EX-10.1






IXYS Corporation




1999 Equity Incentive Plan




Adopted May 7, 1999

Approved By Stockholders November 19, 1999

Termination Date: May 6, 2009




1. Purposes.



(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.



(b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible
recipients of Stock Awards may be given an opportunity to benefit from increases in value of the
Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii)
Nonstatutory Stock Options, (iii) stock appreciation rights, (iv) stock bonuses, (v) rights to
acquire restricted stock and (vi) Restricted Stock Units.



(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the
group of persons eligible to receive Stock Awards, to secure and retain the services of new members
of this group and to provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.



2. Definitions.



(a) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of
the Code.



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



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



(d) “Committee” means a committee appointed by the Board in accordance with subsection 3(c).



(e) “Common Stock” means the common stock of the Company.



(f) “Company” means IXYS Corporation, a Delaware corporation.



(g) “Consultant” means any person, including an advisor, (1) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or (2)
who is a member of the Board of Directors of an Affiliate. However, the term “Consultant” shall
not include either Directors of the Company who are not compensated by the Company for their
services as Directors or Directors of the Company who are merely paid a director’s fee by the
Company for their services as Directors.



(h) “Continuous Service” means that the Participant’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The
Participant’s Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant’s Continuous
Service. For example, a change in status from an Employee of the Company to a Consultant of an
Affiliate or a Director of the Company will not constitute an interruption of Continuous Service.
The Board or the chief executive officer of the Company, in that party’s sole discretion, may
determine whether Continuous Service shall be considered interrupted in the case of any leave of
absence approved by that party, including sick leave, military leave or any other personal leave.



(i) “Covered Employee” means the chief executive officer and the four (4) other highest
compensated officers of the Company for whom total compensation is required to be reported to
stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.



(j) “Director” means a member of the Board of Directors of the Company.



(k) “Disability” means the inability of a person, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of that person’s position with the Company
or an Affiliate of the Company because of the sickness or injury of the person.



(l) “Employee” means any person employed by the Company or an Affiliate. Mere service as a
Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to
constitute “employment” by the Company or an Affiliate.



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



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



(i) 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 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.



(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board.



(o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated thereunder.



(p) “Non-Employee Director” means a Director of the Company who either (i) is not a current
Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation
(directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as to which disclosure
would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities
Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which
disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business
relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii)
is otherwise considered a “non-employee director” for purposes of Rule 16b-3.



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



(r) “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.



(s) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant
to the Plan.



(t) “Option Agreement” means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.



(u) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.



(v) “Outside Director” means a Director of the Company who either (i) is not a current
employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations
promulgated under Section 162(m) of the Code), is not a former employee of the Company or an
“affiliated corporation” receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any
time and is not currently receiving direct or indirect remuneration from the Company or an
“affiliated corporation” for services in any capacity other than as a Director or (ii) is otherwise
considered an “outside director” for purposes of Section 162(m) of the Code.



(w) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Stock Award.



(x) “Plan” means this IXYS Corporation 1999 Equity Incentive Plan.



(y) “Restricted Stock Unit” means a right to receive a share of Common Stock that is granted
pursuant to the terms and conditions of Section 7(d).



(z) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule
16b-3, as in effect from time to time.



(aa) “Securities Act” means the Securities Act of 1933, as amended.



(bb) “Stock Award” means any right granted under the Plan, including an Option, a stock
appreciation right, a stock bonus, a right to acquire restricted stock and a Restricted Stock Unit.



(cc) “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.



(dd) “Ten Percent Stockholder” means a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its Affiliates.



3. Administration.



(a) Administration by Board. The Board will administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).



(b) Powers of Board. The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:



(i) 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; what type or combination of
types of Stock Award shall be granted; 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.



(ii) 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.



(iii) To amend the Plan or a Stock Award as provided in Section l2.



(iv) 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.



(c) Delegation to Committee.



