May 11, 2012 8K Exhibit 10.19




Mattson Technology, Inc.


2012 Equity Incentive Plan



   

   

   

   

   










Mattson Technology, Inc.

                  2012 Equity Incentive Plan







	ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1   Establishment.  The Mattson Technology, Inc. Amended and Restated 1989
Stock Option Plan was initially established effective April 24, 1997 (the "Initial Plan").  The Initial Plan was
amended and restated effective as of May 25, 2005 as the 2005 Equity Incentive Plan.  The 2005 Equity Incentive Plan is hereby
amended and restated in its entirety as the Mattson Technology, Inc. 2012 Equity Incentive Plan (the "Plan")
effective as of May 10, 2012, the date of its approval by the stockholders of the Company (the "Effective
Date").

1.2   Purpose.  The purpose of the Plan is to advance the interests of the Participating
Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the
Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company
Group.  The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Purchase Rights, Stock Bonuses
and Restricted Stock Units.

1.3   Term of Plan.  The Plan shall continue in effect until its termination by the Committee;
provided, however, that all Awards shall be granted, if at all, within ten (10) years from the Effective Date.





	DEFINITIONS AND CONSTRUCTION.

2.1   Definitions.  Whenever used herein, the following terms shall have their respective
meanings set forth below:




	"Award" means any Option, Stock Purchase Right, Stock Bonus or Restricted Stock Unit granted under
the Plan.


	"Award Agreement" means a written agreement between the Company and a Participant setting forth
the terms, conditions and restrictions of the Award granted to the Participant.


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


	"Change in Control" means the occurrence of any of the following events:



	A change in the ownership of the Company which occurs on the date that any one
person, or more than one person acting as a group ("Person"), acquires ownership of the stock of the Company that,
together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the
Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any









                     - 1 -










one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change
in Control; or 



	A change in the effective control of the Company which occurs on the date that a majority of
members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or election.  For purposes of this clause (ii), if any Person is
considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not
be considered a Change in Control; or


	A change in the ownership of a substantial portion of the Company's assets which occurs on the
date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of
the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided,
however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of
the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B)
a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or
with respect to the Company's stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power
of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3).  For purposes of this subsection (iii), gross
fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in
control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any
proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated
thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately before such transaction.







                     - 2 -









	"Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.


	"Committee" means the Compensation Committee or other committee of the Board duly appointed to
administer the Plan and having such powers as shall be specified by the Board.  If no committee of the Board has been appointed to
administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its
discretion exercise any or all of such powers.


	"Company" means Mattson Technology, Inc., a Delaware corporation, or any successor corporation
thereto.


	"Consultant" means a person engaged to provide consulting or advisory services (other than as an
Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services
or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person
pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.


	"Covered Employee" means any Employee who is or may become a "covered employee" as
defined in Code Section 162(m), or any successor statute, and who is designated, either as an individual Employee or class of
Employees, by the Committee no later than (i) the date ninety (90) days after the beginning of the Performance Period, or (ii) the date
on which twenty-five percent (25%) of the Performance Period has elapsed, as a "Covered Employee" under this Plan for
such applicable Performance Period.


	"Director" means a member of the Board.


	"Disability" means the permanent and total disability of the Participant, within the meaning of
Section 22(e)(3) of the Code.


	"Dividend Equivalent" means a credit, made at the discretion of the Committee or as otherwise
provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each
share of Stock represented by an Award held by such Participant.


	"Employee" means any person treated as an employee (including an Officer or a member of the Board
who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted
to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a
member of the Board nor payment of a director's fee shall be sufficient to constitute employment for purposes of the Plan.  The
Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an
Employee and the effective date of such individual's employment or termination of employment, as the case may be.  For purposes of
an individual's rights, if any, under the terms of the Plan as of the time of the Company's determination of whether or not the individual
is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any,






                     - 3 -









notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual's
status as an Employee.



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


	"Fair Market Value" means, as of any date, the value of a share of Stock or other property as
determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the
Company herein, subject to the following:



	Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the
closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the NASDAQ Global Select Market, the
NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market or such other national or regional securities
exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other
source as the Company deems reliable.  If the relevant date does not fall on a day on which the Stock has traded on such securities
exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was
so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.


	Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening,
closing, high, low or average sale price of a share of Stock or the actual sale price of a share of Stock received by a Participant, on
such date, the preceding trading day or the next succeeding trading day.  The Committee may vary its method of determination of the
Fair Market Value as provided in this Section for different purposes under the Plan.


	If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by
its terms, will never lapse.


	"Incentive Stock Option" means an Option intended to be (as set forth in the Award Agreement) and
which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.


	"Insider" means an Officer, Director or any other person whose transactions in Stock are subject to
Section 16 of the Exchange Act.


	"Nonemployee Director" means a Director who is not an Employee.


	"Nonemployee Director Award" means an Option, Stock Award or Restricted Stock Unit Award granted
to a Nonemployee Director pursuant to Section 9 of the Plan.

                     - 4 -









	"Nonstatutory Stock Option" means an Option not intended to be (as set forth in the Award
Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.


	"Officer" means any person designated by the Board as an officer of the Company.


	"Option" means the right to purchase Stock at a stated price for a specified period of time granted to a
Participant pursuant to Section 6 of the Plan.  An Option may be either an Incentive Stock Option or a Nonstatutory Stock
Option.


	"Ownership Change Event" means the occurrence of any of the following
with respect to the Company:  (i) the direct or indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or
consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of
the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).


	"Parent Corporation" means any present or future "parent corporation" of the Company, as
defined in Section 424(e) of the Code.


	"Participant" means any eligible person who has been granted one or more Awards.


	"Participating Company" means the Company or any Parent Corporation or Subsidiary
Corporation.


	"Participating Company Group" means, at any point in time, all entities collectively which are then
Participating Companies.



	"Performance Award Formula" means, for any Performance Award, a formula or table established by
the Committee pursuant to Section 10.1 of the Plan which provides the basis for computing the value of an Award at one or
more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance
Period.



	"Performance-Based Compensation" means compensation under an Award that satisfies the
requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees.



	"Performance Goal" means a performance goal established by the Committee pursuant to
Section 10.1 of the Plan.



	"Performance Period" means a period established by the Committee pursuant to Section 10.1
of the Plan at the end of which one or more Performance Goals are to be measured.

