Exhibit
      4.4

     

    BONDS.COM
      GROUP, INC.

     

    2006
      EQUITY PLAN

     

    (formerly
      the 2006 Equity Plan of Bonds Financial, Inc. adopted on August 15,
      2006)

     

    1. Purposes
      of the Plan.
      The
      purposes of this 2006 Equity Plan are to attract and retain the best available
      personnel for positions of substantial responsibility, to provide additional
      incentive to Employees 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 of an option and subject to the applicable provisions of Section
      422 of the Code and the regulations and interpretations promulgated thereunder.
      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 its Committee appointed pursuant to Section 4 of the
      Plan.

     

    (b) “Affiliate”
      means an
      entity other than a Subsidiary (as defined below) which, together with the
      Company, is under common control of a third person or entity.

     

    (c) “Applicable
      Laws”
      means
      the legal requirements relating to the administration of stock option and
      restricted stock purchase plans, including under applicable U.S. state corporate
      laws, U.S. federal and applicable state securities laws, other U.S. federal
      and
      state laws, the Code, any Stock Exchange rules or regulations and the applicable
      laws, rules and regulations of any other country or jurisdiction where Options
      or Stock Purchase Rights are granted under the Plan, as such laws, rules,
      regulations and requirements shall be in place from time to time.

     

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

     

    (e) “Cause”
      for
      termination of a Participant’s Continuous Service Status will exist if the
      Participant is terminated by the Company for any of the following reasons:
      (i)
      Participant’s willful failure substantially to perform his or her duties and
      responsibilities to the Company or deliberate violation of a Company policy;
      (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or
      any other willful misconduct that has caused or is reasonably expected to result
      in material injury to the Company; (iii) unauthorized use or disclosure by
      Participant of any proprietary information or trade secrets of the Company
      or
      any other party to whom the Participant owes an obligation of nondisclosure
      as a
      result of his or her relationship with the Company; or (iv) Participant’s
      willful breach of any of his or her obligations under any written agreement
      or
      covenant with the Company. The determination as to whether a Participant is
      being terminated for Cause shall be made in good faith by the Company and shall
      be final and binding on the Participant. The foregoing definition does not
      in
      any way limit the Company’s ability to terminate a Participant’s employment or
      consulting relationship at any time as provided in Section 5(d) below, and
      the
      term “Company” will be interpreted to include any Subsidiary, Parent or
      Affiliate, as appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) "Change
      of Control"
      means
      (1) a sale of all or substantially all of the Company’s assets, or (2) any
      merger, consolidation or other business combination transaction of the Company
      with or into another corporation, entity or person, other than a transaction
      in
      which the holders of at least a majority of the shares of voting capital stock
      of the Company outstanding immediately prior to such transaction continue to
      hold (either by such shares remaining outstanding or by their being converted
      into shares of voting capital stock of the surviving entity) a majority of
      the
      total voting power represented by the shares of voting capital stock of the
      Company (or the surviving entity) outstanding immediately after such
      transaction, or (3) the direct or indirect acquisition (including by way of
      a
      tender or exchange offer) by any person, or persons acting as a group, of
      beneficial ownership or a right to acquire beneficial ownership of shares
      representing a
      majority of
      the
      voting power of the then outstanding shares of capital stock of the
      Company.

     

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

     

    (h) “Committee”
      means
      one or more committees or subcommittees of the Board appointed by the Board
      to
      administer the Plan in accordance with Section 4 below.

     

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

     

    (j) “Company”
      means
      Bonds.com Group, Inc., a Delaware corporation.

     

    (k) “Consultant”
      means
      any person, including an advisor, who is engaged by the Company or any Parent,
      Subsidiary or Affiliate to render services and is compensated for such services,
      and any director of the Company whether compensated for such services or
      not.

     

    (l) “Continuous
      Service Status”
      means
      the absence of any interruption or termination of service as an Employee or
      Consultant. Continuous Service Status as an Employee or Consultant shall not
      be
      considered interrupted in the case of: (i) sick leave; (ii) military
      leave; (iii) any other leave of absence approved by the Administrator,
      provided that such leave is for a period of not more than ninety (90) days,
      unless reemployment upon the expiration of such leave is guaranteed by contract
      or statute, or unless provided otherwise pursuant to Company policy adopted
      from
      time to time; or (iv) in the case of transfers between locations of the
      Company or between the Company, its Parents, Subsidiaries, Affiliates or their
      respective successors. A change in status from an Employee to a Consultant
      or
      from a Consultant to an Employee will not constitute an interruption of
      Continuous Service Status.

