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                                                                    Exhibit 10.2

                             OPENWAVE SYSTEMS INC.

                                1996 STOCK PLAN/1/

     (As amended and restated in its entirety effective January 1, 2001).


     1.   Purposes of the Plan.  The purposes of this 1996 Stock Plan (the
          --------------------
"Plan") are to attract and retain the best available personnel for the Company,
to provide additional incentive to personnel of the Company and its parent and
subsidiaries and to promote the success of the Company's business. Options
granted under the Plan may be incentive stock options or nonstatutory stock
options, as determined by the plan administrator at the time of grant of an
option. Stock purchase rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

          (a)  "Administrator" means the Board or any of its Committees
                -------------
appointed pursuant to Section 4 of the Plan.

          (b)  "Applicable Laws" means the legal requirements relating to the
                ---------------
administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any stock exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted, as such laws, rules, regulations and requirements
shall be in place from time to time.

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

          (d)  "Code" means the Internal Revenue Code of 1986, as amended, and
                ----
the regulations promulgated thereunder.

          (e)  "Committee" means the committee appointed by the Board in
                ---------
accordance with paragraph (a) of Section 4 of the Plan.

          (f)  "Common Stock" means the common stock of the Company.
                ------------

          (g)  "Company" means Openwave Systems Inc., a Delaware corporation.
                -------

          (h)  "Consultant" means any person, including an advisor, who is
                ----------
engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services.

          (i)  "Director" means a member of the Board.
                --------

___________________
/1/ Formerly known as the Phone.com 1996 Stock Plan.
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          (j)  "Disability" means total and permanent disability as defined in
                ----------
Section 22(e)(3) of the Code.

          (k)  "Employee" means any person (including if appropriate, any Named
                --------
Executive, Officer or Director) employed by the Company or any Parent or
Subsidiary, with the status of employment determined based upon such minimum
number of hours or periods worked as shall be determined by the Administrator in
its discretion, subject to any requirements of the Code. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes
of Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. The payment of
a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

          (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended, and the rules and regulations promulgated thereunder.

          (m)  "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, its Fair Market Value shall be the closing sales
            ------
price for such stock (or the closing bid, if no sales were reported), as quoted
on such exchange or system on the day of determination or, if the stock exchange
or national market system on which the Common Stock trades is not open on the
day of determination, the last business day prior to the day of determination;

               (ii)   If the Common Stock is quoted on the Nasdaq System (but
not on the National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the day of determination or, if the stock exchange or national market system
on which the Common Stock trades is not open on the day of determination, the
last business day prior to the day of determination; or

               (iii)  In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

                                       2
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          (n)  "Incentive Stock Option" means an Option intended to qualify as
                ----------------------
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable written option agreement.

          (o)  "Named Executive" means any individual who, on the last day of
                ---------------
the Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer).  Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the
Exchange Act.

          (p)  "Nonstatutory Stock Option" means an Option not intended to
                -------------------------
qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

          (q)  "Officer" means a person who is an officer of the Company within
                -------
the meaning of Section 16(a) of the Exchange Act.

          (r)  "Option" means a stock option granted pursuant to the Plan.
                ------

          (s)  "Optioned Stock" means the Common Stock subject to an Option or a
                --------------
Stock Purchase Right.

          (t)  "Optionee" means the holder of an outstanding Option, Stock
                --------
Purchase Right or Restricted Stock.

          (u)  "Parent" means a "parent corporation", whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code.

          (v)  "Plan" means this 1996 Stock Plan.
                ----

          (w)  "Reporting Person" means an Officer, Director, or a greater than
                ----------------
ten percent stockholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under
the Exchange Act.

          (x)  "Restricted Stock" means shares of Common Stock acquired pursuant
                ----------------
to a grant of a Stock Purchase Right under Section 12 below.

          (y)  "Service Provider" means an Employee, Director or Consultant.
                ----------------

          (z)  "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 14 below.

          (aa) "Stock Purchase Right" means the right to purchase Common Stock
                --------------------
pursuant to Section 12 below.

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          (bb) "Subsidiary" means a "subsidiary corporation", whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Code.

