SUNESIS
      PHARMACEUTICALS,
      INC.

    


    EMPLOYEE
      STOCK PURCHASE PLAN


    (Amended
      and Restated on September 13, 2006)

    


    Sunesis
      Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
      hereby adopts the Sunesis Pharmaceuticals, Inc. Employee Stock Purchase Plan,
      as
      amended from time to time (the “Plan”),
      effective as of the Effective Date (as defined herein).

    


    
      
        1.
          Purpose.
          The
          purposes of the Plan are as follows: 

      

    

    


    (a) To
      assist
      employees of the Company and its Designated Subsidiaries (as defined below)
      in
      acquiring a stock ownership interest in the Company pursuant to a plan which
      is
      intended to qualify as an “employee stock purchase plan” within the meaning of
      Section 423(b) of the Internal Revenue Code of 1986, as amended. 

    


    (b) To
      help
      employees provide for their future security and to encourage them to remain
      in
      the employment of the Company and its Designated Subsidiaries.

    


    
      
        2.
          Definitions.

      

    

    


    (a) “Administrator”
shall
      mean the administrator of the Plan, as determined pursuant to Section 14
      hereof.

    


    (b) “Board”
shall
      mean the Board of Directors of the Company.

    


    (c) “Code”
shall
      mean the Internal Revenue Code of 1986, as amended.

    


    (d) “Committee”
shall
      mean the committee appointed to administer the Plan pursuant to Section 14
      hereof.

    


    (e) “Common
      Stock”
shall
      mean the common stock of the Company.

    


    (f) “Company”
shall
      mean Sunesis Pharmaceuticals, Inc., a Delaware corporation, and any successor
      by
      merger, consolidation or otherwise.

    


    (g) “Compensation”
shall
      mean all base straight time gross earnings and commissions, exclusive of
      payments for overtime, shift premium, incentive compensation, incentive
      payments, bonuses, expense reimbursements, fringe benefits and other
      compensation.

    


    (h) “Designated
      Subsidiary”
shall
      mean any Subsidi-ary which has been designated by the Administrator from time
      to
      time in its sole discretion as eligible to participate in the Plan. The
      Administrator may designate, or terminate the designation of, a subsidiary
      as a
      Designated Subsidiary without the approval of the stockholders of the
      Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i) “Effective
      Date”
shall
      mean the date on which the Company’s Registration Statement on Form S-1 filed
      with respect to the Company’s initial public offering becomes
      effective.

    


    (j) “Eligible
      Employee”
shall
      mean an Employee of the Company or a Designated Subsidiary: (i) who does not,
      immediately after the Option is granted, own stock possessing five percent
      (5%)
      or more of the total combined voting power or value of all classes of stock
      of
      the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3)
      of
      the Code); (ii) whose customary employment is for more than twenty (20) hours
      per week; and (iii) whose customary employment is for more than five (5) months
      in any calendar year. For purposes of clause (i), the rules of Section 424(d)
      of
      the Code with regard to the attribution of stock ownership shall apply in
      determining the stock ownership of an individual, and stock which an employee
      may purchase under outstanding options shall be treated as stock owned by the
      employee. For purposes of the Plan, the employment relationship shall be treated
      as continuing intact while the individual is on sick leave or other leave of
      absence approved by the Company or Designated Subsidiary and meeting the
      requirements of Treasury Regulation Section 1.421-7(h)(2). Where the period
      of
      leave exceeds ninety (90) days and the individual’s right to reemployment is not
      guaranteed either by statute or by contract, the employment relationship shall
      be deemed to have terminated on the ninety-first (91st)
      day of
      such leave.

    


    (k) “Employee”
shall
      mean any person who renders services to the Company or a Subsidiary in the
      status of an employee within the meaning of Code Section 3401(c). “Employee”
shall not include any director of the Company or a Subsidiary who does not
      render services to the Company or a Subsidiary in the status of an employee
      within the meaning of Code Section 3401(c). 

    


    (l) “Enrollment
      Date”
shall
      mean the first Trading Day of each Offering Period. The Enrollment Date for
      the
      first Offering Period under the Plan shall be the Effective Date.

    


    (m) “Exercise
      Date”
shall
      mean the last Trading Day of each Purchase Period.

    


    (n) “Fair
      Market Value”
shall
      mean, as of any date, the value of Common Stock determined as
      follows:

    


    (i) If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, its Fair Market Value shall be the closing sales price for such stock
      (or the closing bid, if no sales were reported) as quoted on such exchange
      or
      system for such date, or if no bids or sales were reported for such date, then
      the closing sales price (or the closing bid, if no sales were reported) on
      the
      trading date immediately prior to such date during which a bid or sale occurred,
      in each case, as reported in The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable;

    


    (ii) If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, its Fair Market Value shall be the mean of the closing
      bid and asked prices for the Common Stock on such date, or if no closing bid
      and
      asked prices were reported for such date, the date immediately prior to such
      date during which closing bid and asked prices were quoted for the Common Stock,
      in each case, as reported in The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable;

    


    
      
         

      

      
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    (iii) In
      the
      absence of an established market for the Common Stock, the Fair Market Value
      thereof shall be determined in good faith by the Administrator; or

    


    (iv) For
      purposes of the first Offering Period under the Plan, the Fair Market Value
      on
      the Enrollment Date shall be the initial price to the public as set forth in
      the
      final prospectus included within the registration statement on Form S-1 filed
      with the Securities and Exchange Commission for the initial public offering
      of
      the Company’s Common Stock (the “Registration Statement”).

