Exhibit 10.13  VITESSE
SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN  1.Purposes
of Plan.  The purposes of
this 2001 Stock Incentive Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Consultants and Directors of the Company and its
Subsidiaries and to promote the success of the Companys business. Awards
granted under the Plan may be incentive stock options (as defined under Section 422
of the Code) or non-statutory 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 promulgated thereunder, and any other awards selected
by the Administrator to be granted under the plan from time to time.  2.Definitions.  As used herein, the following definitions
shall apply:  Administrator
means the Board or any Committee selected to administer the Plan, in accordance
with Section 4 of the Plan.  Award means an
Option or any other award selected by the Committee to be granted under this
Plan. Board means the Board of Directors of the Company.  Change in Control
Event means (i) a consolidation or merger of the Company with or into
any other entity or entities, or the effectuation by the Company of a
transaction or series of related transactions in which more than 50% of the
voting power of the Company is disposed of, or (ii) a sale, conveyance or
disposition of all or substantially all the assets of the corporation.  Code means the
Internal Revenue Code of 1986, as amended from time to time, and any successor
thereto.  Committee means
a Committee, if any, appointed by the Board in accordance with paragraph (a) of
Section 4 of the Plan.  Common Stock
means the Common Stock, no par value per share, of the Company. Company means
Vitesse Semiconductor Corporation, a Delaware corporation.  Consultant means
any person, including an advisor, who is engaged by the Company or any Parent
or Subsidiary to render services and is compensated for such services, provided
the term Consultant shall not include Directors who are not compensated for
their services or are paid only a Directors fee by the Company.  Continuous Status as
an Employee or Consultant means the absence of any interruption or
termination of service as an Employee or Consultant. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of: (i) any
leave of absence approved by the Administrator, including sick leave, military
leave, or any other personal leave; provided, however, that for purposes of
Incentive Stock Options any such leave may not exceed ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute; or (ii) transfers between
locations of the Company or between the Company, its Parent, its Subsidiaries,
or its successor.  Director shall
mean a member of the Board.  Disability means
total and permanent disability, as defined in Section 22(e)(3) of the
Code.  Employee means
any person, including Officers and Directors, employed by the Company, Parent
or any Subsidiary. The payment of Directors fees by the Company shall not be
sufficient to constitute employment by the Company.  Exchange Act
means the Securities Exchange Act of 1934, as amended.  Fair Market Value
means, as of any date the value of Common Stock determined as follows:  (a)If the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the National Market System of the National  1


Association of
Securities Dealers, Inc. Automated Quotation (NASDAQ) System, the Fair
Market Value of a Share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange (or, if listed on more than one exchange, the exchange with the
greatest volume of trading in Common Stock) or system on the day of
determination, as reported in the Wall Street Journal or such other source as
the Administrator deems reliable;  (b)If the
Common Stock is quoted on the NASDAQ System (but not on the National market System
thereof) or regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall
be the mean between the bid and asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Administrator deems reliable;  (c)In the
absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.  (d)Notwithstanding anything in the foregoing
to the contrary, with respect to grants of options on days when the relevant
exchange, system or quoting security dealer is closed, Fair Market Value of a
Share of Common Stock may be calculated as otherwise determined in this Section 2
but on the last market day prior to the day of determination.  Incentive Stock
Option means an Option that satisfies the provisions of Section 422
of the Code.  Issued Shares
means, for any fiscal year, the number of shares of the Companys Common Stock
outstanding on the last day of the fiscal year, plus any shares reacquired by
the Company during the preceding fiscal year.  Nonstatutory Stock
Option means an Option that is not an Incentive Stock Option.  Officer means an
officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.  Option means a
stock option granted pursuant to the Plan.  Optioned Stock
means the Common Stock subject to an Option.  Optionee means
an Employee, Director or Consultant who holds an Option.  Outside Director
means a Director who is not an Employee.  Parent
corporation shall have the meaning defined in Section 424(e) of the
Code.  Participant
means a holder of an Award under this Plan.  Plan means this
2001 Stock Option Plan.  Share means a
