Exhibit 10.4**INFORMATICA CORPORATION****1999 STOCK INCENTIVE PLAN****(as amended December 2006)**     1.      Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract andretain the best available personnel, to provide additional incentive to Employees, Directors andConsultants and to promote the success of the Company’s business.     2.      Definitions. As used herein, the following definitions shall apply:          (a)      “Administrator” means the Board or any of the Committees appointed to administerthe Plan.          (b)      “Affiliate” and “Associate” shall have the respective meanings ascribed tosuch terms in Rule 12b-2 promulgated under the Exchange Act.          (c)      “Applicable Laws” means the legal requirements relating to the administration ofstock incentive plans, if any, under applicable provisions of federal securities laws, statecorporate and securities laws, the Code, the rules of any applicable stock exchange or nationalmarket system, and the rules of any foreign jurisdiction applicable to Awards granted to residentstherein.          (d)      “Award” means the grant of an Option, SAR, Dividend Equivalent Right, RestrictedStock, Performance Unit, Performance Share, or other right or benefit under the Plan.          (e)      “Award Agreement” means the written agreement evidencing the grant of an Awardexecuted by the Company and the Grantee, including any amendments thereto.          (f)      “Board” means the Board of Directors of the Company.          (g)      “Change in Control” means a change in ownership or control of the Company effectedthrough either of the following transactions:               (i)      the direct or indirect acquisition by any person or related group of persons (other thanan acquisition from or by the Company or by a Company-sponsored employee benefit plan or by aperson that directly or indirectly controls, is controlled by, or is under common control with, theCompany) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) ofsecurities possessing more than fifty percent (50%) of the total combined voting power of theCompany’s outstanding securities pursuant to a tender or exchange offer made directly to theCompany’s stockholders which a majority of the Continuing Directors who are not Affiliates orAssociates of the offeror do not recommend such stockholders accept, or
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               (ii)      a change in the composition of the Board over a period of thirty-six (36) months or lesssuch that a majority of the Board members (rounded up to the next whole number) ceases, by reasonof one or more contested elections for Board membership, to be comprised of individuals who areContinuing Directors.          (h)      “Code” means the Internal Revenue Code of 1986, as amended.          (i)      “Committee” means any committee appointed by the Board to administer the Plan.          (j)      “Common Stock” means the common stock of the Company.          (k)      “Company” means Informatica Corporation.          (l)      “Consultant” means any person (other than an Employee or a Director, solely withrespect to rendering services in such person’s capacity as a Director) who is engaged by theCompany or any Related Entity to render consulting or advisory services to the Company or suchRelated Entity.          (m)      “Continuing Directors” means members of the Board who either (i) have been Boardmembers continuously for a period of at least thirty-six (36) months or (ii) have been Boardmembers for less than thirty-six (36) months and were elected or nominated for election as Boardmembers by at least a majority of the Board members described in clause (i) who were still inoffice at the time such election or nomination was approved by the Board.          (n)      “Continuous Service” means that the provision of services to the Company or aRelated Entity in any capacity of Employee, Director or Consultant, is not interrupted orterminated. Continuous Service shall not be considered interrupted in the case of (i) any approvedleave of absence, (ii) transfers between locations of the Company or among the Company, any RelatedEntity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any changein status as long as the individual remains in the service of the Company or a Related Entity inany capacity of Employee, Director or Consultant (except as otherwise provided in the AwardAgreement). An approved leave of absence shall include sick leave, military leave, or any otherauthorized personal leave. For purposes of Incentive Stock Options, no such leave may exceedninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute orcontract.          (o)      “Corporate Transaction” means any of the following transactions:               (i)      a merger or consolidation in which the Company is not the surviving entity, except for atransaction the principal purpose of which is to change the state in which the Company isincorporated;               (ii)      the sale, transfer or other disposition of all or substantially all of the assets of theCompany (including the capital stock of the Company’s subsidiary corporations) in connection withthe complete liquidation or dissolution of the Company;