     

    (m) “Corporate
      Transaction”
      means a
      sale of all or substantially all of the Company’s assets, or a merger,
      consolidation or other capital reorganization or business combination
      transaction of the Company with or into another corporation, entity or person,
      or the direct or indirect acquisition (including by way of a tender or exchange
      offer) by any person, or persons acting as a group, of beneficial ownership
      or a
      right to acquire beneficial ownership of shares representing a
      majority of
      the
      voting power of the then outstanding shares of capital stock of the
      Company.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

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

     

    (o) “Employee”
      means
      any person employed by the Company or any Parent, Subsidiary or Affiliate,
      with
      the status of employment determined based upon such factors as are deemed
      appropriate by the Administrator in its discretion, subject to any requirements
      of the Code or the Applicable Laws. The payment by the Company of a director’s
      fee to a Director shall not be sufficient to constitute “employment” of such
      Director by the Company.

     

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

     

    (q) “Fair
      Market Value”
      means,
      as of any date, the fair market value of the Common Stock, as determined by
      the
      Administrator in good faith on such basis as it deems appropriate and applied
      consistently with respect to Participants. Whenever possible, the determination
      of Fair Market Value shall be based upon the closing price for the Shares as
      reported in the Wall
      Street Journal
      for the
      applicable date. 

     

    (r) “Incentive
      Stock Option”
      means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code, as designated in the applicable Option
      Agreement.

     

    (s)
       “Listed
      Security”
means
      any security of the Company that is listed or approved for listing on a national
      securities exchange or designated or approved for designation as a national
      market system security on an interdealer quotation system by the National
      Association of Securities Dealers, Inc.

     

    (t) “Named
      Executive”
      means
      any
      individual who, on the last day of the Company’s fiscal year, is the chief
      executive officer of the Company (or is acting in such capacity) or among the
      four most highly compensated officers of the Company (other than the chief
      executive officer). Such officer status shall be determined pursuant to the
      executive compensation disclosure rules under the Exchange Act.

     

    (u) “Nonstatutory
      Stock Option”
      means an
      Option not intended to qualify as an Incentive Stock Option, as designated
      in
      the applicable Option Agreement.

     

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

     

    (w) “Option
      Agreement”
      means a
      written document, the form(s) of which shall be approved from time to time
      by
      the Administrator, reflecting the terms of an Option granted under the Plan
      and
      includes any documents attached to or incorporated into such Option Agreement,
      including, but not limited to, a notice of stock option grant and a form of
      exercise notice.

     

    (x) “Option
      Exchange Program”
      means a
      program approved by the Administrator whereby outstanding Options are exchanged
      for Options with a lower exercise price or are amended to decrease the exercise
      price as a result of a decline in the Fair Market Value of the Common
      Stock.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

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

     

    (z) “Optionee”
      means an
      Employee or Consultant who receives an Option.

     

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

     

    (bb) “Participant”
      means
      any holder of one or more Options or Stock Purchase Rights, or the Shares
      issuable or issued upon exercise of such awards, under the Plan.

     

    (cc) “Plan”
      means
      this 2006 Equity Plan.

     

    (dd) “Reporting
      Person”
      means an
      officer, Director, or greater than ten percent stockholder of the Company within
      the meaning of Rule 16a-2 under the Exchange Act, who is required to file
      reports pursuant to Rule 16a-3 under the Exchange Act.

     

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

     

    (ff) “Restricted
      Stock Purchase Agreement”
      means a
      written document, the form(s) of which shall be approved from time to time
      by
      the Administrator, reflecting the terms of a Stock Purchase Right granted under
      the Plan and includes any documents attached to such agreement.

     

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

     

    (hh) “Share”
      means a
      share of the Common Stock, as adjusted in accordance with Section 14 of the
      Plan.

     

    (ii) “Stock
      Exchange”
      means
      any stock exchange or consolidated stock price reporting system on which prices
      for the Common Stock are quoted at any given time.

     

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

     

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

     

    (ll) “Ten
      Percent Holder”
      means a
      person who 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.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    3. Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 14 of the Plan, the maximum aggregate number of
      Shares that may be sold under the Plan is 3,133,825
      shares of Common Stock. The
      Shares may be authorized, but unissued, or reacquired Common Stock. If an award
      should expire or become unexercisable for any reason without having been
      exercised in full, or is surrendered pursuant to an Option Exchange Program,
      the
      unpurchased Shares that were subject thereto shall, unless the Plan shall have
      been terminated, become available for future grant under the Plan. In addition,
      any Shares of Common Stock which are retained by the Company upon exercise
      of an
      award in order to satisfy the exercise or purchase price for such award or
      any
      withholding taxes due with respect to such exercise or purchase shall be treated
      as not issued and shall continue to be available under the Plan. Shares issued
      under the Plan and later repurchased by the Company pursuant to any repurchase
      right which the Company may have shall be available for future grant under
      the
      Plan. 

     

    4. Administration
      of the Plan.

     

    (a) General.
      The Plan
      shall be administered by the Board or a Committee, or a combination thereof,
      as
      determined by the Board. The Plan may be administered by different
      administrative bodies with respect to different classes of Participants and,
      if
      permitted by the Applicable Laws, the Board may authorize one or more officers
      to make awards under the Plan.

