Exhibit 4.1


 


KASHYA, INC.


2003 STOCK PLAN


 


1.             Purposes of the Plan. The purposes of this 2003 Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan.


 


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


 


(a)                 “Administrator” means the Board or any of
its Committees as shall be administering the Plan in accordance with
Section 4 hereof. At such time as any class of equity securities of the
Company is registered pursuant to Section 12 of the Exchange Act, the
Administrator shall consist solely of individuals (not less than two) who are
Non-Employee Directors as that term is defined in Rule 16b-3 promulgated under
the Exchange Act.


 


(b)                 “Applicable Laws” means the requirements
relating to the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws, rules and regulations of any other country or jurisdiction
where Options or Stock Purchase Rights are granted under the Plan.


 


(c)                 “Board” means the Board of Directors of the
Company.


 


(d)                 “Code” means the Internal Revenue Code of
1986, as amended.


 


(e)                 “Committee” 
means a committee of Directors appointed by the Board in accordance with
Section 4 hereof.


 


(f)                  “Common Stock” means the Common Stock of the
Company.


 


(g)                 “Company” means Kashya, Inc., a Delaware
corporation.


 


(h)                 “Consultant” means any person who is engaged
by the Company or any Parent or Subsidiary to render consulting or advisory
services to such entity.


 


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


 


(j)                  “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


 

















 


(k)                 “Employee” means any person, including
Officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company. An Employee shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, on the 181st day
of such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient to constitute “employment” by
the Company.


 


(l)                  “Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


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


 


(i)      If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(ii)     If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination; or


 


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


 


(n)       Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.


 


(o)       “Nonstatutory Stock Option” means an Option
not intended to qualify as an Incentive Stock Option.


 


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(p)       “Officer” means a person who is an officer
of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.


 


(q)       “Option” means a stock option granted
pursuant to the Plan.


 


(r)        “Option Agreement” means a written or
electronic agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.


 


(s)        “Option Exchange Program” means a program
whereby outstanding Options are exchanged for Options with a lower exercise
price.


 


(t)        “Optioned Stock” means the Common Stock
subject to an Option or a Stock Purchase Right.


 


(u)       “Optionee” means the holder of an
outstanding Option or Stock Purchase Right granted under the Plan.


 


(v)       “Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of the
Code.


 


(w)       “Plan” means this 2003 Stock Plan.


 


(x)        “Restricted Stock” means shares of Common
Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below.


 


(y)       “Section 16(b)” means Section 16(b) of
the Exchange Act.


 


(z)        “Service Provider”  means an Employee, Director or Consultant.


 


(aa)      “Share”
means a share of the Common Stock, as adjusted in accordance with
Section 12 below.


 


(bb)     “Stock Purchase Right” means a right to
purchase Common Stock pursuant to Section 11 below.


 


(cc)      “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


3.             Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be subject to
Options or Stock Purchase Rights and sold under the Plan is 2,496,552 Shares. The
Shares may be authorized but unissued, or reacquired shares of Common Stock.


 


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If an
Option or Stock Purchase Right expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by
the Company at their original purchase price, such Shares shall become
available for future grant under the Plan.


 


4.             Administration of the Plan.


 


(a)                 Administrator. The
Plan shall be administered by the Board or a Committee appointed by the Board,
which Committee shall be constituted to comply with Applicable Laws.


 


(b)                 Powers of the Administrator. Subject to the provisions of the Plan and, in the
case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:


 


(i)         to determine the Fair Market Value;


 


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


 


(iii)       to determine the number of Shares to be covered by
each such award granted hereunder;


 


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


 


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


 


(vi)       to determine whether and under what circumstances
an Option may be settled in cash under subsection 9(e) instead of Common
Stock;


 


(vii)      to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common


 


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Stock
covered by such Option has declined since the date the Option was granted;


 


(viii)     to initiate an Option Exchange Program;


 


(ix)       to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;


 


(x)        to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld;  the Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined;  all elections by
Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;
and


 


(xi)       to construe and interpret the terms of the Plan,
Option Agreements and Stock Purchase Rights granted pursuant to the Plan.