                     - 5 -









	"Restricted Stock Unit" means a bookkeeping entry representing a right granted to a Participant
pursuant to Section 8 of the Plan to receive a share of Stock on a date determined in accordance with the provisions of
Section 8, as applicable, and the Participant's Award Agreement.



	"Restriction Period" means the period established in accordance with Section 7.5 of the Plan
during which shares subject to a Stock Award are subject to Vesting Conditions.



	"Rule 16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to time, or
any successor rule or regulation.



	"Section 162(m)" means Section 162(m) of the Code.



	"Section 409A" means Section 409A of the Code (including regulations or
administrative guidelines thereunder).



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



	"Service" means a Participant's employment or service with the Participating Company Group, whether
in the capacity of an Employee, a Director or a Consultant.  A Participant's Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which
the Participant renders such Service, provided that there is no interruption or termination of the Participant's Service.  A Participant's
Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the
Participant performs Service ceasing to be a Participating Company.  Subject to the foregoing, the Company, in its sole discretion, shall
determine whether a Participant's Service has terminated and the effective date of such termination.



	"Stock" means the common stock of the Company, as adjusted from time to time in accordance with
Section 4.3 of the Plan.



	"Stock Award" means an Award of a Stock Bonus or a Stock Purchase Right.



	"Stock Bonus" means Stock granted to a Participant pursuant to Section 7 of the Plan.



	"Stock Purchase Right" means a right to purchase Stock granted to a Participant pursuant to
Section 7 of the Plan.



	"Subsidiary Corporation" means any present or future "subsidiary corporation" of the
Company, as defined in Section 424(f) of the Code.



	"Ten Percent Owner" means a Participant who, at the time an Option is granted to the Participant, owns
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company
within the meaning of Section 422(b)(6) of the Code.

                     - 6 -









	"Vesting Conditions" mean those conditions established in accordance with Section 7.5 or
Section 8.3 of the Plan prior to the satisfaction of which shares subject to a Stock Award or Restricted Stock Unit Award,
respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant's termination of
Service.

2.2   Construction.  Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by the context, the singular shall
include the plural and the plural shall include the singular.  Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.






	ADMINISTRATION.

3.1   Administration by the Committee.  The Plan shall be administered by the Committee.
All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final
and binding upon all persons having an interest in the Plan or an Award.

3.2   Authority of Officers.  Any Officer shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.  The Board
or Committee may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more
Awards, without further approval of the Board or the Committee, to any Employee, other than a person who, at the time of such grant, is
an Insider or a Covered Person; provided, however, that (a) such Awards shall not be granted to any one person within any
fiscal year of the Company for more than twenty-five thousand (25,000) shares in the aggregate, (b) the exercise price per
share of each such Award which is an Option shall be not less than the Fair Market Value per share of the Stock on the effective date of
grant, (c) each such Award other than an Option shall be subject to the minimum vesting provisions described in
Section 5.4(b), (d) each such Award shall be subject to the terms and conditions of the appropriate standard form of
Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (e) each such Award
shall conform to guidelines as shall be established from time to time by resolution of the Board or the Committee.

3.3   Administration with Respect to Insiders.  With respect to participation by Insiders in the Plan,
at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan
shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.4   Committee Complying with Section 162(m).  If the Company is a "publicly held
corporation" within the meaning of Section 162(m), the Board may establish a Committee







                     - 7 -








of "outside directors" within the meaning of Section 162(m) to approve the grant of any Award intended to result in the payment of
Performance-Based Compensation.

3.5   Powers of the Committee.  In addition to any other powers set forth in the Plan and
subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:



	to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or
units to be subject to each Award;


	to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;


	to determine the Fair Market Value of shares of Stock or other property;


	to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award,
(ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax
withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the
timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the
Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have
been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant's termination of Service on
any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant
thereto not inconsistent with the terms of the Plan;


	to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof;


	to approve one or more forms of Award Agreement;


	to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any
shares acquired pursuant thereto;


	to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto,
including with respect to the period following a Participant's termination of Service;


	to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or
alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws
or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be
granted Awards; and

                     - 8 -









	to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all
other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the
extent not inconsistent with the provisions of the Plan or applicable law.

3.6   Option Repricing.  Without the affirmative vote of holders of a majority of the shares of Stock
cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding
shares of Stock is present or represented by proxy, the Board or Committee shall not approve either (a) the cancellation of
outstanding Options and the grant in substitution therefor of new Options having a lower exercise price or (b) the amendment
of outstanding Options to reduce the exercise price thereof.  This paragraph shall not be construed to apply to "issuing or
assuming a stock option in a transaction to which section 424(a) applies," within the meaning of Section 424 of the
Code.

3.7   Indemnification.  In addition to such other rights of indemnification as they may have as
members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the
Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or
the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend
the same.






	SHARES SUBJECT TO PLAN.

4.1   Maximum Number of Shares Issuable.  Subject to adjustment as provided in Sections 4.2
and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Initial Plan and the Plan shall be sixteen
million nine hundred seventy-five thousand (16,975,000) and shall consist of authorized but unissued or reacquired shares of Stock or
any combination thereof.  

4.2   Share Accounting.



	Each share of Stock subject to an Option shall be counted against the limit set forth in Section 4.1 as one share.  Each share
of Stock subject to an Award other than an Option shall be counted against the limit as 1.75 shares.  Further, if shares of Stock subject to an Option are returned to the Plan pursuant to Section 4.2(b), one times the number
of shares so returned will be available under Section 4.1 of the Plan, and if shares of Stock acquired pursuant to any such Award other
than an Option are forfeited or repurchased by the Company and would






                     - 9 -









otherwise return to the Plan pursuant to Section 4.2(b), 1.75 times the number of shares of Stock so forfeited
or repurchased will return and will again become available for issuance under Section 4.1 of the Plan.



	If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in
full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company
for an amount not greater than the Participant's original purchase price, the shares of Stock allocable to the terminated portion of such
Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan.  Shares of Stock shall not
be deemed to have been issued pursuant to the Plan with respect to any portion of a Restricted Stock Unit Award that is settled in
cash.  Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan.


4.3   Adjustments for Changes in Capital Structure.  Subject
to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change
in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the
Award limits set forth in Section 5.4, and in the exercise or purchase price per share under any outstanding Award in order to
prevent dilution or enlargement of Participants' rights under the Plan.  For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as "effected without receipt of consideration by the Company."  If a majority
of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the "New Shares"),
the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares.  In the event of any
such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be
adjusted in a fair and equitable manner as determined by the Committee, in its discretion.  Any fractional share resulting from an
adjustment pursuant to this Section 4.3 shall be rounded down to the nearest whole number, and in no event may the exercise
or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award.  The
Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in
the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance
Award Formulas and Performance Periods.  The adjustments determined by the Committee pursuant to this Section 4.3 shall
be final, binding and conclusive.