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               (iii)      any reverse merger in which the Company is the surviving entity but in which securitiespossessing more than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities are transferred to a person or persons different from those who held suchsecurities immediately prior to such merger; or               (iv)      an acquisition by any person or related group of persons (other than the Company or by aCompany-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combinedvoting power of the Company’s outstanding securities (whether or not in a transaction alsoconstituting a Change in Control), but excluding any such transaction that the Administratordetermines shall not be a Corporate Transaction.          (p)      “Director” means a member of the Board or the board of directors of any RelatedEntity.          (q)      “Disability” means that a Grantee would qualify for benefit payments under thelong-term disability policy of the Company or the Related Entity to which the Grantee providesservices regardless of whether the Grantee is covered by such policy.          (r)      “Dividend Equivalent Right” means a right entitling the Grantee to compensationmeasured by dividends paid with respect to Common Stock.          (s)      “Employee” means any person, including an Officer or Director, who is an employeeof the Company or any Related Entity. The payment of a director’s fee by the Company or a RelatedEntity shall not be sufficient to constitute “employment” by the Company.          (t)      “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (u)      “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:               (i)      Where there exists a public market for the Common Stock, the Fair Market Value shall be(A) the closing price for a Share for the last market trading day prior to the time of thedetermination (or, if no closing price was reported on that date, on the last trading date on whicha closing price was reported) on the stock exchange determined by the Administrator to be theprimary market for the Common Stock or the Nasdaq National Market, whichever is applicable or (B)if the Common Stock is not traded on any such exchange or national market system, the average ofthe closing bid and asked prices of a Share on the Nasdaq Small Cap Market for the day prior to thetime of the determination (or, if no such prices were reported on that date, on the last date onwhich such prices were reported), in each case, as reported in *The Wall Street Journal*or suchother source as the Administrator deems reliable; or               (ii)      In the absence of an established market for the Common Stock of the type described in(i), above, the Fair Market Value thereof shall be determined by the Administrator in good faith.               (iii)      Notwithstanding the preceding in (i) and (ii) above, for federal, state and local incometax reporting purposes, fair market value shall be determined by the
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Administrator in accordance with uniform and nondiscriminatory standards adopted by it fromtime to time.          (v)      “Grantee” means an Employee, Director or Consultant who receives an Award pursuantto an Award Agreement under the Plan.          (w)      “Incentive Stock Option” means an Option intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code.          (x)      “Non-Qualified Stock Option” means an Option not intended to qualify as anIncentive Stock Option.          (y)      “Officer” means a person who is an officer of the Company or a Related Entitywithin the meaning of Section 16 of the Exchange Act and the rules and regulations promulgatedthereunder.          (z)      “Option” means an option to purchase Shares pursuant to an Award Agreement grantedunder the Plan.          (aa)      “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (bb)      “Performance Shares” means Shares or an Award denominated in Shares which may beearned in whole or in part upon attainment of performance criteria established by theAdministrator.          (cc)      “Performance Units” means an Award which may be earned in whole or in part uponattainment of performance criteria established by the Administrator and which may be settled forcash, Shares or other securities or a combination of cash, Shares or other securities asestablished by the Administrator.          (dd)      “Plan” means this 1999 Stock Incentive Plan.          (ee)      “Registration Date” means the first to occur of (i) the closing of the first saleto the general public of (A) the Common Stock or (B) the same class of securities of a successorcorporation (or its Parent) issued pursuant to a Corporate Transaction in exchange for or insubstitution of the Common Stock, pursuant to a registration statement filed with and declaredeffective by the Securities and Exchange Commission under the Securities Act of 1933, as amended;and (ii) in the event of a Corporate Transaction, the date of the consummation of the CorporateTransaction if the same class of securities of the successor corporation (or its Parent) issuablein such Corporate Transaction shall have been sold to the general public pursuant to a registrationstatement filed with and declared effective by the Securities and Exchange Commission under theSecurities Act of 1933, as amended on or prior to the date of consummation of such CorporateTransaction.          (ff)      “Related Entity” means any Parent, Subsidiary and any business, corporation,partnership, limited liability company or other entity in which the Company, a Parent or aSubsidiary holds a substantial ownership interest, directly or indirectly.
