exhibit4-1.htm


    EXHIBIT 4.1 

     

    GERON CORPORATION
2002 EQUITY INCENTIVE
PLAN
(As Amended March 2010, Effective as of May
2010) 

     

         The following constitutes the provisions of the 2002 Equity Incentive
Plan, as amended, of Geron Corporation. 

     

    1. Purposes of the
Plan.

     

         The purposes of the Geron Corporation 2002 Equity Incentive Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business. Options
granted under the Plan may be Incentive Stock Options or Non-Qualified Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase
Rights may also be granted under the Plan.

     

    2. Definitions.

     

         As used herein, the following
definitions shall apply:

     

    
      	      	(a)	      	“Acquisition”
      means (1) a dissolution,
      liquidation or sale of all or substantially all of the assets of the
      Company; (2) a merger or consolidation in which the Company is not the
      surviving corporation; or (3) a reverse merger in which the Company is the
      surviving corporation but the shares of the Company’s common stock
      outstanding immediately preceding the merger are converted by virtue of
      the merger into other property, whether in the form of securities, cash or
      otherwise.
	
            	 
	
            	(b)	
            	“Administrator”
      means the Board or the
      Committee responsible for conducting the general administration of the
      Plan, as applicable, in accordance with Section 4 hereof.
	
            	 
	
            	(c)	
            	“Applicable
      Laws” means the
      requirements relating to the administration of stock option plans under
      U.S. state corporate laws, U.S. federal and state securities laws, the
      Code, any stock exchange or quotation system on which the Common Stock is
      listed or quoted and the applicable laws of any foreign country or
      jurisdiction where Options or Stock Purchase Rights are granted under the
      Plan.
	
            	 
	
            	(d)	
            	“Board” means the Board of
      Directors of the Company.
	
            	 
	
            	(e)	
            	“Code”
      means the Internal Revenue
      Code of 1986, as amended, or any successor statute or statutes thereto.
      Reference to any particular Code section shall include any successor
      section.
	
            	 
	
            	(f)	
            	“Committee”
      means a committee appointed
      by the Board in accordance with Section 4 hereof.
	
            	 
	
            	(g)	
            	“Common Stock”
      means the Common Stock of
      the Company.
	
            	 
	
            	(h)	
            	“Company”
      means Geron Corporation, a
      Delaware corporation.
	
            	 
	
            	(i)	
            	“Consultant”
      means any consultant or
      adviser if: (i) the consultant or adviser renders bona fide services to
      the Company or any Parent or Subsidiary of the Company; (ii) the services
      rendered by the consultant or adviser are not in connection with the offer
      or sale of securities in a capital-raising transaction and do not directly
      or indirectly promote or maintain a market for the Company’s securities;
      and (iii) the consultant or adviser is a natural person who has contracted
      directly with the Company or any Parent or Subsidiary of the Company to
      render such services.
	
            	 
	
            	(j)	
            	“Director”
      means a member of the
      Board.
	
            	 
	
            	(k)	
            	“Employee”
      means any person, including
      an Officer or Director, who is an employee (as defined in accordance with
      Section 3401(c) of the Code) of the Company or any Parent or Subsidiary of
      the Company. A Service Provider shall not cease to be an Employee (i)
      during any leave of absence approved by the Company or (ii) upon any
      transfer 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.
      Neither service as a Director nor payment of a director’s fee by the
      Company shall be sufficient, by itself, to constitute “employment” by the
      Company.


    

     

    8 

     

    

    
    


    
      	     	(l)	     	“Equity
      Restructuring” means
      a non-reciprocal transaction between the Company and its stockholders,
      such as a stock dividend, stock split, spin-off, rights offering or
      recapitalization through a large, nonrecurring cash dividend, that affects
      the shares of Common Stock (or other securities of the Company) or the
      share price of Common Stock (or other securities of the Company) and
      causes a change in the per share value of the Common Stock underlying
      outstanding awards granted under the Plan.
	
            	 
	
            	(m)	
            	“Exchange
      Act” means the
      Securities Exchange Act of 1934, as amended, or any successor statute or
      statutes thereto. Reference to any particular Exchange Act section shall
      include any successor section.
	
            	 
	
            	(n)	
            	“Fair
      Market Value” means,
      as of any date, the value of a share of Common Stock determined as
      follows:
	
            	 
	
            	 	
            	(i)	     	If the
      Common Stock is listed on any established stock exchange or a national
      market system, its Fair Market Value shall be the closing sales price for
      a share of such stock (or the closing bid, if no sales were reported) as
      quoted on such exchange or system for such date, or if no bids or sales
      were reported for such date, then the closing sales price (or the closing
      bid, if no sales were reported) on the trading date immediately prior to
      such date during which a bid or sale occurred, in each case, as reported
      in The Wall Street Journal or such other source as the Administrator deems
      reliable;
	
            	 
	
            	 	
            	(ii)	
            	If the
      Common Stock is 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 a share of the Common Stock
      on such date, or if no closing bid and asked prices were reported for such
      date, the date immediately prior to such date during which closing bid and
      asked prices were quoted for such Common Stock, in each case, as reported
      in The Wall Street Journal or such other source as the Administrator deems
      reliable; 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.
	