     

    (b) Committee
      Composition.
      If
      a
      Committee has been appointed pursuant to this Section 4, such Committee shall
      continue to serve in its designated capacity until otherwise directed by the
      Board. From time to time the Board may increase the size of any Committee and
      appoint additional members thereof, remove members (with or without cause)
      and
      appoint new members in substitution therefor, fill vacancies (however caused)
      and remove all members of a Committee and thereafter directly administer the
      Plan, all to the extent permitted by the Applicable Laws and, in the case of
      a
      Committee administering the Plan in accordance with the requirements of Rule
      16b-3 or Section 162(m) of the Code, to the extent permitted or required by
      such
      provisions. The Committee shall in all events conform to any requirements of
      the
      Applicable Laws.

     

    (c) 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, the Administrator shall have
      the authority, in its discretion:

     

    (i) to
      determine the Fair Market Value of the Common Stock, in accordance with Section
      2(q) of the Plan, provided that such determination shall be applied consistently
      with respect to Participants under the Plan;

     

    (ii) to
      select
      the Employees and Consultants to whom Plan awards may from time to time be
      granted;

     

    (iii) to
      determine whether and to what extent Plan awards are granted;

     

    (iv) to
      determine the number of Shares of Common Stock to be covered by each award
      granted;

     

    (v) to
      approve the form(s) of agreement(s) used under the Plan;

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (vi) to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any award granted hereunder, which terms and conditions include but are
      not
      limited to the exercise or purchase price, the time or times when awards may
      be
      exercised (which may be based on performance criteria), any vesting acceleration
      or waiver of forfeiture restrictions, any pro rata adjustment to vesting as
      a
      result of a Participant’s transitioning from full- to part-time service (or vice
      versa), and any restriction or limitation regarding any Option, Optioned Stock,
      Stock Purchase Right or Restricted Stock, based in each case on such factors
      as
      the Administrator, in its sole discretion, shall determine;

     

    (vii) to
      determine whether and under what circumstances an Option may be settled in
      cash
      under Section 10(c) instead of Common Stock;

     

    (viii) to
      implement an Option Exchange Program on such terms and conditions as the
      Administrator in its discretion deems appropriate, provided that no amendment
      or
      adjustment to an Option that would materially and adversely affect the rights
      of
      any Optionee shall be made without the prior written consent of the
      Optionee;

     

    (ix) to
      adjust
      the vesting of an Option held by an Employee or Consultant as a result of a
      change in the terms or conditions under which such person is providing services
      to the Company;

     

    (x) to
      construe and interpret the terms of the Plan and awards granted under the Plan,
      which constructions, interpretations and decisions shall be final and binding
      on
      all Participants; and

     

    (xi) in
      order
      to fulfill the purposes of the Plan and without amending the Plan, to modify
      grants of Options or Stock Purchase Rights to Participants who are foreign
      nationals or employed outside of the United States in order to recognize
      differences in local law, tax policies or customs.

     

    5. Eligibility.

     

    (a) Recipients
      of Grants.
      Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees
      and Consultants. Incentive Stock Options may be granted only to Employees,
      provided that Employees of Affiliates shall not be eligible to receive Incentive
      Stock Options.

     

    (b) Type
      of Option.
      Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option.

     

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

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (d) No
      Employment Rights.
      The
      Plan
      shall not confer upon any Participant any right with respect to continuation
      of
      an employment or consulting relationship with the Company, nor shall it
      interfere in any way with such Participant’s right or the Company’s right to
      terminate the employment or consulting relationship at any time for any
      reason.

     

    6. Term
      of Plan.
      The Plan
      shall become effective upon its adoption by the Board of Directors. It shall
      continue in effect for a term of ten (10) years unless sooner terminated under
      Section 16 of the Plan.

     

    7. Term
      of Option.
      The term
      of each Option shall be the term stated in the Option Agreement; provided that
      the term shall be no more than ten years from the date of grant thereof or
      such shorter term as may be provided in the Option Agreement and provided
      further that, in the case of an Incentive Stock Option granted to a person
      who
      at the time of such grant is a Ten Percent Holder, the term of the Option shall
      be five years from the date of grant thereof or such shorter term as may be
      provided in the Option Agreement.

     

    8. [Reserved]

     

    9. Option
      Exercise Price and Consideration.

     

    (a) Exercise
      Price.
      The per
      Share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be such price as is determined by the Administrator and set forth
      in the Option Agreement, but shall be subject to the following:

     

    (i) In
      the
      case of an Incentive Stock Option

     

    (A) granted
      to an Employee who at the time of grant is a Ten Percent Holder, the per Share
      exercise price shall be no less than 110% of the Fair Market Value per Share
      on
      the date of grant; or

     

    (B) 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.