(i) General. The Board may delegate administration of the Plan to a Committee or Committees
of one or more members of the Board, and the term “Committee” shall apply to any person or persons
to whom such authority has been delegated. 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, including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), 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.



(ii) Committee Composition when Common Stock is Publicly Traded. At such time as the Common
Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or
more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the
Board or the Committee may (i) delegate to a committee of one or more members of the Board who are
not Outside Directors, the authority to grant Stock Awards to eligible persons who are either (a)
not then Covered Employees and are not expected to be Covered Employees at the time of recognition
of income resulting from such Stock Award or (b) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one or more
members of the Board who are not Non-Employee Directors the authority to grant Stock Awards to
eligible persons who are not then subject to Section 16 of the Exchange Act.



4. Shares Subject to the Plan.



(a) Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall not exceed in the
aggregate two million (2,000,000) shares of Common Stock plus an annual increase to be added on the
first day of the Company’s fiscal year beginning in 2000 equal to the least of the following
amounts (i) 500,000 shares; (ii) three percent (3%) of the Company’s outstanding shares on such
date (rounded to the nearest whole share and calculated on a fully diluted basis, that is assuming
the exercise of all outstanding stock options and warrants to purchase common stock) or (iii) an
amount determined by the Board.



(b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in full (or vested in
the case of Restricted Stock), the stock not acquired under such Stock Award shall revert to and
again become available for issuance under the Plan. Shares subject to stock appreciation rights
exercised in accordance with the Plan shall not be available for subsequent issuance under the
Plan. If any Common Stock acquired pursuant to the exercise of an Option shall for any reason be
repurchased by the Company under an unvested share repurchase option provided under the Plan, the
stock repurchased by the Company under such repurchase option shall not revert to and again become
available for issuance under the Plan.



(c) Source of Shares. The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.



(d) Share Reserve Limitation. To the extent required by Section 260.140.45 of Title 10 of the
California Code of Regulations, the total number of shares of Common Stock issuable upon exercise
of all outstanding Options and the total number of shares of Common Stock provided for under any
stock bonus or similar plan of the Company shall not exceed the applicable percentage as calculated
in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the
California Code of Regulations, based on the shares of Common Stock of the Company that are
outstanding at the time the calculation is made.



5. Eligibility.



(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to
Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants.



(b) Ten Percent Stockholders.



(i) No Ten Percent Stockholder shall be eligible for the grant of an Incentive Stock Option
unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair
Market Value of the Common Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.



(ii) A Ten Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the
exercise price of such Option is at least (i) one hundred ten percent (110%) of the Fair Market
Value of the Common Stock at the date of grant or (ii) such lower percentage of the Fair Market
Value of the Common Stock at the date of grant as is permitted by Section 260.140.41 of Title 10 of
the California Code of Regulations at the time of the grant of the Option.



(iii) A Ten Percent Stockholder shall not be granted a restricted stock award unless the
purchase price of the restricted stock is at least (i) one hundred percent (100%) of the Fair
Market Value of the Common Stock at the date of grant or (ii) such lower percentage of the Fair
Market Value of the Common Stock at the date of grant as is permitted by Section 260.140.41 of
Title 10 of the California Code of Regulations at the time of the grant of the restricted stock
award.



(c) Section 162(m) Limitation. Subject to the provisions of Section 11 relating to
adjustments upon changes in stock, no employee shall be eligible to be granted Options and/or stock
appreciation rights covering more than one million five hundred thousand (l,500,000) shares of the
Common Stock during any calendar year.



(d) Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the
time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not
available to register either the offer or the sale of the Company’s securities to such Consultant
because of the nature of the services that the Consultant is providing to the Company, or because
the Consultant is not a natural person, or as otherwise provided by the rules governing the use of
Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another
manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not
require registration under the Securities Act in order to comply with the requirements of the
Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdiction.



6. Option Provisions.



Each Option shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and a separate certificate or certificates will be
issued for shares purchased on exercise of each type of Option. 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:



(a) Term. Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no
Option shall be exercisable after the expiration of ten (10) years from the date it was granted.