 


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


 


5.             Eligibility.


 


(a)                 Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees.


 


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


 


(c)                 Neither the Plan nor any Option or Stock Purchase
Right shall confer upon any Optionee any right with respect to continuing the
Optionee’s relationship as a Service Provider with the Company, nor


 


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shall it
interfere in any way with his or her right or the Company’s right to terminate
such relationship at any time, with or without cause.


 


6.             Term of Plan. The
Plan shall become effective upon its adoption by the Board. It shall continue
in effect for a term of ten (10) years unless sooner terminated under
Section 14 of the Plan.


 


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


 


8.             Option Exercise Price and Consideration.


 


(a)                 The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall not be less than the par value of the Shares and in
the case of an Incentive Stock Option:


 


(i)         granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant; or


 


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


 


(b)                 The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined in the sole discretion of the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). Such
consideration  may consist of
(1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option, have
been owned by the Optionee for more than six months as of the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or
(6) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator
shall consider if


 


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acceptance
of such consideration may be reasonably expected to benefit the Company.


 


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9.             Exercise of Option.


 


(a)                 Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable
according to the terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option Agreement. Unless
the Administrator provides otherwise, vesting of Options granted hereunder
shall be tolled during any unpaid leave of absence. An Option may not be
exercised for a fraction of a Share.


 


An Option
shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement and
procedures adopted by the Administrator) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to which the
Option is exercised. Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan.


 


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


 


(b)                 Termination of Relationship as a Service Provider. Except as set forth in subsections 9(c) and 9(d),
if an Optionee ceases to be a Service Provider, such Optionee may exercise his
or her Option to the extent that the Option is vested on the date of
termination within such period of time as is specified in the Option Agreement
(of at least thirty (30) days (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement), unless the Optionee
is terminated for cause, in which case the Option shall expire immediately, to
the extent that the Option is vested on the date of termination. In the absence
of a specified time in the Option Agreement, the Option shall remain
exercisable for thirty (30) days following the Optionee’s termination. If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert
to the


 


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Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified by the Administrator or as specified in the Option Agreement,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.


 


(c)                 Disability of Optionee. If an Optionee ceases to be a Service Provider as
a result of the Optionee’s Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement (of
at least six (6) months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for six (6)
months following the Optionee’s termination. If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert
to the Plan. 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 the Plan.


 


(d)                 Death of Optionee. If
an Optionee dies while a Service Provider, the Option may be exercised within
such period of time as is specified in the Option Agreement (of at least six
(6) months) to the extent that the Option is vested on the date of death (but
in no event later than the expiration of the term of such Option as set forth
in the Option Agreement) by the Optionee’s estate or by a person who acquires
the right to exercise the Option by bequest or inheritance. In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
six (6) months following the Optionee’s termination. If, at the time of death, the Optionee is not vested as to
the entire Option, the Shares covered by the unvested portion of the Option
shall immediately revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.


 


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


 


10.           Non-Transferability of Options and Stock Purchase
Rights. The Options and Stock Purchase
Rights may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.


 


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11.           Stock Purchase Rights.


 


(a)                 Rights to Purchase. Stock Purchase Rights may be issued either alone,
in addition to, or in tandem with Options granted under the Plan and/or cash
awards made outside of the Plan. After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing or electronically of the terms, conditions and restrictions related to
the offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid, and the time within which such person must
accept such offer. The offer shall be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the Administrator.


 


(b)                 Repurchase Option. Unless
the Administrator determines otherwise, the Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of a Service Provider with the Company for any reason
(including death or Disability). The purchase price for Shares repurchased
pursuant to the Restricted Stock purchase agreement shall be the original price
paid by the Service Provider and may be paid by cancellation of any purchase
money indebtedness of the Service Provider to the Company. The Administrator
may provide that the repurchase option shall lapse at such times and under such
conditions as the Administrator shall determine in its sole discretion.