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          (gg)      “Related Entity Disposition” means the sale, distribution or other disposition bythe Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company,a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or othertransaction involving that Related Entity or the sale of all or substantially all of the assets ofthat Related Entity.          (hh)      “Restricted Stock” means Shares issued under the Plan to the Grantee for suchconsideration, if any, and subject to such restrictions on transfer, rights of first refusal,repurchase provisions, forfeiture provisions, and other terms and conditions as established by theAdministrator.          (ii)      “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successorthereto.          (jj)      “SAR” means a stock appreciation right entitling the Grantee to Shares or cashcompensation, as established by the Administrator, measured by appreciation in the value of CommonStock.          (kk)      “Share” means a share of the Common Stock.          (ll)      “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,as defined in Section 424(f) of the Code.     3.      Stock Subject to the Plan.          (a)      Subject to the provisions of Section 10, below, the maximum aggregate number of Shareswhich may be issued pursuant to all Awards (including Incentive Stock Options) is 650,000 Shares,increased by (i) any Shares available for future Awards under the Company’s 1996 Flexible StockIncentive Plan as of the Registration Date, (ii) any Shares that are represented by Awards underthe Company’s 1996 Flexible Stock Incentive Plan which are forfeited, expire or are cancelledwithout delivery of Shares or which result in the forfeiture of Shares back to the Company on orafter the Registration Date, and (iii) an annual increase to be added on the first day of theCompany’s fiscal year beginning in 2000 equal to five percent (5%) of the number of Sharesoutstanding as of such date or a lesser number of Shares determined by the Administrator.Notwithstanding the foregoing, subject to the provisions of Section 10, below, of the number ofShares specified above, the maximum aggregate number of Shares available for grant of IncentiveStock Options shall be 650,000 Shares, plus an annual increase to be added on the first day of theCompany’s fiscal year beginning in 2000 equal to the lesser of (x) five percent (5%) of the numberof Shares outstanding as of such date, (y) 4,000,000 Shares, or (z) a lesser number of Sharesdetermined by the Administrator. For purposes of determining the outstanding number of Sharesunder this Section 3(a), all outstanding classes of securities of the Company, convertible notes,Awards and warrants that are convertible or exercisable presently or in the future by the holderinto Shares, shall be deemed to have been fully converted or exercised (notwithstanding any limitson such conversions or exercises) into the number of Shares represented by such securities, notes,Awards and warrants calculated using the treasury stock method. The Shares to be issued pursuantto Awards may be authorized, but unissued, or reacquired Common Stock.
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          (b)      Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled,expires or is settled in cash, shall be deemed not to have been issued for purposes of determiningthe maximum aggregate number of Shares which may be issued under the Plan. If any unissued Sharesare retained by the Company upon exercise of an Award in order to satisfy the exercise price forsuch Award or any withholding taxes due with respect to such Award, such retained Shares subject tosuch Award shall become available for future issuance under the Plan (unless the Plan hasterminated). Shares that actually have been issued under the Plan pursuant to an Award shall notbe returned to the Plan and shall not become available for future issuance under the Plan, exceptthat if unvested Shares are forfeited, or repurchased by the Company at their original purchaseprice, such Shares shall become available for future grant under the Plan.     4.      Administration of the Plan.          (a)      Plan Administrator.               (i)      Administration with Respect to Directors and Officers. With respect to grants ofAwards to Directors or Employees who are also Officers or Directors of the Company, the Plan shallbe administered by (A) the Board or (B) a Committee designated by the Board, which Committee shallbe constituted in such a manner as to satisfy the Applicable Laws and to permit such grants andrelated transactions under the Plan to be exempt from Section 16(b) of the Exchange Act inaccordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in itsdesignated capacity until otherwise directed by the Board.               (ii)      Administration With Respect to Consultants and Other Employees. Withrespect to grants of Awards to Employees or Consultants who are neither Directors nor Officers ofthe Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by theBoard, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.Once appointed, such Committee shall continue to serve in its designated capacity until otherwisedirected by the Board. Subject to Applicable Laws, the Board may authorize one or more Officers togrant such Awards and may limit such authority as the Board determines from time to time.               (iii)      Administration Errors. In the event an Award is granted in a mannerinconsistent with the provisions of this subsection (a), such Award shall be presumptively valid asof its grant date to the extent permitted by the Applicable Laws.          (b)      Powers of the Administrator. Subject to Applicable Laws and the provisions of thePlan (including any other powers given to the Administrator hereunder), and except as otherwiseprovided by the Board, the Administrator shall have the authority, in its discretion:               (i)      to select the Employees, Directors and Consultants to whom Awards may be granted from timeto time hereunder;               (ii)      to determine whether and to what extent Awards are granted hereunder;