The Committee may, without effecting the number of Shares reserved or available hereunder, authorize the issuance or
assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms







                     - 10 -








and conditions as it may deem appropriate, subject to compliance with Code Sections 409A and 422 and any related
guidance issued by the U.S.  Treasury Department, where applicable.






	ELIGIBILITY AND AWARD LIMITATIONS.

5.1   Persons Eligible for Awards.  Awards may be granted only to Employees, Consultants
and Directors.  A Nonemployee Director Award may be granted only to a person who, at the time of grant, is a Nonemployee
Director.

5.2   Participation.  Awards are granted solely at the discretion of the Committee.  Eligible persons
may be granted more than one Award.  However, eligibility in accordance with this Section shall not entitle any person to be granted an
Award, or, having been granted an Award, to be granted an additional Award.

5.3   Incentive Stock Option Limitations.



	Persons Eligible.  An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an
Employee.  Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a
Nonstatutory Stock Option.  


	Fair Market Value Limitation.  To the extent that Options designated as Incentive Stock Options (granted under all
stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during
any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such
Options which exceeds such amount shall be treated as Nonstatutory Stock Options.  For purposes of this Section, options designated
as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall
be determined as of the time the option with respect to such stock is granted.  If the Code is amended to provide for a limitation different
from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect
to such Options as required or permitted by such amendment to the Code.  If an Option is treated as an Incentive Stock Option in part
and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which
portion of such Option the Participant is exercising.  In the absence of such designation, the Participant shall be deemed to have
exercised the Incentive Stock Option portion of the Option first.  Upon exercise, shares issued pursuant to each such portion shall be
separately identified.

5.4   Award Limits.



	Maximum Number of Shares Issuable Pursuant to Incentive Stock Options.
Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued
under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed sixteen million nine hundred seventy-five thousand
(16,975,000) shares.  The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards
other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to
adjustment as provided in Section 4.2 and Section 4.3.

                     - 11 -









	Limit on Full Value Awards without Minimum Vesting.  Except with respect to a
maximum of five percent (5%) of the maximum aggregate number of shares of Stock that may be issued under the Plan (as of the
Effective Date this would be five percent (5%) of sixteen million nine hundred seventy-five thousand (16,975,000) shares of Stock), as
provided in Sections 4.1, 4.2, and 4.3 any Awards other than Options which vest on the basis of the Participant's continued
Service shall not provide for vesting which is any more rapid than over a three (3) year period and at least a twelve (12) month
performance period where vesting is subject to the attainment of performance goals.


	Section 162(m) Awards Limits.  The following limits shall apply to the grant of any Award if, at the time of grant, the
Company is a "publicly held corporation" within the meaning of Section 162(m).



	Options.  Subject to adjustment as provided in Section 4.3, no Employee shall be granted within any fiscal year
of the Company one or more Options which in the aggregate are for more than five hundred thousand (500,000) shares.


	Stock Awards and Restricted Stock Unit Awards.  Subject to adjustment as provided in Section 4.3, no Employee
shall be granted within any fiscal year of the Company one or more Stock Awards or Restricted Stock Unit Awards for more than five
hundred thousand (500,000) shares.


	TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as
the Committee shall from time to time establish.  Award Agreements evidencing Options may incorporate all or any of the terms of the
Plan by reference, and, except as otherwise set forth in Section 9 with respect to Nonemployee Director Options, shall comply
with and be subject to the following terms and conditions:


6.1   Exercise Price.  The exercise price for each Option shall
be established in the discretion of the Committee; provided, however, that (a) the exercise price per share of an Option shall
be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive
Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the
Fair Market Value of a share of Stock on the effective date of grant of the Option.  Notwithstanding the foregoing, an Incentive Stock
Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant
to an assumption or substitution for another option in a manner that would qualify under the provisions of Section 424(a) of the
Code.

6.2   Exercisability and Term of Options.  Options shall be exercisable at such time or
times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined
by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall
be exercisable after the expiration of seven (7) years after the effective date of grant of such Option, and (b) no Incentive
Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration







                     - 12 -








of five (5) years after the effective date of grant
of such Option.  Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted
hereunder shall terminate seven (7) years after the effective date of grant of the Option, unless earlier terminated in accordance with its
provisions.

6.3   Payment of Exercise Price.



	Forms of Consideration Authorized.  Except as otherwise provided below, payment of the exercise price for the number
of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent,
(ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair
Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the shares being acquired upon the exercise of the Option (a "Cashless Exercise"), (iv) by
such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or
(v) by any combination thereof.  The Committee may at any time or from time to time grant Options which do not permit all of
the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of
consideration.


	Limitations on Forms of Consideration.



	Tender of Stock.  Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.  Unless otherwise provided by the Committee, an Option
may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock if it would result in adverse
consequences to the Company for financial reporting purposes, as determined by the Company in its discretion.


	Cashless Exercise.  The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise,
including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be
available to other Participants.

6.4   Effect of Termination of Service.



	Option Exercisability.  Subject to earlier termination of the Option as otherwise
provided herein and unless otherwise provided by the Committee and set forth in the Award Agreement, an Option shall be exercisable
after a Participant's termination of Service only during the applicable time period determined in accordance with this Section and
thereafter shall terminate:



	Disability.  If the Participant's Service terminates because of the Disability of the Participant, any unexercisable or
unvested portion of the Option shall be immediately exercisable and vested in full on the date on which the Participant's Service







                     - 13 -










terminated and may be exercised by the Participant (or the Participant's guardian or legal representative) at any time prior to the
expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the date of
expiration of the Option's term as set forth in the Award Agreement evidencing such Option (the "Option Expiration Date").



	Death.  If the Participant's Service terminates because of the death of the Participant, any unexercisable or unvested
portion of the Option shall be immediately exercisable and vested in full on the date on which the Participant's Service terminated and
may be exercised by the Participant's legal representative or other person who acquired the right to exercise the Option by reason of
the Participant's death at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service
terminated, but in any event no later than the Option Expiration Date.  The Participant's Service shall be deemed to have terminated on
account of death if the Participant dies within three (3) months after the Participant's termination of Service.


