Exhibit 10.2


SPECTRUM PHARMACEUTICALS, INC.


THIRD AMENDED AND RESTATED


1997 STOCK INCENTIVE PLAN

(As Amended and Restated Effective as of September 26, 2006)


The SPECTRUM PHARMACEUTICALS,
INC. THIRD AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN (formerly the
NeoTherapeutics, Inc. Amended and Restated 1997 Stock Incentive Plan) (the “Plan”)
was originally established by Spectrum Pharmaceuticals, Inc. (formerly known as
NeoTherapeutics, Inc.) (the “Company”), and first adopted by its Board of
Directors as of the 2nd day of May, 1997 (the “Effective Date”).  The Plan was subsequently amended on March
19, 1999, May 6, 1999, December 15, 1999, March 24, 2000, November 2, 2000,
March 19, 2001, October 9, 2001, and February 11, 2002.  The Plan was first amended and restated on
March 23, 2002 and subsequently renamed, amended and restated on April 13,
2003.  On September 26, 2006, the Board amended
and restated the Plan to reflect the changes approved by the Board on such
date.


Article 1.


PURPOSES OF
THE PLAN


1.1          Purposes.  The purposes of the Plan are (a) to enhance
the Company’s ability to attract and retain the services of qualified
Employees, Officers and Directors (including non-employee Officers and
Directors), and Consultants upon whose judgment, initiative and efforts the
successful conduct and development of the Company’s business largely depends,
and (b) to provide additional incentives to such persons or entities to devote
their utmost effort and skill to the advancement and betterment of the Company,
by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company.


Article
2.


DEFINITIONS


For purposes of this Plan, the following terms shall have the meanings
indicated:


2.1          Administrator.  “Administrator” means the Board or, if the
Board delegates responsibility for any matter to the Committee, the term
Administrator shall mean the Committee.


2.2          Affiliated Company.  “Affiliated Company” means any “parent
corporation” or “subsidiary corporation” of the Company, whether now existing
or hereafter created or acquired, as those terms are defined in Sections 424(e)
and 424(f) of the Code, respectively.


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









 



2.4          Change in Control.  “Change in Control” shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of
the beneficial ownership of securities of the Company possessing more than
fifty percent (50%) of the total combined voting power of all outstanding
voting securities of the Company; (ii) a merger or consolidation in which
the Company is not the surviving entity, except for a transaction in which the
holders of the outstanding voting securities of the Company immediately prior
to such merger or consolidation hold, in the aggregate, securities possessing more
than fifty percent (50%) of the total combined voting power of all outstanding
voting securities of the surviving entity immediately after such merger or
consolidation; (iii) a reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of all outstanding voting securities of the Company
are transferred to or acquired by a person or persons different from the
persons holding those securities immediately prior to such merger;
(iv) the sale, transfer or other disposition (in one transaction or a
series of related transactions) of all or substantially all of the assets of
the Company; or (v) the approval by the shareholders of a plan or proposal
for the liquidation or dissolution of the Company.


2.5          Code.  “Code” means the Internal Revenue Code of
1986, as amended from time to time.


2.6          Committee.  “Committee” means a committee of two or more
members of the Board appointed to administer and/or amend the Plan, as set
forth in Sections 7.1 and 9.1, respectively, hereof.


2.7          Common Stock.  “Common Stock” means the Common Stock,
no par value, of the Company, subject to adjustment pursuant to Section
4.2 hereof.


2.8          Consultant.  “Consultant” means any consultant or adviser
if: (i) the consultant or adviser renders bona fide services to the
Company; (ii) the services rendered by the consultant or adviser are not
in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company’s securities; and (iii) the consultant or adviser is a natural
person who has contracted directly with the Company to render such services.


2.9          Director.  “Director” means a member of the Board.


2.10        Disability.  “Disability” means permanent and total
disability as defined in Section 22(e)(3) of the Code.  The Administrator’s determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.


