Exhibit 4.1


MIRA VIDA MEDIA, INC.


2005 STOCK PLAN


1.             Purposes
of the Plan.  The purposes
of this Mira Vida Media, Inc. 2005 Stock Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to
provide additional incentive to Employees and Consultants, and to promote the
success of the Company’s business. 
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant of an option and subject to the applicable provisions of Section 422 of
the Code and the regulations promulgated thereunder.  Stock purchase rights may also be granted
under the Plan.


2.             Definitions.  As used herein, the following definitions
shall apply:


(a)           “Administrator”
means the Board or a Committee.


(b)           “Applicable
Laws” means all applicable laws, rules, regulations and
requirements, including, but not limited to, all applicable U.S. federal or
state laws, any Stock Exchange rules or regulations, and the applicable laws,
rules or regulations of any other country or jurisdiction where Options or
Stock Purchase Rights are granted under the Plan or Participants reside or
provide services, as such laws, rules, and regulations shall be in effect from
time to time.


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


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


(e)           “Change of Control” means


(i)            a sale, transfer or
disposition of all or substantially all of the Company’s assets other than to
(A) a corporation or other entity of which at least a majority of










 



its combined voting power
is owned directly or indirectly by the Company, (B) a corporation or other
entity owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of Common Stock, or (C) a
continuing or surviving entity described in subsection (ii) below;


(ii)           any merger,
consolidation or other business combination transaction of the Company with or
into another corporation, entity or person, other than a transaction in which
the holders of at least a majority of the shares of voting capital stock of the
Company outstanding immediately prior to such transaction continue to hold
(either by such shares remaining outstanding or by their being converted into
shares of voting capital stock of the surviving entity) a majority of the total
voting power represented by the shares of voting capital stock of the Company
(or the surviving entity) outstanding immediately after such transaction; or


(iii)          the direct or indirect
acquisition (including by way of a tender or exchange offer) by any person, or
persons acting as a group, of beneficial ownership or a right to acquire
beneficial ownership of shares representing a majority of
the voting power of the then outstanding shares of capital stock of the
Company; provided that the term “person” shall not include the Company or those
entities described in subsections (i)(A) and (B) above.


Notwithstanding anything
stated herein, a transaction shall not constitute a “Change of Control” if its
sole purpose is to change the state of the Company’s incorporation, to create a
holding company that will be owned in substantially the same proportions by the
persons who hold the Company’s securities immediately before such transaction,
or to consummate an equity financing approved by the Board.


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


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


(h)           “Common
Stock” means the Company’s common stock.


(i)            “Company”
means Mira Vida Media, Inc., a Delaware corporation.


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


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



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status from an Employee
to a Consultant or from a Consultant to an Employee will not constitute an
interruption or termination of Continuous Service Status.


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


(m)          “Disability” means “disability” within the meaning
of Section 22(e)(3) of the Code; provided that, to the extent required by
Applicable Laws, “disability” means the inability of the Participant, in the
opinion of a qualified physician acceptable to the Company, to perform the
major duties of the Participant’s position with the Company, or any Parent or
Subsidiary, because of the sickness or injury of the Participant.


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


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


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


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


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


(s)           “Named
Executive” means any individual who, on the last day of the
Company’s fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer).  Such officer status shall be determined
pursuant to the executive compensation disclosure rules under the Exchange Act.


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


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


(v)           “Option
Agreement” means a written document, the form(s) of which shall
be approved from time to time by the Administrator, reflecting the terms of an
Option



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granted under the Plan
and includes any documents attached to or incorporated into such Option
Agreement, including, but not limited to, a notice of stock option grant and a
form of exercise notice.


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


(x)            “Optioned
Stock” means Shares that are subject to an Option or that were
issued pursuant to the exercise of an Option.


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


(z)            “Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if, at the time of grant of the award,
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.  A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.


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


(bb)         “Plan”
means this 2005 Stock Plan.


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


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


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


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


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


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


(ii)           “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of grant of the award,



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each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.  A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.


(jj)           “Ten
Percent Holder” means a person who owns stock representing more
than 10% of the voting power of all classes of stock of the Company or any
Parent or Subsidiary measured as of an award’s date of grant.