	Other Termination of Service.  If the Participant's Service terminates for any reason, except Disability or death, the Option,
to the extent unexercised and exercisable by the Participant on the date on which the Participant's Service terminated, may be
exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant's Service
terminated, but in any event no later than the Option Expiration Date.


	Extension if Exercise Prevented by Law.  Notwithstanding the foregoing, if the exercise of an Option within the
applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 13 below, the Option shall
remain exercisable until three (3) months after the date the Participant is notified by the Company that the Option is exercisable, but in
any event no later than the Option Expiration Date.


	Extension if Participant Subject to Section 16(b).  Notwithstanding the foregoing, if a sale within the
applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the
Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of
(i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such
suit, (ii) the one hundred and ninetieth (190th) day after the Participant's termination of Service, or (iii) the Option
Expiration Date.

6.5   Transferability of Options.  During the lifetime of the Participant, an Option shall be
exercisable only by the Participant or the Participant's guardian or legal representative.  An Option shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or
the Participant's beneficiary, except transfer by will or by the laws of descent and distribution.  Notwithstanding the foregoing, to the
extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory
Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to
Form S-8 Registration Statement under the Securities Act.






                     - 14 -








	TERMS AND CONDITIONS OF STOCK AWARDS.

Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Stock Bonus or a Stock Purchase
Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish.  Award
Agreements evidencing Stock Awards may incorporate all or any of the terms of the Plan by reference, including the provisions of
Section 16 with respect to Section 409A if applicable, and shall comply with and be subject to the following terms and
conditions:



7.1   Types of Stock Awards Authorized.  Stock Awards may be in the form of either a Stock
Bonus or a Stock Purchase Right.  Stock Awards may be granted upon such conditions as the Committee shall determine, including,
without limitation, upon the attainment of one or more Performance Goals described in Section 10.2.  If either the grant of a
Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the
Committee shall follow the procedures set forth in Sections 10.1 through 10.4.

7.2   Purchase Price.  The purchase price for shares of Stock issuable under each Stock
Purchase Right shall be established by the Committee in its discretion.  No monetary payment (other than applicable tax withholding)
shall be required as a condition of receiving shares of Stock pursuant to a Stock Bonus, the consideration for which shall be services
actually rendered to a Participating Company or for its benefit.  Notwithstanding the foregoing, if required by applicable state corporate
law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit
having a value not less than the par value of the shares of Stock subject to such Stock Award.

7.3   Purchase Period.  A Stock Purchase Right shall be exercisable within a period established
by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Stock Purchase
Right.

7.4   Payment of Purchase Price.  Except as otherwise provided below, payment of the
purchase price for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (a) in
cash, by check, or in cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time
to the extent permitted by applicable law, or (iii) by any combination thereof.  The Committee may at any time or from time to
time grant Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase
price or which otherwise restrict one or more forms of consideration.

7.5   Vesting and Restrictions on Transfer.  Subject to
Section 5.4(b), shares issued pursuant to any Stock Award may be subject to Vesting Conditions based upon the satisfaction
of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as
described in Section 10.2, as shall be established by the Committee and set forth in the Award Agreement evidencing such
Award.  During any Restriction Period in which shares acquired pursuant to a Stock Award remain subject to Vesting Conditions, such
shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as






                     - 15 -








provided in Section 7.8.  Upon request by the Company, each Participant shall execute any agreement
evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any
and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends
evidencing any such transfer restrictions.

7.6   Voting Rights; Dividends and Distributions.  Except as provided in this Section,
Section 7.5 and any Award Agreement, during any Restriction Period applicable to shares subject to a Stock Award, the
Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares
and to receive all dividends and other distributions paid with respect to such shares.  However, in the event of a dividend or distribution
paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as
described in Section 4.3, any and all new, substituted or additional securities or other property (other than normal cash
dividends) to which the Participant is entitled by reason of the Participant's Stock Award shall be immediately subject to the same
Vesting Conditions as the shares subject to the Stock Award with respect to which such dividends or distributions were paid or
adjustments were made.

7.7   Effect of Termination of Service.  Unless otherwise provided by the Committee in the Award
Agreement evidencing a Stock Award, if a Participant's Service terminates for any reason, whether voluntary or involuntary, other than
because of the Participant's death or Disability, then (a) the Company shall have the option to repurchase for the purchase
price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which remain subject to Vesting
Conditions as of the date of the Participant's termination of Service and (b) the Participant shall forfeit to the Company any
shares acquired by the Participant pursuant to a Stock Bonus which remain subject to Vesting Conditions as of the date of the
Participant's termination of Service.  If a Participant's Service terminates because of the death or Disability of the Participant, the
Participant's Stock Award shall be immediately vested in full on the date on which the Participant's Service terminated.  The Company
shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company.

7.8   Nontransferability of Stock Award Rights.  Rights to acquire
shares of Stock pursuant to a Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will
or the laws of descent and distribution.  All rights with respect to a Stock Award granted to a Participant hereunder shall be
exercisable during his or her lifetime only by such Participant or the Participant's guardian or legal representative.






	TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT AWARDS.

Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units
subject to the Award, in such form as the Committee shall from time to time establish.  Award Agreements evidencing Restricted Stock
Units may incorporate all or any of the terms of the Plan by reference, including the provisions




                     - 16 -








of Section 16 with respect to Section 409A if applicable, and shall comply with and be subject to the following terms and conditions:


8.1   Grant of Restricted Stock Unit Awards.  Restricted Stock Unit Awards may be granted upon
such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals
described in Section 10.2.  If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such
Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow the procedures set forth
in Sections 10.1 through 10.4.

8.2   Purchase Price.   No monetary payment (other than applicable tax withholding, if any) shall
be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to
a Participating Company or for its benefit.  Notwithstanding the foregoing, if required by applicable state corporate law, the Participant
shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not
less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award.

8.3   Vesting.  Subject to Section 5.4(b), Restricted Stock
Units may be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or
performance criteria, including, without limitation, Performance Goals as described in Section 10.2, as shall be established by
the Committee and set forth in the Award Agreement evidencing such Award.

8.4   Voting Rights, Dividend Equivalent Rights and Distributions.
Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the
issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company).  However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit
Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock
during the period beginning on the date the Award is granted and ending, with respect to particular shares subject to the Award, on the
earlier of the date on which the Award is settled or the date on which it is terminated.  Such Dividend Equivalents, if any, shall be paid
by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock.
The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by
dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the
Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date.  Such
additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the
same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit Award.  In
the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the
capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant's
Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional
securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of






                     - 17 -








the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately
subject to the same Vesting Conditions as are applicable to the Award.


