Exhibit 10.2

SIEBEL SYSTEMS, INC.AMENDED AND RESTATED

1998 EQUITY INCENTIVE PLANAdopted October 28,
1998Amended April 19, 1999Amended December 8, 2000Amended April 17,
2001Amended and Restated October 18, 2001Amended November 15,
2002Amended May 5, 2004



1. Purposes.
  The purpose of the Plan is to provide a means by which selected
    Employees of and Consultants to the Company, and its Affiliates, may be
    given an opportunity to benefit from increases in value of the stock of the
    Company through the granting of (i) Nonstatutory Stock Options, (ii) stock
    bonuses, and (iii) rights to purchase restricted stock, all as defined
below.The Company, by means of the Plan, seeks to retain the services of
    persons (other than Directors and Employees serving as Officers of the
    Company or its Affiliates) who are now Employees of or Consultants to the
    Company or its Affiliates, to secure and retain the services of new
    Employees and Consultants, and to provide incentives for such persons to
    exert maximum efforts for the success of the Company and its Affiliates.The Company intends that the Stock Awards issued under the Plan
    shall, in the discretion of the Board or any Committee to which
    responsibility for administration of the Plan has been delegated pursuant to
    subsection 3(c), be either (i) Nonstatutory Stock Options granted pursuant
    to Section 6 hereof, or (ii) stock bonuses or rights to purchase restricted
    stock granted pursuant to Section 7 hereof.
2. The purpose of the Plan is to provide a means by which selected
    Employees of and Consultants to the Company, and its Affiliates, may be
    given an opportunity to benefit from increases in value of the stock of the
    Company through the granting of (i) Nonstatutory Stock Options, (ii) stock
    bonuses, and (iii) rights to purchase restricted stock, all as defined
below.
3. The Company, by means of the Plan, seeks to retain the services of
    persons (other than Directors and Employees serving as Officers of the
    Company or its Affiliates) who are now Employees of or Consultants to the
    Company or its Affiliates, to secure and retain the services of new
    Employees and Consultants, and to provide incentives for such persons to
    exert maximum efforts for the success of the Company and its Affiliates.
4. The Company intends that the Stock Awards issued under the Plan
    shall, in the discretion of the Board or any Committee to which
    responsibility for administration of the Plan has been delegated pursuant to
    subsection 3(c), be either (i) Nonstatutory Stock Options granted pursuant
    to Section 6 hereof, or (ii) stock bonuses or rights to purchase restricted
    stock granted pursuant to Section 7 hereof.
5. Definitions.
  "Affiliate" means any parent corporation or subsidiary
    corporation, whether now or hereafter existing, as those terms are defined
    in Rule 405 of Regulation C promulgated under the federal Securities Act of
    1933."Board" means the Board of Directors of the Company."Code" means the Internal Revenue Code of 1986, as
    amended."Committee" means a Committee appointed by the Board
    in accordance with subsection 3(c) of the Plan."Company" means Siebel Systems, Inc., a Delaware
    corporation."Consultant" means any person, including an advisor,
    engaged by the Company or an Affiliate of the Company to render consulting
    services and who is compensated for such services, provided that the term
    "Consultant" shall not include those persons who render services as a
    Director."Continuous Status as an Employee or Consultant" means
    that the service of an individual to the Company, whether as an Employee or
    Consultant, is not interrupted or terminated. The Board, in its sole
    discretion, may determine whether Continuous Status as an Employee or
    Consultant shall be considered interrupted in the case of: (i) any leave of
    absence approved by the Board, including sick leave, military leave, or any
    other personal leave; or (ii) transfers between locations of the Company or
    between the Company, Affiliates or their successors."Director" means a member of the Board."Disability" means permanent and total disability as
    defined in Section 22(e)(3) of the Code."Employee" means any person employed by the Company or
    any Affiliate of the Company. Neither service as a Director nor payment of a
    director's fee by the Company shall be sufficient to constitute "employment"
    by the Company."Exchange Act" means the Securities Exchange Act of
    1934, as amended."Fair Market Value" means, as of any date, the value
    of the common stock of the Company, determined as follows:
    
    If the common stock is listed on any established stock exchange or
      traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the
      Fair Market Value of a share of common stock shall be the closing sales
      price for such stock (or the closing bid, if no sales were reported) as
      quoted on such exchange or market (or the exchange or market with the
      greatest volume of trading in the Company's common stock) on the last
      market trading day prior to the day of determination, as reported in The
      Wall Street Journal or such other source as the Board deems reliable.
      
      In the absence of such markets for the common stock, the Fair
      Market Value shall be determined in good faith by the Board."Nonstatutory Stock Option" means an Option not
    intended to qualify as an incentive stock option pursuant to Section 422 of
    the Code and the regulations promulgated thereunder."Officer" means a person who is an officer of the
    Company within the meaning of Rule 4460(i)(1)(A) of the Rules of the
    National Association of Securities Dealers, Inc."Option" means a stock option granted pursuant to the
    Plan."Option Agreement" means a written agreement between
    the Company and an Optionee evidencing the terms and conditions of an
    individual Option grant. Each Option Agreement shall be subject to the terms
    and conditions of the Plan."Optionee" means an Employee or Consultant who holds
    an outstanding Option."Plan" means this 1998 Equity Incentive Plan."Stock Award" means any right granted under the Plan,
    including any Option, any stock bonus and any right to purchase restricted
    stock."Stock Award Agreement" means a written agreement
    between the Company and a holder of a Stock Award evidencing the terms and
    conditions of an individual Stock Award grant. Each Stock Award Agreement
    shall be subject to the terms and conditions of the Plan.
6. "Affiliate" means any parent corporation or subsidiary
    corporation, whether now or hereafter existing, as those terms are defined
    in Rule 405 of Regulation C promulgated under the federal Securities Act of
    1933.
7. "Board" means the Board of Directors of the Company.
8. "Code" means the Internal Revenue Code of 1986, as
    amended.
9. "Committee" means a Committee appointed by the Board
    in accordance with subsection 3(c) of the Plan.
10. "Company" means Siebel Systems, Inc., a Delaware
    corporation.
11. "Consultant" means any person, including an advisor,
    engaged by the Company or an Affiliate of the Company to render consulting
    services and who is compensated for such services, provided that the term
    "Consultant" shall not include those persons who render services as a
    Director.
12. "Continuous Status as an Employee or Consultant" means
    that the service of an individual to the Company, whether as an Employee or
    Consultant, is not interrupted or terminated. The Board, in its sole
    discretion, may determine whether Continuous Status as an Employee or
    Consultant shall be considered interrupted in the case of: (i) any leave of
    absence approved by the Board, including sick leave, military leave, or any
    other personal leave; or (ii) transfers between locations of the Company or
    between the Company, Affiliates or their successors.
13. "Director" means a member of the Board.
14. "Disability" means permanent and total disability as
    defined in Section 22(e)(3) of the Code.
15. "Employee" means any person employed by the Company or
    any Affiliate of the Company. Neither service as a Director nor payment of a
    director's fee by the Company shall be sufficient to constitute "employment"
    by the Company.
16. "Exchange Act" means the Securities Exchange Act of
    1934, as amended.
17. "Fair Market Value" means, as of any date, the value
    of the common stock of the Company, determined as follows:
    