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               (iii)      to determine the number of Shares or the amount of other consideration to be covered byeach Award granted hereunder;               (iv)      to approve forms of Award Agreements for use under the Plan;               (v)      to determine the terms and conditions of any Award granted hereunder;               (vi)      to amend the terms of any outstanding Award granted under the Plan, provided that anyamendment that would adversely affect the Grantee’s rights under an outstanding Award shall not bemade without the Grantee’s written consent;               (vii)      to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan,including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan;               (viii)      to establish additional terms, conditions, rules or procedures to accommodate the rulesor laws of applicable foreign jurisdictions and to afford Grantees favorable treatment under suchlaws; provided, however, that no Award shall be granted under any such additional terms,conditions, rules or procedures with terms or conditions which are inconsistent with the provisionsof the Plan; and               (ix)      to take such other action, not inconsistent with the terms of the Plan, as theAdministrator deems appropriate.          (c)      Effect of Administrator’s Decision. All decisions, determinations andinterpretations of the Administrator shall be conclusive and binding on all persons.     5.      Eligibility. Awards other than Incentive Stock Options may be granted toEmployees, Directors and Consultants. Incentive Stock Options may be granted only to Employees ofthe Company, a Parent or a Subsidiary. An Employee, Director or Consultant who has been granted anAward may, if otherwise eligible, be granted additional Awards. Awards may be granted to suchEmployees, Directors or Consultants who are residing in foreign jurisdictions as the Administratormay determine from time to time.     6.      Terms and Conditions of Awards.          (a)      Type of Awards. The Administrator is authorized under the Plan to award any typeof arrangement to an Employee, Director or Consultant that is not inconsistent with the provisionsof the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) anOption, a SAR or similar right with a fixed or variable price related to the Fair Market Value ofthe Shares and with an exercise or conversion privilege related to the passage of time, theoccurrence of one or more events, or the satisfaction of performance criteria or other conditions,or (iii) any other security with the value derived from the value of the Shares. Such awardsinclude, without limitation, Options, SARs, sales or bonuses of Restricted Stock, DividendEquivalent Rights, Performance Units or Performance Shares, and an Award may consist of one suchsecurity or benefit, or two (2) or more of them in any combination or alternative.
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          (b)      Designation of Award. Each Award shall be designated in the Award Agreement. Inthe case of an Option, the Option shall be designated as either an Incentive Stock Option or aNon-Qualified Stock Option. However, notwithstanding such designation, to the extent that theaggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Optionswhich become exercisable for the first time by a Grantee during any calendar year (under all plansof the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent ofthe Shares covered thereby in excess of the foregoing limitation, shall be treated asNon-Qualified Stock Options. For this purpose, Incentive Stock Options shall be taken into accountin the order in which they were granted, and the Fair Market Value of the Shares shall bedetermined as of the date the Option with respect to such Shares is granted.          (c)      Conditions of Award. Subject to the terms of the Plan, the Administrator shalldetermine the provisions, terms, and conditions of each Award including, but not limited to, theAward vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, formof payment (cash, Shares, or other consideration) upon settlement of the Award, paymentcontingencies, and satisfaction of any performance criteria. The performance criteria establishedby the Administrator may be based on any one of, or combination of, increase in share price,earnings per share, total stockholder return, return on equity, return on assets, return oninvestment, net operating income, cash flow, revenue, economic value added, personal managementobjectives, or other measure of performance selected by the Administrator. Partial achievement ofthe specified criteria may result in a payment or vesting corresponding to the degree ofachievement as specified in the Award Agreement.          (d)      Acquisitions and Other Transactions. The Administrator may issue Awards under thePlan in settlement, assumption or substitution for, outstanding awards or obligations to grantfuture awards in connection with the Company or a Related Entity acquiring another entity, aninterest in another entity or an additional interest in a Related Entity whether by merger, stockpurchase, asset purchase or other form of transaction.          (e)      Deferral of Award Payment. The Administrator may establish one or more programsunder the Plan to permit selected Grantees the opportunity to elect to defer receipt ofconsideration upon exercise of an Award, satisfaction of performance criteria, or other event thatabsent the election would entitle the Grantee to payment or receipt of Shares or otherconsideration under an Award. The Administrator may establish the election procedures, the timingof such elections, the mechanisms for payments of, and accrual of interest or other earnings, ifany, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rulesand procedures that the Administrator deems advisable for the administration of any such deferralprogram.          (f)      Award Exchange Programs. The Administrator may establish one or more programsunder the Plan to permit selected Grantees to exchange an Award under the Plan for one or moreother types of Awards under the Plan on such terms and conditions as determined by theAdministrator from time to time.          (g)      Separate Programs. The Administrator may establish one or more separate programsunder the Plan for the purpose of issuing particular forms of Awards to one or
