Prepared by MERRILL CORPORATION




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EXHIBIT 10.6    
  


 
 

1999 STOCK OPTION PLAN    
  


1.  Purposes of the Plan. The purposes of this Plan are: 


    (a) to
attract and retain the best available personnel for positions of substantial responsibility, 


    (b) to
provide additional incentive to selected key Employees, Consultants and Directors, and 



    (c) to
promote the success of the Company's business. 


2.  Definitions. For the purposes of this Plan, the following terms have the following meanings: 


    (a) "Administrator" means the Board or any of its Committees that administer the Plan, in accordance with
Section 4. 


    (b) "Applicable Laws" means the legal requirements relating to the administration of and issuance of securities under
stock option plans, including, without limitation, the requirements of state corporations law, federal and state securities law, federal and state tax law, and the requirements of any stock exchange
or quotation system upon which the Shares may then be listed or quoted. 


    (c) "Board" means the Board of Directors of the Company. 


    (d) "Code" means the Internal Revenue Code of 1986, as amended. 


    (e) "Committee" means a Committee appointed by the Board in accordance with Section 4. 


    (f)  "Common Stock" means the Common Stock of the Company. 


    (g) "Company" means Power Measurement Holdings, Inc., a Delaware corporation. 


    (h) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render
services and who is compensated for such services, provided that the term "Consultant" does not include (i) Employees, or (ii) Directors who are paid only a director's fee by the Company
or who are not compensated by the Company for their services as Directors. 


    (i)  "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship is not
interrupted or terminated by the Company, any Parent or Subsidiary, or by the Employee or Consultant. Continuous Status as an Employee or Consultant will not be considered interrupted in the case of:
(i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave, provided, that for purposes of
Incentive Stock Options, any such leave may not exceed 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract (including certain Company polices) or statute;
or (ii) transfers between locations of the Company or between the Company, its Parent, its Subsidiaries or its successor. 


    (j)  "Director" means a member of the Board. 


    (k) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


    (l)  "Employee" means any person, including Officers and Directors employed as a common law employee by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director's fee by the Company will be sufficient, in and of itself, to constitute "employment" by the Company. 


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


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    (n) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 




	(i)
	If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock will be the closing sales price
for such stock (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day
prior to the day of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable.



	(ii)
	If
the Common Stock is quoted on the NASDAQ System (but not on the NASDAQ National Market System) or is regularly quoted by recognized securities dealers but selling prices are not
reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street journal or any other source the Administrator considers reliable.



	(iii)
	In
the absence of any established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator with reference to any factors the
Administrator considers appropriate. 





    (o) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


    (p) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


    (q) "Notice of Grant" means a written notice evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement. 


    (r) "Officer" means a person who is an officer of the Company within the meaning of Section 15 of the Exchange
Act and the rules and regulations promulgated thereunder. 


    (s) "Option" means a stock option granted under this Plan. 


    (t)  "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of this Plan. 



    (u) "Option Exchange Program" means a program in which outstanding Options are surrendered in exchange for Options with
a lower exercise price. 


    (v) "Optioned Stock" means the Common Stock subject to an Option. 


    (w) "Optionee" means an Employee, Consultant or Director who holds an outstanding Option. 


    (x) "Parent" means a "parent corporation" with respect to the Company, whether now or later existing, as defined in
Section 424(e) of the Code. 


    (y) "Plan" means this 1999 Stock Option Plan. 


    (z) "Section" means, except as otherwise specified, a section of this Plan. 


    (aa)
"Share" means a share of the Common Stock, as adjusted in accordance with Section 13. 



    (bb)
"Subsidiary" means a "subsidiary corporation" with respect to the Company, whether now or later existing, as defined in
Section 424(f) of the Code. 


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3.  Stock Subject to the Plan. 


    Subject
to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be optioned under the Plan will be 6,990 Shares of Common Stock. The
Shares may be authorized, but unissued, or reacquired Common Stock. If the Company reacquires Shares which were issued pursuant to the exercise of an Option, however, those reacquired Shares will not
be available for future grant under the Plan. 