share of the Common Stock, as adjusted in accordance with Section 10 of
the Plan.  Substitute Awards
shall mean awards granted in assumption of, or in substitution for, outstanding
awards previously granted by a company acquired by the Company or with which
the Company combines.  Subsidiary
corporation shall have the meaning defined in Section 424(f) of the
Code.  In
addition, the terms Rule 16b-3 and Applicable Laws, the term 10%
Stockholder, and the term Tax Date shall have the meanings set forth,
respectively, in Sections 4, 7 and 8 below.  3.Stock
Subject to the Plan.  (a)Subject
to the provisions of Section 10 of the Plan, the maximum aggregate number
of Shares which may be subject to Awards under the Plan is Forty Nine Million
Five Hundred Thirty Four Thousand Three Hundred Twenty Eight (49,534,328)
shares.  2


(b)The
Shares may be authorized, but unissued, or reacquired Common Stock.  (c)If an
Award should expire or become unexercisable or otherwise forfeited for any
reason without having been exercised in full or settled in stock, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for other Awards under the Plan. If the
Company reacquires Shares which were issued pursuant to the exercise of an
Option, such Shares shall not become available for future grant under the Plan.  (d)Shares
underlying Substitute Awards shall not reduce the number of Shares remaining
available for issuance under the Plan.  4.Administration
of the Plan.  (a)Composition of
Administrator.  (i)Administration
With Respect to Directors. With respect to grants of Awards to Outside
Directors of the Company, the Plan shall be administered by the Board.  (ii)Administration
With Respect to Consultants and Other Employees. With respect to grants of
Awards to Employees or Consultants of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the
Board intended to satisfy the requirements of Rule 16b-3 of the Exchange
Act and Section 162(m) of the Code, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws.  (iii)Multiple Administrative Bodies.  If permitted by Rule 16b-3 and by the
Applicable Laws, the Plan may (but need not) be administered by different
administrative bodies with respect to Directors, non-Director Officers, and Employees
and Consultants who are neither Directors nor Officers.  (iv)General.  Once a Committee has been appointed pursuant
to subsection (i) or (ii) of this Section 4(a), 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 therefore, fill vacancies (however
caused) or remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the Applicable Laws, and,
in the case of a Committee appointed under subsection (i) hereof, to the
extent permitted by Rule 16b-3 as it applies to a plan intended to qualify
thereunder as a discretionary plan.  (b)Powers
of the Administrator with respect to Employees and Consultants.  Subject to the provisions of the Plan, and,
in the case of a Committee, subject to 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
of the Plan;  (ii)to
select the Officers, Consultant and Employees to whom Awards may from time to
time be granted hereunder;  (iii)to determine whether and to what extent
Options are granted hereunder;  (iv)to
determine the number of shares of Common Stock to be covered by each such
Option granted hereunder;  (v)to
approve forms of agreement for use under the Plan;  (vi)to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Award granted hereunder (including, but not limited to, whether
such Option is an Incentive Stock Option or a Nonstatutory Stock Option, the
exercise price and any restriction or limitation, or any vesting acceleration
or waiver of forfeiture  3


restrictions
regarding any Option or other award and/or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator shall
determine, in its sole discretion) and to provide for the grant of Awards other
than Options on terms determined in their discretion; provided, however, that
in the event of a merger or asset sale, the applicable provisions of Section 10
of the Plan shall govern vesting acceleration;  (vii)to determine whether and under what
circumstances an Option may be settled in cash instead of Common Stock;  (viii)to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;  (ix)to
interpret the Plan;  (x)to
prescribe, amend and rescind rules and regulations relating to the Plan;  (xi)with
the consent of the holder thereof, to modify or amend each Option; and  (xii)to make all other determinations deemed
necessary or advisable for the administration of the Plan.  (c)Powers of the Board with respect to Directors. 
Subject to the provisions and restrictions of the Plan, the Board shall
have the authority, in its discretion: (i) to determine, upon review of
relevant information and in accordance with Section 2 of the Plan, the
Fair Market Value of the Common Stock; (ii) to interpret the Plan; (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Award previously granted hereunder; and (v) to
make all other determinations deemed necessary or advisable for the
administration of the Board.  (d)Effect of Administrators Decision. 
All decisions, determinations and interpretations of the Administrator
shall be final and binding on all Optionees.  5.Eligibility.  (a)Eligibility
for Employees and Consultants. 