(b) Exercise Price of an Incentive Stock Option. Subject to the provisions of subsection 5(b)
regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be
granted with an exercise price lower than that set forth in the preceding sentence if such Option
is granted pursuant to an assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.



(c) Exercise Price of a Nonstatutory Stock Option. Subject to the provisions of subsection
5(b) regarding Ten Percent Stockholders, 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. Notwithstanding the foregoing, a Nonstatutory Stock
Option may be granted with an exercise price lower than that set forth in the preceding sentence if
such Option is granted pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.



(d) 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 at the time of the grant of the Option
(or subsequently in the case of a Nonstatutory Stock Option) by delivery to the Company of other
Common Stock, according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other Common Stock) with the Participant or in
any other form of legal consideration that may be acceptable to the Board; provided, however, that
at any time that the Company is incorporated in Delaware, payment of the Common Stock’s “par
value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment.



In the case of any deferred payment arrangement, interest shall be compounded 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.



(e) Transferability of an Incentive Stock Option. An Incentive Stock 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 Optionholder only by the Optionholder. Notwithstanding the foregoing
provisions of this subsection 6(e), the Optionholder 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 Optionholder, shall thereafter be entitled to exercise the Option.



(f) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall not be
transferable except by will or by the laws of descent and distribution and, to such further extent
as provided in the Option Agreement; provided, however, that in no event shall a Nonstatutory Stock
Option be transferable except as permitted by Section 260.140.41(d) of Title 10 of the California
Code of Regulations (as and if applicable) at the time of the grant of the Option, and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder. If the Nonstatutory
Stock Option does not provide for transferability, then the Nonstatutory Stock 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 Optionholder only by the Optionholder. Notwithstanding the foregoing
provisions of this subsection 6(f), the Optionholder 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 Optionholder, shall thereafter be entitled to exercise the Option.



(g) Vesting Generally. The total number of shares of Common Stock subject to an Option may,
but need not, vest and therefore become exercisable in periodic installments which may, but need
not, be equal. 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(g) are subject to any Option provisions governing the minimum number of shares as to
which an Option may be exercised.



(h) Minimum Vesting. Notwithstanding the foregoing subsection 6(g), to the extent that the
following restrictions on vesting are required by Section 260.140.41(f) of Title 10 of the
California Code of Regulations at the time of the grant of the Option, then:



(i) Options granted to an Employee who is not an Officer, Director or Consultant shall provide
for vesting of the total number of shares of Common Stock at a rate of at least twenty percent
(20%) per year over five (5) years from the date the Option was granted, subject to reasonable
conditions such as continued employment; and



(ii) Options granted to Officers, Directors or Consultants may be made fully exercisable,
subject to reasonable conditions such as continued employment, at any time or during any period
established by the Company.



(i) Termination of Continuous Service. In the event an Optionholder’s Continuous Service
terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise
his or her Option (to the extent that the Optionholder was entitled to exercise it as of 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 Optionholder’s Continuous Service (or such longer or
shorter period specified in the Option Agreement, which period shall not be less than thirty (30)
days for Options unless such termination is for cause), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified in the Option Agreement, the Option shall
terminate.



(j) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that
if the exercise of the Option following the termination of the Optionholder’s Continuous Service
(other than upon the Optionholder’s death or Disability) would be prohibited at any time solely
because the issuance of shares would violate the registration requirements under the Securities
Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option
set forth in subsection 6(a) or (ii) the expiration of a period of three (3) months after the
termination of the Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.



(k) Disability of Optionholder. In the event an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to
the extent that the Optionholder was entitled to exercise it as of the date of termination), but
only within such period of time ending on the earlier of (i) the date twelve (12) months following
such termination (or such longer or shorter period specified in the Option Agreement, which period
shall not be less than six (6) months) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or
her Option within the time specified herein, the Option shall terminate.