3.             Stock
Subject to the Plan. 
Subject to the provisions of Section 14 below, the maximum aggregate
number of Shares that may be issued under the Plan is 1,000,000 Shares and the
maximum number of Shares that may be issued under the Plan pursuant to
Incentive Stock Options is 1,000,000 Shares. 
The Shares issued under the Plan may be authorized, but unissued, or
reacquired Shares.  If an award should
expire or become unexercisable for any reason without having been exercised in
full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares that were subject thereto shall, unless the Plan shall have been
terminated, again become available for future grant under the Plan.  In addition, any Shares which are retained by
the Company upon exercise of an award in order to satisfy the exercise or
purchase price for such award or any withholding taxes due with respect to such
exercise or purchase shall be treated as not issued and shall continue to be
available under the Plan.  Shares issued
under the Plan and later repurchased by the Company pursuant to a forfeiture
provision under the terms of the award (including, without limitation, upon
repurchase by the Company in connection with the termination of a Participant’s
Continuous Service Status) shall again be available for future grant under the
Plan.


4.             Administration of the Plan.


(a)           General.  The Plan shall be administered by the Board
or a Committee, or a combination thereof, as determined by the Board.  The Plan may be administered by different
administrative bodies with respect to different classes of Participants and, if
permitted by the Applicable Laws, the Board may authorize one or more officers
of the Company to make awards under the Plan to Employees and Consultants (who
are not subject to Section 16 of the Exchange Act) within parameters specified
by the Board.


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


(c)           Powers of
the Administrator. 
Subject to the provisions of the Plan and in the case of a Committee,
the specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:



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


(ii)           to select the Employees
and Consultants to whom Options and Stock Purchase Rights may from time to time
be granted;


(iii)          to determine whether and
to what extent Options and Stock Purchase Rights are granted;


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


(v)           to approve the form(s)
of agreement(s) and other related documents used under the Plan;


(vi)          to determine the terms
and conditions, not inconsistent with the terms of the Plan, of any award
granted hereunder, which terms and conditions include but are not limited to
the exercise or purchase price, the time or times when awards may be exercised
(which may be based on performance criteria), the circumstances (if any) when
vesting will be accelerated or forfeiture restrictions will be waived, and any
restriction or limitation regarding any Option, Optioned Stock, Stock Purchase
Right or Restricted Stock, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


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


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


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


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


(xi)           in order to fulfill the
purposes of the Plan, to modify grants of Options or Stock Purchase Rights to
Participants who are foreign nationals or employed outside of the United States
in order to recognize differences in local law, tax policies or customs.



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5.             Eligibility.


(a)           Recipients
of Grants.  Nonstatutory
Stock Options and Stock Purchase Rights may be granted to Employees and
Consultants.  Incentive Stock Options may
be granted only to Employees.


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


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


(d)           No
Employment Rights.  The
Plan shall not confer upon any Employee or Consultant any right with respect to
continuation of an employment or consulting relationship with the Company (any
Parent or Subsidiary), nor shall it interfere in any way with such Employee’s
or Consultant’s right or the Company’s (Parent’s or Subsidiary’s) right to
terminate his or her employment or consulting relationship at any time, with or
without cause.


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


7.             Term of
Option.  The term of each
Option shall be the term stated in the Option Agreement; provided that the term
shall be no more than ten (10) years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement and provided further
that, in the case of an Incentive Stock Option granted to a person who at the
time of such grant is a Ten Percent Holder, the term of the Option shall be
five (5) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement.


8.             Reserved.


9.             Option Exercise Price and Consideration.


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


(i)            In the case of an
Incentive Stock Option


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



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(B)           granted to any other
Employee, the per Share exercise price shall be no less than 100% of the Fair
Market Value of a Share on the date of grant.


(ii)           In the case of a
Nonstatutory Stock Option


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


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


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


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


(b)           Permissible
Consideration.  The
consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option and to the extent
required by Applicable Law, shall be determined at the time of grant) and may
consist entirely of (1) cash; (2) check; (3)  to the extent
permitted under Applicable Laws, delivery of a promissory note with such
recourse, interest, security and redemption provisions as the Administrator
determines to be appropriate; (4) cancellation of indebtedness; (5) other
Shares that have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the Option is exercised,
provided that in the case of Shares acquired, directly or indirectly, from the
Company, the Administrator may, in its sole discretion, require that Shares
tendered for payment be previously held by the Participant for a minimum
duration (e.g., to avoid financial accounting charges to the Company’s
earnings); (6) to the extent permitted under Applicable Laws, delivery of
a properly executed exercise notice together with such other documentation as
the Administrator and a securities broker approved by the Company shall require
to effect exercise of the Option and prompt delivery to the Company of the sale
or loan proceeds required to pay the exercise price and any applicable
withholding taxes; (7) such other consideration and method of payment
permitted under Applicable Laws; or (8) any combination of the foregoing
methods of payment.  In making its determination
as to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to



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benefit the Company and
the Administrator may, in its sole discretion, refuse to accept a particular
form of consideration at the time of any Option exercise.