Nonstatutory Stock Options and other Awards may be granted to Employees
and Consultants. Incentive Stock Options may be granted only to Employees. An
Optionee who has been granted an Option may, if he or she is otherwise
eligible, be granted additional Options.  (b)Eligibility
for Outside Directors.  Awards may be
granted to Outside Directors. All Options shall be automatically granted in
accordance with the terms set forth in Section 7 hereof. An Outside
Director who has been granted an Option may, if he or she is otherwise
eligible, be granted an additional Option or Options in accordance with such
provisions.  (c)No
Employment Agreement.  Neither the
Plan nor any Option agreement shall confer upon any Optionee any right with
respect to continuation of employment by or service as a Director or Consultant
to the Company, no shall it interfere in any way with the Optionees right or
the Companys right to terminate the Optionees employment or other
relationship at any time.  (d)Limitation
on Grants.  No Employee shall be
granted, in any fiscal year of the Company, Options to purchase more than
2,500,000 Shares.  6.Term of
Plan.  The Plan shall
become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 12 of
the Plan.  Nothing with respect to this
amendment and restatement of the Plan shall be deemed to have changed the term
of the plan.  4


7.Options.  (a)Grants
with respect to Outside Directors. 
All grants of Options to Outside Directors hereunder shall be automatic
and non-discretionary and shall be made strictly in accordance with the
following provisions:  (i)No
person shall have any discretion to select which Outside Directors shall be
granted Options or to determine the number of Shares to be covered by Options
granted to Outside Directors.  (ii)During
the term of the Plan, each Outside Director shall automatically receive an
Option to purchase 40,000 Shares (the Annual Option) on each January 1
following the approval of this Plan.  (iii)Unless otherwise provided for by the Board,
each Outside Director who is nominated or elected to the Board during the term
of the Plan shall receive an Option to purchase 75,000 Shares on the date of
such election or nomination (the New Director Grant). Notwithstanding the
foregoing, the Board shall have the authority to grant a pro rata portion of
the New Director Grant to reflect the portion of the year served or to
determine that the New Director Grant is not necessary.  (iv)The
terms of each Option granted hereunder shall be as follows:  (A)the
term of the Option shall be ten (10) years; and  (B)the
Option shall be exercisable only while the Outside Director remains a Director
of the Company, except as set forth in Section 7(e) hereof; and  (C)the
exercise price per Share shall be 100% of the Fair Market Value per Share on
the date of grant of the Option or as otherwise calculated pursuant to Section 2
of the Plan; and  (D)the
Option shall be fully exercisable as of one year and one day following the date
of grant, so long as the Optionee remains a Director, except as set forth in Section 7(e) hereof.  (v)In
the event that any Option granted under the Plan would cause the number of
Shares subject to outstanding Options plus the number of Shares previously
purchased upon exercise of Options to exceed the number of authorized Shares
under Section 3 hereof, then each such automatic grant shall be for that
number of Shares determined by dividing the total number of Shares remaining
available for grant by the number of Outside Directors on the automatic grant
date. No further grants shall be made until such time, if any, as additional
Shares become available for grant under the Plan through action of the
stockholders to increase the number of Shares which may be issued under the
Plan or through cancellation or expiration of Options previously granted
hereunder.  (b)Grants
with respect to Employees and Consultants. 
The Administrator, in its discretion, may grant Options to eligible
participants and shall determine whether such Options shall be Incentive Stock
Options or Nonstatutory Stock Options. Each Option shall be evidenced by a
written Option agreement which shall expressly identify the Options as
Incentive Stock Options or as Nonstatutory Stock Options, and be in such form
and contain such provisions as the Administrator shall from time to time deem
appropriate. Without limiting the foregoing, the Administrator may, at any
time, or from time to time, authorize the Company, with the consent of the
respective recipients, to issue Options in exchange for the surrender and
cancellation of any or all outstanding Options.  (c)Terms and Conditions
of Option Agreements.  (i)Exercise
Price; Number of Shares.  The per
Share exercise price for the Shares issuable upon exercise of an Option shall
be such price as is determined by the Administrator. The Option agreement shall
specify the number of Shares to which it pertains.  5


(ii)Waiting
Period; Exercisability; Term.  At the
time an Option is granted, the Administrator will determine the terms and
conditions to be satisfied before Shares may be purchased, including the dates
on which Shares subject to the Option may first be purchased or the conditions
which must be satisfied prior to the purchase. The Administrator may specify
that an Option may not be exercised until the completion of the service period
specified at the time of grant. (Any such period is referred to herein as the waiting
period.) At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised, which shall not be less than
the waiting period, if any, nor more than ten (10) years from the date of
grant.  (iii)Form of Payment.  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) promissory note, (4) other Shares which (x) in
the case of Shares acquired upon exercise of an Option, have been owned by the
Optionee for more than six months on the date of surrender and (y) have a
Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised, (5) delivery
of a properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company the amount of sale or loan
proceeds required to pay the exercise price, (6) any combination of the
foregoing methods of payment, or (7) such other consideration and method
of payment for the issuance of Shares to the extent permitted under Applicable
Laws.  (iv)Special
Incentive Stock Option Provisions. 