    If the common stock is listed on any established stock exchange or
      traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the
      Fair Market Value of a share of common stock shall be the closing sales
      price for such stock (or the closing bid, if no sales were reported) as
      quoted on such exchange or market (or the exchange or market with the
      greatest volume of trading in the Company's common stock) on the last
      market trading day prior to the day of determination, as reported in The
      Wall Street Journal or such other source as the Board deems reliable.
      
      In the absence of such markets for the common stock, the Fair
      Market Value shall be determined in good faith by the Board.
18. 
19. In the absence of such markets for the common stock, the Fair
      Market Value shall be determined in good faith by the Board.
20. "Nonstatutory Stock Option" means an Option not
    intended to qualify as an incentive stock option pursuant to Section 422 of
    the Code and the regulations promulgated thereunder.
21. "Officer" means a person who is an officer of the
    Company within the meaning of Rule 4460(i)(1)(A) of the Rules of the
    National Association of Securities Dealers, Inc.
22. "Option" means a stock option granted pursuant to the
    Plan.
23. "Option Agreement" means a written agreement between
    the Company and an Optionee evidencing the terms and conditions of an
    individual Option grant. Each Option Agreement shall be subject to the terms
    and conditions of the Plan.
24. "Optionee" means an Employee or Consultant who holds
    an outstanding Option.
25. "Plan" means this 1998 Equity Incentive Plan.
26. "Stock Award" means any right granted under the Plan,
    including any Option, any stock bonus and any right to purchase restricted
    stock.
27. "Stock Award Agreement" means a written agreement
    between the Company and a holder of a Stock Award evidencing the terms and
    conditions of an individual Stock Award grant. Each Stock Award Agreement
    shall be subject to the terms and conditions of the Plan.
28. Administration.
  
  The Plan shall be administered by the Board unless and until the
    Board delegates administration to a Committee, as provided in subsection
    3(c).The Board shall have the power, subject to, and within the
    limitations of, the express provisions of the Plan:
    
    To determine from time to time which of the persons eligible under
      the Plan shall be granted Stock Awards; when and how each Stock Award
      shall be granted; whether a Stock Award will be a Nonstatutory Stock
      Option, a stock bonus, a right to purchase restricted stock, or a
      combination of the foregoing; the provisions of each Stock Award granted
      (which need not be identical), including the time or times when a person
      shall be permitted to receive stock pursuant to a Stock Award; and the
      number of shares with respect to which a Stock Award shall be granted to
      each such person.
      
      To construe and interpret the Plan and Stock Awards granted under
      it, and to establish, amend and revoke rules and regulations for its
      administration. The Board, in the exercise of this power, may correct any
      defect, omission or inconsistency in the Plan or in any Stock Award
      Agreement, in a manner and to the extent it shall deem necessary or
      expedient to make the Plan fully effective.To amend the Plan or a Stock Award as provided in Section 11.To effect, at any time and from time to time, with the consent of
      any adversely affected Optionee, (1) the reduction of the exercise price
      of any outstanding Option under the Plan to the then Fair Market Value
      and/or (2) the cancellation of any outstanding Option under the Plan and
      the grant in substitution therefore of (A) a new Option under the Plan
      covering the same or a different number of shares of Common Stock, (B) a
      stock bonus, (C) the right to acquire restricted stock, (D) cash and/or
      (E) other valuable consideration (as determined by the Board, in its sole
      discretion).Generally, to exercise such powers and to perform such acts as the
      Board deems necessary or expedient to promote the best interests of the
      Company which are not in conflict with the provisions of the Plan.The Board may delegate administration of the Plan to a committee
    composed of one or more members of the Board (the "Committee"). If
    administration is delegated to a Committee, the Committee shall have, in
    connection with the administration of the Plan, the powers theretofore
    possessed by the Board (and references in this Plan to the Board shall
    thereafter be to the Committee), subject, however, to such resolutions, not
    inconsistent with the provisions of the Plan, as may be adopted from time to
    time by the Board. The Board may abolish the Committee at any time and
    revest in the Board the administration of the Plan.
29. The Plan shall be administered by the Board unless and until the
    Board delegates administration to a Committee, as provided in subsection
    3(c).
30. The Board shall have the power, subject to, and within the
    limitations of, the express provisions of the Plan:
    
    To determine from time to time which of the persons eligible under
      the Plan shall be granted Stock Awards; when and how each Stock Award
      shall be granted; whether a Stock Award will be a Nonstatutory Stock
      Option, a stock bonus, a right to purchase restricted stock, or a
      combination of the foregoing; the provisions of each Stock Award granted
      (which need not be identical), including the time or times when a person
      shall be permitted to receive stock pursuant to a Stock Award; and the
      number of shares with respect to which a Stock Award shall be granted to
      each such person.
      