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more classes of Grantees on such terms and conditions as determined by the Administrator fromtime to time.          (h)      Early Exercise. The Award Agreement may, but need not, include a provisionwhereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise anypart or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuantto such exercise may be subject to a repurchase right in favor of the Company or a Related Entityor to any other restriction the Administrator determines to be appropriate.          (i)      Term of Award. The term of each Award shall be the term stated in the AwardAgreement, provided, however, that the term of an Incentive Stock Option shall be no more than ten(10) years from the date of grant thereof. However, in the case of an Incentive Stock Optiongranted to a Grantee who, at the time the Option is granted, owns stock representing more than tenpercent (10%) of the voting power of all classes of stock of the Company or any Parent orSubsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grantthereof or such shorter term as may be provided in the Award Agreement.          (j)      Transferability of Awards. Incentive Stock Options may not be sold, pledged,assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the lawsof descent or distribution and may be exercised, during the lifetime of the Grantee, only by theGrantee; provided, however, that the Grantee may designate a beneficiary of the Grantee’s IncentiveStock Option in the event of the Grantee’s death on a beneficiary designation form provided by theAdministrator. Other Awards shall be transferable to the extent provided in the Award Agreement.          (k)      Time of Granting Awards. The date of grant of an Award shall for all purposes bethe date on which the Administrator makes the determination to grant such Award, or such other dateas is determined by the Administrator. Notice of the grant determination shall be given to eachEmployee, Director or Consultant to whom an Award is so granted within a reasonable time after thedate of such grant.     7.      Award Exercise or Purchase Price, Consideration and Taxes.          (a)      Exercise or Purchase Price. The exercise or purchase price, if any, for an Awardshall be as follows:               (i)      In the case of an Incentive Stock Option:                    (A)      granted to an Employee who, at the time of the grant of such Incentive Stock Option ownsstock representing more than ten percent (10%) of the voting power of all classes of stock of theCompany or any Parent or Subsidiary, the per Share exercise price shall be not less than onehundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or                    (B)      granted to any Employee other than an Employee described in the preceding paragraph, theper Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Valueper Share on the date of grant.
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               (ii)      In the case of a Non-Qualified Stock Option, the per Share exercise price shall be notless than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant unlessotherwise determined by the Administrator.               (iii)      In the case of other Awards, such price as is determined by the Administrator.               (iv)      Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Awardissued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall bedetermined in accordance with the principles of Section 424(a) of the Code.          (b)      Consideration. Subject to Applicable Laws, the consideration to be paid for theShares to be issued upon exercise or purchase of an Award including the method of payment, shall bedetermined by the Administrator (and, in the case of an Incentive Stock Option, shall be determinedat the time of grant). In addition to any other types of consideration the Administrator maydetermine, the Administrator is authorized to accept as consideration for Shares issued under thePlan the following, provided that the portion of the consideration equal to the par value of theShares must be paid in cash or other legal consideration permitted by the Delaware GeneralCorporation Law:               (i)      cash;               (ii)      check;               (iii)      delivery of Grantee’s promissory note with such recourse, interest, security, andredemption provisions as the Administrator determines as appropriate;               (iv)      if the exercise or purchase occurs on or after the Registration Date, surrender of Sharesor delivery of a properly executed form of attestation of ownership of Shares as the Administratormay require (including withholding of Shares otherwise deliverable upon exercise of the Award)which have a Fair Market Value on the date of surrender or attestation equal to the aggregateexercise price of the Shares as to which said Award shall be exercised (but only to the extent thatsuch exercise of the Award would not result in an accounting compensation charge with respect tothe Shares used to pay the exercise price unless otherwise determined by the Administrator);               (v)      with respect to Options, if the exercise occurs on or after the Registration Date, paymentthrough a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shallprovide written instructions to a Company designated brokerage firm to effect the immediate sale ofsome or all of the purchased Shares and remit to the Company, out of the sale proceeds available onthe settlement date, sufficient funds to cover the aggregate exercise price payable for thepurchased Shares and (B) shall provide written directives to the Company to deliver thecertificates for the purchased Shares directly to such brokerage firm in order to complete the saletransaction; or               (vi)      any combination of the foregoing methods of payment.