            	 
	
            	(o)	
            	“Holder”
      means a person who has been
      granted or awarded an Option or Stock Purchase Right or who holds Shares
      acquired pursuant to the exercise of an Option or Stock Purchase
      Right.
	
            	 
	
            	(p)	
            	“Incentive Stock
      Option” means an
      Option intended to qualify as an incentive stock option within the meaning
      of Section 422 of the Code and which is designated as an Incentive Stock
      Option by the Administrator.
	
            	 
	
            	(q)	
            	“Independent
      Director” means a
      Director who is not an Employee of the Company.
	
            	 
	
            	(r)	
            	“Non-Qualified Stock
      Option” means an
      Option (or portion thereof) that is not designated as an Incentive Stock
      Option by the Administrator, or which is designated as an Incentive Stock
      Option by the Administrator but fails to qualify as an incentive stock
      option within the meaning of Section 422 of the Code.
	
            	 
	
            	(s)	
            	“Officer”
      means a person who is an
      officer of the Company within the meaning of Section 16 of the Exchange
      Act and the rules and regulations promulgated thereunder.
	
            	 
	
            	(t)	
            	“Option”
      means a stock option
      granted pursuant to the Plan.
	
            	 
	
            	(u)	
            	“Option
      Agreement” means a
      written agreement between the Company and a Holder evidencing the terms
      and conditions of an individual Option grant. The Option Agreement is
      subject to the terms and conditions of the
Plan.


    

     

    9 

     

    

    
    


    
      	     	(v)	     	“Parent”
      means any corporation,
      whether now or hereafter existing (other than the Company), in an unbroken
      chain of corporations ending with the Company if each of the corporations
      other than the last corporation in the unbroken chain owns stock
      possessing more than fifty percent of the total combined voting power of
      all classes of stock in one of the other corporations in such
    chain.
	
            	 
	
            	(w)	
            	“Plan”
      means the Geron Corporation
      2002 Equity Incentive Plan, as may be amended from time to
  time.
	
            	 
	
            	(x)	
            	“Qualified Domestic
      Relations Order” means a domestic relations order as defined by the Code or Title I
      of the Employee Retirement Income Security Act of 1974, as amended, or the
      rules thereunder.
	
            	 
	
            	(y)	
            	“Restricted
      Stock” means Shares
      acquired pursuant to the exercise of an unvested Option in accordance with
      Section 10(h) below or pursuant to a Stock Purchase Right granted under
      Section 12 below.
	
            	 
	
            	(z)	
            	“Rule 16b-3”
      means that certain Rule
      16b-3 under the Exchange Act, as such Rule may be amended from time to
      time.
	
            	 
	
            	(aa)	
            	“Section 16(b)”
      means Section 16(b) of the
      Exchange Act, as such Section may be amended from time to
  time.
	
            	 
	
            	(bb)	
            	“Securities
      Act” means the
      Securities Act of 1933, as amended, or any successor statute or statutes
      thereto. Reference to any particular Securities Act section shall include
      any successor section.
	
            	 
	
            	(cc)	
            	“Service
      Provider” means an
      Employee, Director or Consultant.
	
            	 
	
            	(dd)	
            	“Share”
      means a share of Common
      Stock, as adjusted in accordance with Section 13 below.
	
            	 
	
            	(ee)	
            	“Stock Purchase
      Right” means a right
      to purchase Common Stock pursuant to Section 12 below.
	
            	 
	
            	(ff)	
            	“Subsidiary”
      means any corporation,
      whether now or hereafter existing (other than the Company), in an unbroken
      chain of corporations beginning with the Company if each of the
      corporations other than the last corporation in the unbroken chain owns
      stock possessing more than fifty percent of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.


    

     

    3. Stock Subject to the
Plan.

     

         Subject to the provisions of Section 13 of the Plan, the shares of stock
subject to Options or Stock Purchase Rights shall be Common Stock, initially
24,579,603 shares of the Company’s Common Stock. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares which may be
issued upon exercise of such Options or Stock Purchase Rights will increase
annually on each anniversary date of the Board’s adoption of the Plan during the
term of the Plan equal to the least of (i) two million (2,000,000) Shares, (ii)
four percent (4%) of the Company’s outstanding Shares on such date or (iii) a
lesser amount determined by the Board. Shares issued upon exercise of Options or
Stock Purchase Rights may be authorized but unissued, or reacquired Common
Stock. If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated). Shares which are delivered by the Holder or withheld
by the Company upon the exercise of an Option or Stock Purchase Right under the
Plan, in payment of the exercise price thereof or tax withholding thereon, may
again be optioned, granted or awarded hereunder, subject to the limitations of
this Section 3. If Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan. Notwithstanding the provisions of this Section 3, no
Shares may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an Incentive Stock Option under
Code Section 422. 