          (cc) "Ten Percent Holder" means a person who owns stock representing
                ------------------
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 14 of
          -------------------------
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 22,593,850 Shares, plus an automatic annual increase on the
first day of each of the Company's fiscal years beginning in 2000 and ending in
2006 equal to the lesser of (i) 3,000,000 Shares, (ii) four percent (4%) of the
Shares outstanding on the last day of the immediately preceding fiscal year, or
(iii) such lesser number of Shares as is determined by the Board. The Shares may
be authorized, but unissued, or reacquired Common Stock.

          If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, become available for future grant under the Plan (unless the Plan
shall have been terminated).  Shares repurchased by the Company pursuant to any
repurchase right which the Company may have shall not be available for future
grant under the Plan.

     4.   Administration of the Plan.
          --------------------------

          (a)  General.  The Plan shall be administered by the Board or a
               -------
Committee, or a combination thereof, as determined by the Board. The Plan may be
administered by different administrative bodies with respect to different
classes of Optionees and, if permitted by Applicable Laws, the Board may
authorize one or more officers (who may (but need not) be Officers) to grant
Options or Stock Purchase Rights to Service Providers.

          (b)  Administration With Respect to Reporting Persons. With respect to
               ------------------------------------------------
Options granted to Reporting Persons and Named Executives, the Plan may (but
need not) be administered so as to permit such Options to qualify for the
exemption set forth in Rule 16b-3 under the Exchange Act and to qualify as
performance-based compensation under Section 162(m) of the Code.

          (c)  Committee Composition. If a Committee has been appointed pursuant
               ---------------------
to this Section 4, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies (however caused) and remove all members of a Committee
and thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws and, in the case of a Committee administering the Plan pursuant
to Section 4(b) above, to the extent permitted or required by Rule 16b-3 under
the Exchange Act and Section 162(m) of the Code.

                                       4
<PAGE>

          (d)  Powers of the Administrator.  Subject to the provisions of the
               ---------------------------
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

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

               (ii)   to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

               (iii)  to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

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

               (v)    to approve forms of agreement for use under the Plan;

               (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Option or Stock Purchase Right granted
hereunder, which terms and conditions include, but are not limited to, the
exercise or purchase price, the time or times when Options or Stock Purchase
Rights may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option, Optioned Stock, Stock Purchase Right or
Restricted Stock, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

               (vii)  to determine whether and under what circumstances an
Option may be settled in cash under subsection 10(f) instead of Common Stock;

               (viii) to determine the terms and restrictions applicable to
Stock Purchase Rights and the Restricted Stock purchased by exercising such
Stock Purchase Rights;

               (ix)   to modify or amend each Option or Stock Purchase Right;
and

               (x)    to make all other determinations deemed necessary or
advisable for administering the Plan.

          (e)  Effect of Administrator's Decision.  All decisions,
               ----------------------------------
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

     5.   Eligibility.
          -----------

          (a)  Recipients of Grants.  Nonstatutory Stock Options and Stock
               --------------------
Purchase Rights may be granted to Service Providers. Incentive Stock Options may
be

                                       5
<PAGE>

granted only to Employees. A Service Provider who has been granted an Option or
Stock Purchase Right may, if he or she is otherwise eligible, be granted
additional Options or Stock Purchase Rights.

          (b)  Type of Option.  Each Option shall be designated in the written
               --------------
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time the
Option with respect to such Shares is granted.

          (c)  Employment Relationship.  The Plan shall not confer upon any
               -----------------------
Optionee any right with respect to continuation of employment or service with
the Company, nor shall it interfere in any way with such Optionee's right or the
Company's right to terminate his or her employment or service with the Company
at any time, with or without cause.

     6.   Term of Plan.  The Plan became effective in September 1996 and shall
          ------------
continue in effect for a term of ten (10) years unless sooner terminated under
Section 16 of the Plan.

     7.   Term of Option.  The term of each Option shall be the term stated in
          --------------
the written option agreement; provided, however, that the term shall be no more
than ten (10) years from the date of grant thereof. However, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, is a Ten Percent Holder, the term of the Option shall be five (5) years
from the date of grant thereof or such shorter term as may be provided in the
written option agreement.