     

    (ii) In
      the
      case of a Nonstatutory Stock Option

     

    (A) granted
      on any date on which the Common Stock is not a Listed Security to a person
      who
      is at the time of grant is a Ten Percent Holder, the per Share exercise price
      shall be no less than 110% of the Fair Market Value per Share on the date of
      grant if required by the Applicable Laws and, if not so required, shall be
      such
      price as is determined by the Administrator;

     

    (B) granted
      on any date on which the Common Stock is not a Listed Security to any other
      eligible person, the per Share exercise price shall be no less than 85% of
      the
      Fair Market Value per Share on the date of grant if required by the Applicable
      Laws and, if not so required, shall be such price as is determined by the
      Administrator; or

     

    (C) granted
      on any date on which the Common Stock is a Listed Security to any eligible
      person, the per share Exercise Price shall be such price as determined by the
      Administrator provided that if such eligible person is, at the time of the
      grant
      of such Option, a Named Executive of the Company, the per share Exercise Price
      shall be no less than 100% of the Fair Market Value on the date of grant if
      such
      Option is intended to qualify as performance-based compensation under Section
      162(m) of the Code.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (iii) Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price other
      than
      as required above pursuant to a merger or other corporate
      transaction.

     

    (b) Permissible
      Consideration.
      The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Administrator (and,
      in the case of an Incentive Stock Option, shall be determined at the time of
      grant) and may consist entirely of (1) cash; (2) check;
      (3) subject to any requirements of the Applicable Laws (including without
      limitation Section 153 of the Delaware General Corporation Law), delivery of
      Optionee’s promissory note having such recourse, interest, security and
      redemption provisions as the Administrator determines to be appropriate after
      taking into account the potential accounting consequences of permitting an
      Optionee to deliver a promissory note; (4) cancellation of indebtedness;
      (5) other Shares that have a Fair Market Value on the date of surrender equal
      to
      the aggregate exercise price of the Shares as to which the Option is exercised,
      provided that in the case of Shares acquired, directly or indirectly, from
      the
      Company, such Shares must have been owned by the Optionee for more than six
      months on the date of surrender (or such other period as may be required to
      avoid the Company’s incurring an adverse accounting charge); (6) if, as of
      the date of exercise of an Option the Company then is permitting employees
      to
      engage in a “same-day sale” cashless brokered exercise program involving one or
      more brokers, through such a program that complies with the Applicable Laws
      (including without limitation the requirements of Regulation T and other
      applicable regulations promulgated by the Federal Reserve Board) and that
      ensures prompt delivery to the Company of the amount required to pay the
      exercise price and any applicable withholding taxes; or (7) 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 acceptance of
      such
      consideration may be reasonably expected to benefit the Company and the
      Administrator may, in its sole discretion, refuse to accept a particular form
      of
      consideration at the time of any Option exercise.

     

    10. Exercise
      of Option.

     

    (a) General.
      

     

    (i) Exercisability.
      Any
      Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Administrator, consistent with the term of
      the
      Plan and reflected in the Option Agreement, including vesting requirements
      and/or performance criteria with respect to the Company and/or the Optionee;
      provided however that, if required under the Applicable Laws, the Option (or
      Shares issued upon exercise of the Option) shall comply with the requirements
      of
      Section 260.140.41(f) and (k) of the Rules of the California Corporations
      Commissioner.

     

    (ii) Leave
      of Absence.
      The
      Administrator shall have the discretion to determine whether and to what extent
      the vesting of Options shall be tolled during any unpaid leave of absence.
      In
      the event of military leave, vesting shall toll during any unpaid portion of
      such leave, provided that, upon a Participant’s returning from military leave
      (under conditions that would entitle him or her to protection upon such return
      under the Uniform Services Employment and Reemployment Rights Act), he or she
      shall be given vesting credit with respect to Options to the same extent as
      would have applied had the Participant continued to provide services to the
      Company throughout the leave on the same terms as he or she was providing
      services immediately prior to such leave.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (iii) Minimum
      Exercise Requirements.
      An
      Option
      may not be exercised for a fraction of a Share. The Administrator may require
      that an Option be exercised as to a minimum number of Shares, provided that
      such
      requirement shall not prevent an Optionee from exercising the full number of
      Shares as to which the Option is then exercisable.

     

    (iv) Procedures
      for and Results of Exercise.
      An
      Option
      shall be deemed exercised when written notice of such exercise has been given
      to
      the Company in accordance with the terms of the Option by the person entitled
      to
      exercise the Option and the Company has received full payment for the Shares
      with respect to which the Option is exercised. Full payment may, as authorized
      by the Administrator, consist of any consideration and method of payment
      allowable under Section 9(b) of the Plan, provided that the Administrator
      may, in its sole discretion, refuse to accept any form of consideration at
      the
      time of any Option exercise.

     

    Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      that thereafter may be 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.

     

    (v) Rights
      as Stockholder.
      Until
      the
      issuance of the Shares (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 Optioned Stock, notwithstanding the exercise of the Option.
      No
      adjustment will be made for a dividend or other right for which the record
      date
      is prior to the date the stock certificate is issued, except as provided in
      Section 14 of the Plan.