8.5   Effect of Termination of Service.  Unless otherwise provided by the Committee and set forth
in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant's Service terminates for any reason, whether
voluntary or involuntary (including the Participant's death or disability), then the Participant shall forfeit to the Company any Restricted
Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant's termination of
Service.  If a Participant's Service terminates because of the death or Disability of the Participant, the Participant's Restricted
Stock Unit Award shall be immediately vested in full on the date on which the Participant's Service terminated.  

8.6   Settlement of Restricted Stock Unit Awards.  The Company
shall issue to a Participant on the date on which Restricted Stock Units vest or on such other date determined by the Committee, in its
discretion, and set forth in the Award Agreement, one (1) share of Stock (and/or any other new, substituted or additional securities or
other property pursuant to an adjustment described in Section 8.4) for each Restricted Stock Unit then becoming vested or
otherwise to be settled on such date, subject to the withholding of applicable taxes.  If permitted by the Committee, subject to the
provisions of Section 16, and set forth in the Award Agreement, the Participant may elect in accordance with terms specified in
the Award Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant
pursuant to this Section.  Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted
Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares
of Stock or other property otherwise issuable to the Participant pursuant to this Section.

8.7   Nontransferability of Restricted Stock Unit Awards.  Prior to the settlement of a Restricted
Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's beneficiary, except transfer by will or by the
laws of descent and distribution.  All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be
exercisable during his or her lifetime only by such Participant or the Participant's guardian or legal representative.






	NONEMPLOYEE DIRECTOR AWARDS.

From time to time, the Board or the Committee shall set the amount(s) and type(s) of Nonemployee Director Awards that shall
be granted to all Nonemployee Directors on a periodic, nondiscriminatory basis pursuant to the Plan, as well as the additional
amount(s) and type(s) of Nonemployee Director Awards, if any, to be awarded, also on a periodic, nondiscriminatory basis, in
consideration of one or more of the following: (a) the initial election or appointment of an individual to the Board as a
Nonemployee Director, (b) a Nonemployee Director's service as Chairman of the Board, (c) a Nonemployee
Director's service on one or more of the committees of the Board, and (d) a Nonemployee Director's service as the chair of a
committee of the Board.  The terms and conditions of each Nonemployee Director Award shall comply with the applicable provisions of
the Plan.  In addition, the Board or the Committee shall




                     - 18 -








have the right to grant discretionary Nonemployee Director Awards having such terms and conditions as it shall from time to time determine.






	PERFORMANCE MEASURES AND PERFORMANCE GOALS.

If the grant or vesting of an Award is subject to one or more performance criteria, the Committee shall follow the procedures
set forth in this Section 10 in setting such performance criteria.


10.1   Establishment of Performance Period, Performance Goals and
Performance Award Formula.  The Committee shall establish in writing the Performance Period, Performance Award Formula and
one or more Performance Goals applicable to the grant or vesting of an Award, which, when measured at the end of the Performance
Period, shall determine on the basis of the Performance Award Formula the grant or vesting of the Award.  Unless otherwise permitted
in compliance with the requirements under Section 162(m) with respect to each Award intended to result in the payment of
Performance-Based Compensation, the Committee shall establish the Performance Goal(s) and Performance Award Formula
applicable to each Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable
Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the
outcome of the Performance Goals remains substantially uncertain.  Once established, the Performance Goals and Performance Award
Formula applicable to a Covered Employee shall not be changed during the Performance Period.  The Company shall notify each
Participant granted an Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance
Award Formula.

10.2   Measurement of Performance Goals.  Performance Goals shall
be established by the Committee on the basis of targets to be attained ("Performance Targets") with respect
to one or more measures of business or financial performance (each, a "Performance Measure"), subject to
the following:



	Performance Measures.  Performance Measures shall have the same meanings as used in the Company's
financial statements, or, if such terms are not used in the Company's financial statements, they shall have the meaning applied
pursuant to generally accepted accounting principles, or as used generally in the Company's industry.  Performance Measures shall be
calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or
such division or other business unit as may be selected by the Committee.  For purposes of the Plan, the Performance Measures
applicable to a Award shall be calculated in accordance with generally accepted accounting principles, excluding the effect (whether
positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the
Committee, occurring at the time of the establishment of the Performance Goals applicable to the Award.  Each such adjustment, if any,
shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures
in order to prevent the dilution or enlargement of the Participant's rights with respect to an Award.  Performance Measures may be one
or more of the following, as determined by the Committee:





                     - 19 -











	revenue;


	sales;


	expenses;


	operating income;


	gross margin;


	operating margin;


	earnings before any one or more of: stock-based compensation expense, interest, taxes and depreciation, and amortization;


	pre-tax profit;


	net operating income;


	net income;


	economic value added;


	free cash flow;


	operating cash flow;


	the market price of the Stock;


	earnings per share;


	return on stockholder equity;


	return on capital;


	return on assets;


	return on investment;


	balance of cash, cash equivalents and marketable securities;


	market share;


	number of customers;


	customer satisfaction;


	product development;


	completion of a joint venture or other corporate transaction;

                     - 20 -










	inventory turns; and


	days sales outstanding.


	Performance Targets.  Performance Targets may include a minimum, maximum, target level and intermediate
levels of performance, with the final grant or vesting of an Award determined under the applicable Performance Award Formula by the
level attained during the applicable Performance Period.  A Performance Target may be stated as an absolute value or as a value
determined relative to an index, budget or other standard selected by the Committee.

10.3   Adjustment of Performance-Based Compensation.  Awards that are intended to qualify as
Performance-Based Compensation may not be adjusted upward.  The Committee shall retain the discretion to adjust such Awards
downward, either on a formula or discretionary basis or any combination, as the Committee determines.

10.4   Effect of Termination of Service.  Unless otherwise provided by the Committee and set forth in the
Award Agreement evidencing an Award or as set forth in the Plan, if the Participant's Service terminates for any
reason, whether voluntary or involuntary, before the completion of the Performance Period applicable to the Award, such Award shall
be forfeited in its entirety.






	STANDARD FORMS OF AWARD AGREEMENT.

11.1   Award Agreements.  Each Award shall comply with and be subject to the terms
and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time.
Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by
reference, or such other form or forms as the Committee may approve from time to time.

11.2   Authority to Vary Terms.  The Committee shall have the authority from time to time to
vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in
connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new,
revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.