     

    10 

     

    

    
    


    4. Administration of the
Plan. 

     

    
      	     	(a)	     	Administrator. A Committee of the Board shall
      administer the Plan and the Committee shall consist solely of two or more
      Independent Directors each of whom is both an “outside director,” within
      the meaning of Section 162(m) of the Code, and a “non-employee director”
      within the meaning of Rule 16b-3. Notwithstanding the foregoing, the Board
      or the Committee may (i) delegate to a committee of one or more members of
      the Board who are not Independent Directors the authority to grant, and
      otherwise act as Administrator hereunder with respect to, awards under the
      Plan to eligible persons who are either (1) not then “covered employees,”
      within the meaning of Section 162(m) of the Code and are not expected to
      be “covered employees” at the time of recognition of income resulting from
      such award or (2) not persons with respect to whom the Company wishes to
      comply with Section 162(m) of the Code and/or (ii) delegate to a committee
      of one or more members of the Board who are not “non-employee directors,”
      within the meaning of Rule 16b-3, the authority to grant awards under the
      Plan to eligible persons who are not then subject to Section 16 of the
      Exchange Act. Appointment of Committee members shall be effective upon
      acceptance of appointment. Committee members may resign at any time by
      delivering written notice to the Board. Vacancies in the Committee may
      only be filled by the Board.
	
            	 
	
            	(b)	
            	Powers of
      the Administrator. Subject to the provisions of the Plan and the specific duties
      delegated by the Board to such Committee, and subject to the approval of
      any relevant authorities, the Administrator shall have the authority in
      its sole discretion:
	
            	 
	
            	 	
            	(i)	     	to
      determine the Fair Market Value;
	
            	 
	
            	 	
            	(ii)	
            	to
      select the Service Providers to whom Options and Stock Purchase Rights may
      from time to time be granted hereunder;
	
            	 
	
            	 	
            	(iii)	
            	to
      determine the number of Shares to be covered by each such award granted
      hereunder;
	
            	 
	
            	 	
            	(iv)	
            	to
      approve forms of agreement for use under the Plan;
	
            	 
	
            	 	
            	(v)	
            	to
      determine the terms and conditions of any Option or Stock Purchase Right
      granted hereunder (such terms and conditions include, but are not limited
      to, the exercise price, the time or times when Options or Stock Purchase
      Rights may vest or 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 or Stock Purchase
      Right or the Common Stock relating thereto, based in each case on such
      factors as the Administrator, in its sole discretion, shall determine) and
      amend such terms and conditions following the grant of such Options and
      Stock Purchase Rights hereunder;
	
            	 
	
            	 	
            	(vi)	
            	to
      determine whether to offer to buyout a previously granted Option as
      provided in subsection 10(i) and to determine the terms and conditions of
      such offer and buyout (including whether payment is to be made in cash or
      Shares);
	
            	 
	
            	 	
            	(vii)	
            	to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub plans established for the
      purpose of qualifying for preferred tax treatment under foreign tax
      laws;
	
            	 
	
            	 	
            	(viii)	
            	to
      allow Holders to satisfy withholding tax obligations by electing to have
      the Company withhold from the Shares to be issued upon exercise of an
      Option or Stock Purchase Right that number of Shares having a Fair Market
      Value equal to the minimum amount required to be withheld based on the
      statutory withholding rates for federal and state tax purposes that apply
      to supplemental taxable income. The Fair Market Value of the Shares to be
      withheld shall be determined on the date that the amount of tax to be
      withheld is to be determined. All elections by Holders to have Shares
      withheld for this purpose shall be made in such form and under such
      conditions as the Administrator may deem necessary or
  advisable;
	
            	 
	
            	 	
            	(ix)	
            	to
      amend the Plan or any Option or Stock Purchase Right granted under the
      Plan as provided in Section 15; and


    

     

    11 

     

    

    
    


    
      	
            	 	     	(x)	     	to
      construe and interpret the terms of the Plan and awards granted pursuant
      to the Plan and to exercise such powers and perform such acts as the
      Administrator deems necessary or desirable to promote the best interests
      of the Company which are not in conflict with the provisions of the
      Plan.
	
            	 
	     	(c)	
            	Effect of
      Administrator’s Decision. All decisions, determinations and interpretations of the
      Administrator shall be final and binding on all
  Holders.


    

     

    5. Eligibility.

     

         Non-Qualified Stock Options and Stock Purchase Rights may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee, Director or Consultant who has been granted an
Option or Stock Purchase Right may be granted additional Options or Stock
Purchase Rights.

     

    6. Limitations. 

     

    
      	     	(a)	     	Each
      Option shall be designated by the Administrator in the Option Agreement as
      either an Incentive Stock Option or a Non-Qualified Stock Option. However,
      notwithstanding such designations, to the extent that the aggregate Fair
      Market Value of Shares subject to a Holder’s Incentive Stock Options and
      other incentive stock options granted by the Company, any Parent or
      Subsidiary, which become exercisable for the first time during any
      calendar year (under all plans of the Company or any Parent or Subsidiary)
      exceeds $100,000, such excess Options or other options shall be treated as
      Non-Qualified Stock Options.
	
            	 
	
            	 	
            	For
      purposes of this Section 6(a), 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 of grant.
	
