exv4w03









Exhibit 4.03




PayCycle, Inc.




1999 EQUITY INCENTIVE PLAN




As Adopted on November 1, 1999

and Amended through March 25, 2009




     1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of
the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the
Company’s future performance through awards of Options and Restricted Stock. Capitalized terms not
defined in the text are defined in Section 22 hereof. This Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act.



     2. SHARES SUBJECT TO THE PLAN.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 17 hereof, the total
number of Shares reserved and available for grant and issuance pursuant to this Plan will be
13,010,000 Shares or such lesser number of Shares as permitted under Section 260.140.45 of Title 10
of the California Code of Regulations. Subject to Sections 2.2, 5.10 and 17 hereof, Shares subject
to Awards previously granted will again be available for grant and issuance in connection with
future Awards under this Plan to the extent such Shares: (i) cease to be subject to issuance upon
exercise of an Option, other than due to exercise of such Option; (ii) are subject to an Award
granted hereunder but the Shares subject to such Award are forfeited or repurchased by the Company
at the original issue price; or (iii) are subject to an Award that otherwise terminates without
Shares being issued. At all times the Company will reserve and keep available a sufficient number
of Shares as will be required to satisfy the requirements of all Awards granted and outstanding
under this Plan.




          2.2 Adjustment of Shares. In the event that the number of outstanding shares of the
Company’s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the
Company without consideration, then (i) the number of Shares reserved for issuance under this Plan,
(ii) the Exercise Prices of and number of Shares subject to outstanding Options and (iii) the
Purchase Prices of and number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of a Share will not
be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or
will be rounded down to the nearest whole Share, as determined by the Committee; and provided,
further, that the Exercise Price of any Option may not be decreased to below the par value of the
Shares.




     3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to employees
(including officers and directors who are also employees) of the Company or of a



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Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted
Stock Awards may be granted to employees, officers, directors and consultants of the Company or any
Parent or Subsidiary of the Company; provided such consultants render bona fide services not in
connection with the offer and sale of securities in a capital-raising transaction. A person may be
granted more than one Award under this Plan.



     4. ADMINISTRATION.



          4.1 Committee Authority. This Plan will be administered by the Committee or the Board
if no Committee is created by the Board. Subject to the general purposes, terms and conditions of
this Plan, and to the direction of the Board, the Committee will have full power to implement and
carry out this Plan. Without limitation, the Committee will have the authority to:





	 	(a)	 	construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
	 
	 	(b)	 	prescribe, amend and rescind rules and regulations relating to this Plan;
	 
	 	(c)	 	approve persons to receive Awards;
	 
	 	(d)	 	determine the form and terms of Awards;
	 
	 	(e)	 	determine the number of Shares or other consideration subject to Awards;
	 
	 	(f)	 	determine whether Awards will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other Awards under this
Plan or awards under any other incentive or compensation plan of the Company or
any Parent or Subsidiary of the Company;
	 
	 	(g)	 	grant waivers of any conditions of this Plan or any Award;
	 
	 	(h)	 	determine the terms of vesting, exercisability and payment of Awards;
	 
	 	(i)	 	correct any defect, supply any omission, or reconcile any
inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement
or any Restricted Stock Purchase Agreement;
	 
	 	(j)	 	determine whether an Award has been earned;
	 
	 	(k)	 	make all other determinations necessary or advisable for the
administration of this Plan; and
	 
	 	(l)	 	extend the vesting period beyond a Participant’s Termination Date.





          4.2 Committee Discretion. Unless in contravention of any express terms of this Plan
or Award, any determination made by the Committee with respect to any Award will be made in its
sole discretion either (i) at the time of grant of the Award, or (ii) subject to Section 5.9
hereof, at any later time. Any such determination will be final and binding on the Company




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and on all persons having an interest in any Award under this Plan. The Committee may
delegate to one or more officers of the Company the authority to grant an Award under this Plan,
provided such officer or officers are members of the Board.