      To construe and interpret the Plan and Stock Awards granted under
      it, and to establish, amend and revoke rules and regulations for its
      administration. The Board, in the exercise of this power, may correct any
      defect, omission or inconsistency in the Plan or in any Stock Award
      Agreement, in a manner and to the extent it shall deem necessary or
      expedient to make the Plan fully effective.To amend the Plan or a Stock Award as provided in Section 11.To effect, at any time and from time to time, with the consent of
      any adversely affected Optionee, (1) the reduction of the exercise price
      of any outstanding Option under the Plan to the then Fair Market Value
      and/or (2) the cancellation of any outstanding Option under the Plan and
      the grant in substitution therefore of (A) a new Option under the Plan
      covering the same or a different number of shares of Common Stock, (B) a
      stock bonus, (C) the right to acquire restricted stock, (D) cash and/or
      (E) other valuable consideration (as determined by the Board, in its sole
      discretion).Generally, to exercise such powers and to perform such acts as the
      Board deems necessary or expedient to promote the best interests of the
      Company which are not in conflict with the provisions of the Plan.
31. 
32. To construe and interpret the Plan and Stock Awards granted under
      it, and to establish, amend and revoke rules and regulations for its
      administration. The Board, in the exercise of this power, may correct any
      defect, omission or inconsistency in the Plan or in any Stock Award
      Agreement, in a manner and to the extent it shall deem necessary or
      expedient to make the Plan fully effective.
33. To amend the Plan or a Stock Award as provided in Section 11.
34. To effect, at any time and from time to time, with the consent of
      any adversely affected Optionee, (1) the reduction of the exercise price
      of any outstanding Option under the Plan to the then Fair Market Value
      and/or (2) the cancellation of any outstanding Option under the Plan and
      the grant in substitution therefore of (A) a new Option under the Plan
      covering the same or a different number of shares of Common Stock, (B) a
      stock bonus, (C) the right to acquire restricted stock, (D) cash and/or
      (E) other valuable consideration (as determined by the Board, in its sole
      discretion).
35. Generally, to exercise such powers and to perform such acts as the
      Board deems necessary or expedient to promote the best interests of the
      Company which are not in conflict with the provisions of the Plan.
36. The Board may delegate administration of the Plan to a committee
    composed of one or more members of the Board (the "Committee"). If
    administration is delegated to a Committee, the Committee shall have, in
    connection with the administration of the Plan, the powers theretofore
    possessed by the Board (and references in this Plan to the Board shall
    thereafter be to the Committee), subject, however, to such resolutions, not
    inconsistent with the provisions of the Plan, as may be adopted from time to
    time by the Board. The Board may abolish the Committee at any time and
    revest in the Board the administration of the Plan.
37. Shares Subject to the Plan.
  
  Subject to the provisions of Section 11 relating to adjustments upon
    changes in stock, the number of shares of stock that may be issued pursuant
    to Stock Awards shall not exceed in the aggregate two hundred forty million
    (240,000,000) shares of the Company's common stock. If any Stock Award shall
    for any reason expire or otherwise terminate, in whole or in part, without
    having been exercised in full, the stock not acquired under such Stock Award
    shall revert to and again become available for issuance under the Plan.
    
    The stock subject to the Plan may be unissued shares or reacquired
    shares, bought on the market or otherwise.
38. 
39. The stock subject to the Plan may be unissued shares or reacquired
    shares, bought on the market or otherwise.
40. Eligibility.
  
  Stock Awards may be granted only to Employees or Consultants
  who are not (i) Officers (other than vice presidents of the Company), (ii)
  Directors, or (iii) then subject to Section 16 of the Exchange Act. Provided
  however, that the aggregate number of shares made subject to Stock Awards
  granted to eligible Officers cannot exceed the number necessary to preserve
  the treatment of the Plan as a "broadly based" plan within the meaning of Rule
  4460(i)(1)(A) of the Rules of the National Association of Securities Dealers,
  Inc.
41. Option Provisions.
  
  Each Option shall be in such form and shall contain such
  terms and conditions as the Board shall deem appropriate. The provisions of
  separate Options need not be identical, but each Option shall include (through
  incorporation of provisions hereof by reference in the Option or otherwise)
  the substance of each of the following provisions:
  Term. No Option shall be exercisable after the expiration of ten
    (10) years from the date it was granted.Price. The exercise price of each Nonstatutory Stock Option shall
    be not less than eighty-five percent (85%) of the Fair Market Value of the
    stock subject to the Option on the date the Option is granted.Consideration. The purchase price of stock acquired pursuant to
    an Option shall be paid, to the extent permitted by applicable statutes and
    regulations, either (i) in cash at the time the Option is exercised, or (ii)
    at the discretion of the Board or the Committee, at the time of the grant of
    the Option, (A) by delivery to the Company of other common stock of the
    Company, (B) according to a deferred payment arrangement, except that
    payment of the common stock's "par value" (as defined in the Delaware
    General Corporation Law) shall not be made by deferred payment or other
    arrangement (which may include, without limiting the generality of the
    foregoing, the use of other common stock of the Company) with the person to
    whom the Option is granted or to whom the Option is transferred pursuant to
    subsection 6(d), or (C) in any other form of legal consideration that may be
    acceptable to the Board.
    
    In the case of any deferred payment arrangement, interest
    shall be payable at least annually and shall be charged at the minimum rate
    of interest necessary to avoid the treatment as interest, under any
    applicable provisions of the Code, of any amounts other than amounts stated
    to be interest under the deferred payment arrangement.Transferability. An Option shall not be transferable except by
    will or by the laws of descent and distribution (and shall be exercisable
    during the lifetime of the person to whom the Option is granted only by such
    person) unless the applicable Option Agreement expressly provides for other
    transferability. Notwithstanding the foregoing, the person to whom the
    Option is granted may, by delivering written notice to the Company, in a
    form satisfactory to the Company, designate a third party who, in the event
    of the death of the Optionee, shall thereafter be entitled to exercise the
    Option.Vesting. The total number of shares of stock subject to an Option
    may, but need not, be allotted in periodic installments (which may, but need
    not, be equal). The Option Agreement may provide that from time to time
    during each of such installment periods, the Option may become exercisable
    ("vest") with respect to some or all of the shares allotted to that period,
    and may be exercised with respect to some or all of the shares allotted to
    such period and/or any prior period as to which the Option became vested but
    was not fully exercised. The Option may be subject to such other terms and
    conditions on the time or times when it may be exercised (which may be based
    on performance or other criteria) as the Board may deem appropriate. The
    vesting provisions of individual Options may vary. The provisions of this
    subsection 6(e) are subject to any Option provisions governing the minimum
    number of shares as to which an Option may be exercised.Termination of Employment or Consulting Relationship. In the
    event an Optionee's Continuous Status as an Employee or Consultant
    terminates (other than upon the Optionee's death or disability), the
    Optionee may exercise his or her Option (to the extent that the Optionee was
    entitled to exercise it as of the date of termination, unless the Option
    Agreement expressly provides that the Option may become exercisable for
    additional shares after the date of termination) but only within such period
    of time ending on the earlier of (i) the date three (3) months following the
    termination of the Optionee's Continuous Status as an Employee or Consultant
    (or such longer or shorter period specified in the Option Agreement), or
    (ii) the expiration of the term of the Option as set forth in the Option
    Agreement. If, after termination, the Optionee does not exercise his or her
    Option within the time specified in the Option Agreement, the Option shall
    terminate, and the shares covered by such Option shall revert to and again
    become available for issuance under the Plan.
    