	CHANGE IN CONTROL.

12.1   Effect of Change in Control on Awards.  Subject to
provisions of Section 1616, the Committee may, in its sole discretion, provide for any one or more of the
following:



	Accelerated Vesting.  The Committee may, in its sole discretion, provide in any Award
Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide, for the acceleration of the
exercisability and vesting in connection with such Change in Control of any or all outstanding Awards and shares acquired upon the
exercise of such Awards upon such conditions, including termination of the





                     - 21 -









Participant's Service prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.



	Assumption or Substitution.  In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the
consent of any Participant, either assume or continue the Company's rights and obligations under outstanding Awards or substitute for
outstanding Awards substantially equivalent awards (as the case may be) for the Acquiror's stock.  In the event the Acquiror elects not
to assume or substitute for outstanding Awards in connection with a Change in Control, any such Awards shall vest in full as of the date
of the Change in Control, and any unexercisable or unvested portion of the outstanding Options shall be immediately exercisable.  The
vesting of any Award (or exercise of an Option) that was permissible solely by reason of this Section 12.1(b) shall be conditioned upon
the consummation of the Change in Control.  Any Awards that are neither assumed or continued by the Acquiror in connection with the
Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding
effective as of the time of consummation of the Change in Control.  The Committee will not be required to treat all Awards (or
portions thereof) similarly in the transaction.


	Cash-Out.  The Committee may, in its sole discretion and without the consent of any Participant, determine that,
upon the occurrence of a Change in Control, each Award outstanding immediately prior to the Change in Control shall be canceled in
exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee and agreed to
by the Aquiror) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business
entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value
equal to the excess of the Fair Market Value of the consideration, if any, to be paid per share of Stock in the Change in Control over the
exercise price per share under such Award (the "Spread").  In the event such determination is made by the
Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portion of
their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portion of their
canceled Awards in accordance with the vesting schedule applicable to such Awards as in effect prior to the Change in
Control.

12.2   Effect of Change in Control on Nonemployee Director Awards.  Subject to the provisions of
Section 16, in the event of a Change in Control, each Nonemployee Director Award held by a Participant whose Service has
not terminated prior to such date shall become immediately exercisable and vested in full and shall be settled effective as of the date of
the Change in Control.






	COMPLIANCE WITH SECURITIES LAW.

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all
applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or
market system upon which the Stock may then be listed.  In addition, no shares may be issued pursuant to an Award unless
(a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to




                     - 22 -








the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant
to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company's legal 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.  As a
condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.



	TAX WITHHOLDING.

14.1   Tax Withholding in General.  The Company shall have the right to deduct from any and
all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by
means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required
by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto.  The
Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an
Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group's tax withholding obligations
have been satisfied by the Participant.

14.2   Withholding in Shares.  The Company shall have the right, but
not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept
from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company,
equal to all or any part of the tax withholding obligations of the Participating Company Group.  The Fair Market Value of any shares of
Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable
minimum statutory withholding rates.






	AMENDMENT OR TERMINATION OF PLAN.

The Committee may amend, suspend or terminate the Plan at any time.  However, without the approval of the Company's
stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under
the Plan (except by operation of the provisions of Section 4.3), (b) no change in the class of persons eligible to
receive Incentive Stock Options, (c) no amendment of Section 6.1 which would allow the grant of an Option with an exercise price per
share that is less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (d) no other
amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule,
including the rules of any stock exchange or market system upon which the Stock may then be listed.  No amendment, suspension or
termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee.  Except as provided by the
next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the
consent of the Participant.  Notwithstanding any other provision of the Plan to




                     - 23 -








the contrary, the Committee may, in its sole and absolute
discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise,
as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law,
regulation or rule applicable to the Plan, including, but not limited to, Section 409A.



	COMPLIANCE WITH SECTION 409A.

16.1   Awards Subject to Section 409A.  The provisions of this Section 16 shall apply
to any Award or portion thereof that is or becomes subject to Section 409A, notwithstanding any provision to the contrary contained in
the Plan or the Award Agreement applicable to such Award.  Awards subject to Section 409A include, without limitation:



	Any Nonstatutory Stock Option that permits the deferral of compensation other than the deferral of recognition of income until the
exercise of the Award.


	Any Restricted Stock Unit Award that either (i) provides by its terms for settlement of all or any portion of the Award on
one or more dates following the Short-Term Deferral Period (as defined below) or (ii) permits or requires the Participant to
elect one or more dates on which the Award will be settled.

Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the term
"Short-Term Deferral Period" means the period ending on the later of (i) the date that is two and one-half months
from the end of the Company's fiscal year in which the applicable portion of the Award is no longer subject to a substantial risk of
forfeiture or (ii) the date that is two and one-half months from the end of the Participant's taxable year in which the applicable
portion of the Award is no longer subject to a substantial risk of forfeiture.  For this purpose, the term "substantial risk of
forfeiture" shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or
other applicable guidance.

16.2   Deferral and/or Distribution Elections.  Except as otherwise
permitted or required by Section 409A or any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other
applicable guidance, the following rules shall apply to any deferral and/or distribution elections (each, an
"Election") that may be permitted or required by the Committee pursuant to an Award subject to Section
409A:



	All Elections must be in writing and specify the amount of the distribution in settlement of an Award being deferred, as well as the
time and form of distribution as permitted by this Plan.


	All Elections shall be made by the end of the Participant's taxable year prior to the year in which services commence for which an
Award may be granted to such Participant; provided, however, that if the Award qualifies as "performance-based
compensation" for purposes of Section 409A and is based on services performed over a period of at least twelve (12) months,
then the Election may be made no later than six (6) months prior to the end of such period.

                     - 24 -









	Elections shall continue in effect until a written election to revoke or change such Election is received by the Company, except that
a written election to revoke or change such Election must be made prior to the last day for making an Election determined in
accordance with paragraph (b) above or as permitted by Section 16.3.

16.3   Subsequent Elections.  Any Award subject to Section 409A
which permits a subsequent Election to delay the distribution or change the form of distribution in settlement of such Award shall
comply with the following requirements:



	No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is
made;


	Each subsequent Election related to a distribution in settlement of an Award not described in
Section 16.4(b), 16.4(c), or 16.4(f) must result in a delay of the distribution for a period of not less than five (5) years from the
date such distribution would otherwise have been made; and


	No subsequent Election related to a distribution pursuant to Section 16.4(d) shall be made less than twelve (12) months
prior to the date of the first scheduled payment under such distribution.