            	 
	
            	(b)	
            	Neither the Plan, any Option nor any Stock Purchase Right shall
      confer upon a Holder any right with respect to continuing the Holder’s
      employment or consulting relationship with the Company, nor shall they
      interfere in any way with the Holder’s right or the Company’s right to
      terminate such employment or consulting relationship at any time, with or
      without cause.
	
            	 
	
            	(c)	
            	No
      Service Provider shall be granted, in any calendar year, Options or Stock
      Purchase Rights to purchase more than 750,000 Shares. The foregoing
      limitation shall be adjusted proportionately in connection with any change
      in the Company’s capitalization as described in Section 13. For purposes
      of this Section 6(c), if an Option is canceled in the same calendar year
      it was granted (other than in connection with a transaction described in
      Section 13), the canceled Option will be counted against the limit set
      forth in this Section 6(c). For this purpose, if the exercise price of an
      Option is reduced, the transaction shall be treated as a cancellation of
      the Option and the grant of a new Option.


    

     

    7. Term of Plan.

     

         The Plan shall become effective upon its initial adoption by the Board
and shall continue in effect until it is terminated under Section 15 of the
Plan. No Options or Stock Purchase Rights may be issued under the Plan after the
tenth (10th) anniversary of the earlier of (i) the date upon which the Plan is
adopted by the Board or (ii) the date the Plan is approved by the
stockholders.

     

    8. Term of Option.

     

         The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof. In the case of an Incentive Stock Option granted to a
Holder who, at the time the Option is granted, owns (or is treated as owning
under Code Section 424) stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement. 

     

    12 

     

    

    
    


    9. Option Exercise Price and
Consideration. 

     

    
      	     	(a)	     	Except as provided in Section 13, the per share exercise price for
      the Shares to be issued upon exercise of an Option shall be such price as
      is determined by the Administrator, but in no event less than the par
      value per Share, and in the case of an Incentive Stock
Option:
	
            	 
	
            	 	
            	(i)	     	granted to an Employee who, at the time of grant of such Option,
      owns (or is treated as owning under Code Section 424) stock representing
      more than ten percent (10%) of the voting power of all classes of stock of
      the Company or any Parent or Subsidiary, the per Share exercise price
      shall be no less than one hundred ten percent (110%) of the Fair Market
      Value per Share on the date of grant.
	
            	 
	
            	 	
            	(ii)	
            	granted to any other Employee, the per Share exercise price shall
      be no less than one hundred percent (100%) of the Fair Market Value per
      Share on the date of grant.
	
            	 
	
            	(b)	
            	Notwithstanding the foregoing, Options may be granted with a per
      Share exercise price other than as required above pursuant to a merger or
      other corporate transaction.
	
            	 
	
            	(c)	
            	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). Such consideration may
      consist of (1) cash, (2) check, (3) with the consent of the Administrator,
      a full recourse promissory note bearing interest (at no less than such
      rate as shall then preclude the imputation of interest under the Code) and
      payable upon such terms as may be prescribed by the Administrator, (4)
      with the consent of the Administrator, other Shares which (x) in the case
      of Shares acquired from the Company, have been owned by the Holder for
      more than six (6) months on the date of surrender, and (y) have a Fair
      Market Value on the date of surrender equal to the aggregate exercise
      price of the Shares as to which such Option shall be exercised, (5) with
      the consent of the Administrator, surrendered Shares then issuable upon
      exercise of the Option having a Fair Market Value on the date of exercise
      equal to the aggregate exercise price of the Option or exercised portion
      thereof, (6) property of any kind which constitutes good and valuable
      consideration, (7) with the consent of the Administrator, delivery of a
      notice that the Holder has placed a market sell order with a broker with
      respect to Shares then issuable upon exercise of the Options and that the
      broker has been directed to pay a sufficient portion of the net proceeds
      of the sale to the Company in satisfaction of the Option exercise price,
      provided, that payment of such proceeds is then made to the Company upon
      settlement of such sale, or (8) with the consent of the Administrator, any
      combination of the foregoing methods of
payment.


    

     

    10. Exercise of Option. 

     

    
      	     	(a)	     	Vesting;
      Fractional Exercises. Except as provided in Section 13, Options granted hereunder shall
      be vested and exercisable according to the terms hereof at such times and
      under such conditions as determined by the Administrator and set forth in
      the Option Agreement, as may be amended from time to time. An Option may
      not be exercised for a fraction of a Share.
	
            	 
	
            	(b)	
            	Deliveries upon
      Exercise. All or a
      portion of an exercisable Option shall be deemed exercised upon delivery
      of all of the following to the Secretary of the Company or his or her
      office:
	
            	 
	
            	 	
            	(i)	     	A
      written or electronic notice complying with the applicable rules
      established by the Administrator stating that the Option, or a portion
      thereof, is exercised. The notice shall be signed by the Holder or other
      person then entitled to exercise the Option or such portion of the
      Option;
	
            	 
	
            	 	
            	(ii)	
            	Such
      representations and documents as the Administrator, in its sole
      discretion, deems necessary or advisable to effect compliance with
      Applicable Laws. The Administrator may, in its sole discretion, also take
      whatever additional actions it deems appropriate to effect such
      compliance, including, without limitation, placing legends on share
      certificates and issuing stop transfer notices to agents and
      registrars;
	
            	 
	
            	 	
            	(iii)	
            	Upon
      the exercise of all or a portion of an unvested Option pursuant to Section
      10(h), a Restricted Stock purchase agreement in a form determined by the
      Administrator and signed by the Holder or other person then entitled to
      exercise the Option or such portion of the Option;
and


    

     

    13 

     

    

    
    


    
      	
            	 	
            	(iv)	
            	In the
      event that the Option shall be exercised pursuant to Section 10(f) by any
      person or persons other than the Holder, appropriate proof of the right of
      such person or persons to exercise the Option.
	