     5. OPTIONS. The Committee may grant Options to eligible persons described in Section 3
hereof and will determine whether such Options will be Incentive Stock Options within the meaning
of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the Option may be exercised, and
all other terms and conditions of the Option, subject to the following:



          5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an
Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option
Agreement”), and will be in such form and contain such provisions (which need not be the same for
each Participant) as the Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.




          5.2 Date of Grant. The date of grant of an Option will be the date on which the
Committee makes the determination to grant such Option, unless a later date is otherwise specified
by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the
Participant within a reasonable time after the granting of the Option.




          5.3 Exercise Period. Options may be exercisable immediately but subject to repurchase
pursuant to Section 11 hereof or may be exercisable within the times or upon the events determined
by the Committee as set forth in the Stock Option Agreement governing such Option; provided,
however, that no Option will be exercisable after the expiration of ten (10) years from the date
the Option is granted; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Shareholder”) will
be exercisable after the expiration of five (5) years from the date the ISO is granted. The
Committee also may provide for Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number of Shares or percentage of Shares as the Committee
determines. Subject to earlier termination of the Option as provided herein, each Participant who
is not an officer, director or consultant of the Company or of a Parent or Subsidiary of the
Company shall have the right to exercise an Option granted hereunder at the rate of no less than
twenty percent (20%) per year over five (5) years from the date such Option is granted.




          5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may not be less than eighty-five percent (85%) of the Fair
Market Value of the Shares on the date of grant; provided that (i) the Exercise Price of an ISO
will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date
of grant and (ii) the Exercise Price of any Option granted to a Ten Percent Shareholder will not be
less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of
grant. Payment for the Shares purchased must be made in accordance with Section 7 hereof.




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          5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a
written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the
Committee (which need not be the same for each Participant). The Exercise Agreement will state (i)
the number of Shares being purchased, (ii) the restrictions imposed on the Shares purchased under
such Exercise Agreement, if any, and (iii) such representations and agreements regarding
Participant’s investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws. Participant shall
execute and deliver to the Company the Exercise Agreement together with payment in full of the
Exercise Price, and any applicable taxes, for the number of Shares being purchased.




          5.6 Termination. Subject to earlier termination pursuant to Sections 17 and 18 hereof
and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an
Option will always be subject to the following:





	 	(a)	 	If the Participant is Terminated for any reason other than death,
Disability or for Cause, then the Participant may exercise such Participant’s
Options only to the extent that such Options are exercisable upon the Termination
Date or as otherwise determined by the Committee. Such Options must be exercised
by the Participant, if at all, as to all or some of the Vested Shares calculated
as of the Termination Date or such other date determined by the Committee, within
three (3) months after the Termination Date (or within such shorter time period,
not less than thirty (30) days, or within such longer time period, not exceeding
five (5) years, after the Termination Date as may be determined by the Committee,
with any exercise beyond three (3) months after the Termination Date deemed to be
an NQSO) but in any event, no later than the expiration date of the Options.
	 
	 	(b)	 	If the Participant is Terminated because of Participant’s death or
Disability (or the Participant dies within three (3) months after a Termination
other than for Cause), then Participant’s Options may be exercised only to the
extent that such Options are exercisable by Participant on the Termination Date or
as otherwise determined by the Committee. Such options must be exercised by
Participant (or Participant’s legal representative or authorized assignee), if at
all, as to all or some of the Vested Shares calculated as of the Termination Date
or such other date determined by the Committee, within twelve (12) months after
the Termination Date (or within such shorter time period, not less than six (6)
months, or within such longer time period, not exceeding five (5) years, after the
Termination Date as may be determined by the Committee, with any exercise beyond
(i) three (3) months after the Termination Date when the Termination is for any
reason other than the Participant’s death or disability, within the meaning of
Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination
Date when the Termination is for Participant’s disability, within the meaning of
Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than
the expiration date of the Options.




