Exhibit
      10.2

     

    CYBERDEFENDER
      CORPORATION

    


    AMENDED
      AND RESTATED

    2006
      EQUITY INCENTIVE PLAN

    


    As
      Adopted October 27, 2006

     

    1. PURPOSE.

    


    The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company, and its Parent and Subsidiaries (if any), by offering
      them an opportunity to participate in the Company’s future performance through
      awards of Options, the right to purchase Common Stock and Stock Bonuses.
      Capitalized terms not defined in the text are defined in Section 2.

    


    2. DEFINITIONS.

    


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

    


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

    


    “AWARD
      AGREEMENT”
means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the
      Award.

    


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

    


    “CAUSE”
means
      any cause, as defined by applicable law, for the termination of a Participant’s
      employment with the Company or a Parent or Subsidiary of the
      Company.

    


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


    


    “COMPANY”
means
      CyberDefender Corporation, a California corporation, or any successor
      corporation.

    


    “COMMITTEE”
means
      that committee appointed by the Board of Directors to administer and interpret
      the Plan as more particularly described in Section 5 of the Plan; provided,
      however,
      that
      the term Committee will refer to the Board of Directors during such times as
      no
      Committee is appointed by the Board of Directors.

    


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

    


    “EXCHANGE
      ACT”
means
      the Securities Exchange Act of 1934, as amended.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “FAIR
      MARKET VALUE”
means,
      as of any date, the value of a share of the Company’s Common Stock determined as
      follows:

    


    (a) if
      such
      Common Stock is publicly traded and is then listed on a national securities
      exchange, its closing price on the date of determination on the principal
      national securities exchange on which the Common Stock is listed or admitted
      to
      trading;

    


    (b) if
      such
      Common Stock is quoted on the NASDAQ National Market or the NASDAQ SmallCap
      Market, its closing price on the NASDAQ National Market or the NASDAQ SmallCap
      Market, respectively, on the date of determination;

    


    (c) if
      neither of the foregoing is applicable, by the Committee in good
      faith. 

     

    “INSIDER”
means
      an officer or director of the Company or any other person whose transactions
      in
      the Company’s Common Stock are subject to Section 16 of the Exchange
      Act.

    


    “OPTION”
means
      an award of an option to purchase Shares pursuant to Section 6.

    


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

    


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

    


    “PERFORMANCE
      FACTORS”
means
      the factors selected by the Committee, in its sole and absolute discretion,
      from
      among the following measures to determine whether the performance goals
      applicable to Awards have been satisfied:

    


    
      	 	 	
              (a)

            	
              Net
                revenue and/or net revenue growth;

            


    

    


    
      	 	 	
              (b)

            	
              Earnings
                before income taxes and amortization and/or earnings before income
                taxes
                and amortization growth;

            


    

    


    
      	 	 	
              (c)

            	
              Operating
                income and/or operating income
                growth;

            


    

    


    
      	 	 	
              (d)

            	
              Net
                income and/or net income growth;

            


    

    


    
      	 	 	
              (e)

            	
              Earnings
                per share and/or earnings per share
                growth;

            


    

    


    
      	 	 	
              (f)

            	
              Total
                stockholder return and/or total stockholder return
                growth;

            


    

    


    
      	 	 	
              (g)

            	
              Return
                on equity;

            


    

    


    
      	 	 	
              (h)

            	
              Operating
                cash flow return on income;

            


    

    


    
      	 	 	
              (i)

            	
              Adjusted
                operating cash flow return on
                income;

            


    

    


    
      	 	 	
              (j)

            	
              Economic
                value added; and

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	 	
              (k)

            	
              Individual
                business objectives.

            


    

    


    “PERFORMANCE
      PERIOD”
means
      the period of service determined by the Committee, not to exceed five years,
      during which years of service or performance is to be measured for Stock Awards
      or Stock Bonuses, if such Awards are restricted.

    


    “PLAN”
means
      this CyberDefender Corporation 2006 Equity Incentive Plan, as amended from
      time
      to time.

     

    “PURCHASE
      PRICE”
      means
      the price at which the Participant of a Stock Award may purchase the
      Shares.

    


    “SEC”
means
      the Securities and Exchange Commission.

    


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

    


    “SHARES”
means
      shares of the Company’s Common Stock reserved for issuance under this Plan, as
      adjusted pursuant to Sections 3 and 18, and any successor security.