     8.   Limitation on Grants to Employees.
          ---------------------------------

          (a)  Subject to adjustment as provided in Section 14 below, the
maximum number of Shares which may be subject to Options and Stock Purchase
Rights granted to any one Employee under this Plan for any fiscal year of the
Company shall be 2,000,000 Shares.

          (b)  If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction described
in Section 14), the cancelled Option will be counted against the limits set
forth in subsection (a) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

                                       6
<PAGE>

     9.   Option Exercise Price and Consideration.

          (a)  The per Share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

               (i)    In the case of an Incentive Stock Option

                      (A)  granted to an Employee who, at the time of grant of
such Incentive Stock Option, is a Ten Percent Holder, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

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

               (ii)   In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

               (iii)  Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a merger or other corporate transaction.

          (b)  The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, (5) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price, (7) by delivering an irrevocable
subscription agreement for the Shares which irrevocably obligates the Optionee
to take and pay for the Shares not more than twelve months after the date of
delivery of the subscription agreement, (8) any combination of the foregoing

                                       7
<PAGE>

methods of payment, (9) or such other consideration and method of payment for
the issuance of Shares to the extent permitted under Applicable Laws. In making
its determination as to the type of consideration to accept, the Board shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     10.  Exercise of Option.
          ------------------

          (a)  Procedure for Exercise; Rights as a Stockholder.  Any Option
               -----------------------------------------------
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, consistent with the terms of the Plan, and
reflected in the written option agreement, including vesting requirements and/or
performance criteria with respect to the Company and/or the Optionee. The
Administrator shall have the discretion to determine whether and to what extent
the vesting of Options shall be tolled during any unpaid leave of absence;
provided however that in the absence of such determination, vesting of Options
shall be tolled during any such leave.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written or electronic
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company or its authorized agent. Full payment may, as authorized
by the Board, consist of any consideration and method of payment allowable under
Section 9(b) of the Plan and as set forth in the written option agreement. Until
the Company or its duly authorized agent has issued the stock certificate
evidencing such Shares (or transmitted such Shares via electronic delivery to
the Optionee's brokerage account), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate or electronic Share delivery promptly upon
exercise of the Option. 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
or the date the Shares are electronically delivered to the Optionee's brokerage
account, as applicable, except as provided in Section 14 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b)  Termination of Employment. In the event of termination of an
               -------------------------
Optionee's employment or service with the Company, such Optionee may, but only
within such period of time as determined by the Board, with such determination
in the case of an Incentive Stock Option being made at the time of grant of the
Option and not exceeding three (3) months after the date of such termination
(but in no event later than the expiration date of the term of such Option as
set forth in the option agreement), exercise his or her Option to the extent
that Optionee was entitled to exercise it at the date

                                       8
<PAGE>

of such termination. To the extent that Optionee was not entitled to exercise
the Option at the date of such termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate. A termination shall be deemed to occur and this Section
10(b) shall apply if (i) the Optionee is a Consultant or non-Employee Director
at the time grant and who subsequently becomes an Employee or (ii) the Optionee
is an Employee at the time grant and who subsequently becomes a Consultant or
non-Employee Director.

          (c)  Disability of Optionee.
               ----------------------

               (i)    Notwithstanding the provisions of Section 10(b) above, in
the event of termination of an Optionee's employment or service with the Company
as a result of his or her Disability, such Optionee may, but only within twelve
(12) months from the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the option
agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate.

               (ii)   Notwithstanding the provisions of Section 10(b) above, in
the event of termination of an Optionee employment or service with the Company
as a result of any disability other than a Disability such Optionee may, but
only within six (6) months from the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in the
Option Agreement), exercise his or her Option to the extent such Optionee was
entitled to exercise it at the date of such termination; provided, however, that
if such Optionee fails to exercise any Incentive Stock Option within three (3)
months from the date of termination of employment, such Option shall be treated
for federal income tax purposes as a Nonstatutory Stock Option. To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option (which he or she was
entitled to exercise) within the time specified herein, the Option shall
terminate.

               (iii)  A termination shall be deemed to occur and this Section
10(c) shall apply if (i) the Optionee is a Consultant or non-Employee Director
at the time grant and who subsequently becomes an Employee or (ii) the Optionee
is an Employee at the time grant and who subsequently becomes a Consultant or
non-Employee Director.