16.4   Distributions Pursuant to Deferral Elections.  No distribution in
settlement of an Award subject to Section 409A may commence earlier than:



	Separation from service (as determined by the Secretary of the United States Treasury);


	The date the Participant becomes Disabled (as defined below);


	Death;


	A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee
upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in
an Election complying with the requirements of Section 16.2 and/or 16.3, as applicable;


	To the extent provided by the Secretary of the U.S. Treasury, a change in the ownership or effective control or the Company or in
the ownership of a substantial portion of the assets of the Company; or


	The occurrence of an Unforeseeable Emergency (as defined below).

Notwithstanding anything else herein to the contrary, to the extent that a Participant is a "Specified Employee" (as
defined in Section 409A(a)(2)(B)(i)) of the Company, no distribution pursuant to Section 16.4(a) in settlement of an Award
subject to Section 409A may be made before the date which is six (6) months after such Participant's date of separation from service,
or, if earlier, the date of the Participant's death.





                     - 25 -







16.5   Unforeseeable Emergency.  The Committee shall have the authority to provide in any Award
subject to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant establishes, to the
satisfaction of the Committee, the occurrence of an Unforeseeable Emergency.  In such event, the amount(s) distributed with respect to
such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's
assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).  All distributions with respect to an
Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee's determination that an
Unforeseeable Emergency has occurred.

The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee.  The Committee's decision
with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution in settlement of an
Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

16.6   Disabled.  The Committee shall have the authority to provide in any Award subject to Section
409A for distribution in settlement of such Award in the event that the Participant becomes Disabled.  A Participant shall be considered
"Disabled" if either:



	the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12)
months, or


	the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan covering employees of the Participant's
employer.

All distributions payable by reason of a Participant becoming Disabled shall be paid in a lump sum or in periodic installments as
established by the Participant's Election, commencing as soon as practicable following the date the Participant becomes Disabled.  If
the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump
sum as soon as practicable following the date the Participant becomes Disabled.

16.7   Death.  If a Participant dies before complete distribution of amounts payable upon settlement
of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution
method for death established by the Participant's Election as soon as administratively possible following receipt by the Committee of
satisfactory notice and confirmation of the Participant's death.  If the Participant has made no Election with respect to distributions upon
death, all such distributions shall be paid in a lump sum as soon as practicable following the date of the Participant's death.






                     - 26 -







16.8   No Acceleration of Distributions.  Notwithstanding anything to the contrary herein, this Plan
does not permit the acceleration of the time or schedule of any distribution under this Plan pursuant to any Award subject to Section
409A, except as provided by Section 409A and/or the Secretary of the U.S. Treasury.






	MISCELLANEOUS PROVISIONS.

17.1   Repurchase Rights.  Shares issued under the Plan may be subject to one or
more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is
granted.  The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company.  Upon request by the Company, each Participant shall
execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly
present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates
of appropriate legends evidencing any such transfer restrictions.

17.2   Provision of Information.  Each Participant shall be given access to information concerning
the Company equivalent to that information generally made available to the Company's common stockholders.

17.3   Rights as Employee, Consultant or Director.  No person, even though eligible pursuant to
Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant.
Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or
Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant's Service at any time.  To
the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in
no event be understood or interpreted to mean that the Company is the Employee's employer or that the Employee has an employment
relationship with the Company.

17.4   Leave of Absence. Unless the Committee provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence.  For purposes of Incentive Stock Options, no such leave may exceed
three (3) months, 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, then six (6) months following the first
(1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock
Option and will be treated for tax purposes as a Nonstatutory Stock Option.

17.5   Rights as a Stockholder.  A Participant shall have no rights as a stockholder with respect to any shares covered by an
Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company).  No adjustment shall be made for dividends, distributions or other rights for which the record
date is prior to the date such shares are issued, except as provided in Section 4.3 or another provision of the Plan.






                     - 27 -







17.6   Fractional Shares.  The Company shall not be required to issue fractional shares upon the
exercise or settlement of any Award.

17.7   Severability.  If any one or more of the provisions (or any part thereof) of this Plan shall be
held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and
the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or
impaired thereby.

17.8   Beneficiary Designation.  Subject to local laws and procedures, each Participant may file
with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled
in the event of such Participant's death before he or she receives any or all of such benefit.  Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime.  If a married Participant designates a beneficiary other than the
Participant's spouse, the effectiveness of such designation may be subject to the consent of the Participant's spouse.  If a Participant
dies without an effective designation of a beneficiary who is living at the time of the Participant's death, the Company will pay any
remaining unpaid benefits to the Participant's legal representative.

17.9   Unfunded Obligation.  Participants shall have the status of general unsecured creditors of
the Company.  Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income Security Act of 1974.  No Participating Company shall
be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to
such obligations.  The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the
Company may make to fulfill its payment obligations hereunder.  Any investments or the creation or maintenance of any trust or any
Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company
and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant's creditors in any assets of
any Participating Company.  The Participants shall have no claim against any Participating Company for any changes in the value of
any assets which may be invested or reinvested by the Company with respect to the Plan.

17.10   Choice of Law.  Except to the extent governed by applicable federal law, the validity,
interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of
California, without regard to its conflict of law rules.

17.11   Continuation of Initial Plan as to Outstanding Options.   Any other provision of the Plan to the
contrary notwithstanding, the Initial Plan shall remain in effect and apply to all Options granted under the Initial Plan.





                     - 28 -






TABLE OF CONTENTS


	
 	
 	
 	
 	
Page
	
1.	
 	
Establishment, Purpose and Term of Plan	
            1 
	
 	
 	
                 1.1 	
Establishment	
            1 
	
 	
 	
                 1.2 	
Purpose	
            1 
	
 	
 	
                 1.3 	
Term of Plan	
            1 
	
 	
 	
 	
 	
 
	
2.	
 	
Definitions and Construction	
            1 
	
 	
 	
                 2.1 	
Definitions	
            1 
	
 	
 	
                 2.2 	
Construction	
            7 
	
 	
 	
 	
 	
 
	
3.	
 	
Administration	
                        7 
	
 	
 	
                 3.1 	
Administration by the Committee	
            7 
	
 	
 	
                 3.2 	
Authority of Officers	
            7 
	
 	
 	
                 3.3 	
Administration with Respect to Insiders	
            7 
	
 	
 	
                 3.4 	
Committee Complying with Section 162(m)	
            7 
	
 	
 	
                 3.5 	
Powers of the Committee	
            8 
	
 	
 	
                 3.6 	
Option Repricing	
            9 
	
 	
 	
                 3.7 	
Indemnification	
            9 
	
 	
 	
 	
 	
 
	
4.	
 	