    


    “STOCK
      AWARD”
means
      an award of Shares pursuant to Section 7.

    


    “STOCK
      BONUS”
means
      an award of Shares, or cash in lieu of Shares, pursuant to Section
      8.

    


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

    


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

    


    3. SHARES
      SUBJECT TO THE PLAN.

    


    3.1 Number
      of Shares Available.
      Subject
      to Sections 3.2 and 18, the total aggregate number of Shares reserved and
      available for grant and issuance pursuant to this Plan, shall be 1,375,000
      Shares and will include Shares that are subject to: (a) issuance upon exercise
      of an Option but cease to be subject to such Option for any reason other than
      exercise of such Option; (b) an Award granted hereunder but forfeited or
      repurchased by the Company at the original issue price; and (c) an Award that
      otherwise terminates without Shares being issued. At all times the Company
      shall
      reserve and keep available a sufficient number of Shares as shall be required
      to
      satisfy the requirements of all outstanding Options granted under this Plan
      and
      all other outstanding but unvested Awards granted under this Plan. Subject
      to this Section 3.1, the number of Shares reserved and available for grant
      and
      issuance may be increased, at the discretion of the Board of Directors, on
      the
      first day of January of each year so that the total of all Common Stock
      available for Awards shall be the maximum amount allowable under Regulation
      260.140.45 of Title 10 of the California Code of Regulations. At all times
      the
      Company shall reserve and keep available a sufficient number of Shares as shall
      be required to satisfy the requirements of all outstanding Options granted
      under
      this Plan and all other outstanding but unvested Awards granted under this
      Plan.
      At no time shall the total number of shares issuable upon exercise of all
      outstanding Awards exceed the applicable percentage as calculated in accordance
      with the conditions and exclusions of Regulation 260.140.45 of Title 10 of
      the
      California Code of Regulations, based on the shares of the Company’s Common
      Stock which are outstanding at the time the calculation is
      made.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.2 Adjustment
      of Shares.
      In the
      event that the number of outstanding shares is changed by a stock dividend,
      recapitalization, stock split, reverse stock split, subdivision, combination,
      reclassification or similar change in the capital structure of the Company
      without consideration, then (a) the number of Shares reserved for issuance
      under
      this Plan, (b) the Exercise Prices of and number of Shares subject to
      outstanding Options, and (c) the number of Shares subject to other outstanding
      Awards will be proportionately adjusted, subject to any required action by
      the
      Board or the stockholders of the Company and compliance with applicable
      securities laws; provided, however, that fractions of a Share will not be issued
      but will either be replaced by a cash payment equal to the Fair Market Value
      of
      such fraction of a Share or will be rounded up to the nearest whole Share,
      as
      determined by the Committee.

    


    4. ELIGIBILITY.

    


    ISOs
      (as
      defined in Section 6 below) may be granted only to employees (including officers
      and directors who are also employees) of the Company or of a Parent or
      Subsidiary of the Company. All other Awards may be granted to employees,
      officers, directors, consultants, independent contractors and advisors of the
      Company or any Parent or Subsidiary of the Company, provided such consultants,
      independent contractors and advisors render bona-fide services not in connection
      with the offer and sale of securities in a capital-raising transaction or
      promotion of the Company’s securities. A person may be granted more than one
      Award under this Plan.

    


    5. ADMINISTRATION.

    


    5.1 Committee.
      

    


    (a) The
      Plan
      shall be administered and interpreted by a committee consisting of two (2)
      or
      more members of the Board.

     

    (b) Members
      of the Committee may resign at any time by delivering written notice to the
      Board. The Board shall fill vacancies in the Committee. The Committee shall
      act
      by a majority of its members in office. The Committee may act either by vote
      at
      a meeting or by a memorandum or other written instrument signed by a majority
      of
      the Committee.