          (d)  Death of Optionee.  In the event of Optionee's death while a
               -----------------
Service Provider, his or her Option may be exercised, at any time within twelve
(12) months following the date of death (but in no event later than the
expiration date of the term of such Option as set forth in the option
agreement), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent the
Optionee was entitled to exercise the Option at the date of death.  To the
extent that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee's estate or the person who acquired the right to
exercise the Option by bequest

                                       9
<PAGE>

or inheritance does not exercise such Option to the extent so entitled within
the time specified herein, the Option shall terminate.

          (e)  Extension of Exercise Period.  The Administrator shall have full
               ----------------------------
power and authority to extend the period of time for which an Option is to
remain exercisable following termination of an Optionee's status as a Service
Provider from the periods set forth in Sections 10(b), 10(c) and 10(d) above or
in the option agreement to such greater time as the Board shall deem
appropriate, provided that in no event shall such Option be exercisable later
than the date of expiration of the term of such Option as set forth in the
option agreement; provided, further, that if such Option is an Incentive Stock
Option and Optionee fails to exercise such Option within three (3) months from
the date of termination of employment, such Option shall be treated for federal
income tax purposes as a Nonstatutory Stock Option.

          (f)  Buyout Provisions. The Administrator may at any time offer to buy
               -----------------
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     11.  Non-Transferability of Options and Stock Purchase Rights.  Unless
          --------------------------------------------------------
otherwise provided by the Administrator, Options and Stock Purchase Rights are
not transferable in any manner otherwise 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. The Administrator may in its discretion grant transferable
Nonstatutory Stock Options pursuant to option agreements specifying (i) the
manner in which such Nonstatutory Stock Options are transferable and (ii) that
any such transfer shall be subject to Applicable Laws.

     12.  Stock Purchase Rights.
          ---------------------

          (a)  Rights to Purchase.  Stock Purchase Rights may be issued either
               ------------------
alone, in addition to, or in tandem with Options and/or cash awards made outside
of the Plan. After the Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the Optionee in writing of the
terms, conditions and restrictions related to the Stock Purchase Right,
including the number of Shares that such Optionee shall be entitled to purchase,
the price to be paid, if any, and the time within which such Optionee must
exercise the Stock Purchase Right, which shall in no event exceed 30 days from
the date upon which the Administrator made the determination to grant the Stock
Purchase Right. The purchase price of Shares subject to Stock Purchase Rights
shall be as determined by the Administrator. The offer to purchase Shares
subject to Stock Purchase Rights shall be accepted by execution of a restricted
stock purchase agreement in the form determined by the Administrator.

          (b)  Repurchase Option. Unless the Administrator determines otherwise,
               -----------------
the restricted stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Optionee's employment or service with the Company for any reason (including
death or Disability).

                                       10
<PAGE>

The purchase price for Shares repurchased pursuant to the restricted stock
purchase agreement shall be the original price paid by the Optionee, if any, and
may be paid by cash or cancellation of purchase money indebtedness of the
Optionee to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine. A termination shall be deemed to occur and this
Section 12(b) shall apply if (i) the Optionee is a Consultant or non-Employee
Director at the time grant and who subsequently becomes an Employee or (ii) the
Optionee is an Employee at the time grant and who subsequently becomes a
Consultant or non-Employee Director.

          (c)  Other Provisions.  The restricted stock purchase agreement shall
               ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of restricted stock purchase agreements need not be the
same with respect to each Optionee.

          (d)  Rights as a Stockholder.  Once the Stock Purchase Right is
               -----------------------
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

     13.  Taxes.
          -----

          (a)  As a condition of the exercise of an Option or Stock Purchase
Right granted under the Plan, the Optionee (or in the case of the Optionee's
death, the person exercising the Option or Stock Purchase Right) shall make such
arrangements as the Administrator may require for the satisfaction of any
applicable federal, state, local or foreign withholding tax obligations that may
arise in connection with the exercise of Option or Stock Purchase Right and the
issuance of Shares. The Company shall not be required to issue any Shares under
the Plan until such obligations are satisfied.