2.11        Effective Date.  “Effective Date” means the date on which the
Plan is adopted by the Board, as set forth on the first page hereof.


2.12        Employee.  “Employee”
means any person, including an Officer or Director, who is an employee
(as defined in accordance with Section 3401(c) of the Code) of the Company or
any Affiliated Company.  A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company and any Affiliated Company, or any
successor.  For purposes of Incentive
Options, no such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.  Neither service as a Director nor payment of
a director’s fee by the Company shall be sufficient, by itself, to constitute “employment”
by the Company.



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2.13        Exercise Price.  “Exercise Price” means the purchase price per
share of Common Stock payable upon exercise of an Option.


2.14        Fair Market Value.  “Fair Market Value” on any given date means
the value of one share of Common Stock, determined as follows:


(a)           If the Common Stock is then listed or
admitted to trading on a NASDAQ market system or a stock exchange which reports
closing sale prices, the Fair Market Value shall be the closing sale price on
the date of valuation on such NASDAQ market system or principal stock exchange
on which the Common Stock is then listed or admitted to trading, or, if no
closing sale price is quoted on such day, then the Fair Market Value shall be
the closing sale price of the Common Stock on such NASDAQ market system or such
exchange on the next preceding day for which a closing sale price is reported.


(b)           If the Common Stock is not then
listed or admitted to trading on a NASDAQ market system or a stock exchange
which reports closing sale prices, the Fair Market Value shall be the average
of the closing bid and asked prices of the Common Stock in the over-the-counter
market on the date of valuation.


(c)           If neither (a) nor (b) is applicable
as of the date of valuation, then the Fair Market Value shall be determined by
the Administrator in good faith using any reasonable method of evaluation,
which determination shall be conclusive and binding on all interested parties.


2.15        Incentive Option.  “Incentive Option” means any Option
designated and qualified as an “incentive stock option” as defined in Section
422 of the Code.


2.16        Incentive Option Agreement.  “Incentive Option Agreement” means an Option
Agreement with respect to an Incentive Option.


2.17        NASD Dealer.  “NASD Dealer” means a broker-dealer that is a
member of the National Association of Securities Dealers, Inc.


2.18        Nonqualified Option.  “Nonqualified Option” means any Option that
is not an Incentive Option.  To the
extent that any Option designated as an Incentive Option fails in whole or in
part to qualify as an Incentive Option, including, without limitation, for
failure to meet the limitations applicable to a 10% Shareholder or because it
exceeds the annual limit provided for in Section 5.6 below, it shall to
that extent constitute a Nonqualified Option.


2.19        Nonqualified Option
Agreement.  “Nonqualified
Option Agreement” means an Option Agreement with respect to a Nonqualified
Option.


2.20        Offeree.  “Offeree” means a Participant to whom a Right
to Purchase has been offered or who has acquired Restricted Stock under the
Plan.


2.21        Officer.  “Officer”
means a person who is an officer of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder.



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2.22        Option.  “Option” means any option to purchase Common
Stock granted pursuant to the Plan.


2.23        Option Agreement.  “Option Agreement” means the written
agreement entered into between the Company and the Optionee with respect to an
Option granted under the Plan.


2.24        Optionee.  “Optionee” means a Participant who holds an
Option.


2.25        Participant.  “Participant” means an individual or entity
who holds an Option, a Right to Purchase or Restricted Stock under the Plan.


2.26        Purchase Price.  “Purchase Price” means the purchase price per
share of Restricted Stock payable upon acceptance of a Right to Purchase.


2.27        Restricted Stock.  “Restricted Stock” means shares of Common
Stock issued pursuant to Article 6 hereof, subject to any restrictions and
conditions as are established pursuant to such Article 6.


2.28        Right to Purchase.  “Right to Purchase” means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.


2.29        Service Provider.  “Service Provider” means a Employee, Director
or Consultant.


2.30        Stock Purchase Agreement.  “Stock Purchase Agreement” means the written
agreement entered into between the Company and the Offeree with respect to a
Right to Purchase offered under the Plan.