    An Optionee's Option Agreement may also provide that if the
    exercise of the Option following the termination of the Optionee's
    Continuous Status as an Employee or Consultant (other than upon the
    Optionee's death or disability) would result in liability under Section
    16(b) of the Exchange Act, then the Option shall terminate on the earlier of
    (i) the expiration of the term of the Option set forth in the Option
    Agreement, or (ii) the tenth (10th) day after the last date on which such
    exercise would result in such liability under Section 16(b) of the Exchange
    Act. Finally, an Optionee's Option Agreement may also provide that if the
    exercise of the Option following the termination of the Optionee's
    Continuous Status as an Employee or Consultant (other than upon the
    Optionee's death or disability) would be prohibited at any time solely
    because the issuance of shares would violate the registration requirements
    under the Act, then the Option shall terminate on the earlier of (i) the
    expiration of the term of the Option set forth in the first paragraph of
    this subsection 6(f), or (ii) the expiration of a period of three (3) months
    after the termination of the Optionee's Continuous Status as an Employee or
    Consultant during which the exercise of the Option would not be in violation
    of such registration requirements.Disability of Optionee. In the event an Optionee's Continuous
    Status as an Employee or Consultant terminates as a result of the Optionee's
    Disability, the Optionee may exercise his or her Option (to the extent that
    the Optionee was entitled to exercise it as of the date of termination,
    unless the Option Agreement expressly provides that the Option may become
    exercisable for additional shares after the date of termination), but only
    within such period of time ending on the earlier of (i) the date six (6)
    months following such termination (or such longer or shorter period
    specified in the Option Agreement), or (ii) the expiration of the term of
    the Option as set forth in the Option Agreement. If, after termination, the
    Optionee does not exercise his or her Option within the time specified
    herein, the Option shall terminate, and the shares covered by such Option
    shall revert to and again become available for issuance under the Plan.Death of Optionee. In the event of the death of an Optionee
    during, or within a period specified in the Option Agreement after the
    termination of, the Optionee's Continuous Status as an Employee or
    Consultant, the Option may be exercised (to the extent the Optionee was
    entitled to exercise the Option as of the date of death) by the Optionee's
    estate, by a person who acquired the right to exercise the Option by bequest
    or inheritance, but only within the period ending on the earlier of (i) the
    date twelve (12) months following the date of death (or such longer or
    shorter period specified in the Option Agreement), or (ii) the expiration of
    the term of such Option as set forth in the Option Agreement. If, at the
    time of death, the Optionee was not entitled to exercise his or her entire
    Option, the shares covered by the unexercisable portion of the Option shall
    revert to and again become available for issuance under the Plan. If, after
    death, the Option is not exercised within the time specified herein, the
    Option shall terminate, and the shares covered by such Option shall revert
    to and again become available for issuance under the Plan.
42. Term. No Option shall be exercisable after the expiration of ten
    (10) years from the date it was granted.
43. Price. The exercise price of each Nonstatutory Stock Option shall
    be not less than eighty-five percent (85%) of the Fair Market Value of the
    stock subject to the Option on the date the Option is granted.
44. Consideration. The purchase price of stock acquired pursuant to
    an Option shall be paid, to the extent permitted by applicable statutes and
    regulations, either (i) in cash at the time the Option is exercised, or (ii)
    at the discretion of the Board or the Committee, at the time of the grant of
    the Option, (A) by delivery to the Company of other common stock of the
    Company, (B) according to a deferred payment arrangement, except that
    payment of the common stock's "par value" (as defined in the Delaware
    General Corporation Law) shall not be made by deferred payment or other
    arrangement (which may include, without limiting the generality of the
    foregoing, the use of other common stock of the Company) with the person to
    whom the Option is granted or to whom the Option is transferred pursuant to
    subsection 6(d), or (C) in any other form of legal consideration that may be
    acceptable to the Board.
    
    In the case of any deferred payment arrangement, interest
    shall be payable at least annually and shall be charged at the minimum rate
    of interest necessary to avoid the treatment as interest, under any
    applicable provisions of the Code, of any amounts other than amounts stated
    to be interest under the deferred payment arrangement.
45. Transferability. An Option shall not be transferable except by
    will or by the laws of descent and distribution (and shall be exercisable
    during the lifetime of the person to whom the Option is granted only by such
    person) unless the applicable Option Agreement expressly provides for other
    transferability. Notwithstanding the foregoing, the person to whom the
    Option is granted may, by delivering written notice to the Company, in a
    form satisfactory to the Company, designate a third party who, in the event
    of the death of the Optionee, shall thereafter be entitled to exercise the
    Option.
46. Vesting. The total number of shares of stock subject to an Option
    may, but need not, be allotted in periodic installments (which may, but need
    not, be equal). The Option Agreement may provide that from time to time
    during each of such installment periods, the Option may become exercisable
    ("vest") with respect to some or all of the shares allotted to that period,
    and may be exercised with respect to some or all of the shares allotted to
    such period and/or any prior period as to which the Option became vested but
    was not fully exercised. The Option may be subject to such other terms and
    conditions on the time or times when it may be exercised (which may be based
    on performance or other criteria) as the Board may deem appropriate. The
    vesting provisions of individual Options may vary. The provisions of this
    subsection 6(e) are subject to any Option provisions governing the minimum
    number of shares as to which an Option may be exercised.
47. Termination of Employment or Consulting Relationship. In the
    event an Optionee's Continuous Status as an Employee or Consultant
    terminates (other than upon the Optionee's death or disability), the
    Optionee may exercise his or her Option (to the extent that the Optionee was
    entitled to exercise it as of the date of termination, unless the Option
    Agreement expressly provides that the Option may become exercisable for
    additional shares after the date of termination) but only within such period
    of time ending on the earlier of (i) the date three (3) months following the
    termination of the Optionee's Continuous Status as an Employee or Consultant
    (or such longer or shorter period specified in the Option Agreement), or
    (ii) the expiration of the term of the Option as set forth in the Option
    Agreement. If, after termination, the Optionee does not exercise his or her
    Option within the time specified in the Option Agreement, the Option shall
    terminate, and the shares covered by such Option shall revert to and again
    become available for issuance under the Plan.
    