(l) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any)
specified in the Option Agreement after the termination of the Optionholder’s Continuous Service
for a reason other than death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise the Option as of the date of death) by the Optionholder’s estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or by a person designated
to exercise the option upon the Optionholder’s death pursuant to subsection 6(e) or 6(f), but only
within the period ending on the earlier of (1) the date eighteen (18) months following the date of
death (or such longer or shorter period specified in the Option Agreement, which period shall not
be less than six (6) months) or (2) the expiration of the term of such Option as set forth in the
Option Agreement. If, after death, the Option is not exercised within the time specified herein,
the Option shall terminate.



(m) Early Exercise. The Option may, but need not, include a provision whereby the
Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to
exercise the Option as to any part or all of the shares subject to the Option prior to the full
vesting of the Option. Any unvested shares so purchased may be subject to an unvested share
repurchase option in favor of the Company or to any other restriction the Board determines to be
appropriate.



(n) Re-Load Options. Without in any way limiting the authority of the Board to make or not to
make grants of Options hereunder, the Board shall have the authority (but not an obligation) to
include as part of any Option Agreement a provision entitling the Optionholder to a further Option
(a “Re-Load Option”) in the event the Optionholder exercises the Option evidenced by the Option
Agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with
this Plan and the terms and conditions of the Option Agreement. Any such Re-Load Option shall (i)
provide for a number of shares equal to the number of shares surrendered as part or all of the
exercise price of such Option; (ii) have an expiration date which is the same as the expiration
date of the Option the exercise of which gave rise to such Re-Load Option; and (iii) have an
exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Re-Load Option on the date of exercise of the original Option.
Notwithstanding the foregoing, a Re-Load Option shall be subject to the same exercise price and
term provisions heretofore described for Options under the Plan.



Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as
the Board may designate at the time of the grant of the original Option; provided, however, that
the designation of any Re-Load Option as an Incentive Stock Option shall be subject to the one
hundred thousand dollar ($100,000) annual limitation on exercisability of Incentive Stock Options
described in subsection 10(d) and in Section 422(d) of the Code. There shall be no Re-Load Options
on a Re-Load Option. Any such Re-Load Option shall be subject to the availability of sufficient
shares under subsection 4(a) and the “Section 162(m) Limitation” on the grants of Options under
subsection 5(c) and shall be subject to such other terms and conditions as the Board may determine
which are not inconsistent with the express provisions of the Plan regarding the terms of Options.



7. Provisions of Stock Awards other than Options.



(a) Stock Bonus Awards. Each stock bonus agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The terms and conditions of stock
bonus agreements may change from time to time, and the terms and conditions of separate stock bonus
agreements need not be identical, but each stock bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:



(i) Consideration. A stock bonus shall be awarded in consideration for past services actually
rendered to the Company for its benefit.



(ii) Vesting. Shares of Common Stock awarded under the stock bonus agreement may, but need
not, be subject to a share repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board.



(iii) Termination of Participant’s Continuous Service. In the event a Participant’s
Continuous Service terminates, the Company may reacquire any or all of the shares of Common Stock
held by the Participant which have not vested as of the date of termination under the terms of the
stock bonus agreement.



(iv) Transferability. Rights to acquire shares of Common Stock under the stock bonus
agreement shall not be transferable except by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Participant only by the Participant.



(b) Restricted Stock Awards. Each restricted stock purchase agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate. The terms and
conditions of the restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate restricted stock purchase agreements need not be identical, but each
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:



(i) Purchase Price. Subject to the provisions of subsection 5(b) regarding Ten Percent
Stockholders, the purchase price under each restricted stock purchase agreement shall be such
amount as the Board shall determine and designate in such restricted stock purchase agreement. For
restricted stock awards, the purchase price shall not be less than eighty-five percent (85%) of the
stock’s Fair Market Value on the date such award is made or at the time the purchase is
consummated.