Shares Subject to Plan	
                        9 
	
 	
 	
                 4.1 	
Maximum Number of Shares Issuable	
            9 
	
 	
 	
                 4.2 	
Share Accounting	
            9 
	
 	
 	
                 4.3 	
Adjustments for Changes in Capital Structure	
          10 
	
 	
 	
 	
 	
 
	
5.	
 	
Eligibility and Award Limitations	
                      11 
	
 	
 	
                 5.1 	
Persons Eligible for Awards	
          11 
	
 	
 	
                 5.2 	
Participation	
          11 
	
 	
 	
                 5.3 	
Incentive Stock Option Limitations	
          11 
	
 	
 	
                 5.4 	
Award Limits	
          11 
	
 	
 	
 	
 	
 
	
6.	
 	
Terms and Conditions of Options	
                      12 
	
 	
 	
                 6.1 	
Exercise Price	
          12 
	
 	
 	
                 6.2 	
Exercisability and Term of Options	
          12 
	
 	
 	
                 6.3 	
Payment of Exercise Price	
          13 
	
 	
 	
                 6.4 	
Effect of Termination of Service	
          13 
	
 	
 	
                 6.5 	
Transferability of Options	
          14 
	
 	
 	
 	
 	
 
	
7.	
 	
Terms and Conditions of Stock Awards	
                      15 
	
 	
 	
                 7.1 	
Types of Stock Awards Authorized	
          15 
	
 	
 	
                 7.2 	
Purchase Price	
          15 
	
 	
 	
                 7.3 	
Purchase Period	
          15 
	
 	
 	
                 7.4 	
Payment of Purchase Price	
          15 




                     -i-






TABLE OF CONTENTS
(continued)


	
 	
 	
 	
 	
Page
	
 	
 	
                 7.5 	
Vesting and Restrictions on Transfer	
          15 
	
 	
 	
                 7.6 	
Voting Rights; Dividends and Distributions	
          16 
	
 	
 	
                 7.7 	
Effect of Termination of Service	
          16 
	
 	
 	
                 7.8 	
Nontransferability of Stock Award Rights	
          16 
	
 	
 	
 	
 	
 
	
8.	
 	
Terms and Conditions of Restricted Stock Unit Awards	
                      16 
	
 	
 	
                 8.1 	
Grant of Restricted Stock Unit Awards	
          17 
	
 	
 	
                 8.2 	
Purchase Price	
          17 
	
 	
 	
                 8.3 	
Vesting	
          17 
	
 	
 	
                 8.4 	
Voting Rights, Dividend Equivalent Rights and Distributions	
          17 
	
 	
 	
                 8.5 	
Effect of Termination of Service	
          18 
	
 	
 	
                 8.6 	
Settlement of Restricted Stock Unit Awards	
          18 
	
 	
 	
                 8.7 	
Nontransferability of Restricted Stock Unit Awards	
          18 
	
 	
 	
 	
 	
 
	
9.	
 	
Nonemployee Director Awards	
                      18 
	
 	
 	
 	
 	
 
	
10.	
 	
Performance Measures and Performance Goals	
                      18 
	
 	
 	
               10.1 	
Establishment of Performance Period, Performance Goals and Performance Award Formula	
          19 
	
 	
 	
               10.2 	
Measurement of Performance Goals	
          19 
	
 	
 	
               10.3 	
Adjustment of Performance-Based Compensation	
          21 
	
 	
 	
               10.4 	
Effect of Termination of Service	
          21 
	
 	
 	
 	
 	
 
	
11.	
 	
Standard Forms of Award Agreement	
                      21 
	
 	
 	
               11.1 	
Award Agreements	
          21 
	
 	
 	
               11.2 	
Authority to Vary Terms	
          21 
	
 	
 	
 	
 	
 
	
12.	
 	
Change in Control	
                      21 
	
 	
 	
               12.1 	
Effect of Change in Control on Awards	
          21 
	
 	
 	
               12.2 	
Effect of Change in Control on Nonemployee Director Awards	
          22 
	
 	
 	
 	
 	
 
	
13.	
 	
Compliance with Securities Law	
                      22 
	
 	
 	
 	
 	
 
	
14.	
 	
Tax Withholding	
                      23 
	
 	
 	
               14.1 	
Tax Withholding in General	
          23 
	
 	
 	
               14.2 	
Withholding in Shares	
          23 
	
 	
 	
 	
 	
 
	
15.	
 	
Amendment or Termination of Plan	
                      23 
	
 	
 	
 	
 	
 
	
16.	
 	
Compliance with Section 409A	
                      24 
	
 	
 	
               16.1 	
Awards Subject to Section 409A	
          24 
	
 	
 	
               16.2 	
Deferral and/or Distribution Elections	
          24 




                     -ii-






TABLE OF CONTENTS
(continued)


	
 	
 	
 	
 	
Page
	
 	
 	
               16.3 	
Subsequent Elections	
          25 
	
 	
 	
               16.4 	
Distributions Pursuant to Deferral Elections	
          25 
	
 	
 	
               16.5 	
Unforeseeable Emergency	
          26 
	
 	
 	
               16.6 	
Disabled	
          26 
	
 	
 	
               16.7 	
Death	
          26 
	
 	
 	
               16.8 	
No Acceleration of Distributions	
          27 
	
 	
 	
 	
 	
 
	
17.	
 	
Miscellaneous Provisions	
                      27 
	
 	
 	
               17.1 	
Repurchase Rights	
          27 
	
 	
 	
               17.2 	
Provision of Information	
          27 
	
 	
 	
               17.3 	
Rights as Employee, Consultant or Director	
          27 
	
 	
 	
               17.4 	
Leave of Absence	
          27 
	
 	
 	
               17.5 	
Rights as a Stockholder	
          27 
	
 	
 	
               17.6 	
Fractional Shares	
          28 
	
 	
 	
               17.7 	
Severability	
          28 
	
 	
 	
               17.8 	
Beneficiary Designation	
          28 
	
 	
 	
               17.9 	
Unfunded Obligation	
          28 
	
 	
 	
             17.10 	
Choice of Law	
          28 
	
 	
 	
             17.11 	
Continuation of Initial Plan as to Outstanding Options	
          28