2.31        10% Shareholder.  “10% Shareholder” means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.


Article
3.


ELIGIBILITY


3.1          Incentive Options.  Officers and other key Employees of the
Company or of an Affiliated Company (including Directors if they are Employees)
are eligible to receive Incentive Options under the Plan.


3.2          Nonqualified Options and
Rights to Purchase. 
Officers and other key Employees of the Company or of an Affiliated
Company, Directors (whether or not employed by the Company or an Affiliated
Company), and Consultants are eligible to receive Nonqualified Options or
Rights to Purchase under the Plan.


3.3          Limitation on Shares.  In no event shall any Participant be granted
Options or Rights to Purchase in any one calendar year pursuant to which the
aggregate number of shares of Common Stock that may be acquired thereunder
exceeds 500,000 shares.



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Article 4.


PLAN SHARES


4.1          Shares Subject to the Plan.  A total of 1,219,000 shares of Common Stock may be issued under the Plan,
subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof.  For purposes of
this limitation, in the event that (a) all or any portion of any Option or
Right to Purchase granted or offered under the Plan can no longer under any
circumstances be exercised, or (b) any shares of Common Stock are reacquired by
the Company pursuant to an Incentive Option Agreement, Nonqualified Option
Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to
the unexercised portion of such Option or such Right to Purchase, or the shares
so reacquired, shall again be available for grant or issuance under the Plan.


4.2          Changes in Capital
Structure.  In the event
that the outstanding shares of Common Stock are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock
split, combination of shares, reclassification, stock dividend, or other change
in the capital structure of the Company, then appropriate adjustments shall be
made by the Administrator to the aggregate number and kind of shares subject to
this Plan, and the number and kind of shares and the price per share subject to
outstanding Option Agreements, Rights to Purchase and Stock Purchase Agreements
in order to preserve, as nearly as practical, but not to increase, the benefits
to Participants.


Article
5.


OPTIONS


5.1          Option Agreement.  Each Option granted pursuant to this Plan
shall be evidenced by an Option Agreement which shall specify the number of
shares subject thereto, the Exercise Price per share, and whether the Option is
an Incentive Option or Nonqualified Option. 
As soon as is practical following the grant of an Option, an Option
Agreement shall be duly executed and delivered by or on behalf of the Company
to the Optionee to whom such Option was granted.  Each Option Agreement shall be in such form
and contain such additional terms and conditions, not inconsistent with the
provisions of this Plan, as the Administrator shall, from time to time, deem
desirable, including, without limitation, the imposition of any rights of first
refusal and resale obligations upon any shares of Common Stock acquired
pursuant to an Option Agreement.  Each
Option Agreement may be different from each other Option Agreement.


5.2          Exercise Price.  The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to the
following:  (a) the Exercise Price of an
Incentive Option shall not be less than 100% of Fair Market Value on the date
the Incentive Option is granted, (b) the Exercise Price of a Nonqualified
Option shall not be less than 85% of Fair Market Value on the date the
Nonqualified Option is granted, and (c) if the person to whom an Option is
granted is a 10% Shareholder on the date of grant, the Exercise Price shall not
be less than 110% of Fair Market Value on the date the Option is granted.


5.3          Payment of Exercise Price.  Payment of the Exercise Price shall be made
upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by:  (a) cash; (b) check; (c) the
surrender of shares of Common Stock owned by the Optionee that have been held
by the Optionee for at least six (6) months, which surrendered shares



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shall be valued at Fair
Market Value as of the date of such exercise; (d) the Optionee’s
promissory note in a form and on terms acceptable to the Administrator;
(e) the cancellation of indebtedness of the Company to the Optionee; (f) the
waiver of compensation due or accrued to the Optionee for services rendered;
(g) provided that a public market for the Common Stock exists, a “same day
sale” commitment from the Optionee and an NASD Dealer whereby the Optionee
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; (h) provided that a public market for the Common
Stock exists, a “margin” commitment from the Optionee and an NASD Dealer
whereby the Optionee 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 (i) any combination of the
foregoing methods of payment or any other consideration or method of payment as
shall be permitted by applicable corporate law.