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          (c)      Taxes. No Shares shall be delivered under the Plan to any Grantee or other personuntil such Grantee or other person has made arrangements acceptable to the Administrator for thesatisfaction of any foreign, federal, state, or local income and employment tax withholdingobligations, including, without limitation, obligations incident to the receipt of Shares or thedisqualifying disposition of Shares received on exercise of an Incentive Stock Option. Uponexercise of an Award, the Company shall withhold or collect from Grantee an amount sufficient tosatisfy such tax obligations.     8.      Exercise of Award.          (a)      Procedure for Exercise; Rights as a Stockholder.               (i)      Any Award granted hereunder shall be exercisable at such times and under such conditionsas determined by the Administrator under the terms of the Plan and specified in the AwardAgreement.               (ii)      An Award shall be deemed to be exercised when written notice of such exercise has beengiven to the Company in accordance with the terms of the Award by the person entitled to exercisethe Award and full payment for the Shares with respect to which the Award is exercised, including,to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchaseprice as provided in Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry onthe books of the Company or of a duly authorized transfer agent of the Company) of the stockcertificate evidencing such Shares, no right to vote or receive dividends or any other rights as astockholder shall exist with respect to Shares subject to an Award, notwithstanding the exercise ofan Option or other Award. The Company shall issue (or cause to be issued) such stock certificatepromptly upon exercise of the Award. No adjustment will be made for a dividend or other right forwhich the record date is prior to the date the stock certificate is issued, except as provided inthe Award Agreement or Section 10, below.          (b)      Exercise of Award Following Termination of Continuous Service.               (i)      An Award may not be exercised after the termination date of such Award set forth in theAward Agreement and may be exercised following the termination of a Grantee’s Continuous Serviceonly to the extent provided in the Award Agreement.               (ii)      Where the Award Agreement permits a Grantee to exercise an Award following thetermination of the Grantee’s Continuous Service for a specified period, the Award shall terminateto the extent not exercised on the last day of the specified period or the last day of the originalterm of the Award, whichever occurs first.               (iii)      Any Award designated as an Incentive Stock Option to the extent not exercised within thetime permitted by law for the exercise of Incentive Stock Options following the termination of aGrantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option andthereafter shall be exercisable as such to the extent exercisable by its terms for the periodspecified in the Award Agreement.          (c)      Buyout Provisions. The Administrator may at any time offer to buy out for apayment in cash or Shares, an Award previously granted, based on such terms and
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conditions as the Administrator shall establish and communicate to the Grantee at the timethat such offer is made.     9.      Conditions Upon Issuance of Shares.          (a)      Shares shall not be issued pursuant to the exercise of an Award unless the exercise ofsuch Award and the issuance and delivery of such Shares pursuant thereto shall comply with allApplicable Laws, and shall be further subject to the approval of counsel for the Company withrespect to such compliance.          (b)      As a condition to the exercise of an Award, the Company may require the person exercisingsuch Award to represent and warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation is required by any ApplicableLaws.     10.      Adjustments Upon Changes in Capitalization. Subject to any required action by theshareholders of the Company, the number of Shares covered by each outstanding Award, and the numberof Shares which have been authorized for issuance under the Plan but as to which no Awards have yetbeen granted or which have been returned to the Plan, the exercise or purchase price of each suchoutstanding Award, as well as any other terms that the Administrator determines require adjustmentshall be proportionately adjusted for (i) any increase or decrease in the number of issued Sharesresulting from a stock split, reverse stock split, stock dividend, combination or reclassificationof the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease inthe number of issued Shares effected without receipt of consideration by the Company, or (iii) asthe Administrator may determine in its discretion, any other transaction with respect to CommonStock to which Section 424(a) of the Code applies or a similar transaction; provided, however thatconversion of any convertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.” Such adjustment shall be made by the Administrator and itsdetermination shall be final, binding and conclusive. Except as the Administrator determines, noissuance by the Company of shares of stock of any class, or securities convertible into shares ofstock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to,the number or price of Shares subject to an Award.     