          (b)  In the case of an Optionee who is an Employee and in the absence
of any other arrangement, the Employee shall be deemed to have directed the
Company to withhold or collect from his or her compensation an amount sufficient
to satisfy such tax obligations from the next payroll payment otherwise payable
after the date of an exercise of the Option or Stock Purchase Right.

          (c)  In the case of an Optionee other than an Employee (or in the case
of an Employee where the next payroll payment is not sufficient to satisfy such
tax obligations, with respect to any remaining tax obligations), in the absence
of any other arrangement and to the extent permitted under the Applicable Laws,
the Optionee shall be deemed to have elected to have the Company withhold from
the Shares to be issued upon exercise of the Option or Stock Purchase Right that
number of Shares having a Fair Market Value determined as of the applicable Tax
Date (as defined below) equal to the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, applicable to the
exercise.  For purposes of this Section 13, the Fair Market Value

                                       11
<PAGE>

of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined under the Applicable Laws (the "Tax
                                                                       ---
Date").
----

          (d)  If permitted by the Administrator, in its discretion, an Optionee
may satisfy his or her tax withholding obligations upon exercise of an Option or
Stock Purchase Right by surrendering to the Company Shares that have a Fair
Market Value determined as of the applicable Tax Date equal to the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, applicable to the exercise.

          (e)  Any election or deemed election by an Optionee to have Shares
withheld to satisfy tax withholding obligations under Section 13(c) or (d) above
shall be irrevocable as to the particular Shares as to which the election is
made and shall be subject to the consent or disapproval of the Administrator.
Any election by an Optionee under Section 13(d) above must be made on or prior
to the applicable Tax Date.

          (f)  In the event an election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option or Stock Purchase
Right is exercised but such Optionee shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the applicable Tax
Date.

     14.  Adjustments Upon Changes in Capitalization, Dissolution or
          ----------------------------------------------------------
          Liquidation, or Merger or Asset Sale.
          ------------------------------------

          (a)  Changes in Capitalization.  Subject to any required action by the
               -------------------------
stockholders of the Company, the number of Shares covered by each outstanding
Option or Stock Purchase Right, and the number of shares of Common Stock which
have been authorized for issuance under the Plan but as to which no Options or
Stock Purchase Rights have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option or Stock Purchase Right, as
well as the price per share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

          (b)  Dissolution or Liquidation.  In the event of the proposed
               --------------------------
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least

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<PAGE>

fifteen (15) days prior to such proposed action. To the extent it has not been
previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

          (c)  Merger or Sale of Assets.  In the event of a proposed merger of
               ------------------------
the Company with or into another corporation or a sale of all or substantially
all of the Company's assets, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the successor corporation does not agree to assume the Option or Stock
Purchase Right or to substitute an equivalent option or right, in which case
such Option or Stock Purchase Right shall terminate upon the consummation of the
merger or sale of assets.

          (d)  Certain Distributions.  In the event of any distribution to the
               ---------------------
Company's stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each
outstanding Option to reflect the effect of such distribution.

     15.  Time of Granting Options and Stock Purchase Rights.  The date of grant
          --------------------------------------------------
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Board. Notice of the
determination shall be given to each Service Provider to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such
grant.

     16.  Amendment and Termination of the Plan.
          -------------------------------------

          (a)  Amendment and Termination.  The Board may at any time amend,
               -------------------------
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuance or termination (other than an adjustment made pursuant to
Section 14 above) shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Applicable Laws, the Company
shall obtain stockholder approval of any Plan amendment in such a manner and to
such a degree as required.

          (b)  Effect of Amendment or Termination.  Any such amendment or
               ----------------------------------
termination of the Plan shall not affect Options and Stock Purchase Rights
already granted and such Options and Stock Purchase Rights shall remain in full
force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board, which agreement
must be in writing and signed by the Optionee and the Company.

     17.  Conditions Upon Issuance of Shares.  Shares shall not be issued
          ----------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law,

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<PAGE>

including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

          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 or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

     18.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     19.  Agreements.  Options and Stock Purchase Rights shall be evidenced by
          ----------
written agreements in such form as the Board shall approve from time to time.

     20.  Stockholder Approval.  If required by the Applicable Laws, continuance
          --------------------
of the Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted. Such
stockholder approval shall be obtained in the manner and to the degree required
under the Applicable Laws.

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