5.4          Term and Termination of
Options.  The term and
provisions for termination of each Option shall be as fixed by the
Administrator, but no Option may be exercisable more than ten (10) years after
the date it is granted.  An Incentive
Option granted to a person who is a 10% Shareholder on the date of grant shall
not be exercisable more than five (5) years after the date it is granted.


5.5          Vesting and Exercise of Options.  Each Option shall vest and become exercisable
in one or more installments at such time or times and subject to such
conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator;
provided, however, that, except with regard to Options granted to Officers,
Directors or Consultants, in no event shall an Option granted hereunder become
vested and exercisable at a rate of less than twenty percent (20%) per year
over five (5) years from the date the Option is granted, subject to
reasonable conditions, such as continuing to be a Service Provider.  No Option granted to an Optionee may be
exercised to any extent by anyone after the first to occur of the following
events:


(a)           the expiration of 12 months from the
date of the Participant ceases to be a Service Provider as a result of the
Participant’s death;


(b)           the expiration of 12 months from the
date the Participant’s ceases to be a Service Provider as a result of the
Participant’s Disability;


(c)           the expiration of three months from
the date the Participant ceases to be a Service Provider for any reason other
than such Participant’s death or his or her Disability, unless the Participant
dies within said three-month period; or


(d)           the expiration of the Option in
accordance with Section 5.4.


5.6          Annual Limit on Incentive
Options.  To the extent
required for “incentive stock option” treatment under Section 422 of the Code,
the aggregate Fair Market Value (determined as of the time of grant) of the
Common Stock shall not, with respect to which Incentive Options granted under
this Plan and any other plan of the Company or any Affiliated Company become
exercisable for the first time by an Optionee during any calendar year, exceed
$100,000.



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5.7          Limits on Transfer.  No right or interest of an Optionee in any
Option may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or an Affiliated Company, or shall be subject to any
lien, obligation, or liability of such Optionee to any other party other than
the Company or an Affiliated Company. 
Except as otherwise provided by the Administrator, no Option shall be
assigned, transferred, or otherwise disposed of by an Optionee other than by
will or the laws of descent and distribution. 
The Administrator by express provision in the Option Agreement or an
amendment thereto may permit an Option (other than an Incentive Option) to be
transferred to, exercised by and shares issued to certain persons or entities
related to the Optionee, including but not limited to members of the Optionee’s
family, charitable institutions, or trusts or other entities whose
beneficiaries or beneficial owners are members of the Optionee’s family and/or
charitable institutions, or to such other persons or entities as may be
expressly approved by the Administrator, pursuant to such conditions and
procedures as the Administrator may establish. 
Any permitted transfer may be subject to the condition that the Administrator
receive evidence satisfactory to it that the transfer is being made for estate
and/or tax planning purposes (or to a “blind trust” in connection with the
Optionee’s termination of employment or service with the Company or an
Affiliated Company to assume a position with a governmental, charitable,
educational or similar non-profit institution) and on a basis consistent with
the Company’s lawful issue of securities. Any Nonqualified Option which is so
transferred shall continue to be subject to all the terms and conditions of the
Nonqualified Option as applicable to the original Optionee (other than the
ability to further transfer the Nonqualified Option).


5. 8         Rights as Shareholder.  An Optionee or permitted transferee of an Option
shall have no rights or privileges as a shareholder with respect to any shares
covered by an Option until such Option has been duly exercised and certificates
representing shares purchased upon such exercise have been issued to such
person.


Article 6.


