**Exhibit 10.17**

** **

**ACCELRYS, INC.**

** **

**2004 NEW-HIRE EQUITY INCENTIVEPLAN**

 

**ADOPTED:  JULY 26, 2004**

 

**1.****              PURPOSES.**

 

**(a)****                                  GeneralPurpose.**  The Company, by means ofthe Plan, seeks to retain the services of persons not previously an employee ordirector of the Company, or following a *bonafide* period of non-employment, as an inducement material to theindividual’s entering into employment with the Company within the meaning ofRule 4350(i)(1)(A) of the NASD Marketplace Rules, and to provide incentives forsuch persons to exert maximum efforts for the success of the Company and itsAffiliates.

 

**(b)****                                  Eligible Stock Award Recipients.**  The persons eligible to receive Stock Awardsare Employees.

 

**(c)****                                  Available Stock Awards.**  The Plan provides for the grant of thefollowing Stock Awards:  (i) Options,(ii) Stock Purchase Awards, (iii) Stock Bonus Awards, (iv) Stock AppreciationRights, (v) Stock Unit Awards and (vi) Other Stock Awards.

 

**2.****              DEFINITIONS.**

 

**(a)****                                  *“Affiliate”*** means any Parent or Subsidiary of theCompany.

 

**(b)****                                  *“Board”*** means the Board of Directors of the Company.

 

**(c)****                                  *“Capitalization Adjustment”*** has the meaning ascribed tothat term in Section 11(a).

 

**(d)****                                  *“Cause”***means, with respect to a Participant, the occurrence of any of thefollowing:  (i) such Participant’s commissionof any felony or any crime involving fraud, dishonesty or moral turpitude underthe laws of the United States or any state thereof; (ii) such Participant’sattempted commission of, or participation in, a fraud or act of dishonestyagainst the Company; (iii) such Participant’s intentional, material violationof any material contract or agreement between the Participant and the Companyor any statutory duty owed to the Company; (iv) such Participant’s unauthorizeduse or disclosure of the Company’s confidential information or trade secrets;or (v) such Participant’s gross misconduct. The determination that a termination is for Cause shall be made by theCompany in its sole discretion.  Anydetermination by the Company that the Continuous Service of a Participant wasterminated by reason of dismissal without Cause for the purposes of outstandingStock Awards held by such Participant shall have no effect upon anydetermination of the rights or obligations of the Company or such Participantfor any other purpose.

 

**(e)****                                  *“Change in Control”*** means the occurrence, in a singletransaction or in a series of related transactions, of any one or more of thefollowing events:

 

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**(i)****                                   **anyExchange Act Person becomes the Owner, directly or indirectly, of securities ofthe Company representing more than fiftypercent (50%) of the combined voting power of the Company’s thenoutstanding securities****other thanby virtue of a merger, consolidation or similar transaction;

 

**(ii)****                               **thereis consummated a merger, consolidation or similar transaction involving(directly or indirectly) the Company and, immediately after the consummation ofsuch merger, consolidation or similar transaction, the stockholders of theCompany immediately prior thereto do not Own, directly or indirectly, either(A) outstanding voting securities representing more than fifty percent (50%) of the combinedoutstanding voting power of the surviving Entity in such merger, consolidationor similar transaction or (B) more than fiftypercent (50%) of the combined outstanding voting power of the parent ofthe surviving Entity in such merger, consolidation or similar transaction, ineach case in substantially the same proportions as their Ownership of theoutstanding voting securities of the Company immediately prior to suchtransaction;

 

**(iii)****                           **thestockholders of the Company approve or the Board approves a plan of completedissolution or liquidation of the Company, or a complete dissolution orliquidation of the Company shall otherwise occur;

 

**(iv)****                              **thereis consummated a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itsSubsidiaries, other than a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itsSubsidiaries to an Entity, more than fiftypercent (50%) of the combined voting power of the voting securities ofwhich are Owned by stockholders of the Company in substantially the sameproportions as their Ownership of the outstanding voting securities of theCompany immediately prior to such sale, lease, license or other disposition; or

 

**(v)****                                  **individualswho, on the date this Plan is adopted by the Board, are members of the Board(the “Incumbent Board”) cease for any reason to constitute at least a majorityof the members of the Board; *provided, however,*that any new Board member shall, for purposes of this Plan,  be considered as a member of the IncumbentBoard if the appointment or election (or nomination for election) of such newBoard member was approved or recommended by at least fifty percent (50%) of themembers of the Incumbent Board, provided that the members of the IncumbentBoard, at the time of such election or nomination, constitute a majority of theBoard.

 

The term Change in Controlshall not include a sale of assets, merger or other transaction effectedexclusively for the purpose of changing the domicile of the Company.

 

Notwithstanding theforegoing or any other provision of this Plan, the definition of Change inControl (or any analogous term) in an individual written agreement between theCompany or any Affiliate and the Participant shall supersede the foregoingdefinition with respect to Stock Awards subject to such agreement (it beingunderstood, however, that if no definition of Change in Control or anyanalogous term is set forth in such an individual written agreement, theforegoing definition shall apply).

 

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**(f)****                                    *“Code”*** means the Internal Revenue Code of 1986, asamended.

 

**(g)****                                 *“Committee”*** means a committee of one (1) or more membersof the Board appointed by the Board in accordance with Section 3(c).

 

**(h)****                                 *“Common Stock”*** means the common stock of the Company.

 

**(i)****                                    *“Company”*** means Accelrys, Inc., a Delaware corporation.

 

**(j)****                                    *“Consultant”***means any person, including an advisor, who (i) is engaged by the Company or anAffiliate to render consulting or advisory services and is compensated for suchservices or (ii) is serving as a member of the Board of Directors of anAffiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for suchservice, shall not cause a Director to be considered a “Consultant” forpurposes of the Plan.

 

**(k)****                                *“Continuous Service”*** means that the Participant’sservice with the Company or an Affiliate, whether as an Employee, Director orConsultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to theCompany or an Affiliate as an Employee, Consultant or Director or a change inthe entity for which the Participant renders such service, provided that thereis no interruption or termination of the Participant’s service with the Companyor an Affiliate, shall not terminate a Participant’s Continuous Service.  For example, a change in status from anemployee of the Company to a consultant to an Affiliate or to a Director shallnot constitute an interruption of Continuous Service.  The Board or the chief executive officer of theCompany, in that party’s sole discretion, may determine whether ContinuousService shall be considered interrupted in the case of any leave of absenceapproved by that party, including sick leave, military leave or any otherpersonal leave.  Notwithstanding theforegoing, a leave of absence shall be treated as Continuous Service forpurposes of vesting in a Stock Award only to such extent as may be provided inthe Company’s leave of absence policy or in the written terms of theParticipant’s leave of absence.