    


    (c) If
      the
      Board, in its discretion, does not appoint a Committee, the Board itself will
      administer and interpret the Plan and take such other actions as the Committee
      is authorized to take hereunder; provided that the Board may take such actions
      hereunder in the same manner as the Board may take other actions under the
      Certificate of Incorporation and bylaws of the Company generally. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.2 Committee
      Authority.
      Without
      limitation, the Committee will have the authority to:

     

    (a) construe
      and interpret this Plan, any Award Agreement and any other agreement or document
      executed pursuant to this Plan;

     

    (b) prescribe,
      amend and rescind rules and regulations relating to this Plan or any
      Award;

    


    (c) select
      persons to receive Awards;

    


    (d) determine
      the form and terms of Awards;

    


    (e) determine
      the number of Shares or other consideration subject to Awards;

    


    (f) determine
      whether Awards will be granted singly, in combination with, in tandem with,
      in
      replacement of, or as alternatives to, other Awards under this Plan or any
      other
      incentive or compensation plan of the Company or any Parent or Subsidiary of
      the
      Company;

    


    (g) grant
      waivers of Plan or Award conditions;

    


    (h) determine
      the vesting, exercisability and payment of Awards;

    


    (i) correct
      any defect, supply any omission or reconcile any inconsistency in this Plan,
      any
      Award or any Award Agreement;

    


    (j) determine
      whether an Award has been earned; and

    


    (k) make
      all
      other determinations necessary or advisable for the administration of this
      Plan.

    


    5.3 Committee
      Discretion.
      Any
      determination made by the Committee with respect to any Award will be made
      at
      the time of grant of the Award or, unless in contravention of any express term
      of this Plan or Award, at any later time, and such determination will be final
      and binding on the Company and on all persons having an interest in any Award
      under this Plan. The Committee may delegate to one or more officers of the
      Company the authority to grant an Award under this Plan to Participants who
      are
      not Insiders of the Company. No
      member
      of the Committee shall be personally liable for any action taken or decision
      made in good faith relating to this Plan, and all members of the Committee
      shall
      be fully protected and indemnified to the fullest extent permitted under
      applicable law by the Company in respect to any such action, determination,
      or
      interpretation.

    


    6. OPTIONS.

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

    


    6.3 Exercise
      Period.
      Options
      may be exercisable within the times or upon the events determined by the
      Committee as set forth in the Stock Option Agreement governing such Option;
      provided, however, that no Option will be exercisable after the expiration
      of
      ten (10) years from the date the Option is granted; and provided further that
      no
      ISO granted to a person who directly or by attribution owns more than ten
      percent (10%) of the total combined voting power of all classes of stock of
      the
      Company or of any Parent or Subsidiary of the Company (“Ten Percent
      Stockholder”) will be exercisable after the expiration of five (5) years from
      the date the ISO is granted. The Committee also may provide for Options to
      become exercisable at one time or from time to time, periodically or otherwise,
      in such number of Shares or percentage of Shares as the Committee determines,
      provided, however, that in all events a Participant will be entitled to exercise
      an Option at the rate of at least 20% per year over five years from the date
      of
      grant, subject to reasonable conditions such as continued employment; and
      further provided that an Option granted to a Participant who is an officer
      or
      director may become fully exercisable, subject to reasonable conditions such
      as
      continued employment, at any time or during any period established by the
      Company.

    


    6.4 Exercise
      Price.
      The
      Exercise Price of an Option will be determined by the Committee when the Option
      is granted and may be not less than 85% of the Fair Market Value of the Shares
      on the date of grant; provided that: (a) the Exercise Price of an ISO will
      be
      not less than 100% of the Fair Market Value of the Shares on the date of grant;
      and (b) the Exercise Price of any Option granted to a Ten Percent Stockholder
      will not be less than 110% of the Fair Market Value of the Shares on the date
      of
      grant. Payment for the Shares purchased may be made in accordance with Section
      9
      of this Plan.

    


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

    


    6.6 Termination.
      Notwithstanding the exercise periods set forth in the Stock Option Agreement,
      exercise of an Option will always be subject to the following:

    


    (a) If
      the
      Participant’s service is Terminated for any reason except death or Disability,
      then the Participant may exercise such Participant’s Options only to the extent
      that such Options would have been exercisable upon the Termination Date no
      later
      than three (3) months after the Termination Date (or such longer time period
      not
      exceeding five (5) years as may be determined by the Committee, with any
      exercise beyond three (3) months after the Termination Date deemed to be an
      NQSO).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) If
      the
      Participant’s service is Terminated because of the Participant’s death or
      Disability (or the Participant dies within three (3) months after a Termination
      other than for Cause or because of Participant’s Disability), then the
      Participant’s Options may be exercised only to the extent that such Options
      would have been exercisable by the Participant on the Termination Date and
      must
      be exercised by the Participant (or the Participant’s legal representative) no
      later than twelve (12) months after the Termination Date (or such longer time
      period not exceeding five (5) years as may be determined by the Committee,
      with
      any such exercise beyond (i) three (3) months after the Termination Date when
      the Termination is for any reason other than the Participant’s death or
      Disability, or (ii) twelve (12) months after the Termination Date when the
      Termination is for Participant’s death or Disability, deemed to be an
      NQSO).