    If
an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were
subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). 


4.  Administration of the Plan. 



    (a) Procedure. 




	(i)
	Composition of the Administrator. The Plan will be administered by (A) the Board, or (B) a Committee designated by the
Board, which Committee will be constituted to satisfy Applicable Laws. Once appointed, a Committee will serve in its designated capacity until otherwise directed by the Board. The Board may increase
the size of the Committee and appoint additional members, remove members (with or without cause) and substitute new members, fill vacancies (however caused), and remove all members of the Committee
and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws. Notwithstanding the foregoing, from and after such time as the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Plan will be administered only by a Committee, which will then consist solely of persons who are both "non-employee
directors" within the meaning of Rule 16b-3 promulgated under the Exchange Act and "outside directors" within the meaning of Section 162(m) of the Code.



	(ii)
	Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers who are not
Directors, and Employees and Consultants who are neither Directors nor Officers. 






    (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to that Committee, the Administrator will have the authority, in its discretion: 




	(i)
	to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(n);



	(ii)
	to
select the Consultants and Employees to whom Options may be granted;



	(iii)
	to
determine whether and to what extent Options are granted;



	(iv)
	to
determine the number of shares of Common Stock to be covered by each Option granted;



	(v)
	to
approve forms of Option Agreement;



	(vi)
	to
determine the terms and conditions, not inconsistent with the terms of this Plan, of any grant of Options, including, but not limited to, (A) the Options' exercise price,
(B) the time or times when Options may be exercised, which may be based on performance criteria or other reasonable conditions such as Continuous Status as an Employee or Consultant or
continuous service as a Director; (C) any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Optioned Stock, based in each
case on factors that the Administrator determines in its sole discretion, including but not limited to a requirement subjecting the Optioned Stock 




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to
(i) certain restrictions on transfer (including without limitation a right of first refusal in favor of the Company), and  (ii) a right of repurchase in
favor of the Company upon termination of the Optionee's employment, which right will terminate no later than the date on
which the Company's securities become publicly traded; 



	(vii)
	to
determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to a grant of Options under this Plan will be deferred either
automatically or at the election of the participant (including providing for and determining the amount, if any, of any deemed earnings on any deferred amount during any deferral period);



	(viii)
	to
reduce the exercise price of any Option to the Fair Market Value at the time of the reduction, if the Fair Market Value of the Common Stock covered by that Option has declined
since the date it was granted;



	(ix)
	to
construe and interpret the terms of this Plan;



	(x)
	to
prescribe, amend, and rescind rules and regulations relating to the administration of this Plan;



	(xi)
	to
modify or amend each Option, subject to Section 15(c);



	(xii)
	to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator;



	(xiii)
	to
institute an Option Exchange Program;



	(xiv)
	to
determine the terms and restrictions applicable to Options; and



	(xv)
	to
make all other determinations it considers necessary or advisable for administering this Plan. 





    (c) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations will be final
and binding on all Optionees and any other holders of Options. 



5.  Eligibility. 


    Options
granted under this Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Nonstatutory Stock Options may
be granted to Employees, Consultants and Directors. Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee or Consultant who has been granted an Option may be
granted additional Options. 


6.  Limitations. 


    (a) Designation. Each Option will be designated in the Notice of Grant as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designations, if the Shares subject to an Optionee's Incentive Stock Options (granted under all plans of the Company or any Parent or
Subsidiary), which become exercisable for the first time during any calendar year, have a Fair Market Value in excess of $100,000, the Options accounting for this excess will be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken
into account in the order in which they were granted, and the Fair Market Value of the Shares will be determined as of the time of grant. 


    (b) No Employment Rights. Neither this Plan nor any Option will confer upon an Optionee any right with respect to
continuing the Optionee's employment or consulting relationship with the Company, or continuing service as a Director, nor will they interfere in any way with the Optionee's 


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right or the Company's right to terminate such employment or consulting relationship or directorship at any time, with or without cause. 