In addition to the foregoing, Options granted under the Plan which are
intended to be Incentive Stock Options under Section 422 of the Code shall
be subject to the following terms and conditions:  (A)Exercise
Price.  The per share exercise price
for the Shares issuable uponexercise of the Option shall be no less than 100%
of the Fair Market Value of Common Stock, determined as of the date of the
grant of the Option.  (B)Dollar
Limitation.  To the extent that the
aggregate Fair Market Value of (i) the Shares with respect to which
Options designated as Incentive Stock Options plus (ii) the shares of
stock of the Company, Parent and any Subsidiary with respect to which other
incentive stock options are exercisable for the first time by an Optionee
during any calendar year under all plans of the Company and any Parent and
Subsidiary exceeds $100,000, such Options shall be treated as Nonstatutory
Stock Options.  For purposes of the
preceding sentence, (i) Options shall be taken into account in the order
in which they were granted, and (ii) the Fair Market Value of the Shares
shall be determined as of the time the Option or other incentive stock option
is granted.  (C)General.  Except as modified by the preceding
provisions of this subsection 7(a)(iv) and except as otherwise limited by Section 422
of the Code, all of the provisions of the Plan shall be applicable to the
Incentive Stock Options granted hereunder.  (v)10%
Stockholder.  If any Optionee to whom
an Incentive Stock Option is to be granted pursuant to the provisions of the
Plan is, on the date of grant, the owner of Common Stock (as determined under Section 424(d) of
the Code) possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary (a 10% Stockholder), then
the following special provisions shall be applicable to the Option granted to
such individual:  6


(A)The
per Share Option price of Shares subject to such Incentive Stock Option shall
not be less than 110% of the Fair Market Value of Common Stock on the date of
grant; and  (B)The
Option shall not have a term in excess of five (5) years from the date of
grant.  (vi)Rule 16b-3.  Grants of options to Directors, Officers and
10% Stockholders must comply with the applicable provisions of Rule 16b-3
and such Options shall contain such additional conditions or restrictions, if
any, as may be required by Rule 16b-3 to be in the written Option Agreement
in order to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.  (vii)Other Provisions.  Each Option granted under the Plan may
contain such other terms, provisions, and conditions not inconsistent with the
Plan as may be determined by the Administrator.  (viii)Buyout Provisions.  The Administrator may at any time offer to
buy out, for a payment in cash or Shares, an Option previously granted, based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made. Any such cash
offer made to an Officer or Director shall comply with the provisions of Rule 16b-3
relating to cash settlement of stock appreciation rights. This provision is
intended only to clarify the powers of the Administrator and shall not in any
way be deemed to create any rights on the part of Optionees to buyout offers or
payments.  (d)Method of Exercise.  (i)Exercisability.  Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator and as shall be permissible under the terms of the Plan.  (ii)No
Fractional Shares.  An Option may not
be exercised for a fraction of a Share.  (iii)Procedure for Exercise; Rights as a
Stockholder.  An Option shall be
deemed to be exercised when the Company receives: (i) written notice of
such exercise in accordance with the terms of the Option from the person
entitled to exercise the Option and (ii) full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment allowable under subsection 7(c)(iii) of
the Plan, as authorized by the Administrator (and, in the case of an Incentive
Stock Option, determined at the time of grant) and permitted by the Option
Agreement. Shares issued upon exercise of an Option shall be issued in the name
of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, 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 10
of the Plan.  (iv)Effect
of Exercise.  Exercise of an Option
in any manner shall result in a decrease in the number of Shares which
thereafter shall 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.  (e)Effect of
Termination.  (i)Termination
of Status as a Director.  If an
Outside Director ceases to serve as a Director, he or she may, but only within
three (3) months after the date he or  7


she ceases to be a
Director of the Company, exercise his or her Option to the extent that he or
she was entitled to exercise it at the date of such termination.