    


    (c) Notwithstanding
      the provisions in paragraph 6.6(a) above, if the Participant’s service is
      Terminated for Cause, neither the Participant, the Participant’s estate nor such
      other person who may then hold the Option shall be entitled to exercise any
      Option with respect to any Shares whatsoever, after Termination, whether or
      not
      after Termination the Participant may receive payment from the Company or a
      Subsidiary for vacation pay, for services rendered prior to Termination, for
      services rendered for the day on which Termination occurs, for salary in lieu
      of
      notice, or for any other benefits. For the purpose of this paragraph,
      Termination shall be deemed to occur on the date when the Company dispatches
      notice or advice to the Participant that his service is Terminated.

    


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

    


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

    


    6.9 Modification,
      Extension or Renewal.
      The
      Committee may modify, extend or renew outstanding Options and authorize the
      grant of new Options in substitution therefore, provided that any such action
      may not, without the written consent of a Participant, impair any of such
      Participant’s rights under any Option previously granted. Any outstanding ISO
      that is modified, extended, renewed or otherwise altered will be treated in
      accordance with Section 424(h) of the Code. The Committee may reduce the
      Exercise Price of outstanding Options without the consent of Participants
      affected by a written notice to them; provided, however, that the Exercise
      Price
      may not be reduced below the minimum Exercise Price that would be permitted
      under Section 6.4 of this Plan for Options granted on the date the action is
      taken to reduce the Exercise Price.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.10 No
      Disqualification.
      Notwithstanding any other provision in this Plan, no term of this Plan relating
      to ISO will be interpreted, amended or altered, nor will any discretion or
      authority granted under this Plan be exercised, so as to disqualify this Plan
      under Section 422 of the Code or, without the consent of the Participant
      affected, to disqualify any ISO under Section 422 of the Code.

    


    7. STOCK
      AWARD.

    


    A
      Stock
      Award is an offer by the Company to sell to an eligible person Shares that
      may
      or may not be subject to restrictions. The Committee will determine to whom
      an
      offer will be made, the number of Shares the person may purchase, the price
      to
      be paid (the “Purchase Price”), the restrictions to which the Shares will be
      subject, if any, and all other terms and conditions of the Stock Award, subject
      to the following:

    


    7.1 Form
      of Stock Award.
      All
      purchases under a Stock Award made pursuant to this Plan will be evidenced
      by an
      Award Agreement (the “Stock Purchase Agreement”) that will be in such form
      (which need not be the same for each Participant) as the Committee will from
      time to time approve, and will comply with and be subject to the terms and
      conditions of this Plan. The offer of a Stock Award will be accepted by the
      Participant’s execution and delivery of the Stock Purchase Agreement and payment
      for the Shares to the Company in accordance with the Stock Purchase
      Agreement.

    


    7.2 Purchase
      Price.
      The
      Purchase Price of Shares sold pursuant to a Stock Award will be determined
      by
      the Committee on the date the Stock Award is granted and may not be less than
      85% of the Fair Market Value of the Shares on the grant date, except in the
      case
      of a sale to a Ten Percent Stockholder, in which case the Purchase Price will
      be
      100% of the Fair Market Value. Payment of the Purchase Price must be made in
      accordance with Section 9 of this Plan.

    


    7.3 Terms
      of Stock Awards.
      Stock
      Awards may be subject to such restrictions as the Committee may impose. These
      restrictions may be based upon completion of a specified number of years of
      service with the Company or upon completion of the performance goals as set
      out
      in advance in the Participant’s individual Stock Purchase Agreement. Stock
      Awards may vary from Participant to Participant and between groups of
      Participants. Prior to the grant of a Stock Award subject to restrictions,
      the
      Committee shall: (a) determine the nature, length and starting date of any
      Performance Period for the Stock Award; (b) select from among the Performance
      Factors to be used to measure performance goals, if any; and (c) determine
      the
      number of Shares that may be awarded to the Participant. Prior to the transfer
      of any Stock Award, the Committee shall determine the extent to which such
      Stock
      Award has been earned. Performance Periods may overlap and Participants may
      participate simultaneously with respect to Stock Awards that are subject to
      different Performance Periods and have different performance goals and other
      criteria.