11.      Corporate Transactions/Related Entity Dispositions/Buyout. Except as may beprovided in an Award Agreement:          (a)      Effective upon the consummation of a Corporate Transaction, all outstanding Awards underthe Plan shall terminate. However, all such Awards shall not terminate if they are, in connectionwith the Corporate Transaction, assumed by the successor corporation or Parent thereof.          (b)      Effective upon the consummation of a Related Entity Disposition, for purposes of the Planand all Awards, the Continuous Service of each Grantee who is at the time engaged primarily inservice to the Related Entity involved in such Related Entity Disposition shall be deemed toterminate and each Award of such Grantee which is at the time outstanding
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under the Plan shall be exercisable in accordance with the terms of the Award Agreementevidencing such Award. However, such Continuous Service shall be not to deemed to terminate ifsuch Award is, in connection with the Related Entity Disposition, assumed by the successor entityor its parent.     12.      Effective Date and Term of Plan. The Plan shall become effective upon the earlierto occur of its adoption by the Board or its approval by the stockholders of the Company. It shallcontinue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17,below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.     13.      Amendment, Suspension or Termination of the Plan.          (a)      The Board may at any time amend, suspend or terminate the Plan. To the extent necessary tocomply with Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment insuch a manner and to such a degree as required.          (b)      No Award may be granted during any suspension of the Plan or after termination of thePlan.          (c)      Any amendment, suspension or termination of the Plan (including termination of the Planunder Section 12, above) shall not affect Awards already granted, and such Awards shall remain infull force and effect as if the Plan had not been amended, suspended or terminated, unless mutuallyagreed otherwise between the Grantee and the Administrator, which agreement must be in writing andsigned by the Grantee and the Company.     14.      Reservation of Shares.          (a)      The Company, during the term of the Plan, will at all times reserve and keep availablesuch number of Shares as shall be sufficient to satisfy the requirements of the Plan.          (b)      The inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect ofthe failure to issue or sell such Shares as to which such requisite authority shall not have beenobtained.     15.      No Effect on Terms of Employment/Consulting Relationship. The Plan shall notconfer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall itinterfere in any way with his or her right or the Company’s right to terminate the Grantee’sContinuous Service at any time, with or without cause.     16.      No Effect on Retirement and Other Benefit Plans. Except as specifically providedin a retirement or other benefit plan of the Company or a Related Entity, Awards shall not bedeemed compensation for purposes of computing benefits or contributions under any retirement planof the Company or a Related Entity, and shall not affect any benefits under any other benefit planof any kind or any benefit plan subsequently instituted under which the availability or
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amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan”or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.     17.      Stockholder Approval. The grant of Incentive Stock Options under the Plan shallbe subject to approval by the stockholders of the Company within twelve (12) months before or afterthe date the Plan is adopted excluding Incentive Stock Options issued in substitution foroutstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such stockholderapproval shall be obtained in the degree and manner required under Applicable Laws. TheAdministrator may grant Incentive Stock Options under the Plan prior to approval by thestockholders, but until such approval is obtained, no such Incentive Stock Option shall beexercisable. In the event that stockholder approval is not obtained within the twelve (12) monthperiod provided above, all Incentive Stock Options previously granted under the Plan shall beexercisable as Non-Qualified Stock Options.     18.      Rules Particular to Specific Countries. Notwithstanding anything herein to thecontrary, the terms and conditions of the Plan may be amended with respect to eligible persons whoare tax residents of a particular country by means of an addendum to the Plan in the form of anAppendix. To the extent that the terms and conditions set forth in an Appendix conflict with anyprovisions of the Plan, the provisions of the Appendix shall govern. Terms and conditions set forthin the Appendix shall apply only to eligible persons who are tax residents of the specific countrythat is the subject matter of the Appendix. The adoption of any such Appendix shall be pursuant toSection 13 above
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