     

    (b) Termination
      of Employment or Consulting Relationship.
      Except
      as otherwise set forth in this Section 10(b), the Administrator shall establish
      and set forth in the applicable Option Agreement the terms and conditions upon
      which an Option shall remain exercisable, if at all, following termination
      of an
      Optionee’s Continuous Service Status, which provisions may be waived or modified
      by the Administrator at any time. Unless the Administrator otherwise provides
      in
      the Option Agreement, to the extent that the Optionee is not vested in Optioned
      Stock at the date of termination of his or her Continuous Service Status, or
      if
      the Optionee (or other person entitled to exercise the Option) does not exercise
      the Option to the extent so entitled within the time specified in the Option
      Agreement or below (as applicable), the Option shall terminate and the Optioned
      Stock underlying the unexercised portion of the Option shall revert to the
      Plan.
      In no event may any Option be exercised after the expiration of the Option
      term
      as set forth in the Option Agreement (and subject to Section 7). 

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    The
      following provisions (1) shall apply to the extent an Option Agreement does
      not
      specify the terms and conditions upon which an Option shall terminate upon
      termination of an Optionee’s Continuous Service Status, and (2) establish the
      minimum post-termination exercise periods that may be set forth in an Option
      Agreement:

     

    (i) Termination
      other than Upon Disability or Death or for Cause.
      In
      the
      event of termination of Optionee’s Continuous Service Status other than under
      the circumstances set forth in subsections (ii) through (v) below,
      such Optionee may exercise an Option for 30 days following such termination
      to
      the extent the Optionee was vested in the Optioned Stock as of the date of
      such
      termination. No termination shall be deemed to occur and this Section 10(b)(i)
      shall not apply if (i) the Optionee is a Consultant who becomes an Employee,
      or
      (ii) the Optionee is an Employee who becomes a Consultant. 

     

    (ii) Disability
      of Optionee.
      In
      the
      event of termination of an Optionee’s Continuous Service Status as a result of
      his or her disability (including a disability within the meaning of Section
      22(e)(3) of the Code), such Optionee may exercise an Option at any time within
      six months following such termination to the extent the Optionee was vested
      in
      the Optioned Stock as of the date of such termination. 

     

    (iii) Death
      of Optionee.
      In the
      event of the death of an Optionee during the period of Continuous Service Status
      since the date of grant of the Option, or within thirty days following
      termination of Optionee’s Continuous Service Status, the Option may be exercised
      by Optionee’s estate or by a person who acquired the right to exercise the
      Option by bequest or inheritance at any time within twelve months following
      the
      date of death, but only to the extent the Optionee was vested in the Optioned
      Stock as of the date of death or, if earlier, the date the Optionee’s Continuous
      Service Status terminated.

     

    (iv) Termination
      for Cause.
      In the
      event of termination of an Optionee’s Continuous Service Status for Cause, any
      Option (including any exercisable portion thereof) held by such Optionee shall
      immediately terminate in its entirety upon first notification to the Optionee
      of
      termination of the Optionee’s Continuous Service Status. If an Optionee’s
      employment or consulting relationship with the Company is suspended pending
      an
      investigation of whether the Optionee shall be terminated for Cause, all the
      Optionee’s rights under any Option likewise shall be suspended during the
      investigation period and the Optionee shall have no right to exercise any
      Option. This Section 10(b)(iv) shall apply with equal effect to vested Shares
      acquired upon exercise of an Option granted on any date on which the Common
      Stock is not a Listed Security to a person other than an officer, Director
      or
      Consultant, in that the Company shall have the right to repurchase such Shares
      from the Participant upon the following terms: (A) the repurchase is made within
      90 days of termination of the Participant’s Continuous Service Status for Cause
      at the Fair Market Value of the Shares as of the date of termination, (B)
      consideration for the repurchase consists of cash or cancellation of purchase
      money indebtedness, and (C) the repurchase right terminates upon the effective
      date of the Company’s initial public offering of its Common Stock. With respect
      to vested Shares issued upon exercise of an Option granted to any officer,
      Director or Consultant, the Company’s right to repurchase such Shares upon
      termination of the Participant’s Continuous Service Status for Cause shall be
      made at the Participant’s original cost for the Shares and shall be effected
      pursuant to such terms and conditions, and at such time, as the Administrator
      shall determine. Nothing in this Section 10(b)(iv) shall in any way limit the
      Company’s right to purchase unvested Shares issued upon exercise of an Option as
      set forth in the applicable Option Agreement.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

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

     

    11. Stock
      Purchase Rights.

     

    (a) Rights
      to Purchase.
      When the
      Administrator determines that it will offer Stock Purchase Rights under the
      Plan, it shall advise the offeree in writing of the terms, conditions and
      restrictions related to the offer, including the number of Shares that such
      person shall be entitled to purchase, the price to be paid, and the time within
      which such person must accept such offer. In the case of a Stock Purchase Right
      granted prior to the date, if any, on which the Common Stock becomes a Listed
      Security and if required by the Applicable Laws at that time, the purchase
      price
      of Shares subject to such Stock Purchase Rights shall not be less than 85%
      of
      the Fair Market Value of the Shares as of the date of the offer, or, in the
      case
      of a Ten Percent Holder, the price shall not be less than 100% of the Fair
      Market Value of the Shares as of the date of the offer. If the Applicable Laws
      do not impose the requirements set forth in the preceding sentence and with
      respect to any Stock Purchase Rights granted after the date, if any, on which
      the Common Stock becomes a Listed Security, the purchase price of Shares subject
      to Stock Purchase Rights shall be as determined by the Administrator. The offer
      to purchase Shares subject to Stock Purchase Rights shall be accepted by
      execution of a Restricted Stock Purchase Agreement in the form determined by
      the
      Administrator.