            	 
	     	(c)	     	Conditions to Delivery
      of Share Certificates. The Company shall not be required to issue or deliver any
      certificate or certificates for Shares purchased upon the exercise of any
      Option or portion thereof prior to fulfillment of all of the following
      conditions:
	
            	 
	
            	 	
            	(i)	     	The
      admission of such Shares to listing on all stock exchanges on which such
      class of stock is then listed;
	
            	 
	
            	 	
            	(ii)	
            	The
      completion of any registration or other qualification of such Shares under
      any state or federal law, or under the rulings or regulations of the
      Securities and Exchange Commission or any other governmental regulatory
      body which the Administrator shall, in its sole discretion, deem necessary
      or advisable;
	
            	 
	
            	 	
            	(iii)	
            	The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Administrator shall, in its sole discretion,
      determine to be necessary or advisable;
	
            	 
	
            	 	
            	(iv)	
            	The
      lapse of such reasonable period of time following the exercise of the
      Option as the Administrator may establish from time to time for reasons of
      administrative convenience; and
	
            	 
	
            	 	
            	(v)	
            	The
      receipt by the Company of full payment for such Shares, including payment
      of any applicable withholding tax, which in the sole discretion of the
      Administrator may be in the form of consideration used by the Holder to
      pay for such Shares under Section 9(c).
	
            	 
	
            	(d)	
            	Termination of
      Relationship as a Service Provider. If a Holder ceases to be a Service
      Provider other than by reason of the Holder’s total and permanent
      disability (as defined in Section 22(e)(3) of the Code) or death, such
      Holder may exercise his or her Option within such period of time as is
      specified in the Option Agreement to the extent that the Option is vested
      on the date of termination. In the absence of a specified time in the
      Option Agreement, the Option shall remain exercisable for three (3) months
      following the Holder’s termination (but in no event later than the
      expiration of the term of such Option as set forth in the Option
      Agreement). If, on the date of termination, the Holder is not vested as to
      his or her entire Option, the Shares covered by the unvested portion of
      the Option immediately cease to be issuable under the Option and shall
      again become available for issuance under the Plan. If and to the extent,
      after termination, the Holder does not exercise his or her Option within
      the time period specified herein, the Option shall terminate, and the
      Shares covered by such Option shall again become available for issuance
      under the Plan.
	
            	 
	
            	(e)	
            	Disability of
      Holder. If a Holder
      ceases to be a Service Provider as a result of the Holder's total and
      permanent disability (as defined in Section 22(e)(3) of the Code), the
      Holder may exercise his or her Option within twenty-four (24) months
      following the Holder's termination (but in no event later than the
      expiration of the term of such Option as set forth in the Option
      Agreement) and such Option shall be exercisable during such period for the
      number of Shares subject to the Option with respect to which the right to
      exercise was (i) already accrued as of the Holder's termination and (ii)
      would have accrued had the Holder remained a Service Provider continuously
      for thirty-six (36) months (or such lesser period of time as is determined
      by the Board) after the date of Holder's termination. If, on the date of
      termination, the Holder is not vested as to his or her entire Option, the
      Shares covered by the unvested portion of the Option (determined after
      taking into account the accelerated exercisability provided for in this
      Section 10(e)) shall immediately cease to be issuable under the Option and
      shall again become available for issuance under the Plan. If, and to the
      extent, after termination, the Holder does not exercise his or her Option
      within the time specified herein, the Option shall terminate, and the
      Shares covered by such Option shall again become available for issuance
      under the Plan.


    

     

    14 

     

    

    
    


    
      	     	(f)	     	Death of
      Holder. If a Holder
      dies while a Service Provider, the Option may be exercised within
      twenty-four (24) months following the Holder’s termination by the Holder’s
      estate or by a person who acquires the right to exercise the Option by
      bequest or inheritance (but in no event later than the expiration of the
      term of such Option as set forth in the Option Agreement) and such Option
      shall be exercisable during such period for the number of Shares subject
      to the Option with respect to which the right to exercise was (i) already
      accrued as of the Holder’s termination and (ii) would have accrued had the
      Holder remained a Service Provider continuously for thirty-six (36) months
      (or such lesser period of time as is determined by the Board) after the
      date of Holder’s termination. If, at the time of death, the Holder is not
      vested as to his or her entire Option, the Shares covered by the unvested
      portion of the Option (determined after taking into account the
      accelerated exercisability provided for in this Section 10(f)) shall
      immediately cease to be issuable under the Option and shall again become
      available for issuance under the Plan. The Option may be exercised by the
      executor or administrator of the Holder’s estate or, if none, by the
      person(s) entitled to exercise the Option under the Holder’s will or the
      laws of descent or distribution. If, and to the extent, the Option is not
      so exercised within the time specified herein, the Option shall terminate,
      and the Shares covered by such Option shall again become available for
      issuance under the Plan.
	