7.  Term of the Plan. 


    Subject
to Section 19, this Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company as described in
Section 19. It will continue in effect for a term of ten years unless terminated earlier under Section 15. Unless otherwise provided in this Plan, its termination will not affect the
validity of any Option Agreement outstanding at the date of termination. 


8.  Term of Option. 


    The
term of each Option will be stated in the Notice of Grant; provided, however, that
in no event may the term be more than ten years from the date of grant. In addition, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent of the voting power of all classes of capital stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be
five years from the date of grant or any shorter term specified in the Notice of Grant. 


9.  Option Exercise Price and Consideration. 


    (a) Exercise Price. The price per share exercise price for the Share to be issued pursuant to exercise of an Option will
be determined by the Administrator, provided that, in the case of an Incentive Stock Options: 




	(i)
	granted
to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent of the voting power of all classes of capital stock of
the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant;



	(ii)
	granted
to any other Employee, the per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant. 





    (b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within
which the Option may be exercised and will determine any conditions which must be satisfied before the Option may be exercised. Exercise of an Option may be conditioned upon performance criteria or
other reasonable conditions such as Continuous Status as an Employee or Consultant or continuous service as a Director. 


    (c) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an
Option, including the method of payment. Such consideration may consist partially or entirely of: 




	(i)
	cash;



	(ii)
	a
promissory note made by the Optionee in favor of the Company;



	(iii)
	other
Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which an Option will be exercised;



	(iv)
	delivery
of a properly executed exercise notice together with any other documentation as the Administrator and the Optionee's broker, if applicable, requires to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; or



	(v)
	any
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 




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10.  Exercise of Option. 


    (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the
terms of the Plan and at times and under conditions determined by the Administrator and set forth in the Option Agreement; provided,  however, that an
Option may not be exercised for a fraction of a Share. 


    An
Option will be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) all representations, indemnifications and documents reasonably requested by the
Administrator. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and this Plan. Shares issued upon exercise of
an Option will be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the stock certificate evidencing such Shares is issued
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. Subject to the provisions of Sections 12, 16, and 17, the Company will issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 13 of the Plan. Notwithstanding the foregoing, the Administrator in its discretion may require the Company to retain possession of any certificate evidencing
Shares of Common Stock acquired upon exercise of an Option, if those Shares remain subject to repurchase under the provisions of the Option Agreement or any other agreement between the Company and the
Optionee, or if those Shares are collateral for a loan or obligation due to the Company. 


    Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised. 


    (b) Termination of Employment or Consulting Relationship or Directorship. If an Optionee holds exercisable Options on
the date his or her Continuous Status as an Employee or Consultant or continuous service as a Director terminates (other than because of death or Disability), the Optionee may exercise those Options
until the earlier of (i) their expiration as set forth in the Notice of Grant, and (ii) 30 days after the date of such termination (or, for Nonstatutory Stock Options, such longer
period as is determined by the Administrator or specified in the Notice of Grant). If the Optionee is not entitled to exercise his or her entire Option at the date of such termination, the Shares
covered by the unexercisable portion of the Option will revert to the Plan. If the Optionee does not exercise an Option within the time specified above after termination, that Option will expire, and
the Shares covered by it will revert to the Plan. 


    (c) Disability of Optionee. If an Optionee holds exercisable Options on the date his or her Continuous Status as an
Employee or Consultant or continuous service as a Director terminates because of Disability, the Optionee may exercise those Options until the earlier of (i) their expiration as set forth in
the Notice of Grant, and (ii) six months after the date of such termination (or a longer period determined by the Administrator). If the Optionee is not entitled to exercise his or her entire
Option at the date of such termination, the Shares covered by the unexercisable portion of the Option will revert to the Plan. If the Optionee does not exercise an Option within the time specified
above after termination, that Option will expire, and the Shares covered by it will revert to the Plan. 