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	 	(c)	 	If the Participant is terminated for Cause, then Participant’s
Options shall expire on such Participant’s Termination Date, or at such later time
and on such conditions as are determined by the Committee.





          5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of
Shares that may be purchased on any exercise of an Option, provided that such minimum number will
not prevent Participant from exercising the Option for the full number of Shares for which it is
then exercisable.




          5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year (under this Plan or under any other incentive stock option plan of the
Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars
($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds One Hundred
Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000)
worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the
amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date (as defined in Section 18 hereof) to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit
will be automatically incorporated herein and will apply to any Options granted after the effective
date of such amendment.




          5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution therefor, provided that
any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the
Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants by a written notice to them; provided, however, that
the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted
under Section 5.4 hereof for Options granted on the date the action is taken to reduce the Exercise
Price; provided, further, that the Exercise Price will not be reduced below the par value of the
Shares, if any.




          5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term
of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or
authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of
the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under
Section 422 of the Code. In no event shall the total number of Shares issued (counting each
reissuance of a Share that was previously issued and then forfeited or repurchased by the Company
as a separate issuance) under the Plan upon exercise of ISOs exceed 5,000,000 Shares (adjusted in
proportion to any adjustments under Section 2.2. hereof) over the term of the Plan.




     6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an
eligible person Shares that are subject to certain specified restrictions. The Committee



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will determine to whom an offer will be made, the number of Shares the person may purchase,
the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:



          6.1 Form of Restricted Stock Award. All purchases under a Restricted Stock Award made
pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase
Agreement”) that will be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s
execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares
to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is
delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase
Agreement along with full payment for the Shares to the Company within such thirty (30) days, then
the offer will terminate, unless otherwise determined by the Committee.




          6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Committee and will be at least eighty-five percent (85%) of the
Fair Market Value of the Shares on the date the Restricted Stock Award is granted or at the time
the purchase is consummated, except in the case of a sale to a Ten Percent Shareholder, in which
case the Purchase Price will be one hundred percent (100%) of the Fair Market Value on the date the
Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the
Purchase Price must be made in accordance with Section 7 hereof.




          6.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set
forth in Section 11 hereof or such other restrictions not inconsistent with Section 25102(o) of the
California Corporations Code.




     7. PAYMENT FOR SHARE PURCHASES.



          7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash
(by check) or, where expressly approved for the Participant by the Committee and where permitted by
law:





	 	(a)	 	by cancellation of indebtedness of the Company owed to the
Participant;
	 
	 	(b)	 	by surrender of shares that: (i) either (A) have been owned by
Participant for more than six (6) months and have been paid for within the meaning
of SEC Rule 144 (and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such shares) or (B)
were obtained by Participant in the public market and (ii) are clear of all liens,
claims, encumbrances or security interests;
	 
	 	(c)	 	by tender of a full recourse promissory note having such terms as may
be approved by the Committee and bearing interest at a rate sufficient to avoid
imputation of income under Sections 483 and 1274 of the Code; provided, however,
that Participants who are not employees or directors of the Company will not be
entitled to purchase Shares with a promissory note unless the note




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	 	 	 	is adequately secured by collateral other than the Shares; provided, further,
that the portion of the Exercise Price or Purchase Price, as the case may be,
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by Delaware General Corporation Law;






	 	(d)	 	by waiver of compensation due or accrued to the Participant from the
Company for services rendered;
	 
	 	(e)	 	with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company’s stock exists:






	 	(i)	 	through a “same day sale” commitment from the
Participant and a broker-dealer that is a member of the National
Association of Securities Dealers (an “NASD Dealer”) whereby the
Participant irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased sufficient to pay the total Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the total Exercise Price directly to the Company; or
	 
	 	(ii)	 	through a “margin” commitment from the Participant and
an NASD Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
total Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the total Exercise Price directly to the
Company; or






	 	(f)	 	by any combination of the foregoing.





          7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the
Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the
Company of a third-party loan to the Participant.




