Option by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be
as specified in Section 8.4. 


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7.4   Exercise of Options  


        The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall
vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall
vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time: 



	Period of Participant's Continuous

Employment or Service With the

Company or Its Related Companies From the

Vesting Commencement Date
 
	 	Portion of Total Option

That Is Vested and Exercisable
 
	 
	After 1 year	 	25	%
	Each year thereafter	 	25	%
	After 4 years	 	100	%






        To
the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise
agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full
as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan
Administrator. 


7.5   Payment of Exercise Price  


        The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option
exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable
to the Plan Administrator for that purchase, which forms may include: 


        (a)   cash; 


        (b)   check; 


        (c)   tendering
(either actually or, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common
Stock already owned by the Participant for at least six months (or any shorter period necessary to avoid a charge to the Company's earnings for financial reporting purposes) that have a Fair
Market Value equal to the aggregate exercise price of the shares being purchased under the Option; 



        (d)   if
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed exercise notice, together with
irrevocable instructions to a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or 


        (e)   such
other consideration as the Plan Administrator may permit. 


        In
addition, to assist a Participant in acquiring shares of Common Stock pursuant to an Award granted under the Plan, the Plan Administrator, in its sole discretion, may authorize,
either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a Participant of the purchase price of the Common Stock by a promissory
note, or (ii) the 


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guarantee
by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse to the extent necessary to avoid charges to the Company's earnings for
financial reporting purposes. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of
and security for repayment. Notwithstanding the foregoing, with respect to officers and directors of the Company, the Plan Administrator shall not be obligated to accept, and shall not permit or
accept, payment of the exercise price under an Option in any form or combination of forms that would constitute a personal loan to or for such officer or director, by the Company, in violation of
Section 13(k) of the Exchange Act. 



7.6   Post-Termination Exercises  


        The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the
terms and conditions of such exercise, if a Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or
modified by the Plan Administrator at any time: 


        (a)   Any
portion of an Option that is not vested and exercisable on the date of a Participant's Termination of Service shall expire on such date. 


        (b)   Any
portion of an Option that is vested and exercisable on the date of a Participant's Termination of Service shall expire on the earliest to occur of: 



        (i)    if
the Participant's Termination of Service occurs for reasons other than Cause, Retirement or Early Retirement, Disability or death, the date which is
three months after such Termination of Service; 


        (ii)   if
the Participant's Termination of Service occurs by reason of Retirement or Early Retirement, Disability or death, the one-year anniversary of such
Termination of Service; 


        (iii)  if
the Participant's Termination of Service occurs by reason of Cause, the date which is thirty days after such Termination of Service;and 


        (iv)  the
last day of the Option Term (the "Option Expiration Date"). 




        Notwithstanding
the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and
exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date
of death, unless the Plan Administrator determines otherwise. 


        Also
notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first
notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an
investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in
its sole discretion. 


        (c)   A
Participant's change in status from an employee to a consultant, advisor or independent contractor or a change in status from a consultant, advisor or independent
contractor to an employee, shall not be considered a Termination of Service for purposes of this Section 7. 


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        (d)   The
effect of a Company-approved leave of absence on the application of this Section 7 shall be determined by the Plan Administrator, in its sole discretion. 


 
 

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS    
    


        Notwithstanding any other provisions of the Plan, and to the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the
following additional terms and conditions: 


8.1   Dollar Limitation  


        To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a Participant's Incentive Stock Options
become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same
calendar year, such limitation shall be applied on the basis of the order in which such Options are granted. 


8.2   Eligible Employees  


        Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options. 



8.3   Exercise Price  


        The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date, and in the case of an
Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a "Ten
Percent Stockholder"), shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with
Section 422 of the Code. 


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8.4   Option Term  


        Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock Option
shall not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years. 



8.5   Exercisability  


        An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised
(if permitted by the terms of the Option): (a) more than three months after the date of a Participant's Termination of Service if termination was for reasons other than death or
Disability, (b) more than one year after the date of a Participant's Termination of Service if termination was by reason of Disability, or (c) after the Participant has been on leave of
absence for more than 90 days, unless the Participant's reemployment rights are guaranteed by statute or contract. 



8.6   Taxation of Incentive Stock Options  


        In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired
upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise. 


        A
Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods. 



8.7   Promissory Notes  


        The amount of any promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by
the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes. 


8.8   Code Definitions  


        For the purposes of this Section 8, "parent corporation" and "subsidiary corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code. 


 
 

SECTION 9. STOCK AWARDS    
    


9.1   Grant of Stock Awards  


        The Plan Administrator is authorized to make Awards of Common Stock or Awards denominated in units of Common Stock on such terms and conditions and subject to
such repurchase or forfeiture restrictions, if any (which may be based on continuous service with the Company or the achievement of performance goals where such goals may be stated in absolute terms
or relative to comparison companies), as the Plan Administrator shall determine, in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the
Award. The terms, conditions and restrictions that the Plan Administrator shall have the power to determine shall include, without limitation, the manner in which shares subject to Stock Awards are
held during the periods they are subject to restrictions and the circumstances under which repurchase or forfeiture of the Stock Award shall occur by reason of a Participant's Termination of Service. 