 

**(l)****                                    *“Corporate Transaction”*** means the occurrence, in asingle transaction or in a series of related transactions, of any one or moreof the following events:

 

**(i)****                                   **asale****or other disposition of all orsubstantially all, as determined by the Board in its sole discretion, of theconsolidated assets of the Company and its Subsidiaries;

 

**(ii)****                               **asale or other disposition of at least ninetypercent (90%) of the outstanding securities of the Company;

 

**(iii)****                           **amerger, consolidation or similar transaction following which the Company is notthe surviving corporation; or

 

**(iv)****                              **amerger, consolidation or similar transaction following which the Company is thesurviving corporation but the shares of Common Stock outstanding immediatelypreceding the merger, consolidation or similar transaction are converted orexchanged by virtue of the merger, consolidation or similar transaction intoother property, whether in the form of securities, cash or otherwise.

 

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**(m)****                              *“Director”*** means a member of the Board.

 

**(n)****                                 *“Disability”*** means the permanent and total disability ofa person within the meaning of Section 22(e)(3) of the Code.

 

**(o)****                                  *“Employee”***means any person employed by the Company or an Affiliate.  However, service solely as a Director, orpayment of a fee for such service, shall not cause a Director to be consideredan “Employee” for purposes of the Plan.

 

**(p)****                                  *“Entity”*** means a corporation, partnership or otherentity.

 

**(q)****                                  *“Exchange Act”*** means the Securities Exchange Act of1934, as amended.

 

**(r)****                                  *“Exchange Act Person”***means any natural person, Entityor “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act),except that “Exchange Act Person” shall not include (i) the Company or anySubsidiary of the Company, (ii) any employee benefit plan of the Company or anySubsidiary of the Company or any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any Subsidiary of the Company,(iii) an underwriter temporarily holding securities pursuant to an offering ofsuch securities, or (iv) an Entity Owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as theirOwnership of stock of the Company.

 

**(s)****                                  *“Fair Market Value”*** means, as of any date, the value ofthe Common Stock determined as follows:

 

**(i)****                                   **Ifthe Common Stock is listed on any established stock exchange or traded on theNasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value ofa share of Common Stock shall be the closing sales price for such stock (or theclosing bid, if no sales were reported) as quoted on such exchange or market(or the exchange or market with the greatest volume of trading in the CommonStock) on the last market trading day prior to the day of determination, as reportedin *The Wall Street Journal*****orsuch other source as the Board deems reliable.

 

**(ii)****                               **Inthe absence of such markets for the Common Stock, the Fair Market Value shallbe determined by the Board in good faith.

 

**(t)****                                    *“Non-Employee Director”***means a Director who either (i)is not a current employee or officer of the Company or an Affiliate, does notreceive compensation, either directly or indirectly, from the Company or anAffiliate for services rendered as a consultant or in any capacity other thanas a Director (except for an amount as to which disclosure would not berequired under Item 404(a) of Regulation S-K promulgated pursuant to theSecurities Act (“Regulation S-K”)), does not possess an interest in any othertransaction for which disclosure would be required under Item 404(a) ofRegulation S-K, and is not engaged in a business relationship for whichdisclosure would be required pursuant to Item 404(b) of Regulation S-K; or(ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

 

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**(u)****                                 *“Option”*** means an option to purchase shares of CommonStock granted pursuant to the Plan that is not intended to qualify as anincentive stock option under Section 422 of the Code and the regulationspromulgated thereunder.

 

**(v)****                                   *“Option Agreement”*** means a written agreement between theCompany and an Optionholder evidencing the terms and conditions of an Optiongrant.  Each Option Agreement shall besubject to the terms and conditions of the Plan.

 

**(w)****                                *“Optionholder”*** means a person to whom an Option isgranted pursuant to the Plan or, if applicable, such other person who holds anoutstanding Option.

 

**(x)****                                  *“Other Stock Award”***means an award based in whole or in part by reference to the Common Stock whichis granted pursuant to the terms and conditions of Section 7(e).

 

**(y)****                                  *“Other Stock AwardAgreement”***means a written agreement between the Company and aholder of an Other Stock Award evidencing the terms and conditions of an OtherStock Award grant.  Each Other StockAward Agreement shall be subject to the terms and conditions of the Plan.

 

**(z)****                                  *“Own,” “Owned,” “Owner,” “Ownership”* **A person or Entity shall be deemed to “Own,”to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securitiesif such person or Entity, directly or indirectly, through any contract,arrangement, understanding, relationship or otherwise, has or shares votingpower, which includes the power to vote or to direct the voting, with respectto such securities.

 

**(aa)****                            *“Parent”***means any corporation (other than the Company) in an unbroken chain ofcorporations ending with the Company, provided each corporation in the unbrokenchain (other than the Company) owns, at the time of the determination, stockpossessing fifty percent (50%) or more of the total combined voting power ofall classes of stock in one of the other corporations in such chain.

 

**(bb)****                            *“Participant”*** means a person to whom a Stock Award isgranted pursuant to the Plan or, if applicable, such other person who holds anoutstanding Stock Award.

 

**(cc)****                            *“Plan”*** means this Accelrys, Inc. 2004 New-Hire EquityIncentive Plan.

 

**(dd)****                            *“Rule 16b-3”*** means Rule 16b-3 promulgated under theExchange Act or any successor to Rule 16b-3, as in effect from time to time.

 

**(ee)****                            *“Securities Act”*** means the Securities Act of 1933, asamended.

 

**(ff)****                                *    “Stock Appreciation Right”***means a right to receive the appreciation on Common Stock that is grantedpursuant to the terms and conditions of Section 7(d).

 

**(gg)****                          *“Stock Appreciation RightAgreement”*** means a written agreement between the Company and aholder of a Stock Appreciation Right evidencing the terms and conditions of aStock Appreciation Right grant.  EachStock Appreciation Right Agreement shall be subject to the terms and conditionsof the Plan.