    


    7.4 Termination
      During Performance Period.
      If a
      Participant is Terminated during a Performance Period for any reason, then
      such
      Participant will be entitled to payment (whether in Shares, cash or otherwise)
      with respect to the Stock Award only to the extent earned as of the date of
      Termination in accordance with the Stock Purchase Agreement, unless the
      Committee determines otherwise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8. STOCK
      BONUSES.

    


    8.1 Awards
      of Stock Bonuses.
      A Stock
      Bonus is an award of Shares for extraordinary services rendered to the Company
      or any Parent or Subsidiary of the Company. A Stock Bonus will be awarded
      pursuant to an Award Agreement (the “Stock Bonus Agreement”) that will be in
      such form (which need not be the same for each Participant) as the Committee
      will from time to time approve, and will comply with and be subject to the
      terms
      and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction
      of
      such performance goals as are set out in advance in the Participant’s individual
      Award Agreement (the “Performance Stock Bonus Agreement”) that will be in such
      form (which need not be the same for each Participant) as the Committee will
      from time to time approve, and will comply with and be subject to the terms
      and
      conditions of this Plan. Stock Bonuses may vary from Participant to Participant
      and between groups of Participants, and may be based upon the achievement of
      the
      Company, Parent or Subsidiary and/or individual performance factors or upon
      such
      other criteria as the Committee may determine.

    


    8.2 Terms
      of Stock Bonuses.
      The
      Committee will determine the number of Shares to be awarded to the Participant.
      If the Stock Bonus is being earned upon the satisfaction of performance goals
      pursuant to a Performance Stock Bonus Agreement, then the Committee will: (a)
      determine the nature, length and starting date of any Performance Period for
      each Stock Bonus; (b) select from among the Performance Factors to be used
      to
      measure the performance, if any; and (c) determine the number of Shares that
      may
      be awarded to the Participant. Prior to the payment of any Stock Bonus, the
      Committee shall determine the extent to which such Stock Bonuses have been
      earned. Performance Periods may overlap and Participants may participate
      simultaneously with respect to Stock Bonuses that are subject to different
      Performance Periods and different performance goals and other criteria. The
      number of Shares may be fixed or may vary in accordance with such performance
      goals and criteria as may be determined by the Committee. The Committee may
      adjust the performance goals applicable to the Stock Bonuses to take into
      account changes in law and accounting or tax rules and to make such adjustments
      as the Committee deems necessary or appropriate to reflect the impact of
      extraordinary or unusual items, events or circumstances to avoid windfalls
      or
      hardships.

    


    8.3 Form
      of Payment.
      The
      earned portion of a Stock Bonus may be paid to the Participant by the Company
      either currently or on a deferred basis, with such interest or dividend
      equivalent, if any, as the Committee may determine. Payment of an interest
      or
      dividend equivalent (if any) may be made in the form of cash or whole Shares
      or
      a combination thereof, either in a lump sum payment or in installments, all
      as
      the Committee will determine.

    


    9. PAYMENT
      FOR SHARE PURCHASES.

    


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

    


    (a) by
      cancellation of indebtedness of the Company to the Participant;

    


    (b) by
      surrender of shares that either: (1) have been owned by the Participant for
      more
      than six (6) months and have been paid for within the meaning of SEC Rule 144;
      or (2) were obtained by the Participant in the public market;

    


    (c) by
      waiver
      of compensation due or accrued to the Participant for services
      rendered;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) with
      respect only to purchases upon exercise of an Option, and provided that a public
      market for the Company’s stock exists:

    


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

    


    (2) through
      a
“margin” commitment from the Participant and a NASD Dealer whereby the
      Participant irrevocably elects to exercise the Option and to pledge the Shares
      so purchased to the NASD Dealer in a margin account as security for a loan
      from
      the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
      irrevocably commits upon receipt of such Shares to forward the Exercise Price
      directly to the Company; or

    


    (f) by
      any
      combination of the foregoing.