    (d) Death of Optionee. If an Optionee holds exercisable Options on the date his or her death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or inheritance may exercise those Options until the earlier of (i) their expiration as set forth in the Notice of Grant, 


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and (ii) six months after the date of death (or a longer period determined by the Administrator). If the Optionee is not entitled to exercise his or her entire Option at the date of death, the
Shares covered by the unexercisable portion of the Option will revert to the Plan. If the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not
exercise an Option within the time specified above after termination, that Option will expire, and the Shares covered by it will revert to the Plan. 



    (e) Disqualifying Dispositions of Incentive Stock Options. If Common Stock acquired upon exercise of any Incentive Stock
Option is disposed of in a disposition that, under Section 422 of the Code, disqualifies the holder from the application of Section 421(a) of the Code, the holder of the Common Stock
immediately before the disposition will comply with any requirements imposed by the Company in order to enable the Company to secure the related income tax deduction to which it is entitled in such
event. 


11.  Non-Transferability of Options. 


    (a) No Transfer. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 


    (b) Designation of Beneficiary. The Optionee may file a written designation of a beneficiary who is to receive
any Options that remain unexercised in the event of the Optionee's death. If the Optionee is married and designates a beneficiary other than the Optionee's spouse, that designation will not become
effective until the Optionee delivers such spouse's consent to the Company. The Optionee may change a designation of beneficiary at any time by written notice to the Company, subject to the above
spousal consent requirement. 


    (c) Effect of No Designation. If an Optionee dies and there is no beneficiary, validly designated under
Section 11(b), living at the time of the Optionee's death, the Company will deliver such Optionee's Options to the executor or administrator of his or her estate, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company may, in its discretion, deliver such Options to the spouse or to any one or more dependents or relatives of the
Optionee, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 


    (d) Death of Spouse or Dissolution of Marriage. If an Optionee designates his or her spouse as beneficiary under
Section 11(b), that designation will be deemed automatically revoked upon the later dissolution of the Optionee's marriage. Similarly, any designation of a beneficiary under
Section 11(b) will be deemed automatically revoked upon the death of the beneficiary, if the beneficiary predeceases the Optionee. Without limiting the generality of the preceding sentence, the
interest in Options of a spouse of an Optionee who has predeceased the Optionee or whose marriage has been dissolved will automatically pass to the Optionee, and will not be transferrable by such
spouse in any manner, including but not limited to such spouse's will, nor will any such interest pass under the laws of intestate succession. 



12.  Withholding Taxes.  


    The Company will have the right to take whatever steps the Administrator deems necessary or appropriate to comply with all applicable federal, state, local,
and employment tax withholding requirements, and the Company's obligations to deliver Shares upon the exercise of an Option will be conditioned upon compliance with all such withholding tax
requirements. Without limiting the generality of the foregoing, upon the exercise of an Option, the Company will have the right to withhold taxes from any other compensation or other amounts which it
may owe to the Optionee, or to require the Optionee to pay to the Company the amount of any taxes which the Company may be required to withhold with respect to the Shares issued on such exercise.
Without limiting the generality 


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of the foregoing, the Administrator in its discretion may authorize the Optionee to satisfy all or part of any withholding tax liability by (a) having the Company withhold from the Shares which
would otherwise be issued on the exercise of an Option that number of Shares having a Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of the
Company's withholding tax liability, or (b) by delivering to the Company previously-owned and unencumbered Shares of the Common Stock having a Fair Market Value, as of the date the withholding
tax liability arises, equal to or less than the amount of the Company's withholding tax liability. 


13.  Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control. 


    (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, if the outstanding
shares of Common Stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company or a successor entity, or for other property (including
without limitation, cash), through reorganization, recapitalization, reclassification, stock combination, stock dividend, stock split, reverse stock split, spin off or other similar transaction, an
appropriate and proportionate adjustment will be made in the maximum number and kind of shares as to which Options may be granted under this Plan. A corresponding adjustment changing the number or
kind of shares allocated to unexercised Options which have been granted prior to any such change, will likewise be made. Any such adjustment in the outstanding Options will be made without change in
the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each share or other unit of any security covered by the Option.
Such adjustment will be made by the Administrator, whose determination in that respect will be final, binding, and conclusive. 