 


(c)                 Other Provisions. The
Restricted Stock purchase agreement shall contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.


 


(d)                 Rights as a Stockholder. Once the Stock Purchase Right is exercised in
accordance with the terms of the Restricted Stock purchase agreement (including
full payment for the Shares of Restricted Stock), the purchaser shall have
rights equivalent to those of a stockholder and shall be a stockholder when his
or her purchase is consummated and the Shares are issued by appropriate entry
on the books of the Company and upon the records of the duly authorized transfer
agent of the Company. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 12 of the Plan.


 


12.           Adjustments Upon Changes in Capitalization, Merger
or Asset Sale.


 


(a)                 Changes in Capitalization. The number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of Shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock


 


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Purchase
Rights have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Stock Purchase Right or which are
shares of Restricted Stock repurchased by the Company at their original
purchase price, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company. The conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration.”  Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option or Stock Purchase Right.


 


(b)                 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its sole discretion may provide for an Optionee to have the
right to exercise his or her Option or Stock Purchase Right until fifteen
(15) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable, which exercise may, in the discretion
of the Administrator, be made subject to and conditioned upon the consummation
of such proposed transaction. In addition, the Administrator may provide that
any Company repurchase option applicable to any Shares purchased upon exercise
of an Option or Stock Purchase Right shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option or Stock Purchase Right will terminate upon the consummation of such
proposed action.


 


(c)                 Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of all or substantially all of the assets
or securities of the Company  the portion
of each outstanding Option and Stock Purchase Right  that would have become exercisable at the end
of the first anniversary after such merger or sale shall become exercisable
immediately before the completion of such merger or sale if the Optionee is a
Service Provider at such time, and the remaining unvested portion of each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent
option or right substituted by the successor corporation or


 


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a Parent
or Subsidiary of the successor corporation on terms that provide for a twelve
month acceleration of the vesting schedule of such Options and Stock Purchase
Rights. For the purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger or sale of assets or
securities, the option or right confers the right to purchase or receive, for
each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets or securities, the consideration
(whether stock, cash, or other securities or property) received in the merger
or sale of assets or securities by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration
received in the merger or sale of assets or securities is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right, to be
solely common stock of the successor corporation or its Parent equal in Fair
Market Value to the per share consideration received by holders of Common Stock
in the merger or sale of assets.


 


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


 


14.           Amendment and Termination of the Plan.


 


(a)                 Amendment and Termination. The Board may at any time amend, alter, suspend
or terminate the Plan.


 


(b)                 Stockholder Approval. The Board shall obtain stockholder approval of
any Plan amendment to the extent necessary to comply with Applicable Laws.


 


(c)                 Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless
mutually agreed otherwise between the Optionee and the Administrator, which
agreement must be in writing and signed by the Optionee and the Company. Termination
of the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.


 


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15.        Conditions Upon Issuance of Shares.


 


(a)                    Legal Compliance. Shares
shall not be issued pursuant to the exercise of an Option or Stock Purchase
Right unless the exercise of such Option or Stock Purchase Right and the
issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with
respect to such compliance. 


 


(b)                    Investment Representations. As a condition to the exercise of an Option, the
Administrator may require the person exercising such Option or Stock Purchase
Right: (a) to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is necessary or desirable, (b) and to make
such other representations, warranties and covenants as may be reasonably
required to comply with Applicable Laws.


 


16.           Indemnification.
The Board, any Committee, the Administrator any member of them, and any
employees, advisory agents or affiliates, shall not be liable for any action,
omission, interpretation, construction or determination made in good faith in
connection with respect to this Plan, and the Company hereby agrees to
indemnify all such persons in respect of any claim, loss, damage or expense
(including reasonable counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law. Notwithstanding anything to the contrary in the foregoing, this indemnity
shall not apply to a person in his or her capacity as an Optionee under the
Plan.


 


17.           Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained.


 


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


 


19.           Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Such stockholder approval shall be obtained in the degree and
manner required under Applicable Laws.


 


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KASHYA
ISRAEL LTD.