            	 
	
            	 	
            	If a
      Holder dies within three (3) months after termination as a Service
      Provider (other than as a result of the Holder’s disability), the Option
      may be exercised within six (6) months following the date of death (but in
      no event later than the expiration of the term of such Option as set forth
      in the Option Agreement), by the Holder’s estate or by a person who
      acquires the right to exercise the Option by bequest or inheritance, but
      only to the extent the right to exercise such Option had accrued as of the
      date of death.
	
            	 
	
            	(g)	
            	Regulatory
      Extension. A
      Holder’s Option Agreement may provide that if the exercise of the Option
      following the termination of the Holder’s status as a Service Provider
      (other than upon the Holder’s death or Disability) would be prohibited at
      any time because the issuance of shares would violate the registration
      requirements under the Securities Act or because the sale of Shares on or
      after exercise would be inconsistent with the terms of the Company's
      insider trading policy, then the Option shall terminate on the earlier of
      (i) the expiration of the term of the Option set forth in Section 8 or
      (ii) the expiration of a period of three (3) months after the termination
      of the Holder’s status as a Service Provider during which the exercise of
      the Option would not be in violation of such registration requirements or
      inconsistent with such insider trading policy, as applicable.
	
            	 
	
            	(h)	
            	Early
      Exercisability. The
      Administrator may provide in the terms of a Holder’s Option Agreement that
      the Holder may, at any time before the Holder’s status as a Service
      Provider terminates, exercise the Option in whole or in part prior to the
      full vesting of the Option; provided, however, that Shares acquired upon
      exercise of an Option which has not fully vested may be subject to any
      forfeiture, transfer or other restrictions as the Administrator may
      determine in its sole discretion.
	
            	 
	
            	(i)	
            	Buyout
      Provisions. The
      Administrator may at any time offer to buyout 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 Holder at the
      time that such offer is made.


    

     

    11. Non Transferability of Options and Stock
Purchase Rights.

     

         Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Holder, only by the Holder. Notwithstanding the preceding sentence, a
Non-Qualified Stock Option may be assigned in accordance with the terms of a
Qualified Domestic Relations Order. The assigned Option may only be exercised by
the person or persons who acquire a proprietary interest in the Option pursuant
to such Qualified Domestic Relations Order. The terms applicable to the assigned
Option (or portion thereof) shall be the same as those in effect for the Option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Administrator may deem appropriate.

     

    15 

     

    

    
    


    12. Stock Purchase
Rights. 

     

    
      	     	(a)	     	Rights to Purchase. Stock Purchase Rights may be issued
      either alone, in addition to, or in tandem with Options granted under the
      Plan 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 offeree in writing of the terms, conditions and
      restrictions related to the offer, including the number of Shares that
      such person shall be entitled to purchase, the price to be paid, and the
      time within which such person must accept such offer. The offer shall be
      accepted by execution of a Restricted Stock purchase agreement in the form
      determined by the Administrator.
	
            	 
	
            	(b)	
            	Repurchase
      Right. Unless the
      Administrator determines otherwise, the Restricted Stock purchase
      agreement shall grant the Company the right to repurchase Shares acquired
      upon exercise of a Stock Purchase Right upon the termination of the
      purchaser’s status as a Service Provider for any reason. The purchase
      price for Shares repurchased by the Company pursuant to such repurchase
      right and the rate at which such repurchase right shall lapse shall be
      determined by the Administrator in its sole discretion, and shall be set
      forth in the Restricted Stock purchase agreement.
	
            	 
	
            	(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.
	
            	 
	
            	(d)	
            	Rights as a
      Shareholder. Once
      the Stock Purchase Right is exercised, the purchaser shall have rights
      equivalent to those of a shareholder and shall be a shareholder when his
      or her purchase is entered upon the records of the duly authorized
      transfer agent of the Company. No adjustment shall 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 13 of the
      Plan.


    

     

    13. Adjustments upon Changes in Capitalization,
Merger or Asset Sale. 

     

    
      	     	(a)	     	In the event that the Administrator determines that, other than an
      Equity Restructuring, any dividend or other distribution (whether in the
      form of cash, Common Stock, other securities, or other property),
      reorganization, merger, consolidation, combination, repurchase,
      liquidation, dissolution, or sale, transfer, exchange or other disposition
      of all or substantially all of the assets of the Company, or exchange of
      Common Stock or other securities of the Company, issuance of warrants or
      other rights to purchase Common Stock or other securities of the Company,
      or other similar corporate transaction or event, in the Administrator’s
      sole discretion, affects the Common Stock such that an adjustment is
      determined by the Administrator to be appropriate in order to prevent
      dilution or enlargement of the benefits or potential benefits intended by
      the Company to be made available under the Plan or with respect to any
      Option, Stock Purchase Right or Restricted Stock, then the Administrator
      shall, in such manner as it may deem equitable, adjust any or all
      of:
	