 

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**(hh)****                          *“Stock Award”***means any right granted under the Plan, including an Option, a Stock PurchaseAward, Stock Bonus Award, a Stock Appreciation Right, a Stock Unit Award or anyOther Stock Award.

 

**(ii)****                                *“Stock Award Agreement”***means a written agreement between the Company and a Participant evidencing theterms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditionsof the Plan.

 

**(jj)****                                *“Stock Bonus Award”***means an award of shares of Common Stock which is granted pursuant to the termsand conditions of Section 7(b).

 

**(kk)****                        *“Stock Bonus AwardAgreement”*** means a written agreement between the Company and aholder of a Stock Bonus Award evidencing the terms and conditions of a StockBonus Award grant.  Each Stock BonusAward Agreement shall be subject to the terms and conditions of the Plan.

 

**(ll)****                                *“Stock Purchase Award”***means an award of shares of Common Stock which is granted pursuant to the termsand conditions of Section 7(a).

 

**(mm)****                    *“Stock Purchase AwardAgreement”*** means a written agreement between the Company and aholder of a Stock Purchase Award evidencing the terms and conditions of a StockPurchase Award grant.  Each StockPurchase Award Agreement shall be subject to the terms and conditions of thePlan.

 

**(nn)****                          *“Stock Unit Award”***meansa right to receive shares of Common Stock which is granted pursuant to theterms and conditions of Section 7(c).

 

**(oo)****                            *“Stock Unit Award Agreement”***means a written agreement between the Company and a holder of aStock Unit Award evidencing the terms and conditions of a Stock Unit Awardgrant.  Each Stock Unit Award Agreementshall be subject to the terms and conditions of the Plan.

 

**(pp)****                            *“Subsidiary”*** means, with respect to the Company, (i) anycorporation of which more than fifty percent (50%) of the outstanding capitalstock having ordinary voting power to elect a majority of the board ofdirectors of such corporation (irrespective of whether, at the time, stock ofany other class or classes of such corporation shall have or might have votingpower by reason of the happening of any contingency) is at the time ofdetermination, directly or indirectly, Owned by the Company, and (ii) anypartnership in which the Company has a direct or indirect interest (whether inthe form of voting or participation in profits or capital contribution) of morethan fifty percent (50%).

 

**3.****              ADMINISTRATION.**

 

**(a)****                                  Administrationby Board.**  The Board shall administerthe Plan unless and until the Board delegates administration of the Plan to aCommittee, as provided in Section 3(c).

 

**(b)****                                  Powersof Board.**  The Board shall have thepower, subject to, and within the limitations of, the express provisions of thePlan:

 

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**(i)****                                   **Subjectto Section 5 herein, to determine from time to time which of the personseligible under the Plan shall be granted Stock Awards; when and how each StockAward shall be granted; what type or combination of types of Stock Award shallbe granted; the provisions of each Stock Award granted (which need not beidentical), including the time or times when a person shall be permitted toreceive Common Stock pursuant to a Stock Award; and the number of shares ofCommon Stock with respect to which a Stock Award shall be granted to each suchperson.

 

**(ii)****                               **Toconstrue and interpret the Plan and Stock Awards granted under it, and toestablish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, maycorrect any defect, omission or inconsistency in the Plan or in any Stock AwardAgreement, in a manner and to the extent it shall deem necessary or expedientto make the Plan fully effective.

 

**(iii)****                           **Toeffect, at any time and from time to time, with the consent of any adverselyaffected Optionholder, (1) the reduction of the exercise price of anyoutstanding Option under the Plan, (2) the cancellation of any outstandingOption under the Plan and the grant in substitution therefor of (A) a newOption under the Plan or another equity plan of the Company covering the sameor a different number of shares of Common Stock, (B) a Stock Purchase Award,(C) a Stock Bonus Award, (D) a Stock Appreciation Right, (E) a Stock UnitAward, (F) an Other Stock Award, (G) cash and/or (H) other valuableconsideration (as determined by the Board, in its sole discretion), or (3) anyother action that is treated as a repricing under generally accepted accountingprinciples.

 

**(iv)****                              **Toamend the Plan or a Stock Award as provided in Section 12.

 

**(v)****                                  **Toterminate or suspend the Plan as provided in Section 13.

 

**(vi)****                              **Generally,to exercise such powers and to perform such acts as the Board deems necessaryor expedient to promote the best interests of the Company and that are not inconflict with the provisions of the Plan.

 

**(vii)****                          **Toadopt such procedures and sub-plans as are necessary or appropriate to permitparticipation in the Plan by Employees who are foreign nationals or employedoutside the United States.

 

**(c)****                                  Delegation toCommittee.**

 

**(i)****                                    General.**  The Board may delegate some or all of theadministration of the Plan to a Committee or Committees of one (1) or moremembers of the Board, and the term ***“Committee”*** shall apply to any person orpersons to whom such authority has been delegated.  If administration is delegated to aCommittee, the Committee shall have, in connection with the administration ofthe Plan, the powers theretofore possessed by the Board that have been delegatedto the Committee, including the power to delegate to a subcommittee any of theadministrative powers the Committee is authorized to exercise (and referencesin this Plan to the Board shall thereafter be to the Committee orsubcommittee), subject, however, to such resolutions, not inconsistent with theprovisions of the Plan, as may be adopted from time to time 

 

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by the Board.  The Board mayretain the authority to concurrently administer the Plan with the Committee andmay, at any time, revest in the Board some or all of the powers previouslydelegated.

 

**(ii)****                                Rule 16b-3 Compliance.**  In the sole discretion of the Board, theCommittee may consist solely of two or more Non-Employee Directors, inaccordance with Rule 16b-3.

 

**(d)****                                  Effect of Board’s Decision.** Alldeterminations, interpretations and constructions made by the Board in goodfaith shall not be subject to review by any person and shall be final, bindingand conclusive on all persons.