2003
STOCK PLAN


 


1.             Purposes
of the Plan. The purpose and intent of the Plan is to provide incentives to
the Israeli employees and directors of Kashya Israel Ltd. by giving them the
opportunity to purchase shares of Common Stock of Kashya Inc., pursuant to an
incentive plan approved by the Board of Directors of the Company and the
Israeli tax authorities, which is designed to benefit from tax benefits
available to employees under Section 102 of the Income Tax Ordinance and the
rules and regulations promulgated thereunder.


 


2.             This
Plan is designed to comply with the “Capital Gain Track”  under
Section 102 of the Income Tax Ordinance; i.e. Options granted hereunder shall
be subject to Section 102(b)(2) of the Income Tax Ordinance.


 


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


 


(a)                 “Administrator” means the Board or any of
its Committees as shall be administering the Plan in accordance with
Section 4 hereof.


 


(b)                 “Applicable Laws” means the requirements
relating to the administration of stock option plans under Israeli law, U.S.
state corporate laws, U.S. federal and state securities laws, any stock
exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws, rules and regulations of any other country or jurisdiction
where Options are granted under the Plan.


 


(c)                 “Board” means the Board of Directors of the
Company.


 


(d)                 “Committee” 
means a committee of Directors appointed by the Board in accordance with
Section 4 hereof.


 


(e)                 “Common Stock” means the Common Stock of
the Parent.


 


(f)                  “Company” means Kashya Israel Ltd.


 


(g)                 “Companies Law” shall mean the Israeli Companies Law, 1999.


 


(h)                 “Controlling Stockholder” shall mean any
person that holds, directly or indirectly, alone or together with such person’s
Relative, either: (i) 10% or more of the Company’s issued share capital or
voting power; (ii) the right to hold 10% or more of the Company’s issued share
capital or voting power or to acquire the same; (iii) the right to receive 10%
or more of the Company’s profits; or (iii) the right to appoint at least one
Director.


 


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


 


(j)                  “Disability” means the inability, due to
illness, injury or mental condition to engage in any gainful occupation for
which an


 

















 


individual is qualified by education,
training or experience, and such condition continues for at least six (6)
months.


 


(k)                 “Employee” means  an Israeli employee of the Company, including
an Israeli Director or other Officer of the Company, excluding, however, a
Controlling Shareholder.


 


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


 


(i)      If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq Small Cap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(ii)     If the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination; or


 


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


 


(m)       “Income Tax Ordinance” shall mean the Israeli Income Tax Ordinance
[New Version], 1961, as amended.


 


(n)       “Officer” means an office holder in the Company – “Nose Misra” , as such term is defined in the Companies Law,
excluding, however, a Director.


 


(o)       “Option” means a stock option granted pursuant to the Plan.


 


(p)       “Option Agreement” means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.


 


(q)       “Option Exchange Program” means a program whereby outstanding
Options are exchanged for Options with a lower exercise price.


 


(r)        “Optioned Stock” means the Common Stock subject to an Option.


 


2

















 


(s)        “Optionee” means the holder of an outstanding Option granted under
the Plan.


 


(t)        “Parent” means Kashya, Inc.


 


(u)       “Plan” means this 2003 Stock Plan.


 


(v)       “Relative” shall mean a spouse, sibling, parent grandparent,
descendant, a spouse’s descendant and a spouse of any of the foregoing.


 


(w)       “Release Date” shall have the meaning set forth in Section 11.


 


(x)        “Share” means a share of the
Common Stock, as adjusted in accordance with Section 13 below.


 


(y)       “Trustee” shall mean a
trustee designated by the Board and approved by the Income Tax Authorities.


 


3.             Stock Subject to the Plan.


 


(a) 
Subject to the provisions of Section 13 of the Plan, the maximum
aggregate number of Shares which may be subject to Options and sold under the
Plan is 5,100,000 Shares. The Shares may be authorized but unissued, or
reacquired shares of Common Stock.