            	 
	
            	 	
            	(i)	     	the
      number and kind of shares of Common Stock (or other securities or
      property) with respect to which Options or Stock Purchase Rights may be
      granted or awarded (including, but not limited to, adjustments of the
      limitations in Section 3 on the maximum number and kind of shares which
      may be issued and adjustments of the maximum number of Shares that may be
      purchased by any Holder in any calendar year pursuant to Section
      6(c));
	
            	 
	
            	 	
            	(ii)	
            	the
      number and kind of shares of Common Stock (or other securities or
      property) subject to outstanding Options, Stock Purchase Rights or
      Restricted Stock; and
	
            	 
	
            	 	
            	(iii)	
            	the
      grant or exercise price with respect to any Option or Stock Purchase
      Right.
	
            	 
	
            	(b)	
            	In the event of any transaction or event described in Section
      13(a), the Administrator, in its sole discretion, and on such terms and
      conditions as it deems appropriate, either by the terms of the Option,
      Stock Purchase Right or Restricted Stock or by action taken prior to the
      occurrence of such transaction or event and either automatically or upon
      the Holder’s request, is hereby authorized to take any one or more of the
      following actions whenever the Administrator determines that such action
      is appropriate in order to prevent dilution or enlargement of the benefits
      or potential benefits intended by the Company to be made available under
      the Plan or with respect to any Option, Stock Purchase Right or Restricted
      Stock granted or issued under the Plan or to facilitate such transaction
      or event:


    

     

    16 

     

    

    
    


    
      	
            	 	
            	(i)	     	To
      provide for either the purchase of any such Option, Stock Purchase Right
      or Restricted Stock for an amount of cash equal to the amount that could
      have been obtained upon the exercise of such Option or Stock Purchase
      Right or realization of the Holder’s rights had such Option, Stock
      Purchase Right or Restricted Stock been currently exercisable or payable
      or fully vested or the replacement of such Option, Stock Purchase Right or
      Restricted Stock with other rights or property selected by the
      Administrator in its sole discretion;
	
            	 
	
            	 	
            	(ii)	
            	To
      provide that such Option or Stock Purchase Right shall be exercisable as
      to all shares covered thereby, notwithstanding anything to the contrary in
      the Plan or the provisions of such Option or Stock Purchase
    Right;
	
            	 
	
            	 	
            	(iii)	
            	To
      provide that such Option, Stock Purchase Right or Restricted Stock be
      assumed by the successor or survivor corporation, or a parent or
      subsidiary thereof, or shall be substituted for by similar options, rights
      or awards covering the stock of the successor or survivor corporation, or
      a parent or subsidiary thereof, with appropriate adjustments as to the
      number and kind of shares and prices;
	
            	 
	
            	 	
            	(iv)	
            	To
      make adjustments in the number and type of shares of Common Stock (or
      other securities or property) subject to outstanding Options and Stock
      Purchase Rights, and/or in the terms and conditions of (including the
      grant or exercise price), and the criteria included in, outstanding
      Options, Stock Purchase Rights or Restricted Stock or Options, Stock
      Purchase Rights or Restricted Stock which may be granted in the future;
      and
	
            	 
	
            	 	
            	(v)	
            	To
      provide that immediately upon the consummation of such event, such Option
      or Stock Purchase Right shall not be exercisable and shall terminate;
      provided, that for a specified period of time prior to such event, such
      Option or Stock Purchase Right shall be exercisable as to all Shares
      covered thereby, and the restrictions imposed under an Option Agreement or
      Restricted Stock purchase agreement upon some or all Shares may be
      terminated and, in the case of Restricted Stock, some or all shares of
      such Restricted Stock may cease to be subject to repurchase,
      notwithstanding anything to the contrary in the Plan or the provisions of
      such Option, Stock Purchase Right or Restricted Stock purchase
      agreement.
	
            	 
	     	(c)	     	In connection with the occurrence of any Equity Restructuring, and
      notwithstanding anything to the contrary in Sections 13(a) and 13(b)
      hereof:
	
            	 
	
            	 	
            	(i)	
            	The
      number and type of securities subject to each outstanding Option or Stock
      Purchase Right and the exercise price or grant price thereof, if
      applicable, will be proportionately adjusted. The adjustments provided
      under this Section 13(c)(i) shall be nondiscretionary and shall be final
      and binding on the affected Holder and the Company.
	
            	 
	
            	 	
            	(ii)	
            	The
      Administrator shall make such proportionate adjustments, if any, as the
      Administrator in its discretion may deem appropriate to reflect such
      Equity Restructuring with respect to the aggregate number and kind of
      shares that may be issued under the Plan (including, but not limited to,
      adjustments of the limitations in Section 3 hereof).
	