Notwithstanding the foregoing, in no event may the Option be exercised after
its ten year term has expired. To the extent that he or she was not entitled to
exercise an Option at the date of such termination, of if he or she does not
exercise such Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate.  (ii)Termination
of Employment or Consulting Relationship. 
In the event an Optionees Continuous Status as an Employee or
Consultant terminates (other than upon the Optionees death or disability), the
Optionee may exercise his or her Option, but only within such period of time
not to exceed six (6) months as is determined by the Administrator (with
such determination being made at the time of grant and not exceeding ninety
(90) days in the case of an Incentive Stock Option) from the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). If, at the
date of termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall be
returned to the Plan as of the termination date. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and all remaining Shares covered by such Option
shall be returned to the Plan at the end of such period.  (iii)Disability of Optionee.  In the event an Optionees Continuous Status
as an Employee or Consultant terminates as a result of the Optionees
Disability, the Optionee may exercise his or her Option, but only within six (6) months
from the date of such termination, and only to the extent that the Optionee was
entitled to exercise it at the date of such termination (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). If, at the date of termination due to Disability, the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall be returned to the Plan as of the
date of Disability. If, after such termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall terminate,
and all remaining Shares covered by such Option shall be returned to the Plan
at the end of such period.  (iv)Death
of Optionee. In the event of an Optionees death, the Optionees estate or
a person who acquired the right to exercise the deceased Optionees Option by
bequest or inheritance may exercise the Option, but only within six (6) months
following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).
If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option
shall be returned to the Plan as of the date of death. If, after death, the
Optionees estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
be returned to the Plan at the end of such period.  (f)Early
Exercise. Options may, but need not, include a provision whereby the
Optionee may elect at any time before the Optionees Continuous Service terminates
to exercise the Option as to any part of all of the shares of Common Stock
subject to the Option prior to the full vesting of the Option. Any unvested
shares of Common Stock so purchased may be subject to a repurchase option in
favor of the Company or to any other restriction the Board determines to be
appropriate.  8.Stock
Withholding to Satisfy Withholding Tax Obligations.  (a)Ability
to Use Stock for Withholding.  At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this Section 8. When an Optionee incurs tax liability in
connection with the exercise of an Option, which tax liability is subject to
tax  8


withholding under
applicable tax laws, and the Optionee is obligated to pay the Company an amount
required to be withheld under applicable tax laws, the Optionee may satisfy the
withholding tax obligation by electing to have the Company withhold from the
Shares to be issued upon exercise of the Option that number of Shares having a
Fair Market Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined (Tax Date).  (b)Election
to Have Stock Withheld. All elections by an Optionee to have Shares
withheld for this purpose shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:  (i)the
election must be made on or prior to the applicable Tax Date;  (ii)once
made, the election shall be irrevocable as to the particular Shares of the
Option as to which the election is made (unless otherwise permitted by
applicable tax regulations under the Code);  (iii)all elections shall be subject to the consent
or disapproval of the Administrator; and  (iv)if
the Optionee is a Director, Officer or 10% Stockholder, the election must
comply with the applicable provisions of Rule 16b-3 and shall be subject
to such additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.  (c)Section 83(b) Election. In the event the election to have
Shares withheld is made by an Optionee, no election is filed under Section 83(b) of
the Code and the Tax Date is deferred under Section 83 of the Code, the
Optionee shall receive the full number of Shares with respect to which the
Option is exercised but such Optionee shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.  9.Limitations
on Transfer.  Options
granted under this Plan, and any interest therein, shall not be transferable or
assignable by the Optionee, and may not be subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder.
The designation of a beneficiary by an Optionee does not constitute a transfer.