RIGHTS TO PURCHASE


6.1          Nature of Right to
Purchase.  A Right to
Purchase granted to an Offeree entitles the Offeree to purchase, for a Purchase
Price determined by the Administrator, shares of Common Stock subject to such
terms, restrictions and conditions as the Administrator may determine at the
time of grant (“Restricted Stock”).  Such
conditions may include, but are not limited to, continued employment or the
achievement of specified performance goals or objectives.


6.2          Acceptance of Right to
Purchase.  An Offeree
shall have no rights with respect to the Restricted Stock subject to a Right to
Purchase unless the Offeree shall have accepted the Right to Purchase within
ten (10) days (or such longer or shorter period as the Administrator may
specify) following the grant of the Right to Purchase by making payment of the
full Purchase Price to the Company in the manner set forth in Section 6.3
hereof and by executing and delivering to the Company a Stock Purchase
Agreement.  Each Stock Purchase Agreement
shall be in such form, and shall set forth the Purchase Price and such other
terms, conditions and restrictions of the Restricted Stock, not inconsistent
with the provisions of this Plan, as the Administrator shall, from time to
time, deem desirable.  Each Stock
Purchase Agreement may be different from each other Stock Purchase Agreement.


6.3          Payment of Purchase Price.  Subject to any legal restrictions, payment of
the Purchase Price upon acceptance of a Right to Purchase Restricted Stock may
be made, in the discretion of the Administrator, by:  (a) cash; (b) check; (c) the
surrender of shares of Common Stock owned by the Offeree that have been held by
the Offeree for at least six (6) months, which surrendered shares shall be
valued at Fair Market Value as of the date of such exercise; (d) the



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Offeree’s promissory note
in a form and on terms acceptable to the Administrator; (e) the
cancellation of indebtedness of the Company to the Offeree; (f) the waiver
of compensation due or accrued to the Offeree for services rendered; or
(g) any combination of the foregoing methods of payment or any other
consideration or method of payment as shall be permitted by applicable
corporate law.


6.4          Rights as a Shareholder.  Upon complying with the provisions of Section
6.2 hereof, an Offeree shall have the rights of a shareholder with respect to
the Restricted Stock purchased pursuant to the Right to Purchase, including
voting and dividend rights, subject to the terms, restrictions and conditions
as are set forth in the Stock Purchase Agreement.  Unless the Administrator shall determine
otherwise, certificates evidencing shares of Restricted Stock shall remain in
the possession of the Company until such shares have vested in accordance with
the terms of the Stock Purchase Agreement.


6.5          Restrictions.  Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement.  In the event of termination of a Participant’s
status as a Service Provider for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original
Purchase Price, any shares of Restricted Stock which have not vested as of the
date of termination, and (ii) at Fair Market Value, any shares of
Restricted Stock which have vested as of such date, on such terms as may be provided
in the Stock Purchase Agreement, provided, however, that to the extent required
by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code
of Regulations, any such repurchase right set forth in a Right to Purchase to a
person who is not an Officer, Director or Consultant shall be upon the
following terms:  if the repurchase
option gives the Company the right to repurchase the shares of Restricted Stock
upon termination as a Service Provider at the original purchase price for such
Shares, then (A) the right to repurchase at the original purchase price shall
lapse at the rate of at least twenty percent (20%) of the shares per year over
five (5) years from the date the Right to Purchase is granted (without respect
to the date the Right to Purchase was exercised or became exercisable) and (B)
the right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within ninety (90) days of termination of
status as a Service Provider (or, in the case of shares issued upon exercise of
Rights to Purchase, after such date of termination, within ninety (90) days
after the date of the exercise) or such longer period as may be agreed to by
the Company and the Plan participant.


6.6          Vesting
of Restricted Stock.  The
Stock Purchase Agreement shall specify the date or dates, the performance goals
or objectives which must be achieved, and any other conditions on which the
Restricted Stock may vest; provided, however, that to
the extent required to comply with applicable securities laws, the terms of
such shares of Restricted Stock shall comply with the requirements set forth in
Section 260.140.42 of Title 10 of the California Code of Regulations.