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9.2   Issuance of Shares  


        Upon the satisfaction of any terms, conditions and restrictions prescribed in respect to a Stock Award, or upon a Participant's release from any terms, conditions
and restrictions of a Stock Award, as determined by the Plan Administrator, the Company shall release, as soon as practicable, to the Participant or, in the case of the Participant's death, to the
personal representative of the Participant's estate or as the appropriate court directs, the appropriate number of shares of Common Stock. 



9.3   Waiver of Restrictions  


        Notwithstanding any other provisions of the Plan, the Plan Administrator may, in its sole discretion, waive the repurchase or forfeiture period and any other
terms, conditions or restrictions on any Stock Award under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate. 


 
 

SECTION 10. WITHHOLDING    
    


        The Company may require the Participant to pay to the Company the amount of any taxes that the Company is required by applicable federal, state, local or foreign
law to withhold with respect to the grant, vesting or exercise of an Award. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. 


        The
Plan Administrator may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by: (a) paying cash to the Company, (b) having
the Company withhold from cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a number of shares of Common Stock that would
otherwise be issued to the Participant (or become vested in the case of Stock Awards) having a value equal to the tax withholding obligations, or (d) surrendering a number of shares of Common
Stock the Participant already owns having a value equal to the tax withholding obligations. The value of the shares so withheld may not exceed the employer's minimum required tax withholding rate, and
the value of the shares so tendered may not exceed such rate to the extent the Participant has owned the tendered shares for less than six months if such limitation is necessary to avoid a
charge to the Company for financial reporting purposes. Notwithstanding the foregoing, with respect to officers and directors of the Company, the Plan Administrator shall not be obligated to permit,
and shall not permit the satisfaction by the officer or director of his or her tax withholding obligations in any manner that would constitute a personal loan to or for the officer or director, by the
Company, in violation of Section 13(k) of the Exchange Act. 


 
 

SECTION 11. ASSIGNABILITY    
    


        No Award or interest in an Award may be assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by
will or by the applicable laws of descent and distribution, except to the extent a Participant designates a beneficiary on a Company-approved form who may exercise the Award or receive payment under
the Award after the Participant's death. During a Participant's lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by
Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award; provided, however, that an Award so assigned or transferred
shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing the Award. 


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SECTION 12. ADJUSTMENTS    
    


12.1 Adjustment of Shares  


        In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company's corporate or capital structure results in (a) the outstanding shares of Common
Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other company, or (b) new,
different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock of the Company, then the Plan Administrator shall make proportional
adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Section 4 and (ii) the number and kind of
securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan
Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction
shall not be governed by this Section 12.1 but shall be governed by Sections 12.2 and 12.3, respectively. 


12.2 Dissolution or Liquidation  


        To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options and Stock Awards
denominated in units shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been
waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 


12.3 Company Transaction  



 12.3.1  Options  




        In the event of a Company Transaction, except as otherwise provided in the instrument evidencing the Award, each outstanding Option may be assumed or continued or
an equivalent option or right substituted by the surviving corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation"). In the event that the
Successor Corporation refuses to assume, continue or substitute for the Option, the Plan Administrator may provide in the instrument evidencing the Award, or subsequently, that a Participant may vest
in and have the right to exercise the Option as to some or all the shares of Common Stock subject thereto, including shares as to which the Option would not otherwise be vested or exercisable, but
unless so provided no such vesting shall occur. The Plan Administrator shall notify the Participant in writing or electronically of any such vesting and of the time period in connection with the
Company Transaction in which the Option must be exercised, and the Option shall terminate upon the expiration of such period. If the consideration received in the Company Transaction is not solely
common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option, for
each share of Common Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Common Stock in the
Company Transaction. All Options shall terminate and cease to remain outstanding immediately following the consummation of the Company Transaction, except to the extent assumed by the Successor
Corporation. 



 12.3.2  Stock Awards  




        In the event of a Company Transaction, except as otherwise provided in the instrument evidencing the Award and unless otherwise provided in any written agreement
between a Participant and the 


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Company
or a Related Company, the vesting of shares subject to Stock Awards and the forfeiture provisions to which such shares are subject shall each continue in effect. The number of shares subject
to such converted restricted stock awards shall be adjusted in the same manner as provided in Section 12.3.1 for Options. 


12.4 Further Adjustment of Awards  


        Subject to Sections 12.2 and 12.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with
respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to
provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants,
to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after
any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action. 


12.5 Limitations  


        The grant of Awards shall in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 


12.6 Fractional Shares  



        In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such
adjustment. 


 
 

SECTION 13. FIRST REFUSAL AND REPURCHASE RIGHTS    
    


13.1 First Refusal Rights  


        Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company
shall have the right of first refusal with respect to any proposed sale or other disposition by a Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal
shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares. 


13.2 Repurchase Rights  


        Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, upon a
Participant's Termination of Service, all shares of Common Stock issued pursuant to an Award (whether issued before or after such Termination of Service) shall be subject to repurchase by the Company,
at the Company's sole discretion, at the Fair Market Value of such shares on the date of such repurchase. The terms and conditions upon which such repurchase right shall be exercisable (including the
period and procedure for exercise) shall be established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares. 