     

    (b) Repurchase
      Option. 

     

    (i) General.
      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 the purchaser’s employment with the Company for any
      reason (including death or disability). Subject to any requirements of the
      Applicable Laws, the terms of the Company’s repurchase option (including without
      limitation the price at which, and the consideration for which, it may be
      exercised, and the events upon which it shall lapse) shall be as determined
      by
      the Administrator in its sole discretion and reflected in the Restricted Stock
      Purchase Agreement.

     

    (ii) Leave
      of Absence.
      The
      Administrator shall have the discretion to determine whether and to what extent
      the lapsing of Company repurchase rights shall be tolled during any unpaid
      leave
      of absence. In the event of military leave, the lapsing of Company repurchase
      rights shall toll during any unpaid portion of such leave, provided that, upon
      a
      Participant’s returning from military leave (under conditions that would entitle
      him or her to protection upon such return under the Uniform Services Employment
      and Reemployment Rights Act), he or she shall be given “vesting” credit with
      respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement
      to the same extent as would have applied had the Participant continued to
      provide services to the Company throughout the leave on the same terms as he
      or
      she was providing services immediately prior to such leave.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (iii) Termination
      for Cause.
      In the
      event of termination of a Participant’s Continuous Service Status for Cause, the
      Company shall have the right to repurchase from the Participant vested Shares
      issued upon exercise of a Stock Purchase Right granted to any person other
      than
      an officer, Director or Consultant prior to the date, if any, upon which the
      Common Stock becomes a Listed Security upon the following terms: (A) the
      repurchase must be made within 90 days of termination of the Participant’s
      Continuous Service Status for Cause at the Fair Market Value of the Shares
      as of
      the date of termination, (B) consideration for the repurchase consists of cash
      or cancellation of purchase money indebtedness, and (C) the repurchase right
      terminates upon the effective date of the Company’s initial public offering of
      its Common Stock. With respect to vested Shares issued upon exercise of a Stock
      Purchase Right granted to any officer, Director or Consultant, the Company’s
      right to repurchase such Shares upon termination of such Participant’s
      Continuous Service Status for Cause shall be made at the Participant’s original
      cost for the Shares and shall be effected pursuant to such terms and conditions,
      and at such time, as the Administrator shall determine. Nothing in this Section
      11(b)(ii) shall in any way limit the Company’s right to purchase unvested Shares
      as set forth in the applicable Restricted Stock Purchase Agreement.

     

    (c) Other
      Provisions.
      The
      Restricted Stock Purchase Agreement shall contain such other terms, provisions
      and conditions not inconsistent with the Plan as may be determined by the
      Administrator in its sole discretion. In addition, the provisions of Restricted
      Stock Purchase Agreements need not be the same with respect to each
      purchaser.

     

    (d) Rights
      as a Stockholder.
      Once the
      Stock Purchase Right is exercised, the purchaser shall have the rights
      equivalent to those of a stockholder, and shall be a stockholder when his or
      her
      purchase is entered upon the records of the duly authorized transfer agent
      of
      the Company. No adjustment will 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 14 of the Plan.

     

    12. Taxes.

     

    (a) As
      a
      condition of the grant, vesting or exercise of an Option or Stock Purchase
      Right
      granted under the Plan, the Participant (or in the case of the Participant’s
      death, the person exercising the Option or Stock Purchase Right) shall make
      such
      arrangements as the Administrator may require for the satisfaction of any
      applicable federal, state, local or foreign withholding tax obligations that
      may
      arise in connection with such grant, vesting or exercise of the Option or Stock
      Purchase Right or the issuance of Shares. The Company shall not be required
      to
      issue any Shares under the Plan until such obligations are satisfied. If the
      Administrator allows the withholding or surrender of Shares to satisfy a
      Participant’s tax withholding obligations under this Section 12 (whether
      pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall
      not allow Shares to be withheld in an amount that exceeds the minimum statutory
      withholding rates for federal and state tax purposes, including payroll
      taxes.

     

    (b) In
      the
      case of an Employee and in the absence of any other arrangement, the Employee
      shall be deemed to have directed the Company to withhold or collect from his
      or
      her compensation an amount sufficient to satisfy such tax obligations from
      the
      next payroll payment otherwise payable after the date of an exercise of the
      Option or Stock Purchase Right. 