    


    10. WITHHOLDING
      TAXES.

    


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

    


    10.2 Stock
      Withholding.
      When,
      under applicable tax laws, a participant incurs tax liability in connection
      with
      the exercise or vesting of any Award that is subject to tax withholding and
      the
      Participant is obligated to pay the Company the amount required to be withheld,
      the Committee may allow the Participant to satisfy the minimum withholding
      tax
      obligation by electing to have the Company withhold from the Shares to be issued
      that number of Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, determined on the date that the amount of tax to be
      withheld is to be determined. All elections by a Participant to have Shares
      withheld for this purpose will be made in accordance with the requirements
      established by the Committee and will be in writing in a form acceptable to
      the
      Committee.

    


    11. PRIVILEGES
      OF STOCK OWNERSHIP.

    


    11.1 Voting
      and Dividends.
      No
      Participant will have any of the rights of a stockholder with respect to any
      Shares until the Shares are issued to the Participant. After Shares are issued
      to the Participant, the Participant will be a stockholder and will have all
      the
      rights of a stockholder with respect to such Shares, including the right to
      vote
      and receive all dividends or other distributions made or paid with respect
      to
      such Shares; provided, that if such Shares are issued pursuant to a Stock Award
      with restrictions, then any new, additional or different securities the
      Participant may become entitled to receive with respect to such Shares by virtue
      of a stock dividend, stock split or any other change in the corporate or capital
      structure of the Company will be subject to the same restrictions as the Stock
      Award; provided, further, that the Participant will have no right to retain
      such
      stock dividends or stock distributions with respect to Shares that are
      repurchased at the Participant’s Purchase Price or Exercise Price pursuant to
      Section 13.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    11.2 Financial
      Statements.
      The
      Company will provide financial statements to each Participant prior to such
      Participant’s purchase of Shares under this Plan, and to each Participant
      annually during the period such Participant has Awards outstanding; provided,
      however, the Company will not be required to provide such financial statements
      to Participants whose services in connection with the Company assure them access
      to equivalent information.

    


    12. NON-TRANSFERABILITY.

    


    Awards
      of
      Shares granted under this Plan, and any interest therein, will not be
      transferable or assignable by the Participant, and may not be made subject
      to
      execution, attachment or similar process, other than by will or by the laws
      of
      descent and distribution. Awards of Options granted under this Plan, and any
      interest therein, will not be transferable or assignable by the Participant,
      and
      may not be made subject to execution, attachment or similar process, other
      than
      by will or by the laws of descent and distribution, 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, or by gift to “immediate family” as
      that term is defined in 17 C.F.R. 240.16a-1(e). During the lifetime of the
      Participant an Award will be exercisable only by the Participant. During the
      lifetime of the Participant, any elections with respect to an Award may be
      made
      only by the Participant unless otherwise determined by the Committee and set
      forth in the Award Agreement with respect to Awards that are not
      ISOs.

     

    13. CERTIFICATES.

    


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

    


    14. ESCROW;
      PLEDGE OF SHARES.

    


    To
      enforce any restrictions on a Participant’s Shares, the Committee may require
      the Participant to deposit all certificates representing Shares, together with
      stock powers or other instruments of transfer approved by the Committee
      appropriately endorsed in blank, with the Company or an agent designated by
      the
      Company to hold in escrow until such restrictions have lapsed or terminated,
      and
      the Committee may cause a legend or legends referencing such restrictions to
      be
      placed on the certificates.

    


    15. EXCHANGE
      AND BUYOUT OF AWARDS.

    


    The
      Committee may, at any time or from time to time, authorize the Company, with
      the
      consent of the respective Participants, to issue new Awards in exchange for
      the
      surrender and cancellation of any or all outstanding Awards. The Committee
      may
      at any time buy from a Participant an Award previously granted with payment
      in
      cash, Shares or other consideration, based on such terms and conditions as
      the
      Committee and the Participant may agree.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16. SECURITIES
      LAW AND OTHER REGULATORY COMPLIANCE.

    


    An
      Award
      will not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed or quoted, as they are in effect on
      the
      date of grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in this Plan, the Company will have no
      obligation to issue or deliver certificates for Shares under this Plan prior
      to:
      (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable; and/or (b) completion of any registration
      or other qualification of such Shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company will be under no obligation to register the Shares with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any inability or failure
      to
      do so.