 


(b) If an Option expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated). However, Shares that have actually been issued under
the Plan, upon exercise of an Option, shall not be returned to the Plan and
shall not become available for future distribution under the Plan.


 


(c) The Board shall be entitled to grant to
certain Employees shares of the Company instead of Options, as it may deem
desirable. The provisions of the Plan shall apply to such grant of shares
mutatis mutandis.


 


(d) No shares, and/or options to purchase
shares, of the Company may be granted to any Employee of the Company other than
under the terms of the Plan, or of another plan that shall be adopted by the
Board under the terms of Section 102 of the Income Tax Ordinance. In any event,
the Board may not adopt a new share incentive plan for the grant of shares
and/or options to purchase shares to Employees prior to January 2005.


 


4.             Administration of the Plan.


 


(a)                 Administrator. The Plan shall be administered by the Board or a Committee appointed by
the Board, which Committee shall be constituted to comply with Applicable Laws.


 


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(b)                 Powers of the Administrator. Subject to the provisions of the Plan and, in
the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:


 


(i)         to determine the Fair Market Value;


 


(ii)        to select the Employees to whom Options may from time to time be granted
hereunder;


 


(iii)       to determine the number of Shares to be covered by each such award granted
hereunder;


 


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


 


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


 


(vi)       to determine whether and under what circumstances an Option may be settled
in cash under subsection 9(e) instead of Common Stock;


 


(vii)      to reduce the exercise price of any Option to the then current Fair Market
Value if the Fair Market Value of the Common Stock covered by such Option has
declined since the date the Option was granted;


 


(viii)     to initiate an Option Exchange Program;


 


(ix)       to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;


 


(x)        to allow Optionees to satisfy withholding tax obligations by electing to
have the Company withhold from the Shares to be issued upon exercise of an
Option that number of Shares having a Fair Market Value equal to the amount
required to be withheld;  the Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined; all elections by Optionees to
have Shares withheld for this purpose shall be made in such


 


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form and under such conditions as the
Administrator may deem necessary or advisable; and


 


(xi)       to construe and interpret the terms of the Plan and Option Agreements
granted pursuant to the Plan.


 


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


 


5.             Eligibility.


 


(a)                 Options may be granted to Employees.


 


(b)                 Neither the Plan nor any Option shall confer upon
any Optionee any right with respect to continuing the Optionee’s relationship
as an Employee with the Company, nor shall it interfere in any way with his or
her right or the Company’s right to terminate such relationship at any time,
with or without cause.


 


6.             Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years unless sooner terminated
under Section 15 of the Plan.


 


7.             Term of Option. The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from
the date of grant thereof. If any Option has not been exercised within ten (10)
years after the date of grant (or any shorter period set forth in the notice of
grant), such Option shall terminate, all interests and rights of the Optionee
in and to the same shall ipso facto expire, and, in the event that in
connection therewith any Options are still held in trust, the trust with
respect thereto shall ipso facto expire.


 


8.             Option Exercise Price and Consideration.


 


(a)                 The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall not be less than the par value of the Shares.


 


(b)                 The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined in the sole discretion of the Administrator. Such consideration  may consist of (1) cash, (2) check,
(3) promissory note, (4) other Shares which have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which such Option shall be exercised, (5) consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (6) any combination of the foregoing methods
of payment. In making its determination as to the type of consideration to
accept, the Administrator shall consider if


 


5

















 


acceptance of such consideration may be
reasonably expected to benefit the Company.


 


9.             Exercise of Option.


 


(a)                 Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
exercisable according to the terms hereof at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement. Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be tolled during any unpaid leave of absence. An Option
may not be exercised for a fraction of a Share.


 


An Option shall be deemed exercised when the
Company receives: (i) written or electronic notice of exercise (in
accordance with the Option Agreement and procedures adopted by the Administrator)
from the person entitled to exercise the Option, and (ii) full payment for
the Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.