    An Optionee's Option Agreement may also provide that if the
    exercise of the Option following the termination of the Optionee's
    Continuous Status as an Employee or Consultant (other than upon the
    Optionee's death or disability) would result in liability under Section
    16(b) of the Exchange Act, then the Option shall terminate on the earlier of
    (i) the expiration of the term of the Option set forth in the Option
    Agreement, or (ii) the tenth (10th) day after the last date on which such
    exercise would result in such liability under Section 16(b) of the Exchange
    Act. Finally, an Optionee's Option Agreement may also provide that if the
    exercise of the Option following the termination of the Optionee's
    Continuous Status as an Employee or Consultant (other than upon the
    Optionee's death or disability) would be prohibited at any time solely
    because the issuance of shares would violate the registration requirements
    under the Act, then the Option shall terminate on the earlier of (i) the
    expiration of the term of the Option set forth in the first paragraph of
    this subsection 6(f), or (ii) the expiration of a period of three (3) months
    after the termination of the Optionee's Continuous Status as an Employee or
    Consultant during which the exercise of the Option would not be in violation
    of such registration requirements.
48. Disability of Optionee. In the event an Optionee's Continuous
    Status as an Employee or Consultant terminates as a result of the Optionee's
    Disability, the Optionee may exercise his or her Option (to the extent that
    the Optionee was entitled to exercise it as of the date of termination,
    unless the Option Agreement expressly provides that the Option may become
    exercisable for additional shares after the date of termination), but only
    within such period of time ending on the earlier of (i) the date six (6)
    months following such termination (or such longer or shorter period
    specified in the Option Agreement), or (ii) the expiration of the term of
    the Option as set forth in the Option Agreement. If, after termination, the
    Optionee does not exercise his or her Option within the time specified
    herein, the Option shall terminate, and the shares covered by such Option
    shall revert to and again become available for issuance under the Plan.
49. Death of Optionee. In the event of the death of an Optionee
    during, or within a period specified in the Option Agreement after the
    termination of, the Optionee's Continuous Status as an Employee or
    Consultant, the Option may be exercised (to the extent the Optionee was
    entitled to exercise the Option as of the date of death) by the Optionee's
    estate, by a person who acquired the right to exercise the Option by bequest
    or inheritance, but only within the period ending on the earlier of (i) the
    date twelve (12) months following the date of death (or such longer or
    shorter period specified in the Option Agreement), or (ii) the expiration of
    the term of such Option as set forth in the Option Agreement. If, at the
    time of death, the Optionee was not entitled to exercise his or her entire
    Option, the shares covered by the unexercisable portion of the Option shall
    revert to and again become available for issuance under the Plan. If, after
    death, the Option is not exercised within the time specified herein, the
    Option shall terminate, and the shares covered by such Option shall revert
    to and again become available for issuance under the Plan.
50. Terms of Stock Bonuses and Purchases of Restricted Stock.
  
  Each stock bonus or restricted stock purchase agreement shall
  be in such form and shall contain such terms and conditions as the Board or
  the Committee shall deem appropriate. The terms and conditions of stock bonus
  or restricted stock purchase agreements may change from time to time, and the
  terms and conditions of separate agreements need not be identical, but each
  stock bonus or restricted stock purchase agreement shall include (through
  incorporation of provisions hereof by reference in the agreement or otherwise)
  the substance of each of the following provisions as appropriate:
  Purchase Price. The purchase price under each restricted stock
    purchase agreement shall be such amount as the Board or Committee shall
    determine and designate in such agreement, but in no event shall the
    purchase price be less than eighty-five percent (85%) of the stock's Fair
    Market Value on the date such award is made. Notwithstanding the foregoing,
    the Board or the Committee may determine that eligible participants in the
    Plan may be awarded stock pursuant to a stock bonus agreement in
    consideration for past services actually rendered to the Company or for its
    benefit.Transferability. No rights under a stock bonus or restricted
    stock purchase agreement shall be transferable except by will or the laws of
    descent and distribution, unless the applicable Stock Award Agreement
    expressly provides for other transferability.Consideration. The purchase price of stock acquired pursuant to a
    stock purchase agreement shall be paid either: (i) in cash at the time of
    purchase; (ii) at the discretion of the Board or the Committee, according to
    a deferred payment or other arrangement, except that payment of the common
    stock's "par value" (as defined in the Delaware General Corporation Law)
    shall not be made by deferred payment or other arrangement (which may
    include, without limiting the generality of the foregoing, the use of other
    common stock of the Company) with the person to whom the stock is sold; or
    (iii) in any other form of legal consideration that may be acceptable to the
    Board or the Committee in its discretion. Notwithstanding the foregoing, the
    Board or the Committee to which administration of the Plan has been
    delegated may award stock pursuant to a stock bonus agreement in
    consideration for past services actually rendered to the Company or for its
    benefit.Vesting. Shares of stock sold or awarded under the Plan may, but
    need not, be subject to a repurchase option in favor of the Company in
    accordance with a vesting schedule to be determined by the Board or the
    Committee.Termination of Employment or Consulting Relationship. In the
    event a participant's Continuous Status as an Employee or Consultant
    terminates, the Company may repurchase or otherwise reacquire, subject to
    the limitations described in subsection 7(d), any or all of the shares of
    stock held by that person which have not vested as of the date of
    termination under the terms of the stock bonus or restricted stock purchase
    agreement between the Company and such person.
51. Purchase Price. The purchase price under each restricted stock
    purchase agreement shall be such amount as the Board or Committee shall
    determine and designate in such agreement, but in no event shall the
    purchase price be less than eighty-five percent (85%) of the stock's Fair
    Market Value on the date such award is made. Notwithstanding the foregoing,
    the Board or the Committee may determine that eligible participants in the
    Plan may be awarded stock pursuant to a stock bonus agreement in
    consideration for past services actually rendered to the Company or for its
    benefit.
52. Transferability. No rights under a stock bonus or restricted
    stock purchase agreement shall be transferable except by will or the laws of
    descent and distribution, unless the applicable Stock Award Agreement
    expressly provides for other transferability.
53. Consideration. The purchase price of stock acquired pursuant to a
    stock purchase agreement shall be paid either: (i) in cash at the time of
    purchase; (ii) at the discretion of the Board or the Committee, according to
    a deferred payment or other arrangement, except that payment of the common
    stock's "par value" (as defined in the Delaware General Corporation Law)
    shall not be made by deferred payment or other arrangement (which may
    include, without limiting the generality of the foregoing, the use of other
    common stock of the Company) with the person to whom the stock is sold; or
    (iii) in any other form of legal consideration that may be acceptable to the
    Board or the Committee in its discretion. Notwithstanding the foregoing, the
    Board or the Committee to which administration of the Plan has been
    delegated may award stock pursuant to a stock bonus agreement in
    consideration for past services actually rendered to the Company or for its
    benefit.
54. Vesting. Shares of stock sold or awarded under the Plan may, but
    need not, be subject to a repurchase option in favor of the Company in
    accordance with a vesting schedule to be determined by the Board or the
    Committee.
55. Termination of Employment or Consulting Relationship. In the
    event a participant's Continuous Status as an Employee or Consultant
    terminates, the Company may repurchase or otherwise reacquire, subject to
    the limitations described in subsection 7(d), any or all of the shares of
    stock held by that person which have not vested as of the date of
    termination under the terms of the stock bonus or restricted stock purchase
    agreement between the Company and such person.
56. Terms of Restricted Stock Units ("RSU").
  