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (c) This
      Section 12(c) shall apply only after the date, if any, upon which the Common
      Stock becomes a Listed Security. In the case of Participant other than an
      Employee (or in the case of an Employee where the next payroll payment is not
      sufficient to satisfy such tax obligations, with respect to any remaining tax
      obligations), in the absence of any other arrangement and to the extent
      permitted under the Applicable Laws, the Participant shall be deemed to have
      elected to have the Company withhold from the Shares to be issued upon exercise
      of the Option or Stock Purchase Right that number of Shares having a Fair Market
      Value determined as of the applicable Tax Date (as defined below) equal to
      the
      amount required to be withheld. For purposes of this Section 12, 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 under the Applicable Laws
      (the
“Tax
      Date”).

     

    (d) If
      permitted by the Administrator, in its discretion, a Participant may satisfy
      his
      or her tax withholding obligations upon exercise of an Option or Stock Purchase
      Right by surrendering to the Company Shares that have a Fair Market Value
      determined as of the applicable Tax Date equal to the amount required to be
      withheld. In the case of shares previously acquired from the Company that are
      surrendered under this Section 12(d), such Shares must have been owned by the
      Participant for more than six (6) months on the date of surrender (or such
      other
      period of time as is required for the Company to avoid adverse accounting
      charges).

     

    (e) Any
      election or deemed election by a Participant
      to
      have
      Shares withheld to satisfy tax withholding obligations under Section 12(c)
      or
      (d) above shall be irrevocable as to the particular Shares as to which the
      election is made and shall be subject to the consent or disapproval of the
      Administrator. Any election by a Participant
      under
      Section 12(d) above must be made on or prior to the applicable Tax
      Date.

     

    (f) In
      the
      event an election to have Shares withheld is made by a Participant and the
      Tax
      Date is deferred under Section 83 of the Code because no election is filed
      under
      Section 83(b) of the Code, the Participant shall receive the full number of
      Shares with respect to which the Option or Stock Purchase Right is exercised
      but
      such Participant shall be unconditionally obligated to tender back to the
      Company the proper number of Shares on the Tax Date.

     

    13. Non-Transferability
      of Options and Stock Purchase Rights. 

     

    (a) General.
      Except
      as set forth in this Section 13, 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. The designation
      of
      a beneficiary by an Optionee will not constitute a transfer. An Option or Stock
      Purchase Right may be exercised, during the lifetime of the holder of an Option
      or Stock Purchase Right, only by such holder or a transferee permitted by this
      Section 13.

     

    (b) Limited
      Transferability Rights.
      Notwithstanding
      anything else in this Section 13, the Administrator may in its discretion grant
      Nonstatutory Stock Options that may be transferred by instrument to an inter
      vivos or testamentary trust in which the Options are to be passed to
      beneficiaries upon the death of the trustor (settlor) or by gift or pursuant
      to
      domestic relations orders to "Immediate Family Members" (as defined below)
      of
      the Optionee. "Immediate
      Family"
      means
      any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law (including adoptive
      relationships), a trust in which these persons have more than fifty percent
      of
      the beneficial interest, a foundation in which these persons (or the Optionee)
      control the management of assets, and any other entity in which these persons
      (or the Optionee) own more than fifty percent of the voting
      interests.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    14. Adjustments
      Upon Changes in Capitalization, Merger or Certain Other
      Transactions.

     

    (a) Changes
      in Capitalization.
      Subject
      to any action required under Applicable Laws by the stockholders of the Company,
      the number of Shares of Common Stock covered by each outstanding award,
      the numbers
      of Shares set forth in Section 3(a), and the number of Shares of Common Stock
      that have been authorized for issuance under the Plan but as to which no awards
      have yet been granted or that have been returned to the Plan upon cancellation
      or expiration of an award, as well as the price per Share of Common Stock
      covered by each such outstanding award, 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,
      recapitalization 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; provided, however, that 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 Administrator, 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
      award.

     

    (b) Dissolution
      or Liquidation.
      In the
      event of the dissolution or liquidation of the Company, each Option and Stock
      Purchase Right will terminate immediately prior to the consummation of such
      action, unless otherwise determined by the Administrator.

     

    (c) Corporate
      Transaction.
      In the
      event of a Corporate Transaction (including without limitation a Change of
      Control), each outstanding Option or Stock Purchase Right shall be assumed
      or an
      equivalent option or right shall be substituted by such successor corporation
      or
      a parent or subsidiary of such successor corporation (the “Successor
      Corporation”),
      unless the Successor Corporation does not agree to assume the award or to
      substitute an equivalent option or right, in which case such Option or Stock
      Purchase Right shall terminate upon the consummation of the
      transaction.