 


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


 


(b)                 Termination of Relationship as an Employee. Except as set forth in subsections 9(c) and
9(d), if an Optionee ceases to be an Employee, such Optionee may exercise his
or her Option to the extent that the Option is vested on the date of
termination within such period of time as is specified in the Option Agreement
(of at least thirty (30) days (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement), unless the Optionee
is terminated for cause, in which case the Option shall expire immediately, to
the extent that the Option is vested on the date of termination. In the absence
of a specified time in the Option Agreement, the Option shall remain
exercisable for thirty (30) days following the Optionee’s termination. If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares


 


6

















 


covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator or as
specified in the Option Agreement, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.


 


(c)                 Disability of Optionee. If an Optionee ceases to be an Employee as a
result of the Optionee’s Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement (of
at least six (6) months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for six (6)
months following the Optionee’s termination. If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert
to the Plan. 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 the Plan.


 


(d)                 Death of Optionee. If an Optionee dies while an Employee, the
Option may be exercised within such period of time as is specified in the
Option Agreement (of at least six (6) months) to the extent that the Option is
vested on the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement) by the Optionee’s
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance. In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for six (6) months following the Optionee’s
termination. If, at the time of
death, the Optionee is not vested as to the entire Option, the Shares covered
by the unvested portion of the Option shall immediately revert to the Plan. If
the Option is not so exercised within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the
Plan.


 


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


 


10.           Non-Transferability of Options. Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.


 


7

















 


11.           Trust.


 


(a) Options granted under the Plan to Optionees shall be granted by the
Company to the Trustee, who shall hold each such Option and the Common Stock
issued upon exercise thereof in trust for the benefit of the Optiontee in
respect of whom such Option was granted. All certificates representing Common
Stock issued to the Trustee under the Plan shall be deposited with the Trustee,
and shall be held by the Trustee until such time that such shares of Common
Stock are released from the trust as herein provided.


 


(b) Anything herein to the contrary notwithstanding, the Release Date
of an Option shall be the later of: (i) the lapse of two (2) calendar
years from the end of the calendar year of the date of grant; (ii) the vesting
of such Options.


 


(c) After the Release Date, Options granted, and/or Common Stock issued
to the Trustee shall continue to be held by the Trustee, on behalf of the
Optionee.


 


(d) From the Release Date and thereafter, upon the written request of
the Optionee, the Trustee shall release Options, and/or the shares of Common
Stock issued upon the exercise thereof, from the trust by executing and
delivering to the Company such instrument(s) as the Company may require, giving
due notice of such release to such Optionee, provided, however, that the
Trustee shall not so release any such Options and/or shares of Common Stock to
such Optionee unless, prior to, or concurrently with, such release, the latter
provides the Trustee with evidence, satisfactory in form and substance to the
Trustee, that all taxes, if any, required to be paid upon such release have, in
fact, been paid.


 


(e) Alternatively, from and after the Release Date, upon the written
instructions of the Optionee to sell any shares of Common Stock issued upon
exercise of Options, the Trustee shall use its best efforts to effect such sale
and shall transfer such shares to the purchaser thereof concurrently with the
receipt, or after having made suitable arrangements to secure the payment of
the proceeds, of the purchase price in such transaction. The Trustee shall
withhold from such proceeds any and all taxes required to be paid in respect of
such sale, shall remit the amount so withheld to the appropriate tax
authorities, and shall pay the balance thereof directly to the Optionee (after
deducting its costs as provided hereunder), reporting to such Optionee and to
the Company the amount so withheld and paid to said tax authorities.


 


(f) Should the Trustee sell shares of Common Stock at the request of
the Optionee, the Optionee shall pay the Trustee for its services and expenses
incurred with respect to such sale of shares, and the Trustee will be entitled
to withhold such amounts and pay the balance thereof to said Optionee.


 


12.           Dividend and Voting Rights.


 


All Common Stock issued upon the exercise of Options granted under the
Plan shall entitle the Optionee to all the rights attached to the Common Stock
of the


 


8

















 


Company, including the right to receive dividends with respect thereto
and to vote the same at any meeting of the stockholders of the Company.
Notwithstanding the above, for so long as the Common Stock is held by the
Trustee on behalf of an Optionee, the dividends paid or distributed with
respect thereto shall be remitted to the Trustee for the benefit of such
Optionee, and the Trustee and/or the Optionee shall not be entitled to vote and
participate in any meeting of the shareholders of the Company.