  Each RSU agreement shall be in such form and shall contain
  such terms and conditions as the Board or the Committee shall deem
  appropriate. The terms and conditions of RSU agreements may change from time
  to time, and the terms and conditions of separate agreements need not be
  identical, but each RSU agreement shall include (through incorporation of
  provisions hereof by reference in the agreement or otherwise) the substance of
  each of the following provisions as appropriate:
  Consideration. No consideration shall be required for the grant
    of an RSU; provided, however, that the Board, or the Committee to which
    administration of the Plan has been delegated, must condition the issuance
    of stock pursuant to a RSU agreement upon the recipient of the RSU award
    actually rendering services to the Company or for its benefit.Transferability. No rights under an RSU agreement shall be
    transferable except by will or the laws of descent and distribution or
    pursuant to a qualified domestic relations order, so long as stock to be
    awarded under such agreement remains subject to the terms of the agreement.Vesting. Shares of stock granted pursuant to an RSU award must be
    subject to a vesting schedule to be determined by the Board or the
Committee.Termination of Employment or Relationship as a Director or
    Consultant. In the event a Participant's Continuous Status as an
    Employee, Director or Consultant terminates, the shares of stock subject to
    an RSU award that are not vested under the terms of the RSU agreement
    between the Company and such person shall be forfeited and shall not be
    issued to the Employee, Director or Consultant.
57. Consideration. No consideration shall be required for the grant
    of an RSU; provided, however, that the Board, or the Committee to which
    administration of the Plan has been delegated, must condition the issuance
    of stock pursuant to a RSU agreement upon the recipient of the RSU award
    actually rendering services to the Company or for its benefit.
58. Transferability. No rights under an RSU agreement shall be
    transferable except by will or the laws of descent and distribution or
    pursuant to a qualified domestic relations order, so long as stock to be
    awarded under such agreement remains subject to the terms of the agreement.
59. Vesting. Shares of stock granted pursuant to an RSU award must be
    subject to a vesting schedule to be determined by the Board or the
Committee.
60. Termination of Employment or Relationship as a Director or
    Consultant. In the event a Participant's Continuous Status as an
    Employee, Director or Consultant terminates, the shares of stock subject to
    an RSU award that are not vested under the terms of the RSU agreement
    between the Company and such person shall be forfeited and shall not be
    issued to the Employee, Director or Consultant.
61. Covenants of the Company.
  
  During the terms of the Stock Awards, the Company shall keep
    available at all times the number of shares of stock required to satisfy
    such Stock Awards.The Company shall seek to obtain from each regulatory commission or
    agency having jurisdiction over the Plan such authority as may be required
    to issue and sell shares of stock upon exercise of the Stock Award;
    provided, however, that this undertaking shall not require the Company to
    register under the Securities Act of 1933, as amended (the "Securities Act")
    either the Plan, any Stock Award or any stock issued or issuable pursuant to
    any such Stock Award. If, after reasonable efforts, the Company is unable to
    obtain from any such regulatory commission or agency the authority which
    counsel for the Company deems necessary for the lawful issuance and sale of
    stock under the Plan, the Company shall be relieved from any liability for
    failure to issue and sell stock upon exercise of such Stock Awards unless
    and until such authority is obtained.
62. During the terms of the Stock Awards, the Company shall keep
    available at all times the number of shares of stock required to satisfy
    such Stock Awards.
63. The Company shall seek to obtain from each regulatory commission or
    agency having jurisdiction over the Plan such authority as may be required
    to issue and sell shares of stock upon exercise of the Stock Award;
    provided, however, that this undertaking shall not require the Company to
    register under the Securities Act of 1933, as amended (the "Securities Act")
    either the Plan, any Stock Award or any stock issued or issuable pursuant to
    any such Stock Award. If, after reasonable efforts, the Company is unable to
    obtain from any such regulatory commission or agency the authority which
    counsel for the Company deems necessary for the lawful issuance and sale of
    stock under the Plan, the Company shall be relieved from any liability for
    failure to issue and sell stock upon exercise of such Stock Awards unless
    and until such authority is obtained.
64. Use of Proceeds from Stock.
  
  Proceeds from the sale of stock pursuant to Stock Awards
  shall constitute general funds of the Company.
65. Miscellaneous.
  