 

**(e)****                                  Arbitration.**  Any and all disputes,claims, or causes of action, in law or equity, concerning any Stock Awardsgranted (or not granted) pursuant to the Plan or any disputes or claimsrelating to or arising out of the Plan shall be resolved, to the fullest extentpermitted by law, by final, binding arbitration in San Diego County, Californiaconducted by the Judicial Arbitration and Mediation Services (**“*JAMS*”**), orits successors, under the then current rules of JAMS; provided that thearbitrator shall:  (a) have the authorityto compel adequate discovery for the resolution of the dispute and to awardsuch relief as would otherwise be permitted by law; and (b) issue a writtenarbitration decision including the arbitrator’s essential findings andconclusions and a statement of the award. Both the Participant and the Company shall be entitled to all rights andremedies that either the Participant or the Company would be entitled to pursuein a court of law.

 

**4.****              SHARESSUBJECT TO THE PLAN.**

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**(a)****                                  ShareReserve.**  Subject to the provisionsof Section 11(a) relating to Capitalization Adjustments, the Common Stock thatmay be issued pursuant to Stock Awards shall not exceed in the aggregate SevenHundred Fifty Thousand (750,000) shares of Common Stock.

 

**(b)****                                  Reversionof Shares to the Share Reserve**.  Ifany Stock Award shall for any reason expire or otherwise terminate, in whole orin part, without having been exercised in full, or if any shares of CommonStock issued to a Participant pursuant to a Stock Award are forfeited to orrepurchased by the Company, including, but not limited to, any repurchase orforfeiture caused by the failure to meet a contingency or condition requiredfor the vesting of such shares, then the shares of Common Stock not issuedunder such Stock Award, or forfeited to or repurchased by the Company, shallrevert to and again become available for issuance under the Plan.  If any shares subject to a Stock Award arenot delivered to a Participant because such shares are withheld for the paymentof taxes or the Stock Award is exercised through a reduction of shares subjectto the Stock Award (*i.e.*, “netexercised”), the number of shares that are not delivered to the Participantshall remain available for issuance under the Plan.  If the exercise price of any Stock Award issatisfied by tendering shares of Common Stock held by the Participant (eitherby actual delivery or attestation), then the number of shares so tendered shallremain available for issuance under the Plan.

 

**(b)****                                  Sourceof Shares.**  The shares of CommonStock subject to the Plan may be unissued shares or reacquired shares, boughton the market or otherwise.

 

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**5.****              ELIGIBILITY.**

 

Stock Awards may be granted only to persons notpreviously an Employee or Director of the Company, or following a *bona fide* period of non-employment, as aninducement material to the individual’s entering into employment with theCompany within the meaning of Rule 4350(i)(1)(A)(iv) of the NASD MarketplaceRules.  In addition, notwithstanding anyother provision of the Plan to the contrary, all Stock Awards must be grantedeither by a majority of the Company’s independent directors or by a committeecomprised of a majority of independent directors.

 

**6.****              OPTIONPROVISIONS.**

 

Each Option shall be in such form and shall containsuch terms and conditions as the Board shall deem appropriate.  The provisions of separate Options need notbe identical, *provided, however,*thateach Option Agreement shall include (through incorporation of provisions hereofby reference in the Option or otherwise) the substance of each of the followingprovisions:

 

**(a)****                                  Term.**  The Board shall determine the term of anOption.

 

**(b)****                                  ExercisePrice of an Option.**  The Board, inits discretion, shall determine the exercise price of each Option.

 

**(c)****                                  Consideration.**  The purchase price of Common Stock acquiredpursuant to an Option shall be paid, to the extent permitted by applicablestatutes and regulations, either (i) in cash at the time the Option isexercised or (ii) at the sole discretion of the Board (1) by delivery to theCompany (either by actual delivery or attestation) of other Common Stock at thetime the Option is exercised, (2) by a “net exercise” of the Option (as furtherdescribed below), (3) pursuant to a program developed under Regulation T as promulgatedby the Federal Reserve Board that, prior to the issuance of Common Stock,results in either the receipt of cash (or check) by the Company or the receiptof irrevocable instructions to pay the aggregate exercise price to the Companyfrom the sales proceeds or (4) in any other form of legal consideration thatmay be acceptable to the Board.  Unlessotherwise specifically provided in the Option, the purchase price of CommonStock acquired pursuant to an Option that is paid by delivery to the Company ofother Common Stock acquired, directly or indirectly from the Company, shall bepaid only by shares of the Common Stock of the Company that have been held formore than six (6) months (or such longer or shorter period of time required toavoid a charge to earnings for financial accounting purposes).  At any time that the Company is incorporatedin Delaware, payment of the Common Stock’s “par value,” as defined in theDelaware General Corporation Law, shall not be made by deferred payment.

 

In the case of a “net exercise” of an Option, theCompany will not require a payment of the exercise price of the Option from theParticipant but will reduce the number of shares of Common Stock issued uponthe exercise by the largest number of whole shares that has a Fair Market Valuethat does not exceed the aggregate exercise price.  With respect to any remaining balance of theaggregate exercise price, the Company shall accept a cash payment from theParticipant.  Shares of Common Stock willno longer be outstanding under an Option (and will 

 

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therefore not thereafter be exercisable) following the exercise of suchOption to the extent of (i) shares used to pay the exercise price of an Optionunder the “net exercise”, (ii) shares actually delivered to the Participant asa result of such exercise and (iii) shares withheld for purposes of taxwithholding.

 

**(d)****                                  Transferabilityof an Option.**  An Option shall betransferable pursuant to a domestic relations order and to such further extentprovided in the Option Agreement.  If theOption does not provide for transferability, then the Option shall not betransferable except by will or by the laws of descent and distribution andshall be exercisable during the lifetime of the Optionholder only by theOptionholder.  Notwithstanding theforegoing, the Optionholder may, by delivering written notice to the Company,in a form provided by or otherwise satisfactory to the Company, designate a thirdparty who, in the event of the death of the Optionholder, shall thereafter beentitled to exercise the Option.

 

**(e)****                                  VestingGenerally.**  The total number ofshares of Common Stock subject to an Option may vest and therefore becomeexercisable in periodic installments that may be equal.  The Option may be subject to such other termsand conditions on the time or times when it may be exercised (which may bebased on performance or other criteria) as the Board may deem appropriate.  The vesting provisions of individual Optionsmay vary.  The provisions of this Section6(g) are subject to any Option provisions governing the minimum number ofshares of Common Stock as to which an Option may be exercised.