     8. WITHHOLDING TAXES.



          8.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards
granted under this Plan, the Company may require the Participant to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount
sufficient to satisfy federal, state, and local withholding tax requirements.




          8.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount required to be withheld,
the Committee may in its sole discretion allow the Participant to satisfy the minimum withholding
tax obligation by electing to have the Company withhold from the Shares to be issued that minimum
number of Shares having a Fair Market Value equal to the minimum




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amount required to be withheld, determined on the date that the amount of tax to be withheld
is to be determined; but in no event will the Company withhold Shares if such withholding would
result in adverse accounting consequences to the Company. All elections by a Participant to have
Shares withheld for this purpose will be made in accordance with the requirements established by
the Committee for such elections and be in writing in a form acceptable to the Committee.




     9. PRIVILEGES OF STOCK OWNERSHIP.



          9.1 Voting and Dividends. No Participant will have any of the rights of a stockholder
with respect to any Shares until the Shares are issued to the Participant. After Shares are issued
to the Participant, the Participant will be a stockholder and have all the rights of a stockholder
with respect to such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such Shares are
Restricted Stock, then any new, additional or different securities the Participant may become
entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any
other change in the corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to
Section 11 hereof. The Company will comply with Section 260.140.1 of Title 10 of the California
Code of Regulations with respect to the voting rights of Common Stock.




          9.2 Financial Statements. The Company will provide financial statements to each
Participant annually during the period such Participant has Awards outstanding, or as otherwise
required under Section 260.140.46 of Title 10 of the California Code of Regulations.
Notwithstanding the foregoing, the Company will not be required to provide such financial
statements to Participants when issuance is limited to key employees whose services in connection
with the Company assure them access to equivalent information.




     10. TRANSFERABILITY. Awards granted under this Plan, and any interest therein, will not
be transferable or assignable by Participant, other than by will or by the laws of descent and
distribution, and may not be made subject to execution, attachment or similar process. During the
lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s
legal representative and any elections with respect to an Award may be made only by the Participant
or Participant’s legal representative.



     11. RESTRICTIONS ON SHARES.



          11.1 Right of First Refusal. At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Award Agreement a right of first refusal to
purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a
third party, unless otherwise not permitted by Section 25102(o) of the California Corporations
Code, provided that such right of first refusal terminates upon the Company’s initial public
offering of Common Stock pursuant to an effective registration statement filed under the
Securities Act.




          11.2 Right of Repurchase. At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase Unvested




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Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed
to the Company by the Participant following such Participant’s Termination at any time within the
later of ninety (90) days after the Participant’s Termination Date and the date the Participant
purchases Shares under the Plan at the Participant’s Exercise Price or Purchase Price, as the case
may be, provided that, unless the Participant is an officer, director or consultant of the Company
or of a Parent or Subsidiary of the Company, such right of repurchase lapses at the rate of no
less than twenty percent (20%) per year over five (5) years from: (a) the date of grant of the
Option or (b) in the case of Restricted Stock, the date the Participant purchases the Shares.




     12. CERTIFICATES. All certificates for Shares or other securities delivered under this
Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee
may deem necessary or advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or quoted.



     13. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares set
forth in Section 11 hereof, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments of transfer approved by the
Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company
to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a
legend or legends referencing such restrictions to be placed on the certificates. Any Participant
who is permitted to execute a promissory note as partial or full consideration for the purchase of
Shares under this Plan will be required to pledge and deposit with the Company all or part of the
Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company
under the promissory note; provided, however, that the Committee may require or accept other or
additional forms of collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory note notwithstanding
any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the
Shares, Participant will be required to execute and deliver a written pledge agreement in such form
as the Committee will from time to time approve.



     14. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time,
authorize the Company, with the consent of the respective Participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at
any time buy from a Participant an Award previously granted with payment in cash, shares of Common
Stock of the Company (including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.