(ii) Consideration. The purchase price of stock acquired pursuant to the restricted stock
purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the
discretion of the Board, according to a deferred payment or other arrangement with the Participant;
or (iii) in any other form of legal consideration that may be acceptable to the Board in its
discretion; provided, however, that at any time that the Company is incorporated in Delaware,
payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law,
shall not be made by deferred payment.



(iii) Vesting. Shares of Common Stock acquired under the restricted stock purchase agreement
may, but need not, be subject to a share repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board.



(iv) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous
Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of
Common Stock held by the Participant which have not vested as of the date of termination under the
terms of the restricted stock purchase agreement.



(v) Transferability. Rights to acquire shares of Common Stock under the restricted stock
purchase agreement shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant only by the
Participant.



(c) Stock Appreciation Rights.



(i) Authorized Rights. The following three types of stock appreciation rights shall be
authorized for issuance under the Plan:



(1) Tandem Rights. A “Tandem Right” means a stock appreciation right granted appurtenant to
an Option which is subject to the same terms and conditions applicable to the particular Option
grant to which it pertains with the following exceptions: The Tandem Right shall require the
holder to elect between the exercise of the underlying Option for shares of Common Stock and the
surrender, in whole or in part, of such Option for an appreciation distribution. The appreciation
distribution payable on the exercised Tandem Right shall be in cash (or, if so provided, in an
equivalent number of shares of Common Stock based on Fair Market Value on the date of the Option
surrender) in an amount up to the excess of (A) the Fair Market Value (on the date of the Option
surrender) of the number of shares of Common Stock covered by that portion of the surrendered
Option in which the Optionholder is vested over (B) the aggregate exercise price payable for such
vested shares.



(2) Concurrent Rights. A “Concurrent Right” means a stock appreciation right granted
appurtenant to an Option which applies to all or a portion of the shares of Common Stock subject to
the underlying Option and which is subject to the same terms and conditions applicable to the
particular Option grant to which it pertains with the following exceptions: A Concurrent Right
shall be exercised automatically at the same time the underlying Option is exercised with respect
to the particular shares of Common Stock to which the Concurrent Right pertains. The appreciation
distribution payable on the exercised Concurrent Right shall be in cash (or, if so provided, in an
equivalent number of shares of Common Stock based on Fair Market Value on the date of the exercise
of the Concurrent Right) in an amount equal to such portion as determined by the Board at the time
of the grant of the excess of (A) the aggregate Fair Market Value (on the date of the exercise of
the Concurrent Right) of the vested shares of Common Stock purchased under the underlying Option
which have Concurrent Rights appurtenant to them over (B) the aggregate exercise price paid for
such shares.



(3) Independent Rights. An “Independent Right” means a stock appreciation right granted
independently of any Option but which is subject to the same terms and conditions applicable to a
Nonstatutory Stock Option with the following exceptions: An Independent Right shall be denominated
in share equivalents. The appreciation distribution payable on the exercised Independent Right
shall be not greater than an amount equal to the excess of (a) the aggregate Fair Market Value (on
the date of the exercise of the Independent Right) of a number of shares of Company stock equal to
the number of share equivalents in which the holder is vested under such Independent Right, and
with respect to which the holder is exercising the Independent Right on such date, over (b) the
aggregate Fair Marker Value (on the date of the grant of the Independent Right) of such number of
shares of Company stock. The appreciation distribution payable on the exercised Independent Right
shall be in cash or, if so provided, in an equivalent number of shares of Common Stock based on
Fair Market Value on the date of the exercise of the Independent Right.



(ii) Relationship to Options. Stock appreciation rights appurtenant to Incentive Stock
Options may be granted only to Employees. The “Section 162(m) Limitation” provided in subsection
5(c) and any authority to reprice Options shall apply as well to the grant of stock appreciation
rights.



(iii) Exercise. To exercise any outstanding stock appreciation right, the holder shall
provide written notice of exercise to the Company in compliance with the provisions of the Stock
Award Agreement evidencing such right. Except as provided in subsection 5(c) regarding the
“Section 162(m) Limitation,” no limitation shall exist on the aggregate amount of cash payments
that the Company may make under the Plan in connection with the exercise of a stock appreciation
right.