 

**(f)****                                    Termination of Continuous Service.**  In the event that an Optionholder’sContinuous Service terminates (other than for Cause or upon the Optionholder’sdeath or Disability), the Optionholder may exercise his or her Option (to theextent that the Optionholder was entitled to exercise such Option as of thedate of termination of Continuous Service) but only within such period of timeending on the earlier of (i) the expiration of the term of the Option as setforth in the Option Agreement or (ii) the date three (3) months following thetermination of the Optionholder’s Continuous Service (or such longer or shorterperiod specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder does notexercise his or her Option within the time specified herein or in the OptionAgreement (as applicable), the Option shall terminate.

 

**(g)****                                 Extension of Termination Date.**  An Optionholder’s Option Agreement mayprovide that if the exercise of the Option following the termination of theOptionholder’s Continuous Service (other than for Cause or upon theOptionholder’s death or Disability) would be prohibited at any time solelybecause the issuance of shares of Common Stock would violate the registrationrequirements under the Securities Act, then the Option shall terminate on theearlier of (i) the expiration of the term of the Option set forth in the OptionAgreement or (ii) the expiration of a period of three (3) months after thetermination of the Optionholder’s Continuous Service during which the exerciseof the Option would not be in violation of such registration requirements.

 

**(h)****                                 Disability of Optionholder.**  In the event that an Optionholder’sContinuous Service terminates as a result of the Optionholder’s Disability, theOptionholder may exercise his or her Option (to the extent that theOptionholder was entitled to exercise such Option as of the date of terminationof Continuous Service), but only within such period of time ending on theearlier of 

 

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(i) the expiration of the term of the Option as set forth in the OptionAgreement or (ii) the date twelve (12) months following such termination ofContinuous Service (or such longer or shorter period specified in the OptionAgreement).  If, after termination ofContinuous Service, the Optionholder does not exercise his or her Option withinthe time specified herein or in the Option Agreement (as applicable), theOption shall terminate.

 

**(i)****                                    Death of Optionholder.**  In the event that (i) an Optionholder’sContinuous Service terminates as a result of the Optionholder’s death or (ii) theOptionholder dies within the period (if any) specified in the Option Agreementafter the termination of the Optionholder’s Continuous Service, then the Optionmay be exercised (to the extent the Optionholder was entitled to exercise suchOption as of the date of death) by the Optionholder’s estate, by a person whoacquired the right to exercise the Option by bequest or inheritance or by aperson designated to exercise the option upon the Optionholder’s death pursuantto Section 6(e) or 6(f), but only within the period ending on the earlier of(i) the expiration of the term of such Option as set forth in the OptionAgreement or (ii) the date eighteen (18) months following the date of death (orsuch longer or shorter period specified in the Option Agreement).  If, after the Optionholder’s death, theOption is not exercised within the time specified herein or in the OptionAgreement (as applicable), the Option shall terminate.

 

**(j)****                                    Termination for Cause.**  In the event that an Optionholder’sContinuous Service is terminated for Cause, the Option shall terminate upon thetermination date of such Optionholder’s Continuous Service, and theOptionholder shall be prohibited from exercising his or her Option from andafter the time of such termination of Continuous Service.

 

**(k)****                                Early Exercise.**  The Option may include a provision wherebythe Optionholder may elect at any time before the Optionholder’s ContinuousService terminates to exercise the Option as to any part or all of the sharesof Common Stock subject to the Option prior to the full vesting of theOption.  Any unvested shares of CommonStock so purchased may be subject to a repurchase option in favor of theCompany or to any other restriction the Board determines to beappropriate.  The Company shall not be requiredto exercise its repurchase option until at least six (6) months (or such longeror shorter period of time required to avoid a charge to earnings for financialaccounting purposes) have elapsed following exercise of the Option unless theBoard otherwise specifically provides in the Option.

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**7.****              PROVISIONSOF STOCK AWARDS OTHER THAN OPTIONS.**

 

**(a)****                                  Stock Purchase Awards.**  Each Stock Purchase Award Agreement shall bein such form and shall contain such terms and conditions as the Board shalldeem appropriate.  At the Board’selection, shares of Common Stock may be (i) held in book entry form subject tothe Company’s instructions until any restrictions relating to the StockPurchase Award lapse; or (ii) evidenced by a certificate, which certificateshall be held in such form and manner as determined by the Board.  The terms and conditions of Stock PurchaseAward Agreements may change from time to time, and the terms and conditions ofseparate Stock Purchase Award Agreements need not be identical, *provided, however,*that each StockPurchase Award Agreement shall include (through incorporation of the provisionshereof by reference in the agreement or otherwise) the substance of each of thefollowing provisions:

 

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**(i)****                                    Purchase Price.**  At the time of the grant of a Stock PurchaseAward, the Board will determine the price to be paid by the Participant foreach share subject to the Stock Purchase Award. To the extent required by applicable law, the price to be paid by theParticipant for each share of the Stock Purchase Award will not be less thanthe par value of a share of Common Stock.

 

**(ii)****                                Consideration.**  At the time of the grant of a Stock PurchaseAward, the Board will determine the consideration permissible for the paymentof the purchase price of the Stock Purchase Award.  The purchase price of Common Stock acquiredpursuant to the Stock Purchase Award shall be paid either: (i) in cash at thetime of purchase or (ii) in any other form of legal consideration that may beacceptable to the Board in its sole discretion and permissible under applicablelaw.

 

**(iii)****                            Vesting.** Shares of Common Stockacquired under a Stock Purchase Award may be subject to a share repurchaseright or option in favor of the Company in accordance with a vesting scheduleto be determined by the Board.

 

**(iv)****                               Termination of Participant’s ContinuousService.** In the event that a Participant’s Continuous Serviceterminates, the Company shall have the right, but not the obligation, torepurchase or otherwise reacquire, any or all of the shares of Common Stockheld by the Participant that have not vested as of the date of terminationunder the terms of the Stock Purchase Award Agreement.  At the Board’s election, the repurchase rightmay be at the lesser of: (i) the Fair Market Value on the relevant date or (ii)the Participant’s original cost.  TheCompany shall not be required to exercise its repurchase option until at leastsix (6) months (or such longer or shorter period of time required to avoid acharge to earnings for financial accounting purposes) have elapsed followingthe purchase of the restricted stock unless otherwise determined by the Boardor provided in the Stock Purchase Award Agreement.