10.           Exercise of Option.


(a)           General.


(i)            Exercisability.
Any Option granted hereunder shall be exercisable at such times and under
such conditions as determined by the Administrator, consistent with the term of
the Plan and reflected in the Option Agreement, including vesting requirements
and/or performance criteria with respect to the Company and/or the Optionee;
provided however that, if required by Applicable Laws, any Option granted prior
to the date, if ever, upon which the Common Stock becomes a Listed Security
shall become exercisable at the rate of at least 20% per year over five (5)
years from the date the Option is granted. 
In the event that any of the Shares issued upon exercise of an Option (which
exercise occurs prior to the date, if ever, upon which the Common Stock becomes
a Listed Security) should be subject to a right of repurchase in the Company’s
favor, such repurchase right shall, if required by Applicable Laws, lapse at
the rate of at least 20% per year over five (5) years from the date the Option
is granted.  Notwithstanding the above,
in the case of an Option granted to an officer, Director or Consultant of the
Company, or any Parent or Subsidiary, the Option may become fully exercisable,
or a repurchase right, if any, in favor of the Company shall lapse, at any time
or during any period established by the Administrator.


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


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


(iv)          Procedures
for and Results of Exercise.  An
Option shall be deemed exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and the Company has received full payment
(including applicable withholding obligations, if any) for the Shares with
respect to which the Option is exercised. 
Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 9(b)



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above, provided that the
Administrator may, in its sole discretion, refuse to accept any form of
consideration at the time of any Option exercise.


Exercise of an Option in
any manner shall result in a decrease in the number of Shares that thereafter
may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


(v)           Rights as
Stockholder.  Until the
issuance of the Shares (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 14 below.


(b)           Termination
of Employment or Consulting Relationship.  The Administrator shall establish and set
forth in the applicable Option Agreement the terms and conditions upon which an
Option shall remain exercisable, if at all, following termination of an
Optionee’s Continuous Service Status, which provisions may be waived or
modified by the Administrator at any time. 
To the extent that an Option Agreement does not specify the terms and
conditions upon which an Option shall terminate upon termination of an Optionee’s
Continuous Service Status, the following provisions shall apply:


(i)            General Provisions.  To the extent that the Optionee is not
vested in Optioned Stock at the date of his or her termination of Continuous
Service Status, or if the Optionee (or other person entitled to exercise the
Option) does not exercise the Option to the extent so entitled within the time
specified in the Option Agreement or below (as applicable), the Option shall
terminate and the Optioned Stock underlying the unexercised portion of the
Option shall revert to the Plan.  In no
event may any Option be exercised after the expiration of the Option term as
set forth in the Option Agreement (and subject to Section 7).


(ii)           Termination
other than Upon Disability or Death or for Cause.  In the event of termination of an
Optionee’s Continuous Service Status other than under the circumstances set
forth in subsections (iii) through (v) below, such Optionee may exercise an
Option for three (3) months following such termination to the extent the
Optionee was vested in the Optioned Stock as of the date of such termination.


(iii)          Disability
of Optionee.  In the event
of termination of an Optionee’s Continuous Service Status as a result of his or
her Disability, such Optionee may exercise an Option at any time within twelve
(12) months following such termination to the extent the Optionee was vested in
the Optioned Stock as of the date of such termination.


(iv)          Death of
Optionee.  In the event of
the death of an Optionee during the period of Continuous Service Status since
the date of grant of the Option, or within three (3) months following
termination of Optionee’s Continuous Service Status, the Option may be
exercised by Optionee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance at any time within twelve (12)
months following the date of death, but 



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only to the extent the
Optionee was vested in the Optioned Stock as of the date of death or, if earlier,
the date the Optionee’s Continuous Service Status terminated.


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


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


11.           Stock Purchase Rights.


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



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execution of a Restricted
Stock Purchase Agreement in the form determined by the Administrator.  The permissible consideration for a Stock
Purchase Right shall be determined by the Administrator and shall be the same
as is set forth in Section 9(b) with respect to exercise of Options.


(b)           Repurchase Option.


(i)            General.  Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the Participant’s Continuous Service Status with the Company for any reason
(including death or Disability).  The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original purchase price paid by the purchaser and may be
paid by cancellation of any indebtedness of the purchaser to the Company.  The repurchase option shall lapse at such
rate as the Administrator may determine, provided that with respect to a Stock
Purchase Right granted prior to the date, if ever, on which the Common Stock
becomes a Listed Security to a purchaser who is not an officer, Director or
Consultant of the Company, or of any Parent or Subsidiary, it shall lapse at a
minimum rate of 20% per year if required by Applicable Laws.