(d) Restricted Stock Units. Each Restricted Stock Unit agreement shall be in such form and
shall contain such terms and conditions as the Board shall determine. The terms and conditions of
each grant of an award of Restricted Stock Units may change from time to time, and the terms and
conditions of separate Restricted Stock Unit awards (and their Stock Award Agreements) need not be
identical; provided, however, that each Stock Award Agreement for a Restricted Stock Unit award
shall include (through incorporation of the provisions hereof by reference in the agreement or
otherwise) the substance of each of the following provisions:



(i) Award. Each Restricted Stock Unit award shall constitute the agreement by the Company to
issue or transfer shares of Common Stock to the Participant in the future in consideration of the
performance of services and such other requirements and conditions as determined by the Board and
described in the Stock Award Agreement.



(ii) Consideration. At the time of grant of a Restricted Stock Unit award, the Board will
determine the consideration, if any, to be paid by the Participant upon delivery of each share of
Common Stock subject to the Restricted Stock Unit award. To the extent required by applicable law,
the consideration to be paid by the Participant for each share of Common Stock subject to a
Restricted Stock Unit award will not be less than the par value of a share of Common Stock. Such
consideration may be paid in any form permitted under applicable law, including the performance of
services prior to the grant or during the vesting period of the Restricted Stock Unit award.



(iii) Vesting. At the time of the grant of a Restricted Stock Unit award, the Board may
impose such restrictions or conditions to the vesting of the Restricted Stock Units as it deems
appropriate.



(iv) Delivery. At the time of grant of the Restricted Stock Unit award the Board shall
specify the time or times upon which the shares of Common Stock shall be delivered to the
Participant.



(v) Payment. A Restricted Stock Unit award may be settled by the delivery of shares of Common
Stock. Each Restricted Stock Unit subject to the Restricted Stock Unit award shall entitle the
Participant to a share of Common Stock after satisfaction of any vesting requirements and any other
restrictions provided for in the Stock Award Agreement.



(vi) Additional Restrictions. At the time of the grant of a Restricted Stock Unit award, the
Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery
of the shares of Common Stock subject to a Restricted Stock Unit award after the vesting of such
award.



(vii) Transferability. Except as otherwise provide for in the Stock Award Agreement, rights
to acquire shares of Common Stock under the Restricted Stock Unit award shall not be transferable
except by will or by the laws of descent and distribution.



(viii) Termination of Participant’s Continuous Service. Except as otherwise provided in the
applicable Restricted Stock Unit award agreement, Restricted Stock Units that have not vested will
be forfeited upon the Participant’s termination of Continuous Service for any reason.



8. Covenants of the Company.



(a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of Common Stock required to satisfy such Stock Awards.



(b) Securities Law Compliance. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant
Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;
provided, however, that this undertaking shall not require the Company to register under the
Securities Act 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.



9. Use of Proceeds from Stock.



Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the
Company.



10. Miscellaneous.



(a) Acceleration of Exercisability and Vesting. 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 in accordance with the Plan, 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.



(b) Stockholder Rights. No Participant 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 Participant has satisfied all requirements for exercise of the Stock Award pursuant to its
terms.



(c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed or
Stock Award granted pursuant thereto shall confer upon any Participant or other holder of Stock
Awards any right to continue to serve the Company or an Affiliate in the capacity in effect at the
time the Stock Award was granted or shall affect the right of the Company or an Affiliate to
terminate (i) the employment of an Employee with or without notice and with or without cause, (ii)
the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an
Affiliate, and any applicable provisions of the corporate law of the state in which the Company or
the Affiliate is incorporated, as the case may be.



(d) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market
Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionholder during any calendar year (under all plans of the
Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they were granted) shall
be treated as Nonstatutory Stock Options.