    Where
an adjustment under this Section 13(a) is made to an Incentive Stock Option, the adjustment will be made in a manner which will not be considered a "modification" under
the provisions of subsection 424(h)(3) of the Code. 


    (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent
that an Option had not been previously exercised, it will terminate immediately prior to the consummation of such proposed dissolution or liquidation. In such instance, the Administrator may, in the
exercise of its sole discretion, declare that any Option will terminate as of a date fixed by the Administrator and give each Optionee the right to exercise his or her Option as to all or any part of
the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. 


    (c) Corporate Transaction. Upon the happening of a "Corporate Transaction" (as defined below), the Administrator, may,
in its discretion, do one or more of the following: (i) shorten the period during which Options are exercisable, provided they remain exercisable
for at least 21 days after the date notice of such shortening is given to the Optionees, and provided further that their exercise may be
conditioned upon and subject to completion of the such Corporate Transaction; (ii) accelerate any vesting schedule to which an Option is subject; (iii) arrange to have the surviving or
successor entity assume the Options or grant replacement options with appropriate adjustments in the option prices and adjustments in the number and kind of securities issuable upon exercise or
adjustments so that the Options or their replacements represent the right to purchase the shares of stock, securities or other property (including cash) as may be issuable or payable as a result of
such Corporate Transaction with respect to or in exchange for the number of Shares of Common Stock purchasable and receivable upon exercise of the Options had such exercise occurred in full prior to
such Corporate Transaction; or (iv) cancel Options upon payment to the Optionees in cash, with respect to each Option to the extent then exercisable (including any Options as to which the
exercise has been accelerated as contemplated in clause (ii) above), of any amount that is the equivalent of the excess of the Fair Market Value of the Common Stock (at the effective time of
the merger, reorganization, sale of other event) over the exercise price of the Option. The Administrator may also provide for one or more of the foregoing 


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alternatives in any particular Option Agreement. In the case of a Corporate Transaction, the Administrator may, in considering the advisability or the terms and conditions of any acceleration of the
exercisability of any Option pursuant to this Section 13(c), take into account the penalties that may result directly or indirectly from such acceleration to either the Company or the Optionee,
or both, under Sections 280G and 4999 of the Code, and may decide to limit such acceleration to the extent necessary to avoid or mitigate such penalties or their effects. For purposes of this
Section 13(c), a "Corporate Transaction" means the occurrence of any of the following: 




	(1)
	Any
"Person" or "Group" (as such terms are defined in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), other than one or more of the
stockholders of the Company, as of the date of this Plan, is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company, or of any entity resulting from a merger or consolidation involving the Company, representing more than 50% of the combined voting power of the then outstanding securities
of the Company or such entity.



	(2)
	The
individuals who, as of the date hereof, are members of the Board (the "Existing Directors"), cease, for any reason, to constitute
more than 50% of the number of authorized directors of the Company as determined in the manner prescribed in the Company's Articles of Incorporation and Bylaws;  provided, however, that if the election, or nomination for election, by the Company's stockholders of
any new director was approved by a vote of at least 50% of the Existing Directors, such new director will be considered an Existing Director; provided further,
however, that no individual will be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a
"Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.



	(3)
	The
consummation of (a) a merger, consolidation or reorganization to which the Company is a party, whether or not the Company is the
Person surviving or resulting therefrom, or (b) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of
the Company, in one transaction or a series of related transactions, to any Person other than the Company, where any such transaction or series of related transactions as is referred to in clause  (a) or
clause (b) of this Section 13(c)(3) (a
"Transaction") does not otherwise result in a "Corporate Transaction" pursuant to Section 13(c)(1);  provided, however, that no such Transaction will constitute a "Corporate Transaction" under this
Section 13(c)(3) if the Persons who were the stockholders of the Company immediately before the consummation of such Transaction are the Beneficial Owners, immediately following the
consummation of such Transaction, of 50% or more of the combined voting power of the then outstanding voting securities of the Person surviving or resulting from any merger, consolidation or
reorganization referred to in clause (a) of this Section 13(c)(3) or the Person to whom the assets of the Company are sold, assigned, leased,
conveyed or disposed of in any transaction or series of related transactions referred in clause (b) of this Section 13(c)(3). 