An Option shall be exercisable during the lifetime of the Optionee only by the
Optionee; provided, however, that Nonstatutory Stock Options held by an Optionee
may be transferred to such family members, trusts and charitable institutions
as the Administrator, in its sole discretion, shall approve, unless otherwise
restricted from such transfer under the terms of the grant.  10.Adjustments
Upon Changes in Capitalization or Merger.  (a)Stock
Splits and Similar Events. Subject to any required action by the stockholders
of the Company, the number of Shares covered by each outstanding Award, and the
number of Shares which have been authorized for issuance under the Plan but as
to which no Awards have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
Share covered by each outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the aggregate number of
issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed for this purpose to have been effected without receipt of
consideration. Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive.  (b)Dissolution
or Liquidation.   In the event of the
proposed dissolution or liquidation of them Company, all outstanding Awards
will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. The Board may, in the exercise of its
sole discretion in such instances, declare that any Award shall terminate as of  9


a date fixed by
the Board and give each Optionee the right to exercise his or her Award as to
all or any part of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable.  (c)Sale
of Assets or Merger. In the event of a merger of the Company with or into
another corporation, the Award shall be assumed or an equivalent option or
award shall be substituted by the successor corporation or a Parent or
Subsidiary of such successor corporation. In the event that such successor
corporation does not agree to assume the Award or to substitute an equivalent
option or award, the Board shall, in lieu of such assumption or substitution,
provide for the Optionee to have the right to exercise the Award as to all of
the Optioned Stock, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable. If the Board makes an Award fully
exercisable (or vested) in lieu of assumption or substitution in the event of a
merger, the Board shall notify the Participant that the Option shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option will terminate upon the expiration of such period. For the purposes
of this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the assumed option confers the right to purchase, for
each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets
was not solely common stock of the successor corporation or its Parent, the
Board may, with the consent of the successor corporation and the participant,
provide for the consideration to be received upon the exercise of the Option,
for each Share of Optioned Stock subject to the Option, to be solely common
stock of the successor corporation or its Parent equal in Fair Market Value to
the per share consideration received by holders of Common Stock in the merger
or sale of assets.  (d)No
Other Adjustments.  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 subject to an Award.  (e)Acceleration  in connection with Change in Control.  In the event of a Change in Control Event,
the Administrator may, in its discretion, provide that any outstanding Award
shall become fully vested, free of restrictions, and payable to the holder of
such Award.  The Administrator may take
such action with respect to all Awards then outstanding or only with respect to
certain specific awards identified by the Administrator in the circumstances.  11.Time of
Granting Options. The date of grant of an Award shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Award. To the extent that grants are made by the Compensation
Committee, all grants will be made at a meeting of the Compensation Committee.
Except with respect to Options granted to new employees, all Options granted
pursuant to the Plan shall be granted during a Trading Window Period as defined
by the Companys Insider Trading Policy. Notice of the determination shall be
given to each Employee or Consultant to whom an Award is so granted within a
reasonable time after the date of such grant.  12.Amendment
and Termination of the Plan.  (a)Amendment
and Termination.  The Board may at
any time amend, alter, suspend, or terminate the Plan. The Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a
degree as is to the extent necessary and desirable to comply with Rule 16b-3
under the Exchange Act or Section 422 of the Code (or any other applicable
law or regulation, including the requirements of any exchange or quotation
system on which the Common Stock is) in such a manner and to such a degree as
is listed or quoted in such a manner and to such a degree as is required by
such law or regulation.  10


(b)Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Participant with respect to Awards already granted unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing signed by the Participant and the Company.  13.Conditions
Upon Issuance of Shares.  (a)Compliance
with Laws.  Shares shall not be
issued upon exercise of an Option or the vesting of an Award unless such
exercise and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, state securities laws and the requirements
of any stock exchange or quotation system upon which the Shares may then be
listed or quoted, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.  (b)Investment
Intent.  As a condition to the
exercise of an Option or the issuance of Shares upon exercise of an Option, the
Company may require the person exercising such Option 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.  (c)No
Company Liability.  Inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Companys counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the non-issuance or sale of such Shares as to which
such requisite authority shall not have been obtained.  (d)Grants
Exceeding Allotted Shares.  If the
Stock covered by an Award exceeds, as of the date of grant, the number of
Shares which may be issued under the Plan without additional stockholder
approval, such Option shall be void with respect to such excess stock, unless
stockholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan to permit full exercise or settlement of the Award
is timely obtained in accordance with Section 15 of the Plan.  14.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
and the Awards granted hereunder.  15.Stockholder
Approval.  (a)Requirement. 
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 as provided in Section 6 and at or prior to the first annual
meeting of stockholders held subsequent to the first granting of an Option
hereunder.  Such stockholder approval
shall be obtained in the manner and to the degree that is required under
applicable federal and state laws.  (b)Manner of Solicitation. 
Approval of the Plan by the stockholders of the Company shall be
solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.  Effective: September 4, 2009  11