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



(f) Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement,
the Participant 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 (in addition to
the Company’s right to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means: (i) tendering a cash payment; (ii) 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 (iii) delivering to the
Company owned and unencumbered shares of the Common Stock.



(g) Information Obligation. The Company shall deliver copies of any publicly available
material to any Participant who requests such material.



11. Adjustments upon Changes in Stock.



(a) Capitalization Adjustments. 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 maximum
number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of
securities subject to award to any person pursuant to subsection 5(c), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities and price per share
of stock subject to such outstanding Stock Awards. Such adjustments shall be made by the Board,
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 “without receipt of
consideration” by the Company.)



(b) Change in Control—Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then such Stock Awards shall be terminated if not exercised (if
applicable) prior to such event.



(c) Change in Control—Asset Sale, Merger, Consolidation or Reverse Merger. In the event of
(1) a sale of substantially all of the assets of the Company, (2) a merger or consolidation in
which the Company is not the surviving corporation or (3) a reverse merger in which the Company is
the surviving corporation but the shares of 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 any surviving corporation or acquiring corporation shall assume
any Stock Awards outstanding under the Plan or shall substitute similar stock awards (including an
award to acquire the same consideration paid to the stockholders in the transaction described in
this subsection 11(c)) for those outstanding under the Plan. In the event any surviving
corporation or acquiring corporation refuses to assume such Stock Awards or to substitute similar
stock awards for those outstanding under the Plan, then with respect to Stock Awards held by
Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if
applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full,
and the Stock Awards shall terminate if not exercised (if applicable) at or prior to such event.
With respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall
terminate if not exercised (if applicable) prior to such event.



(d) Change in Control—Securities Acquisition. In the event of an acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
successor provisions (excluding any employee benefit plan, or related trust, sponsored or
maintained by the Company or an Affiliate) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the
Company representing at least fifty percent (50%) of the combined voting power entitled to vote in
the election of directors, then with respect to Stock Awards held by Participants whose Continuous
Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during
which such Stock Awards may be exercised) shall be accelerated in full; provided, however, that
such acceleration shall not occur if the acquisition described in this subsection 11(d) is the
result of or constitutes a transaction of the sort described in subsection 11(c) above, in which
case the provisions of subsection 11(c) shall apply.



(e) Change in Control—Change in Incumbent Board. In the event that the individuals who, as
of the date of the adoption of this Plan, are members of the Board (the “Incumbent Board”), cease
for any reason to constitute at least fifty percent (50%) of the Board, then with respect to Stock
Awards held by persons whose Continuous Service has not terminated, the vesting of such Stock
Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be
accelerated in full; provided, however, that such acceleration shall not occur if such change in
the Incumbent Board occurs solely as a result of and/or following a transaction of the sort
described in subsection 11(c) above, in which case the provisions of subsection 11(c) shall apply.
If the election, or nomination for election, by the Company’s stockholders of any new director was
approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall
be considered as a member of the Incumbent Board.



12. Amendment of the Plan and Stock Awards.



(a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule
16b-3 or any Nasdaq or securities exchange listing requirements.



(b) Stockholder Approval. The Board may, in its sole discretion, submit any other amendment
to the Plan for stockholder approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder
regarding the exclusion of performance-based compensation from the limit on corporate deductibility
of compensation paid to certain executive officers.



(c) Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan
in any respect the Board deems necessary, or advisable to provide eligible Employees with the
maximum benefits provided or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.



(d) No Impairment of Rights. Rights 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 Participant and (ii) the Participant consents in writing.



(e) Amendment of Stock Awards. The Board at any time, and from time to time, may amend the
terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award
shall not be impaired by any such amendment unless (i) the Company requests the consent of the
Participant and (ii) the Participant consents in writing.



13. Termination or Suspension of the Plan.



(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the
Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier.
No Stock Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.



(b) No Impairment of Rights. 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 Participant.



14. Effective Date of Plan.



The Plan shall become effective as determined by the Board, but no Stock Award shall be
exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.