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


(iii)          Termination for Cause.  In the event of termination of a
Participant’s Continuous Service Status for Cause, the Company shall have the
right to repurchase from the Participant vested Shares issued upon exercise of
a Stock Purchase Right granted to any person other than an officer, Director or
Consultant prior to the date, if any, upon which the Common Stock becomes a
Listed Security upon the following terms: 
(A) the repurchase must be made within ninety (90) days of termination
of the Participant’s Continuous Service Status for Cause at the Fair Market
Value of the Shares as of the date of termination, (B) consideration for the
repurchase consists of cash or cancellation of purchase money indebtedness, and
(C) the repurchase right terminates upon the effective date of the Company’s
initial public offering of its Common Stock. With respect to vested Shares
issued upon exercise of a Stock Purchase Right granted to any officer, Director
or Consultant, the Company’s right to repurchase such Shares upon termination
of such Participant’s Continuous Service Status for Cause shall be made at the
Participant’s original cost for the Shares and shall be effected pursuant to
such terms and conditions, and at such time, as the Administrator shall
determine.



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Nothing in this Section
11(b)(iii) shall in any way limit the Company’s right to purchase unvested
Shares as set forth in the applicable Restricted Stock Purchase Agreement.


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


(d)           Rights as
a Stockholder.  Once the
Stock Purchase Right is exercised, the Participant shall have the rights
equivalent to those of a stockholder, and shall be a stockholder when his or
her purchase is entered upon the records of the duly authorized transfer agent
of the Company.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 14
below.


12.           Taxes.


(a)           As a condition of the
grant, vesting and exercise of any Option, Optioned Stock, Stock Purchase Right
or Restricted Stock granted under the Plan, the Participant (or any permitted
transferee) shall make such arrangements as the Administrator may require for
the satisfaction of any applicable U.S. federal, state or local tax withholding
obligations or foreign tax withholding obligations that may arise in connection
with such Option, Optioned Stock, Stock Purchase Right or Restricted
Stock.  The Company shall not be required
to issue any Shares under the Plan until such obligations are satisfied.


(b)           After the date, if any,
upon which the Common Stock becomes a Listed Security, the Administrator may
permit a Participant (or any permitted transferee) to satisfy all or part of
his or her tax withholding obligations by having the Company withhold all or a
portion of any Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Shares that he or she previously acquired
(or by stock attestation); provided that the Administrator may, in its sole
discretion, require that any Shares tendered for payment be previously held by
the Participant for a minimum duration (e.g., to avoid financial accounting
charges to the Company’s earnings).  Such
Shares shall be valued based on the value of the actual trade on the date that
the amount of tax to be withheld is to be determined under the Applicable
Laws.  Shares withheld or otherwise
applied to satisfy any applicable withholding obligation shall not exceed the
amount necessary to satisfy the Company’s withholding obligations at the
minimum statutory withholding rates, including, but not limited to, U.S.
federal and state income taxes, payroll taxes, and foreign taxes, if
applicable.  Any payment of taxes by
assigning Shares to the Company may be subject to restrictions, including, but
not limited to, any restrictions required by rules of the Securities and
Exchange Commission.  The Administrator
may, in its sole discretion, also permit a Participant to satisfy withholding
obligations related to an Option, Optioned Stock, Stock Purchase Right or
Restricted Stock through Cashless Exercise or through a sale of Shares
underlying the Option, Optioned Stock, Stock Purchase Right or Restricted
Stock.



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


(a)           General.  Except as set forth in this Section 13,
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution.  The
designation of a beneficiary by an Optionee will not constitute a
transfer.  An Option or Stock Purchase
Right may be exercised, during the lifetime of the holder of an Option or Stock
Purchase Right, only by such holder or a transferee permitted by this
Section 13.


(b)           Limited
Transferability Rights.  Notwithstanding
anything else in this Section 13, the Administrator may in its discretion grant
Nonstatutory Stock Options that may be transferred by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the trustor (settlor) or by gift to “Immediate
Family Members” (as defined below) of the Optionee. “Immediate Family”
means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including
adoptive relationships), any person sharing the employee’s household (other
than a tenant or employee), a trust in which these persons (or the Optionee)
have more than 50% of the beneficial interest, a foundation in which these
persons (or the Optionee) control the management of assets, and any other
entity in which these persons (or the Optionee) own more than 50% of the voting
interests.