     15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. This Plan is intended to comply with
Section 25102(o) of the California Corporations Code. Any provision of this Plan which is
inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the
Board, be reformed to comply with the requirements of Section 25102(o). An Award will not be
effective unless such Award is in compliance with all applicable federal and state securities laws,
rules and regulations of any governmental body, and



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the requirements of any stock exchange or automated quotation system upon which the Shares may
then be listed or quoted, as they are in effect on the date of grant of the Award and also on the
date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this Plan prior to (i)
obtaining any approvals from governmental agencies that the Company determines are necessary or
advisable, and/or (ii) compliance with any exemption, completion of any registration or other
qualification of such Shares under any state or federal law or ruling of any governmental body that
the Company determines to be necessary or advisable. The Company will be under no obligation to
register the Shares with the SEC or to effect compliance with the exemption, registration,
qualification or listing requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or failure to do so.



     16. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan
will confer or be deemed to confer on any Participant any right to continue in the employ of, or to
continue any other relationship with, the Company or any Parent or Subsidiary of the Company or
limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate
Participant’s employment or other relationship at any time, with or without Cause.



     17. CORPORATE TRANSACTIONS.



          17.1 Assumption or Replacement of Awards by Successor or Acquiring Company. In the
event of (i) a dissolution or liquidation of the Company, (ii) a merger or consolidation in which
the Company is not the surviving corporation, (iii) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company immediately prior to such merger (other
than any stockholder which merges with the Company in such merger, or which owns or controls
another corporation which merges with the Company in such merger) cease to own their shares or
other equity interests in the Company, or (iv) the sale of all or substantially all of the assets
of the Company, any or all outstanding Awards may be assumed, converted or replaced by the
successor or acquiring corporation (if any), which assumption, conversion or replacement will be
binding on all Participants. In the alternative, the successor or acquiring corporation may
substitute equivalent Awards or provide substantially similar consideration to Participants as was
provided to stockholders (after taking into account the existing provisions of the Awards). The
successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares
of the Company held by the Participant, substantially similar shares or other property subject to
repurchase restrictions and other provisions no less favorable to the Participant than those which
applied to such outstanding Shares immediately prior to such transaction described in this Section
17.1. In the event such successor or acquiring corporation (if any) refuses to assume, convert,
replace or substitute Awards, as provided above, pursuant to a transaction described in this
Section 17.1, then notwithstanding any other provision in this Plan to the contrary, such Awards
will expire on such transaction at such time and on such conditions as the Board will determine.




          17.2 Other Treatment of Awards. Subject to any greater rights granted to Participants
under the foregoing provisions of this Section 17, in the event of the occurrence of any
transaction described in Section 17.1 hereof, any outstanding Awards will be treated as




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provided in the applicable agreement or plan of merger, consolidation, dissolution,
liquidation or sale of assets.




          17.3 Assumption of Awards by the Company. The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in
substitution of such other company’s award or (ii) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award granted under this
Plan. Such substitution or assumption will be permissible if the holder of the substituted or
assumed award would have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company assumes an award
granted by another company, the terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of shares issuable upon exercise of any such
option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the
Company elects to grant a new Option rather than assuming an existing option, such new Option may
be granted with a similarly adjusted Exercise Price.




     18. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on the date that
it is adopted by the Board (the “Effective Date”). This Plan will be approved by the stockholders
of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws,
within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board
may grant Awards pursuant to this Plan; provided, however, that: (i) no Option may be exercised
prior to initial stockholder approval of this Plan; (ii) no Option granted pursuant to an increase
in the number of Shares approved by the Board shall be exercised prior to the time such increase
has been approved by the stockholders of the Company; in the event that initial stockholder
approval is not obtained within the time period provided herein, all Awards granted hereunder shall
be canceled, any Shares issued pursuant to any Award shall be canceled and any purchase of Shares
issued hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in the number
of Shares approved by the Board which increase is not timely approved by stockholders shall be
canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of
Shares subject to any such Award shall be rescinded.