            	 
	
            	(d)	
            	If the Company undergoes an Acquisition, then the vesting of any
      outstanding Options, Stock Purchase Rights or Restricted Stock (and, if
      applicable, the time during which such awards may be exercised) shall be
      accelerated and made fully exercisable and all restrictions thereon shall
      lapse at least ten (10) days prior to the closing of the Acquisition. Any
      surviving corporation or entity or acquiring corporation or entity, or
      affiliate of such corporation or entity, may assume any Options, Stock
      Purchase Rights or Restricted Stock outstanding under the Plan or may
      substitute similar stock awards (including an award to acquire the same
      consideration paid to the stockholders in the transaction described in
      this subsection 13(d)) for those outstanding under the Plan. In the event
      any surviving corporation or entity or acquiring corporation or entity in
      an Acquisition, or affiliate of such corporation or entity, does not
      assume any Options, Stock Purchase Rights or Restricted Stock or does not
      substitute similar stock awards for those outstanding under the Plan, then
      such Options or Stock Purchase Rights shall terminate if not exercised
      prior to the closing of such Acquisition.


    

     

    17 

     

    

    
    


    
      	     	(e)	     	Subject to Section 3, the Administrator may, in its sole
      discretion, include such further provisions and limitations in any Option,
      Stock Purchase Right, Restricted Stock agreement or certificate, as it may
      deem equitable and in the best interests of the Company.
	
            	 
	
            	(f)	
            	The
      existence of the Plan, any Option Agreement or Restricted Stock purchase
      agreement and the Options or Stock Purchase Rights granted hereunder shall
      not affect or restrict in any way the right or power of the Company or the
      stockholders of the Company to make or authorize any adjustment,
      recapitalization, reorganization or other change in the Company’s capital
      structure or its business, any merger or consolidation of the Company, any
      issue of stock or of options, warrants or rights to purchase stock or of
      bonds, debentures, preferred or prior preference stocks whose rights are
      superior to or affect the Common Stock or the rights thereof or which are
      convertible into or exchangeable for Common Stock, or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of
      its assets or business, or any other corporate act or proceeding, whether
      of a similar character or otherwise.


    

     

    14. 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 Administrator. Notice of the determination shall be given to
each Employee or Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant. 

     

    15. Amendment and Termination of the
Plan.

     

    
      	     	(a)	     	Amendment and
      Termination. The
      Board may at any time wholly or partially amend, alter, suspend or
      terminate the Plan. However, without approval of the Company’s
      stockholders given within twelve (12) months before or after the action by
      the Board, no action of the Board may, except as provided in Section 13,
      increase the limits imposed in Section 3 on the maximum number of Shares
      which may be issued under the Plan or extend the term of the Plan under
      Section 7.
	
            	 
	
            	(b)	
            	Stockholder
      Approval. The Board
      shall obtain stockholder approval of any Plan amendment to the extent
      necessary and desirable to comply with Applicable Laws.
	
            	 
	
            	(c)	
            	Effect of Amendment or
      Termination. No
      amendment, alteration, suspension or termination of the Plan shall impair
      the rights of any Holder, unless mutually agreed otherwise between the
      Holder and the Administrator, which agreement must be in writing and
      signed by the Holder and the Company. Termination of the Plan shall not
      affect the Administrator’s ability to exercise the powers granted to it
      hereunder with respect to Options, Stock Purchase Rights or Restricted
      Stock granted or awarded under the Plan prior to the date of such
      termination.


    

     

    16. Stockholder
Approval.

     

         The Plan will be submitted for the approval of the Company’s stockholders
within twelve (12) months after the date of the Board’s initial adoption of the
Plan. Options, Stock Purchase Rights or Restricted Stock may be granted or
awarded prior to such stockholder approval, provided that such Options, Stock
Purchase Rights and Restricted Stock shall not be exercisable, shall not vest
and the restrictions thereon shall not lapse prior to the time when the Plan is
approved by the stockholders, and provided further that if such approval has not
been obtained at the end of said twelve month period, all Options, Stock
Purchase Rights and Restricted Stock previously granted or awarded under the
Plan shall thereupon be canceled and become null and void. 

     

    17. Inability to Obtain
Authority.

     

         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.


     

    18 

     

    

    
    


    18. Reservation of
Shares.

     

         The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 

     

    19. Repurchase
Provisions.

     

         The Administrator in its sole discretion may provide that the Company may
repurchase Shares acquired upon exercise of an Option or Stock Purchase Right
upon the occurrence of certain specified events, including, without limitation,
a Holder’s termination as a Service Provider, divorce, bankruptcy or insolvency.


     

    20. Investment Intent.

     

         The Company may require a Plan participant, as a condition of exercising
or acquiring stock under any Option or Stock Purchase Right, (i) to give written
assurances satisfactory to the Company as to the participant’s knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option or Stock Purchase Right; and (ii) to give written
assurances satisfactory to the Company stating that the participant is acquiring
the stock subject to the Option or Stock Purchase Right for the participant’s
own account and not with any present intention of selling or otherwise
distributing the stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (A) the issuance of the
shares upon the exercise or acquisition of stock under the applicable Option or
Stock Purchase Right has been registered under a then currently effective
registration statement under the Securities Act or (B) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the stock.


     

    21. Governing Law.

     

         The validity and enforceability of this Plan shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
otherwise governing principles of conflicts of law. 

     

    19