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


(a)           Changes
in Capitalization. 
Subject to any action required under Applicable Laws by the stockholders
of the Company, the number and class of Shares or other stock or securities
covered by each outstanding award, and the number and class of Shares or other
stock or securities that are available for future awards under Section 3 above,
as well as the price per Share covered by each such outstanding Option and any
repurchase price applicable to Shares issued pursuant to any award, may be
adjusted by the Administrator (and, if required by Applicable Law, shall be
proportionately adjusted) in the event of a stock split, reverse stock split,
stock dividend, combination, consolidation, recapitalization or
reclassification of the Shares, subdivision of the Shares, dividend payable in
other than Shares in an amount that has a material effect on the price of the
Shares, a reorganization, merger, liquidation, spin-off, split-up,
distribution, exchange of Shares, repurchase of Shares, change in corporate
structure or other similar occurrence. 
Any adjustment by the Administrator pursuant to this Section 14(a) shall
be made in the Administrator’s sole and absolute discretion and shall be final,
binding and conclusive.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an award.  If, by
reason of an adjustment pursuant to this Section 14(a), a Participant’s award
shall cover additional or different shares of stock or securities, then such
additional or different shares, and the award in respect thereof, shall be
subject to all of the terms, conditions and restrictions which were applicable
to the award and the Shares subject to the award prior to such adjustment.



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


(c)           Corporate
Transaction.  In the event
of a sale of all or substantially all of the Company’s assets, a merger,
consolidation or other capital reorganization or business combination
transaction of the Company with or into another corporation, entity or person,
or the direct or indirect acquisition (including by way of a tender or exchange
offer) by any person, or persons acting as a group, of beneficial ownership or
a right to acquire beneficial ownership of shares representing a majority of the voting power of the
then outstanding shares of capital stock of the Company, each outstanding award
shall be assumed or an equivalent option or right shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation
(the “Successor Corporation”), unless the Successor Corporation does not
agree to assume the award or to substitute an equivalent option or right, in
which case such award shall terminate upon the consummation of the transaction.


Notwithstanding the
above, unless the applicable Option Agreement, employment agreement, or other
applicable written agreement provides otherwise, in the event of a Change of
Control, each outstanding Option shall be assumed or an equivalent Option shall
be substituted by the Successor Corporation (or a Parent or Subsidiary of the
Successor Corporation) or each Option shall be terminated in exchange for a
payment of cash, securities and/or other property equal to the excess of the
Fair Market Value of the portion of the Optioned Stock that is vested and
exercisable immediately prior to the consummation of the transaction over the
aggregate exercise price thereof; provided that, if the Successor Corporation
does not agree to such assumption, substitution, or exchange, the vesting and
exercisability of each outstanding Option shall accelerate such that the
Options shall become vested and exercisable in full prior to consummation of
the Change of Control at such time and on such conditions as the Administrator
shall determine, and to the extent Options are not exercised prior to
consummation of the transaction, they shall terminate upon such consummation.  If an Option is to be terminated pursuant to
the preceding sentence, the Administrator shall notify the Participant of such
fact at least five (5) days prior to the date on which the Option terminates.


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



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


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


17.           Conditions
Upon Issuance of Shares. 
Notwithstanding any other provision of the Plan or any agreement entered
into by the Company pursuant to the Plan, the Company shall not be obligated,
and shall have no liability for failure, to issue or deliver any Shares under
the Plan unless such issuance or delivery would comply with the Applicable
Laws, with such compliance determined by the Company in consultation with its
legal counsel.  As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising the award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law. Shares
issued upon exercise of awards granted prior to the date, if ever, on which the
Common Stock becomes a Listed Security shall be subject to a right of first
refusal in favor of the Company pursuant to which the Participant will be
required to offer Shares to the Company before selling or transferring them to
any third party on such terms and subject to such conditions as is reflected in
the applicable Option Agreement or Restricted Stock Purchase Agreement.


18.           Beneficiaries.  Unless stated otherwise in an Option
Agreement or Restricted Stock Purchase Agreement, a Participant may designate
one or more beneficiaries with respect to an award by timely filing the
prescribed form with the Company.  A
beneficiary designation may be changed by filing the prescribed form with the
Company at any time before the Participant’s death.  If no beneficiary was designated or if no
designated beneficiary survives the Participant, then after a Participant’s
death any vested award(s) shall be transferred or distributed to the
Participant’s estate.


19.           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.


20.           Stockholder
Approval.  If required by
the Applicable Laws, continuance of the Plan shall be subject to approval by
the stockholders of the Company within twelve (12) months



 16
 






 



before or after the date
the Plan is adopted or, to the extent required by Applicable Laws, the date the
Plan is amended.  Such stockholder
approval shall be obtained in the manner and to the degree required under the
Applicable Laws.


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



 17