     

     Notwithstanding
      the above, in the event of a Change of Control and irrespective of whether
      outstanding awards are being assumed, substituted or terminated in connection
      with the transaction, the vesting and exercisability of each outstanding Option
      and Stock Purchase Right shall accelerate as and to the extent (if at all)
      provided in such Participant’s Option Agreement or Restricted Stock Purchase
      Agreement. To the extent that an Option or Stock Purchase Right is not exercised
      prior to consummation of a Corporate Transaction in which the Option or Stock
      Purchase Right is not being assumed or substituted, such Option or Stock
      Purchase Right shall terminate upon such consummation and the Administrator
      shall notify the Optionee or holder of such fact at least five (5) days prior
      to
      the date on which the Option or Stock Purchase Right terminates.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    For
      purposes of this Section 14(c), an Option or a Stock Purchase Right shall be
      considered assumed, without limitation, if, at the time of issuance of the
      stock
      or other consideration upon a Corporate Transaction or a Change of Control,
      as
      the case may be, each holder of an Option or Stock Purchase Right would be
      entitled to receive upon exercise of the award the same number and kind of
      shares of stock or the same amount of property, cash or securities as such
      holder would have been entitled to receive upon the occurrence of the
      transaction if the holder had been, immediately prior to such transaction,
      the
      holder of the number of Shares of Common Stock covered by the award at such
      time
      (after giving effect to any adjustments in the number of Shares covered by
      the
      Option or Stock Purchase Right as provided for in this Section 14);
      provided that if such consideration received in the transaction is not solely
      common stock of the Successor Corporation, the Administrator may, with the
      consent of the Successor Corporation, provide for the consideration to be
      received upon exercise of the award to be solely common stock of the Successor
      Corporation equal to the Fair Market Value of the per Share consideration
      received by holders of Common Stock in the transaction.

     

     (d) Certain
      Distributions.
      In the
      event of any distribution to the Company’s stockholders of securities of any
      other entity or other assets (other than dividends payable in cash or stock
      of
      the Company) without receipt of consideration by the Company, the Administrator
      may, in its discretion, appropriately adjust the price per Share of Common
      Stock
      covered by each outstanding Option or Stock Purchase Right to reflect the effect
      of such distribution.

     

    15. 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,
      provided that in the case of any Incentive Stock Option, the grant date shall
      be
      the later of the date on which the Administrator makes the determination
      granting such Incentive Stock Option or the date of commencement of the
      Optionee’s employment relationship with the Company. Notice of the determination
      shall be given to each Employee or Consultant to whom an Option or Stock
      Purchase Right is so granted within a reasonable time after the date of such
      grant.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    16. Amendment
      and Termination of the Plan.

     

    (a) Authority
      to Amend or Terminate.
      The
      Board may at any time amend, alter, suspend or discontinue the Plan, but no
      amendment, alteration, suspension or discontinuation (other than an adjustment
      pursuant to Section 14 above) shall be made that would materially and adversely
      affect the rights of any Optionee or holder of Stock Purchase Rights under
      any
      outstanding grant, without his or her consent. In addition, to the extent
      necessary and desirable to comply with the Applicable Laws, the Company shall
      obtain stockholder approval of any Plan amendment in such a manner and to such
      a
      degree as required.

     

    (b) Effect
      of Amendment or Termination.
      Except
      as to amendments which the Administrator has the authority under the Plan to
      make unilaterally, no amendment or termination of the Plan shall materially
      and
      adversely affect Options or Stock Purchase Rights already granted, unless
      mutually agreed otherwise between the Optionee or holder of the Stock Purchase
      Rights and the Administrator, which agreement must be in writing and signed
      by
      the Optionee or holder and the Company. 

     

    17. Conditions
      Upon Issuance of Shares.
      Notwithstanding any other provision of the Plan or any agreement entered into
      by
      the Company pursuant to the Plan, the Company shall not be obligated, and shall
      have no liability for failure, to issue or deliver any Shares under the Plan
      unless such issuance or delivery would comply with the Applicable Laws, with
      such compliance determined by the Company in consultation with its legal
      counsel. As a condition to the exercise of an Option or Stock Purchase Right,
      the Company may require the person exercising the award 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 required
      by law. Shares issued upon exercise of awards granted prior to the date on
      which
      the Common Stock becomes a Listed Security shall be subject to a right of first
      refusal in favor of the Company pursuant to which the Participant will be
      required to offer Shares to the Company before selling or transferring them
      to
      any third party on such terms and subject to such conditions as is reflected
      in
      the applicable Option Agreement or Restricted Stock Purchase
      Agreement.

     

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

     

    19. Agreements.
      Options
      and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted
      Stock Purchase Agreements, respectively, in such form(s) as the Administrator
      shall from time to time approve.

     

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

     

    21. Information
      and Documents to Optionees and Purchasers.
      Prior to
      the date, if any, upon which the Common Stock becomes a Listed Security and
      if
      required by the Applicable Laws, the Company shall provide financial statements
      at least annually to each Optionee and to each individual who acquired Shares
      pursuant to the Plan, during the period such Optionee or purchaser has one
      or
      more Options or Stock Purchase Rights outstanding, and in the case of an
      individual who acquired Shares pursuant to the Plan, during the period such
      individual owns such Shares. The Company shall not be required to provide such
      information if the issuance of Options or Stock Purchase Rights under the Plan
      is limited to key employees whose duties in connection with the Company assure
      their access to equivalent information.

     

    
      
         

      

      
        -16-