6.7          Dividends.  If payment for shares of Restricted Stock is
made by promissory note, any cash dividends paid with respect to the Restricted
Stock may be applied, in the discretion of the Administrator, to repayment of
such note.


6.8          Nonassignability of Rights.  No Right to Purchase shall be assignable or
transferable except by will or the laws of descent and distribution or as
otherwise provided by the Administrator.



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Article 7.


ADMINISTRATION
OF THE PLAN


7.1          Administrator.  Authority to control and manage the operation
and administration of the Plan shall be vested in the Board, which may delegate
such responsibilities in whole or in part to a committee consisting of two (2)
or more members of the Board (the “Committee”). 
Members of the Committee may be appointed from time to time by, and
shall serve at the pleasure of, the Board. 
As used herein, the term “Administrator” means the Board or, with
respect to any matter as to which responsibility has been delegated to the
Committee, the term Administrator shall mean the Committee.


7.2          Powers of the
Administrator.  In addition
to any other powers or authority conferred upon the Administrator elsewhere in
the Plan or by law, the Administrator shall have full power and authority:  (a) to determine the persons to whom,
and the time or times at which, Incentive Options or Nonqualified Options shall
be granted and Rights to Purchase shall be offered, the number of shares to be
represented by each Option and Right to Purchase and the consideration to be
received by the Company upon the exercise thereof; (b) to interpret the
Plan; (c) to create, amend or rescind rules and regulations relating to
the Plan; (d) to determine the terms, conditions and restrictions
contained in, and the form of, Option Agreements and Stock Purchase Agreements;
(e) to determine the identity or capacity of any persons who may be
entitled to exercise a Participant’s rights under any Option or Right to
Purchase under the Plan; (f) to correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any Option Agreement or Stock
Purchase Agreement; (g) to accelerate the vesting of any Option or release
or waive any repurchase rights of the Company with respect to Restricted
Stock; (h) to extend the exercise date of any Option or acceptance
date of any Right to Purchase; (i) to provide for rights of first refusal
and/or repurchase rights; (j) to amend outstanding Option Agreements and
Stock Purchase Agreements to provide for, among other things, any change or
modification which the Administrator could have provided for upon the grant of
an Option or Right to Purchase or in furtherance of the powers provided for
herein; and (k) to make all other determinations necessary or advisable
for the administration of the Plan, but only to the extent not contrary to the
express provisions of the Plan.  Any
action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.


7.3          Limitation on Liability.  No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith.  To the extent permitted by law, the Company
shall indemnify each member of the Board or Committee, and any employee of the
Company with duties under the Plan, who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative or investigative, by reason of such person’s
conduct in the performance of duties under the Plan.



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Article
8.


CHANGE IN
CONTROL


8.1          Change in Control.  In order to preserve a Participant’s rights
in the event of a Change in Control of the Company, (i) the time period
relating to the exercise or realization of all outstanding Options, Rights to
Purchase and Restricted Stock shall automatically accelerate immediately prior
to the consummation of such Change in Control, and (ii) with respect to Options
and Rights to Purchase, the Administrator in its discretion may, at any time an
Option or Right to Purchase is granted, or at any time thereafter, take one or
more of the following actions: 
(A) provide for the purchase or exchange of each Option or Right to
Purchase for an amount of cash or other property having a value equal to the
difference, or spread, between (x) the value of the cash or other property that
the Participant would have received pursuant to such Change in Control
transaction in exchange for the shares issuable upon exercise of the Option or
Right to Purchase had the Option or Right to Purchase been exercised
immediately prior to such Change in Control transaction and (y) the Exercise
Price of such Option or the Purchase Price under such Right to Purchase,
(B) adjust the terms of the Options and Rights to Purchase in a manner
determined by the Administrator to reflect the Change in Control,
(C) cause the Options and Rights to Purchase to be assumed, or new rights
substituted therefor, by another entity, through the continuance of the Plan
and the assumption of outstanding Options and Rights to Purchase, or the
substitution for such Options and Rights to Purchase of new options and new
rights to purchase of comparable value covering shares of a successor corporation,
with appropriate adjustments as to the number and kind of shares and Exercise
Prices, in which event the Plan and such Options and Rights to Purchase, or the
new options and rights to purchase substituted therefor, shall continue in the
manner and under the terms so provided, or (D) make such other provision
as the Administrator may consider equitable. 
If the Administrator does not take any of the forgoing actions, all
Options and Rights to Purchase shall terminate upon the consummation of the Change
in Control and the Administrator shall cause written notice of the proposed
transaction to be given to all Participants not less than fifteen (15) days
prior to the anticipated effective date of the proposed transaction.