  The Board shall have the power to accelerate the time at which a
    Stock Award may first be exercised or the time during which a Stock Award or
    any part thereof will vest pursuant to subsection 6(e) or 7(d),
    notwithstanding the provisions in the Stock Award stating the time at which
    it may first be exercised or the time during which it will vest.Neither an Employee or Consultant, nor any person to whom a Stock
    Award is transferred under subsection 6(d) or 7(b) shall be deemed to be the
    holder of, or to have any of the rights of a holder with respect to, any
    shares subject to such Stock Award unless and until such person has
    satisfied all requirements for exercise of the Stock Award pursuant to its
    terms.Nothing in the Plan or any instrument executed or Stock Award
    granted pursuant thereto shall confer upon any Employee, Consultant or other
    holder of Stock Awards any right to continue in the employ of the Company or
    any Affiliate (or to continue acting as a Consultant) or shall affect the
    right of the Company or any Affiliate to terminate the employment of any
    Employee with or without cause, or to terminate the relationship of any
    Consultant in accordance with the terms of that Consultant's agreement with
    the Company or Affiliate to which such Consultant is providing services.Securities Law Compliance. The Company may require any person to
    whom a Stock Award is granted, or any person to whom a Stock Award is
    transferred pursuant to subsection 6(d) or 7(b), as a condition of
    exercising or acquiring stock under any Stock Award, (1) to give written
    assurances satisfactory to the Company as to such person's knowledge and
    experience in financial and business matters and/or to employ a purchaser
    representative reasonably satisfactory to the Company who is knowledgeable
    and experienced in financial and business matters, and that he or she is
    capable of evaluating, alone or together with the purchaser representative,
    the merits and risks of exercising the Stock Award; and (2) to give written
    assurances satisfactory to the Company stating that such person is acquiring
    the stock subject to the Stock Award for such person's own account and not
    with any present intention of selling or otherwise distributing the stock.
    The foregoing requirements, and any assurances given pursuant to such
    requirements, shall be inoperative if (i) the issuance of the shares upon
    the exercise or acquisition of stock under the Stock Award has been
    registered under a then currently effective registration statement under the
    Securities Act, or (ii) as to any particular requirement, a determination is
    made by counsel for the Company that such requirement need not be met in the
    circumstances under the then applicable securities laws. The Company may
    require the holder of the Stock Award to provide such other representations,
    written assurances or information which the Company shall determine is
    necessary, desirable or appropriate to comply with applicable securities and
    other laws as a condition of granting a Stock Award to such person or
    permitting the holder of the Stock Award to exercise the Stock Award. The
    Company may, upon advice of counsel to the Company, place legends on stock
    certificates issued under the Plan as such counsel deems necessary or
    appropriate in order to comply with applicable securities laws, including,
    but not limited to, legends restricting the transfer of the stock.Withholding. To the extent provided by the terms of a Stock Award
    Agreement, the person to whom a Stock Award is granted may satisfy any
    federal, state or local tax withholding obligation relating to the exercise
    or acquisition of stock under a Stock Award by any of the following means or
    by a combination of such means: (1) tendering a cash payment; (2)
    authorizing the Company to withhold shares from the shares of the common
    stock otherwise issuable to the participant as a result of the exercise or
    acquisition of stock under the Stock Award; or (3) delivering to the Company
    owned and unencumbered shares of the common stock of the Company.
66. The Board shall have the power to accelerate the time at which a
    Stock Award may first be exercised or the time during which a Stock Award or
    any part thereof will vest pursuant to subsection 6(e) or 7(d),
    notwithstanding the provisions in the Stock Award stating the time at which
    it may first be exercised or the time during which it will vest.
67. Neither an Employee or Consultant, nor any person to whom a Stock
    Award is transferred under subsection 6(d) or 7(b) shall be deemed to be the
    holder of, or to have any of the rights of a holder with respect to, any
    shares subject to such Stock Award unless and until such person has
    satisfied all requirements for exercise of the Stock Award pursuant to its
    terms.
68. Nothing in the Plan or any instrument executed or Stock Award
    granted pursuant thereto shall confer upon any Employee, Consultant or other
    holder of Stock Awards any right to continue in the employ of the Company or
    any Affiliate (or to continue acting as a Consultant) or shall affect the
    right of the Company or any Affiliate to terminate the employment of any
    Employee with or without cause, or to terminate the relationship of any
    Consultant in accordance with the terms of that Consultant's agreement with
    the Company or Affiliate to which such Consultant is providing services.
69. Securities Law Compliance. The Company may require any person to
    whom a Stock Award is granted, or any person to whom a Stock Award is
    transferred pursuant to subsection 6(d) or 7(b), as a condition of
    exercising or acquiring stock under any Stock Award, (1) to give written
    assurances satisfactory to the Company as to such person's knowledge and
    experience in financial and business matters and/or to employ a purchaser
    representative reasonably satisfactory to the Company who is knowledgeable
    and experienced in financial and business matters, and that he or she is
    capable of evaluating, alone or together with the purchaser representative,
    the merits and risks of exercising the Stock Award; and (2) to give written
    assurances satisfactory to the Company stating that such person is acquiring
    the stock subject to the Stock Award for such person's own account and not
    with any present intention of selling or otherwise distributing the stock.
    The foregoing requirements, and any assurances given pursuant to such
    requirements, shall be inoperative if (i) the issuance of the shares upon
    the exercise or acquisition of stock under the Stock Award has been
    registered under a then currently effective registration statement under the
    Securities Act, or (ii) as to any particular requirement, a determination is
    made by counsel for the Company that such requirement need not be met in the
    circumstances under the then applicable securities laws. The Company may
    require the holder of the Stock Award to provide such other representations,
    written assurances or information which the Company shall determine is
    necessary, desirable or appropriate to comply with applicable securities and
    other laws as a condition of granting a Stock Award to such person or
    permitting the holder of the Stock Award to exercise the Stock Award. The
    Company may, upon advice of counsel to the Company, place legends on stock
    certificates issued under the Plan as such counsel deems necessary or
    appropriate in order to comply with applicable securities laws, including,
    but not limited to, legends restricting the transfer of the stock.
70. Withholding. To the extent provided by the terms of a Stock Award
    Agreement, the person to whom a Stock Award is granted may satisfy any
    federal, state or local tax withholding obligation relating to the exercise
    or acquisition of stock under a Stock Award by any of the following means or
    by a combination of such means: (1) tendering a cash payment; (2)
    authorizing the Company to withhold shares from the shares of the common
    stock otherwise issuable to the participant as a result of the exercise or
    acquisition of stock under the Stock Award; or (3) delivering to the Company
    owned and unencumbered shares of the common stock of the Company.
71. Adjustments Upon Changes in Stock.
  