     19. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan
will terminate ten (10) years from the Effective Date or, if earlier, the date of stockholder
approval. This Plan and all agreements hereunder shall be governed by and construed in accordance
with the laws of the State of California.



     20. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at any
time terminate or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that
the Board will not, without the approval of the stockholders of the Company, amend this Plan in any
manner that requires such stockholder approval pursuant to Section 25102(o) of the California
Corporations Code or the Code or the regulations promulgated thereunder as such provisions apply to
ISO plans.



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     21. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the
granting of stock options and other equity awards otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.



     22. DEFINITIONS. As used in this Plan, the following terms will have the following
meanings:



          “Award” means any award under this Plan, including any Option or Restricted Stock Award.




          “Award Agreement” means, with respect to each Award, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the Award, including the
Stock Option Agreement and Restricted Stock Agreement.




          “Board” means the Board of Directors of the Company.




          “Cause” means Termination because of (i) any willful, material violation by the Participant of
any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the
Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law fraud, (ii) the
Participant’s commission of an act of personal dishonesty which involves personal profit in
connection with the Company or any other entity having a business relationship with the Company,
(iii) any material breach by the Participant of any provision of any agreement or understanding
between the Company or any Parent or Subsidiary of the Company and the Participant regarding the
terms of the Participant’s service as an employee, officer, director or consultant to the Company
or a Parent or Subsidiary of the Company, including without limitation, the willful and continued
failure or refusal of the Participant to perform the material duties required of such Participant
as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the
Company, other than as a result of having a Disability, or a breach of any applicable invention
assignment and confidentiality agreement or similar agreement between the Company or a Parent or
Subsidiary of the Company and the Participant, (iv) Participant’s disregard of the policies of the
Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the
property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (v)
any other misconduct by the Participant which is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to, the Company or a Parent or
Subsidiary of the Company.




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




          “Committee” means the committee created and appointed by the Board to administer this Plan, or
if no committee is created and appointed, the Board.




          “Company” means PayCycle, Inc., or any successor corporation.




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          “Disability” means a disability, whether temporary or permanent, partial or total, as
determined by the Committee.




          “Exercise Price” means the price at which a holder of an Option may purchase the Shares
issuable upon exercise of the Option.




          “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock
determined as follows:





	 	(a)	 	if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;
	 
	 	(b)	 	if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading as reported in The Wall Street Journal;
	 
	 	(c)	 	if such Common Stock is publicly traded but is not quoted on
the Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the
date of determination as reported by The Wall Street Journal (or, if
not so reported, as otherwise reported by any newspaper or other source as the
Board may determine); or
	 
	 	(d)	 	if none of the foregoing is applicable, by the Committee in
good faith.





          “Option” means an award of an option to purchase Shares pursuant to Section 5 hereof.




          “Parent” means any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company if each of such corporations other than the Company owns stock representing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.




          “Participant” means a person who receives an Award under this Plan.




          “Plan” means this PayCycle, Inc. 1999 Equity Incentive Plan, as amended from time to time.




          “Purchase Price” means the price at which a Participant may purchase Restricted Stock.




          “Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award.




          “Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof.




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          “SEC” means the Securities and Exchange Commission.




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




          “Shares” means shares of the Company’s Common Stock, $0.00001 par value, reserved for issuance
under this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and any successor security.




          “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.




          “Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, officer,
director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will
not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee, provided that such leave is
for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an
employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or
statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by
the Company’s Board and issued and promulgated in writing. In the case of any Participant on (i)
sick leave, (ii) military leave or (iii) an approved leave of absence, the Committee may make such
provisions respecting suspension of vesting of the Award while on leave from the Company or a
Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an
Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The
Committee will have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide services (the
“Termination Date”).




          “Unvested Shares” means “Unvested Shares” as defined in the Award Agreement.




          “Vested Shares” means “Vested Shares” as defined in the Award Agreement.





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