 

**(v)****                                   Transferability.** Rights topurchase or receive shares of Common Stock granted under a Stock Purchase Awardshall be transferable by the Participant only upon such terms and conditions asare set forth in the Stock Purchase Award Agreement, as the Board shalldetermine in its sole discretion, and so long as Common Stock awarded under theStock Purchase Award remains subject to the terms of the Stock Purchase AwardAgreement.

 

**(b)****                                  StockBonus Awards.**  Each Stock Bonus AwardAgreement shall be in such form and shall contain such terms and conditions asthe Board shall deem appropriate.  At theBoard’s election, shares of Common Stock may be (i) held in book entry formsubject to the Company’s instructions until any restrictions relating to theStock Bonus Award lapse; or (ii) evidenced by a certificate, which certificateshall be held in such form and manner as determined by the Board.  The terms and conditions of Stock Bonus AwardAgreements may change from time to time, and the terms and conditions ofseparate Stock Bonus Award Agreements need not be identical, *provided, however,*that each Stock BonusAward Agreement shall include (through incorporation of provisions hereof byreference in the agreement or otherwise) the substance of each of the followingprovisions:

 

**(i)****                                    Consideration.**  A Stock Bonus Award may be awarded inconsideration for (i) past services actually rendered to the Company or anAffiliate or (ii) any other form of 

 

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legal consideration that may be acceptable to the Board in its solediscretion and permissible under applicable law.

 

**(ii)****                                Vesting.**  Shares of Common Stock awarded under theStock Bonus Award Agreement may be subject to forfeiture to the Company inaccordance with a vesting schedule to be determined by the Board.

 

**(iii)****                            Terminationof Participant’s Continuous Service.** In the event a Participant’s Continuous Service terminates, the Companymay receive via a forfeiture condition, any or all of the shares of CommonStock held by the Participant which have not vested as of the date oftermination of Continuous Service under the terms of the Stock Bonus AwardAgreement.

 

**(iv)****                              ****Transferability.**  Rights to acquire shares of Common Stockunder the Stock Bonus Award Agreement shall be transferable by the Participantonly upon such terms and conditions as are set forth in the Stock Bonus AwardAgreement, as the Board shall determine in its sole discretion, so long asCommon Stock awarded under the Stock Bonus Award Agreement remains subject tothe terms of the Stock Bonus Award Agreement.

 

**(c)****                                  Stock UnitAwards. **Each Stock Unit AwardAgreement shall be in such form and shall contain such terms and conditions asthe Board shall deem appropriate.  Theterms and conditions of Stock Unit Award Agreements may change from time to time,and the terms and conditions of separate Stock Unit Award Agreements need notbe identical, *provided, however,*thateach Stock Unit Award Agreement shall include (through incorporation of theprovisions hereof by reference in the agreement or otherwise) the substance ofeach of the following provisions:

 

**(i)****                                    Consideration.**  At the time of grant of a Stock Unit Award,the Board will determine the consideration, if any, to be paid by theParticipant upon delivery of each share of Common Stock subject to the StockUnit Award.  The consideration to be paid(if any) by the Participant for each share of Common Stock subject to a StockUnit Award may be paid in any form of legal consideration that may beacceptable to the Board in its sole discretion and permissible under applicablelaw.

 

**(ii)****                                Vesting. **At the time of the grant of a Stock Unit Award, the Board mayimpose such restrictions or conditions to the vesting of the Stock Unit Awardas it, in its sole discretion, deems appropriate.

 

**(iii)****                            Payment**.  A Stock Unit Award may be settled by thedelivery of shares of Common Stock, their cash equivalent, any combinationthereof or in any other form of consideration as determined by the Board andcontained in the Stock Unit Award Agreement.

 

**(iv)****                               Additional Restrictions. **At the time of the grant of aStock Unit Award, the Board, as it deems appropriate, may impose suchrestrictions or conditions that delay the delivery of the shares of CommonStock (or their cash equivalent) subject to a Stock Unit Award after the vestingof such Stock Unit Award.

 

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**(v)****                                   Dividend Equivalents. **Dividend equivalents may becredited in respect of shares of Common Stock covered by a Stock Unit Award, asdetermined by the Board and contained in the Stock Unit Award Agreement.  At the sole discretion of the Board, suchdividend equivalents may be converted into additional shares of Common Stockcovered by the Stock Unit Award in such manner as determined by the Board.  Any additional shares covered by the StockUnit Award credited by reason of such dividend equivalents will be subject toall the terms and conditions of the underlying Stock Unit Award Agreement towhich they relate.

 

**(vi)****                               Termination ofParticipant’s Continuous Service. **Exceptas otherwise provided in the applicable Stock Unit Award Agreement, suchportion of the Stock Unit Award that has not vested will be forfeited upon theParticipant’s termination of Continuous Service.

 

**(d)****                                  Stock AppreciationRights. **Each Stock Appreciation RightAgreement shall be in such form and shall contain such terms and conditions asthe Board shall deem appropriate.  Theterms and conditions of Stock Appreciation Right Agreements may change fromtime to time, and the terms and conditions of separate Stock Appreciation RightAgreements need not be identical, *provided,however*, that each Stock Appreciation Right Agreement shall include(through incorporation of the provisions hereof by reference in the agreementor otherwise) the substance of each of the following provisions:

 

**(i)****                                    Strike Price and Calculation of Appreciation.**  Each Stock Appreciation Right will bedenominated in share of Common Stock equivalents.  The appreciation distribution payable on theexercise of a Stock Appreciation Right will be not greater than an amount equalto the excess of (A) the aggregate Fair Market Value (on the date of theexercise of the Stock Appreciation Right) of a number of shares of Common Stockequal to the number of share of Common Stock equivalents in which the Participantis vested under such Stock Appreciation Right, and with respect to which theParticipant is exercising the Stock Appreciation Right on such date, over (B)an amount (the strike price) that will be determined by the Board at the timeof grant of the Stock Appreciation Right.

 

**(ii)****                                Vesting. **At the time of the grant of a Stock Appreciation Right, theBoard may impose such restrictions or conditions to the vesting of such StockAppreciation Right as it, in its sole discretion, deems appropriate.

 

**(iii)****                            Exercise.**  To exercise any outstanding StockAppreciation Right, the Participant must provide written notice of exercise tothe Company in compliance with the provisions of the Stock Appreciation RightAgreement evidencing such Stock Appreciation Right.