    


    17. NO
      OBLIGATION TO EMPLOY.

    


    Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent or Subsidiary of the
      Company or limit in any way the right of the Company or any Parent or Subsidiary
      of the Company to terminate Participant’s employment or other relationship at
      any time, with or without cause.

    


    18. CORPORATE
      TRANSACTIONS.

    


    18.1 Assumption
      or Replacement of Awards by Successor.
      In the
      event of (a) a dissolution or liquidation of the Company, (b) a merger or
      consolidation in which the Company is not the surviving corporation (other
      than
      a merger or consolidation with a wholly-owned subsidiary, a reincorporation
      of
      the Company in a different jurisdiction, or other transaction in which there
      is
      no substantial change in the stockholders of the Company or their relative
      stock
      holdings and the Awards granted under this Plan are assumed, converted or
      replaced by the successor corporation, which assumption will be binding on
      all
      Participants), (c) a merger in which the Company is the surviving corporation
      but after which the stockholders of the Company immediately prior to such merger
      (other than any stockholder that merges, or which owns or controls another
      corporation that merges, with the Company in such merger) cease to own their
      shares or other equity interest in the Company, (d) the sale of substantially
      all of the assets of the Company, or (e) the acquisition, sale, or transfer
      of
      more than 50% of the outstanding shares or the Company by tender offer or
      similar transaction, any or all outstanding Awards may be assumed, converted
      or
      replaced by the successor corporation (if any), which assumption, conversion
      or
      replacement will be binding on all Participants. In the alternative, the
      successor corporation may substitute equivalent Awards or provide substantially
      similar consideration to Participants as was provided to stockholders (after
      taking into account the existing provisions of the Awards). The successor
      corporation may also issue, in place of outstanding Shares of the Company held
      by the Participant, substantially similar shares or other property subject
      to
      repurchase restrictions no less favorable to the Participant. In the event
      such
      successor corporation (if any) refuses to assume or substitute Awards, as
      provided above, pursuant to a transaction described in this Subsection 18.1,
      (i)
      the vesting of any or all Awards granted pursuant to this Plan will accelerate
      upon a transaction described in this Section 18 and (ii) any or all Options
      granted pursuant to this Plan will become exercisable in full prior to the
      consummation of such event at such time and on such conditions as the Committee
      determines. If such Options are not exercised prior to the consummation of
      the
      corporate transaction, they shall terminate at such time as determined by the
      Committee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    18.2 Other
      Treatment of Awards.
      Subject
      to any greater rights granted to Participants under the foregoing provisions
      of
      this Section 18, in the event of the occurrence of any transaction described
      in
      Section 18.1, any outstanding Awards will be treated as provided in the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation,
      or sale of assets.

    


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

    


    19. ADOPTION
      AND STOCKHOLDER APPROVAL.

    


    This
      Plan
      will become effective on the date on which it is adopted by the Board (the
      “Effective Date”). Upon the Effective Date, the Committee may grant Awards
      pursuant to this Plan. The Company intends to seek stockholder approval of
      the
      Plan within twelve (12) months after the date this Plan is adopted by the Board;
      provided, however, if the Company fails to obtain stockholder approval of the
      Plan during such 12-month period, pursuant to Section 422 of the Code, any
      Option granted as an ISO at any time under the Plan will not qualify as an
      ISO
      within the meaning of the Code and will be deemed to be an NQSO.

    


    20. TERM
      OF PLAN/GOVERNING LAW.

    


    Unless
      earlier terminated as provided herein, this Plan will terminate ten (10) years
      from the date this Plan is adopted by the Board or, if earlier, the date of
      stockholder approval. This Plan and all agreements thereunder shall be governed
      by and construed in accordance with the laws of the State of
      California.

    


    21. AMENDMENT
      OR TERMINATION OF PLAN.

    


    The
      Board
      may at any time terminate or amend this Plan in any respect, including without
      limitation amendment of any form of Award Agreement or instrument to be executed
      pursuant to this Plan; provided, however, that the Board will not, without
      the
      approval of the stockholders of the Company, amend this Plan in any manner
      that
      requires such stockholder approval.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    22. NONEXCLUSIVITY
      OF THE PLAN.

    


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

    


    23. ACTION
      BY COMMITTEE.

    


    Any
      action permitted or required to be taken by the Committee or any decision or
      determination permitted or required to be made by the Committee pursuant to
      this
      Plan shall be taken or made in the Committee’s sole and absolute
      discretion.