Article
9.


AMENDMENT
AND TERMINATION OF THE PLAN


9.1          Amendments.  The Board may from time to time alter, amend,
suspend or terminate the Plan in such respects as the Board may deem
advisable.  In addition, the Board may
delegate such power in whole or in part to the Committee.  No such alteration, amendment, suspension or
termination shall be made which shall substantially affect or impair the rights
of any Participant under an outstanding Option Agreement or Stock Purchase
Agreement without such Participant’s consent. 
The Board and/or Committee may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionees more favorable tax treatment than that applicable
to Options granted under this Plan as of the date of its adoption.  Upon any such alteration or amendment, any
outstanding Option granted hereunder may, if the Administrator so determines
and if permitted by applicable law, be subject to the more favorable tax treatment
afforded to an Optionee pursuant to such terms and conditions.


9.2          Plan Termination.  Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or Rights to Purchase may be granted under the
Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to
Purchase then outstanding shall continue in effect in accordance with their
respective terms.



 10
 






 



Article 10.


TAX
WITHHOLDING


10.1        Withholding.  The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy any applicable Federal, state, and local tax withholding requirements
with respect to any Options exercised or Restricted Stock issued under the
Plan.  To the extent permissible under
applicable tax, securities and other laws, the Administrator may, in its sole
discretion and upon such terms and conditions as it may deem appropriate,
permit a Participant to satisfy his or her obligation to pay any such tax, in
whole or in part, up to an amount determined on the basis of the highest
marginal tax rate applicable to such Participant, by (a) directing the
Company to apply shares of Common Stock to which the Participant is entitled as
a result of the exercise of an Option or as a result of the purchase of or
lapse of restrictions on Restricted Stock or (b) delivering to the Company
shares of Common Stock owned by the Participant.  The shares of Common Stock so applied or
delivered in satisfaction of the Participant’s tax withholding obligation shall
be valued at their Fair Market Value as of the date of measurement of the
amount of income subject to withholding.


Article
11.


MISCELLANEOUS


11.1        Benefits Not Alienable.  Other than as provided above, benefits under
the Plan may not be assigned or alienated, whether voluntarily or involun­tarily.  Any unauthorized attempt at assignment,
transfer, pledge or other disposition shall be without effect.


11.2        No Enlargement of Employee
Rights.  This Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of
any Participant.  Nothing contained in
the Plan shall be deemed to give the right to any Participant to be retained as
an employee of the Company or any Affiliated Company or to limit the right of
the Company or any Affiliated Company to discharge any Participant at any time.


11.3        Application of Funds.  The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.


11.4        Information to Holders and
Purchasers.  To the extent required by Section 260.140.46
of Title 10 of the California Code of Regulations, the Company shall provide to
each Participant and to each individual who acquires shares of Common Stock
pursuant to the Plan, not less frequently than annually during the period such
Participant or purchaser has one or more Options or Rights to Purchase
outstanding, and, in the case of an individual who acquires shares of Common
Stock pursuant to the Plan, during the period such individual owns such shares,
copies of annual financial statements. 
Notwithstanding the preceding sentence, the Company shall not be
required to provide such statements to key employees whose duties in connection
with the Company assure their access to equivalent information.



 11