 

**(iv)****                               Payment**.  The appreciation distribution in respect to aStock Appreciation Right may be paid in Common Stock, in cash, in anycombination of the two or in any other form of consideration as determined bythe Board and contained in the Stock Appreciation Right Agreement evidencingsuch Stock Appreciation Right.

 

**(v)****                                   Termination of Continuous Service.**  In the event that a Participant’s ContinuousService terminates, the Participant may exercise his or her Stock AppreciationRight (to the extent that the Participant was entitled to exercise such StockAppreciation Right as of the 

 

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date of termination) but only within such period of time ending on theearlier of (i) the date three (3) months following the termination of theParticipant’s Continuous Service (or such longer or shorter period specified inthe Stock Appreciation Right Agreement) or (ii) the expiration of the term ofthe Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement.  If, after termination, the Participant doesnot exercise his or her Stock Appreciation Right within the time specifiedherein or in the Stock Appreciation Right Agreement (as applicable), the StockAppreciation Right shall terminate.

 

**(e)****                                  Other Stock Awards**.  Other forms of Stock Awards valued in wholeor in part by reference to, or otherwise based on, Common Stock may be grantedeither alone or in addition to Stock Awards provided for under Section 6 andthe preceding provisions of this Section 7. Subject to the provisions of the Plan, the Board shall have sole andcomplete authority to determine the persons to whom and the time or times atwhich such Other Stock Awards will be granted, the number of shares of CommonStock (or the cash equivalent thereof) to be granted pursuant to such OtherStock Awards and all other terms and conditions of such Other Stock Awards.

 

**8.****              COVENANTSOF THE COMPANY.**

 

**(a)****                                  Availabilityof Shares.**  During the terms of theStock Awards, the Company shall keep available at all times the number ofshares of Common Stock required to satisfy such Stock Awards.

 

**(b)****                                  SecuritiesLaw Compliance.**  The Company shallseek to obtain from each regulatory commission or agency having jurisdictionover the Plan such authority as may be required to grant Stock Awards and toissue and sell shares of Common Stock upon exercise of the Stock Awards; *provided, however,* that this undertaking shall not requirethe Company to register under the Securities Act the Plan, any Stock Award orany Common Stock issued or issuable pursuant to any such Stock Award.  If, after reasonable efforts, the Company isunable to obtain from any such regulatory commission or agency the authoritywhich counsel for the Company deems necessary for the lawful issuance and saleof Common Stock under the Plan, the Company shall be relieved from anyliability for failure to issue and sell Common Stock upon exercise of suchStock Awards unless and until such authority is obtained.

 

**9.****              USEOF PROCEEDS FROM STOCK.**

 

Proceeds from the sale of Common Stock pursuant toStock Awards shall constitute general funds of the Company.

 

**10.****       MISCELLANEOUS.**

 

**(a)****                                  Accelerationof Exercisability and Vesting.**  TheBoard shall have the power to accelerate the time at which a Stock Award mayfirst be exercised or the time during which a Stock Award or any part thereofwill vest in accordance with the Plan, notwithstanding the provisions in theStock Award stating the time at which it may first be exercised or the timeduring which it will vest.

 

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**(b)****                                  StockholderRights.**  No Participant shall bedeemed to be the holder of, or to have any of the rights of a holder withrespect to, any shares of Common Stock subject to such Stock Award unless anduntil such Participant has satisfied all requirements for exercise of the StockAward pursuant to its terms.

 

**(c)****                                  NoEmployment or other Service Rights.** Nothing in the Plan, any Stock Award Agreement or other instrumentexecuted thereunder or any Stock Award granted pursuant thereto shall conferupon any Participant any right to continue to serve the Company or an Affiliatein the capacity in effect at the time the Stock Award was granted or shallaffect the right of the Company or an Affiliate to terminate (i) the employmentof an Employee with or without notice and with or without cause, (ii) theservice of a Consultant pursuant to the terms of such Consultant’s agreementwith the Company or an Affiliate or (iii) the service of a Director pursuant tothe Bylaws of the Company or an Affiliate, and any applicable provisions of thecorporate law of the state in which the Company or the Affiliate isincorporated, as the case may be.

 

**(d)****                                  InvestmentAssurances.**  The Company may requirea Participant, as a condition of exercising or acquiring Common Stock under anyStock Award, (i) to give written assurances satisfactory to the Company as tothe Participant’s knowledge and experience in financial and business mattersand/or to employ a purchaser representative reasonably satisfactory to theCompany who is knowledgeable and experienced in financial and business mattersand that he or she is capable of evaluating, alone or together with thepurchaser representative, the merits and risks of exercising the Stock Award; and(ii) to give written assurances satisfactory to the Company stating that theParticipant is acquiring Common Stock subject to the Stock Award for theParticipant’s own account and not with any present intention of selling orotherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to suchrequirements, shall be inoperative if (1) the issuance of the shares of CommonStock upon the exercise or acquisition of Common Stock under the Stock Awardhas been registered under a then currently effective registration statementunder the Securities Act or (2) as to any particular requirement, adetermination is made by counsel for the Company that such requirement need notbe met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel tothe Company, place legends on stock certificates issued under the Plan as suchcounsel deems necessary or appropriate in order to comply with applicablesecurities laws, including, but not limited to, legends restricting thetransfer of the Common Stock.

 

**(e)****                                  WithholdingObligations.**  To the extent providedby the terms of a Stock Award Agreement, the Company may in its solediscretion, satisfy any federal, state or local tax withholding obligationrelating to a Stock Award by any of the following means (in addition to theCompany’s right to withhold from any compensation paid to the Participant bythe Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholdingshares of Common Stock from the shares of Common Stock issued or otherwiseissuable to the Participant in connection with the Stock Award; or (iii) bysuch other method as may be set forth in the Stock Award Agreement.

 

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**(f)****                                    ElectronicDelivery**.  Any reference herein to a “written”agreement or document shall include any agreement or document deliveredelectronically or posted on the Company’s intranet.