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13.3 General  


        The Company may not exercise its first refusal or repurchase rights under Sections 13.1 and 13.2 earlier than six months and one day following the
date the shares were purchased by a Participant (or any shorter period determined by the Company to be sufficient to avoid a charge to the Company's earnings for financial reporting purposes or
required by applicable law). 


        The
Company's first refusal and repurchase rights under this Section 13 are assignable by the Company at any time. 


 
 

SECTION 14. MARKET STANDOFF    
    


        In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities
Act, including the Company's initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer
for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the
Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period
exceed 180 days. The limitations of this Section 14 shall in all events terminate two years after the effective date of the Company's initial public offering. 



        In
the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company's outstanding Common Stock effected as
a class without the Company's receipt of consideration, any new, substituted or additional securities distributed with respect to the purchased shares shall be immediately subject to the provisions of
this Section 14, to the same extent the purchased shares are at such time covered by such provisions. 


        In
order to enforce the limitations of this Section 14, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the
applicable standoff period. 


 
 

SECTION 15. AMENDMENT AND TERMINATION    
    


15.1 Amendment, Suspension or Termination of Plan  


        The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that
to the extent required for compliance with Section 422 of the Code or any applicable law or regulation, stockholder approval shall be required for any amendment that would (a) increase
the total number of shares available for issuance under the Plan, (b) modify the class of employees eligible to receive Options, or (c) otherwise require stockholder approval under any
applicable law or regulation. Any amendment made to the Plan that would constitute a "modification" to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent
of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only. 


15.2 Term of Plan  


        The Plan shall have no fixed expiration date; provided, however, that no Incentive Stock Options may be granted more than ten years after the later of
(a) the adoption by the Board of the Plan and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of
the Code. 


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15.3 Consent of Participant  


        The suspension, amendment or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant's consent,
materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the
consent of the Participant, be made in a manner so as to constitute a "modification" that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, any adjustments made pursuant to Sections 12.1 through 12.3 shall not be subject to these restrictions. 


 
 

SECTION 16. GENERAL    
    



16.1 Evidence of Awards  


        Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan
Administrator shall deem advisable and that are not inconsistent with the Plan. 


16.2 No Individual Rights  


        Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate
a Participant's employment or other relationship at any time, with or without Cause. 


16.3 Issuance of Shares  


        Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any
other distribution of benefits under the Plan unless, in the opinion of the Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction), and the applicable requirements of any securities exchange or similar entity. 


        The
Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the
laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations
or qualifications if made. 


        To
the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected
on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. As a condition to the exercise of an Option or any other receipt of Common
Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased
or received only for the Participant's own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time
to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the
official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by
counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan
Administrator may also require the Participant to execute and deliver to 


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the
Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 



16.4 No Rights as a Stockholder  


        No Option or Stock Award denominated in units shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date
of issuance under the Plan of the shares that are the subject of such Award. 


16.5 Compliance With Laws and Regulations  


        Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent
permitted by law, be construed as an "incentive stock option" within the meaning of Section 422 of the Code. 


16.6 Participants in Other Countries  


        The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of
the laws of other countries in which the Company or any Related Company may operate to assure the viability of the benefits from Awards granted to Participants employed in such countries and to meet
the objectives of the Plan. 


16.7 No Trust or Fund  


        The Plan is intended to constitute an "unfunded" plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of
Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company. 



16.8 Severability  


        If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the
Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or
deemed amended without, in the Plan Administrator's determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award,
and the remainder of the Plan and any such Award shall remain in full force and effect. 



16.9 Choice of Law; Jurisdiction and Venue  


        The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Colorado without giving effect to principles
of conflicts of law. Any action at law or in equity arising directly or indirectly in connection with, out of, or related to the Plan or any Award shall be initiated only in the state or federal
courts located in the city and county of Denver, Colorado. Each Participant in the Plan hereby irrevocably waives any right such Participant may have to object to, transfer, or change the venue of any
action brought or arising out of or in connection with this Agreement. 


 
 

SECTION 17. EFFECTIVE DATE    
    


        The effective date is the date on which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within 12 months after
the Board's adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 


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QuickLinks



Exhibit 4.3


HYPERSPACE COMMUNICATIONS, INC. 2004 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE

SECTION 2. DEFINITIONS

SECTION 3. ADMINISTRATION

SECTION 4. STOCK SUBJECT TO THE PLAN

SECTION 5. ELIGIBILITY

SECTION 6. AWARDS

SECTION 7. AWARDS OF OPTIONS

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS


SECTION 9. STOCK AWARDS

SECTION 10. WITHHOLDING

SECTION 11. ASSIGNABILITY

SECTION 12. ADJUSTMENTS

SECTION 13. FIRST REFUSAL AND REPURCHASE RIGHTS

SECTION 14. MARKET STANDOFF

SECTION 15. AMENDMENT AND TERMINATION

SECTION 16. GENERAL

SECTION 17. EFFECTIVE DATE