 


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


 


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


 


(b)                 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its sole discretion may provide for an Optionee to have
the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable, which
exercise may, in the discretion of the Administrator, be made subject to and
conditioned upon the consummation of such proposed transaction. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate upon the consummation of such proposed
action.


 


9

















 


(c)                 Merger or Asset Sale. In the event of a merger of the Parent with or
into another corporation, or the sale of all or substantially all of the assets
or securities of the Parent the portion of each outstanding Option that would
have become exercisable at the end of the first anniversary after such merger
or sale shall become exercisable immediately before the completion of such
merger or sale if the Optionee is an Employee at such time, and the remaining
unvested portion of each outstanding Option and shall be assumed or an
equivalent option or right substituted by the successor corporation or a parent
or subsidiary of the successor corporation on terms that provide for a twelve
month acceleration of the vesting schedule of such Options. For the purposes of
this paragraph, the Option shall be considered assumed if, following the merger
or sale of assets or securities, the option or right confers the right to purchase
or receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets or securities, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets or securities by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets or securities is not solely common stock of the
successor corporation or its parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon
the exercise of the Option, for each Share of Optioned Stock subject to the
Option, to be solely common stock of the successor corporation or its parent
equal in Fair Market Value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.


 


14.           Time of Granting Options. Options may be granted at any time after the
passage of thirty (30) days following the delivery by the Company to the
Israeli income tax authorities of this Plan for their approval. The date of
grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such other date
as is determined by the Administrator. Notice of the determination shall be
given to each Optionee to whom an Option is so granted within a reasonable time
after the date of such grant.


 


15.           Amendment and Termination of the Plan.


 


(a)                 Amendment and Termination. The Board may at any time amend, alter, suspend
or terminate the Plan.


 


(b)                 Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless
mutually agreed otherwise between the Optionee and the Administrator, which
agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers


 


10

















 


granted to it hereunder with respect to
Options granted under the Plan prior to the date of such termination.


 


16.        Conditions Upon Issuance of Shares.


 


(a)                    Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance. 


 


(b)                    Investment Representations. As a condition to the exercise of an Option, the
Administrator may require the person exercising such Option: (a) to represent
and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is necessary or desirable, (b) and to make such other
representations, warranties and covenants as may be reasonably required to
comply with Applicable Laws.


 


17.           Indemnification. The Board, any Committee, the Administrator any member of them, and any
employees, advisory agents or affiliates, shall not be liable for any action,
omission, interpretation, construction or determination made in good faith in
connection with respect to this Plan, and the Company hereby agrees to
indemnify all such persons in respect of any claim, loss, damage or expense
(including reasonable counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law. Notwithstanding anything to the contrary in the foregoing, this indemnity
shall not apply to a person in his or her capacity as an Optionee under the
Plan.


 


18.           Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.


 


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


 


20.           Tax Consequences.


 


(a)     Any tax consequences to the Trustee, the Optionee or the Optionee’s
successors in interest arising from the grant or exercise of any Option, from
the payment for Shares upon exercise thereof or from any other event or act (of
the Company, the Trustee or the Optionee), hereunder, shall be borne solely by
the Optionee. The Company and/or the Trustee shall withhold taxes according to
the requirements under Applicable Laws, including withholding taxes at source.


 


11

















 


(b)     The Optionee shall agree to indemnify the Company and the Trustee and hold
them harmless against and from any and all liability for any such tax or
interest or penalty thereon, including without limitation, liabilities relating
to the necessity to withhold, or to have withheld, any such tax from any
payment made to the Optionee.


 


(c)     The Administrator, the Company and/or the Trustee shall not be required to
release any Share certificate to an Optionee until all required payments have
been fully made.


 


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