  If any change is made in the stock subject to the Plan, or subject
    to any Stock Award, without the receipt of consideration by the Company
    (through merger, consolidation, reorganization, recapitalization,
    reincorporation, stock dividend, dividend in property other than cash, stock
    split, liquidating dividend, combination of shares, exchange of shares,
    change in corporate structure or other transaction not involving the receipt
    of consideration by the Company), the Plan will be appropriately adjusted in
    the class(es) and the maximum number of shares subject to the Plan pursuant
    to subsection 4(a), and the outstanding Stock Awards will be appropriately
    adjusted in the class(es) and number of shares and price per share of stock
    subject to such outstanding Stock Awards. Such adjustments shall be made by
    the Board or the Committee, the determination of which shall be final,
    binding and conclusive. (The conversion of any convertible securities of the
    Company shall not be treated as a "transaction not involving the receipt of
    consideration by the Company.")In the event of: (1) a dissolution, liquidation or sale of all or
    substantially all of the assets of the Company; (2) a merger or
    consolidation in which the Company is not the surviving corporation; (3) a
    reverse merger in which the Company is the surviving corporation but the
    shares of the Company's common stock outstanding immediately preceding the
    merger are converted by virtue of the merger into other property, whether in
    the form of securities, cash or otherwise, then to the extent permitted by
    applicable law: (i) any surviving corporation or an Affiliate of such
    surviving corporation shall assume any Stock Awards outstanding under the
    Plan or shall substitute similar Stock Awards for those outstanding under
    the Plan, or (ii) such Stock Awards shall continue in full force and effect.
    In the event any surviving corporation and its Affiliates refuse to assume
    or continue such Stock Awards, or to substitute similar Stock Awards for
    those outstanding under the Plan, then, with respect to Stock Awards held by
    persons then performing services as Employees or Consultants, the time
    during which such Stock Awards may be exercised shall be accelerated and the
    Stock Awards terminated if not exercised prior to such event.
72. If any change is made in the stock subject to the Plan, or subject
    to any Stock Award, without the receipt of consideration by the Company
    (through merger, consolidation, reorganization, recapitalization,
    reincorporation, stock dividend, dividend in property other than cash, stock
    split, liquidating dividend, combination of shares, exchange of shares,
    change in corporate structure or other transaction not involving the receipt
    of consideration by the Company), the Plan will be appropriately adjusted in
    the class(es) and the maximum number of shares subject to the Plan pursuant
    to subsection 4(a), and the outstanding Stock Awards will be appropriately
    adjusted in the class(es) and number of shares and price per share of stock
    subject to such outstanding Stock Awards. Such adjustments shall be made by
    the Board or the Committee, the determination of which shall be final,
    binding and conclusive. (The conversion of any convertible securities of the
    Company shall not be treated as a "transaction not involving the receipt of
    consideration by the Company.")
73. In the event of: (1) a dissolution, liquidation or sale of all or
    substantially all of the assets of the Company; (2) a merger or
    consolidation in which the Company is not the surviving corporation; (3) a
    reverse merger in which the Company is the surviving corporation but the
    shares of the Company's common stock outstanding immediately preceding the
    merger are converted by virtue of the merger into other property, whether in
    the form of securities, cash or otherwise, then to the extent permitted by
    applicable law: (i) any surviving corporation or an Affiliate of such
    surviving corporation shall assume any Stock Awards outstanding under the
    Plan or shall substitute similar Stock Awards for those outstanding under
    the Plan, or (ii) such Stock Awards shall continue in full force and effect.
    In the event any surviving corporation and its Affiliates refuse to assume
    or continue such Stock Awards, or to substitute similar Stock Awards for
    those outstanding under the Plan, then, with respect to Stock Awards held by
    persons then performing services as Employees or Consultants, the time
    during which such Stock Awards may be exercised shall be accelerated and the
    Stock Awards terminated if not exercised prior to such event.
74. Amendment of the Plan and Stock Awards.
  
  The Board at any time, and from time to time, may amend the Plan.The Board, in its sole discretion, may submit the Plan and/or any
    amendment to the Plan for stockholder approval.It is expressly contemplated that the Board may amend the Plan in
    any respect the Board deems necessary or advisable to provide those eligible
    with the maximum benefits provided or to be provided under the provisions of
    the Code and the regulations promulgated thereunder.Rights and obligations under any Stock Award granted before
    amendment of the Plan shall not be impaired by any amendment of the Plan
    unless (i) the Company requests the consent of the person to whom the Stock
    Award was granted and (ii) such person consents in writing.The Board at any time, and from time to time, may amend the terms of
    any one or more Stock Award; provided, however, that the rights and
    obligations under any Stock Award shall not be impaired by any such
    amendment unless (i) the Company requests the consent of the person to whom
    the Stock Award was granted and (ii) such person consents in writing.
75. The Board at any time, and from time to time, may amend the Plan.
76. The Board, in its sole discretion, may submit the Plan and/or any
    amendment to the Plan for stockholder approval.
77. It is expressly contemplated that the Board may amend the Plan in
    any respect the Board deems necessary or advisable to provide those eligible
    with the maximum benefits provided or to be provided under the provisions of
    the Code and the regulations promulgated thereunder.
78. Rights and obligations under any Stock Award granted before
    amendment of the Plan shall not be impaired by any amendment of the Plan
    unless (i) the Company requests the consent of the person to whom the Stock
    Award was granted and (ii) such person consents in writing.
79. The Board at any time, and from time to time, may amend the terms of
    any one or more Stock Award; provided, however, that the rights and
    obligations under any Stock Award shall not be impaired by any such
    amendment unless (i) the Company requests the consent of the person to whom
    the Stock Award was granted and (ii) such person consents in writing.
80. Termination or Suspension of the Plan.
  
  The Board may suspend or terminate the Plan at any time. No Stock
    Awards may be granted under the Plan while the Plan is suspended or after it
    is terminated.Rights and obligations under any Stock Award granted while the Plan
    is in effect shall not be impaired by suspension or termination of the Plan,
    except with the written consent of the person to whom the Stock Award was
    granted.
81. The Board may suspend or terminate the Plan at any time. No Stock
    Awards may be granted under the Plan while the Plan is suspended or after it
    is terminated.
82. Rights and obligations under any Stock Award granted while the Plan
    is in effect shall not be impaired by suspension or termination of the Plan,
    except with the written consent of the person to whom the Stock Award was
    granted.
83. Effective Date of Plan.





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