14.  Date of Grant. 


    The
date of grant of an Option will be, for all purposes, the date on which the Administrator makes the determination granting such Option, or any other, later date determined by the
Administrator and specified in the Notice of Grant. Notice of the determination will be provided to each Optionee within a reasonable time after the date of grant. 


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15.  Amendment and Termination of the Plan. 


    (a) Amendment and Termination. The Board may at any time amend, alter or suspend or terminate the Plan. 


    (b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment that increases the number
of Shares for which Options may be granted, or to the extent necessary and desirable to comply with Section 422 of the Code (or any successor statute) or other Applicable Laws. Such shareholder
approval, if required, will be obtained in such a manner and to such a degree as is required by the Applicable Law or requirement. 



	(c)
	Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of an
Optionee, unless mutually agreed otherwise between the Optionee and the Administrator. Any such agreement must be in writing and signed by the Optionee and the Company. 




16.  Conditions Upon Issuance of Shares. 


    (a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares will comply with all Applicable Laws, and will be further subject to the approval of counsel for the Company with respect to such compliance. Any
securities delivered under the Plan will be subject to such restrictions, and the person acquiring such securities will, if requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with all Applicable Laws. To the extent permitted by Applicable Laws, the Plan and Options granted hereunder will be deemed
amended to the extent necessary to conform to such laws, rules and regulations. 


    (b) Investment Representation. As a condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell, transfer, or
distribute such Shares. 


17.  Liability of Company. 


    (a) Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain
authority from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company's counsel to be necessary to the lawful issuance of those
Shares, the Company will be relieved of any liability for failing to issue or sell those Shares. 


    (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Option exceeds, as of the date of grant, the
number of Shares which may be issued under the Plan without additional shareholder approval, that Option will be void with respect to such excess Optioned Stock, unless shareholder approval of an
amendment sufficiently increasing the number of Shares subject to this Plan is timely obtained in accordance with Section 15(b). 


    (c) Rights of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the
Optionee or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Optionee or his or her beneficiaries, and rights to
cash payments under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of the Company. 


18.  Reservation of Shares. 


    The
Company will at all times reserve and keep available a number of Shares sufficient to satisfy this Plan's requirements during its Term. 


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19.  Shareholder Approval. 


    Continuance
of this Plan will be subject to approval by the shareholders of the Company within 12 months before or after the date of its adoption. Such shareholder approval
will be obtained in the manner and to the degree required under Applicable Laws. Options may be granted but may not be exercised prior to shareholder approval of the Plan. If any Options are so
granted and shareholder approval is not obtained within 12 months of the date of adoption of this Plan by the Board of Directors, those Options will terminate retroactively as of the date they
were granted. 


20.  Legending Share Certificates. 


    In
order to enforce any restrictions imposed upon Common Stock issued upon exercise of an Option granted under this Plan or to which such Common Stock may be subject, the
Administrator may cause a legend or legends to be placed on any share certificates representing such Common Stock, which legend or legends will make appropriate reference to such restrictions,
including, but not limited to, a restriction against sale of such Common Stock for any period of time as may be required by Applicable Laws. If any restriction with respect to which a legend was
placed on any certificate ceases to apply to Common Stock represented by such certificate, the owner of the Common Stock represented by such certificate may require the Company to cause the issuance
of a new certificate not bearing the legend. Additionally, and not by way of limitation, the Administrator may impose such restrictions on any Common Stock issued pursuant to the Plan as it may deem
advisable. 


21.  Governing Law. 


    The
Plan will be governed by, and construed in accordance with the laws of the State of California (without giving effect to conflicts of law principles). 


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EXHIBIT 10.6


1999 STOCK OPTION PLAN