 

**11.****       ADJUSTMENTSUPON CHANGES IN STOCK.**

 

**(a)****                                  CapitalizationAdjustments**.  If any change is madein, or other event occurs with respect to, the Common Stock subject to the Planor subject to any Stock Award without the receipt of consideration by theCompany (through merger, consolidation, reorganization, recapitalization,reincorporation, stock dividend, dividend in property other than cash, stocksplit, liquidating dividend, combination of shares, exchange of shares, changein corporate structure or other transaction not involving the receipt ofconsideration by the Company (each a “Capitalization Adjustment”), the Planwill be appropriately adjusted in the class(es) and maximum number ofsecurities subject to the Plan pursuant to Sections 4(a) and 4(b) and themaximum number of securities subject to award to any person pursuant to Section5(c), and the outstanding Stock Awards will be appropriately adjusted in theclass(es) and number of securities and price per share of Common Stock subjectto such outstanding Stock Awards.  TheBoard shall make such adjustments, and its determination shall be final,binding and conclusive.  (Notwithstandingthe foregoing, the conversion of any convertible securities of the Companyshall not be treated as a transaction “without receipt of consideration” by theCompany.)

 

**(b)****                                  Dissolutionor Liquidation**.  In the event of a dissolution or liquidationof the Company, all outstanding Stock Awards (other than Stock Awardsconsisting of vested and outstanding shares of Common Stock not subject to theCompany’s right of repurchase) shall terminate immediately prior to thecompletion of such dissolution or liquidation, and the shares of Common Stocksubject to the Company’s repurchase option may be repurchased by the Companynotwithstanding the fact that the holder of such Stock Award is providingContinuous Service, *provided, however,*that**the Board may, in its sole discretion,cause some or all Stock Awards to become fully vested, exercisable and/or nolonger subject to repurchase or forfeiture (to the extent such Stock Awardshave not previously expired or terminated) before the dissolution orliquidation is completed but contingent on its completion.

 

**(c)****                                  CorporateTransaction**.  In the event of aCorporate Transaction, any surviving corporation or acquiring corporation mayassume or continue any or all Stock Awards outstanding under the Plan or maysubstitute similar stock awards for Stock Awards outstanding under the Plan(including but not limited to, awards to acquire the same consideration paid tothe stockholders of the Company, as the case may be, pursuant to the CorporateTransaction), and any reacquisition or repurchase rights held by the Company inrespect of Common Stock issued pursuant to Stock Awards may be assigned by theCompany to the successor of the Company (or the successor’s parent company), ifany, in connection with such Corporate Transaction.  A surviving corporation or acquiringcorporation may not choose to assume or continue only a portion of a StockAward or substitute a similar stock award for only a portion of a StockAward.  The terms of any assumption,continuation or substitution shall be set by the Board in accordance with theprovisions of Section 3.  In the eventthat any surviving corporation or acquiring corporation does not assume orcontinue all such outstanding Stock Awards or substitute similar stock awardsfor all such outstanding Stock Awards, then with respect to Stock Awards thathave been not assumed, continued or substituted and that are held byParticipants whose Continuous 

 

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Service has not terminated prior to the effective time of the CorporateTransaction, the vesting of such Stock Awards (and, if applicable, the time atwhich such Stock Awards may be exercised) shall (contingent upon theeffectiveness of the Corporate Transaction) be accelerated in full to a dateprior to the effective time of such Corporate Transaction as the Board shalldetermine (or, if the Board shall not determine such a date, to the date that isfive (5) days prior to the effective time of the Corporate Transaction), andsuch Stock Awards shall terminate if not exercised (if applicable) at or priorto such effective time, and any reacquisition or repurchase rights held by theCompany with respect to such Stock Awards shall (contingent upon theeffectiveness of the Corporate Transaction) lapse.  With respect to any other Stock Awardsoutstanding under the Plan that have not been assumed, continued or substituted,the vesting of such Stock Awards (and, if applicable, the time at which suchStock Award may be exercised) shall not be accelerated, unless otherwiseprovided in a written agreement between the Company or any Affiliate and theholder of such Stock Award, and such Stock Awards (other than Stock Awards consisting of vestedand outstanding shares of Common Stock not subject to the Company’s right ofrepurchase) shall terminate if not exercised (if applicable) prior tothe effective time of the Corporate Transaction.

 

**(d)****                                  Changein Control.**  A Stock Award may besubject to additional acceleration of vesting and exercisability upon or aftera Change in Control as may be provided in the Stock Award Agreement for suchStock Award or as may be provided in any other written agreement between theCompany or any Affiliate and the Participant, but in the absence of suchprovision, no such acceleration shall occur.

 

**12.****       AMENDMENTOF THE PLAN AND STOCK AWARDS.**

 

**(a)****                                  Amendmentof Plan.**  Subject to the limitations,if any, of applicable law, the Board at any time, and from time to time, mayamend the Plan.  However, except asprovided in Section 11(a) relating to Capitalization Adjustments, no amendmentshall be effective unless approved by the stockholders of the Company to theextent stockholder approval is necessary to satisfy applicable law.

 

**(b)****                                  NoImpairment of Rights.**  Rights underany Stock Award granted before amendment of the Plan shall not be impaired byany amendment of the Plan unless (i) the Company requests the consent of theParticipant and (ii) the Participant consents in writing.

 

**(c)****                                  Amendmentof Stock Awards.**  The Board at anytime, and from time to time, may amend the terms of any one or more StockAwards, including, but not limited to, amendments to provide terms morefavorable than previously provided in the agreement evidencing a Stock Award,subject to any specified limits in the Plan that are not subject to Boarddiscretion; *provided, however,* that the rights underany Stock Award shall not be impaired by any such amendment unless (i) the Companyrequests the consent of the Participant and (ii) the Participant consents inwriting.

 

**13.****       TERMINATIONOR SUSPENSION OF THE PLAN.**

** **

**(a)****                                  PlanTerm.**  The Board may suspend orterminate the Plan at any time.  No StockAwards may be granted under the Plan while the Plan is suspended or after it isterminated.

 

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**(b)****                                  NoImpairment of Rights.**  Suspension ortermination of the Plan shall not impair rights and obligations under any StockAward granted while the Plan is in effect except with the written consent ofthe Participant.

 

**14.****       EFFECTIVEDATE OF PLAN.**

 

The Plan shall become effective as determined by theBoard.

 

**15.****       CHOICEOF LAW.**

 

The law of the State of California shall govern allquestions concerning the construction, validity and interpretation of thisPlan, without regard to such state’s conflict of laws rules.

 

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