    


    (o) “Offering
      Period”
shall
      mean subject to Section 24, each twelve (12) month period commencing on any
      December 1 (other than December 1, 2005) or June 1 and terminating on the last
      Trading Day in the periods ending twelve (12) months later, except for the
      first
      Offering Period under the Plan, which shall commence on the Effective Date
      and
      end on May 31, 2006. The duration and timing of Offering Periods may be changed
      pursuant to Section 4 of this Plan. 

    


    (p) “Parent”
means
      any corporation, other than the Company, in an unbroken chain of corporations
      ending with the Company if, at the time of the determination, 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. 

    


    (q) “Plan”
shall
      mean this Sunesis Pharmaceuticals, Inc. Employee Stock Purchase Plan, as may
      be
      amended from time to time.

    


    (r) “Purchase
      Period”
shall
      mean the approximately six (6) month period commencing after one Exercise Date
      and ending with the next Exercise Date, except that the first Purchase Period
      of
      any Offering Period shall commence on the Enrollment Date and end with the
      next
      Exercise Date. Notwithstanding the foregoing, the first Purchase Period with
      respect to the initial Offering Period under the Plan shall end on the last
      Trading Day on or before the next occurring June 1 following the Effective
      Date
      and such period may be more or less than six-months in duration.

    


    (s) “Purchase
      Price”
shall
      mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment
      Date or on the Exercise Date, whichever is lower; provided,
      however,
      that
      the Purchase Price may be adjusted by the Administrator pursuant to Section
      20;
provided,
      further,
      that
      the Purchase Price shall not be less than the par value of a share of Common
      Stock.

    


    (t) “Subsidiary”
shall
      mean any corporation, other than the Company, in an unbroken chain of
      corporations beginning with the Company if, at the time of the determination,
      each of the corporations other than the last corporation in an 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. 

    


    
      
         

      

      
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    (u) “Trading
      Day”
shall
      mean a day on which national stock exchanges and the Nasdaq System are open
      for
      trading.

    


    3. Eligibility.

    


    (a) Any
      Eligible Employee who shall be employed by the Company or a Designated
      Subsidiary on a given Enrollment Date for an Offering Period shall be eligible
      to participate in the Plan during such Offering Period, subject to the
      requirements of Section 5 and the limitations imposed by Section 423(b) of
      the
      Code.

    


    (b) Each
      person who, during the course of an Offering Period, first becomes an Eligible
      Employee subsequent to the Enrollment Date will be eligible to become a
      participant in the Plan on the first day of the first Purchase Period following
      the day on which such person becomes an Eligible Employee, subject to the
      requirements of Section 5 and the limitations imposed by Section 423(b) of
      the
      Code.

    


    (c) No
      Eligible Employee shall be granted an option under the Plan which permits his
      rights to purchase stock under the Plan, and to purchase stock under all other
      employee stock purchase plans of the Company, any Parent or any Subsidiary
      subject to the Section 423, to accrue at a rate which exceeds $25,000 of fair
      market value of such stock (determined at the time the option is granted) for
      each calendar year in which the option is outstanding at any time. For purpose
      of the limitation imposed by this subsection, the right to purchase stock under
      an option accrues when the option (or any portion thereof) first becomes
      exercisable during the calendar year, the right to purchase stock under an
      option accrues at the rate provided in the option, but in no case may such
      rate
      exceed $25,000 of fair market value of such stock (determined at the time such
      option is granted) for any one calendar year, and a right to purchase stock
      which has accrued under an option may not be carried over to any option. This
      limitation shall be applied in accordance with Section 423(b)(8) of the Code
      and
      the Treasury Regulations thereunder.

    


    4. Offering
      Periods.
      Subject
      to Section 24, the Plan shall be implemented by consecutive, overlapping
      Offering Periods which shall continue until the Plan expires or is terminated
      in
      accordance with Section 20 hereof. The Administrator shall have the power to
      change the duration of Offering Periods (includ-ing the commencement dates
      thereof) with respect to future offerings without stockholder approval if such
      change is announced at least five (5) days prior to the scheduled begin-ning
      of
      the first Offering Period to be affected thereafter. In no event may an Offering
      Period exceed twenty-seven (27) months in duration. 

    


    
      
         

      

      
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    5. Participation.

    


    (a) Each
      Eligible Employee who is employed by the Company or a Designated Subsidiary
      on
      the calendar day immediately preceding the Effective Date shall automatically
      become a participant in the Plan with respect to the first Offering Period.
      Each
      such participant shall be granted an option to purchase shares of Common Stock
      and shall be enrolled in such first Offering Period to the extent of twenty
      percent (20%) of his or her Compensation for the pay days during the first
      Offering Period (or, if less, the maximum amount of contributions permitted
      to
      be made by such participant for such Offering Period by payroll deduction under
      the terms of this Plan). Participants wishing to purchase shares of Common
      Stock
      during the first Offering Period shall do so by making a lump sum cash payment
      to the Company not later than ten (10) calendar days before each Exercise Date
      of such Offering Period, and each such payment may be made in an amount not
      exceeding twenty percent (20%) of such participant’s Compensation for the pay
      days occurring during such Offering Period and occurring prior to such lump
      sum
      payment; provided,
      however,
      that
      such participant shall not be required to make such lump sum cash payments,
      or
      exercise all or any portion of such option to purchase shares of Common Stock
      by
      making such lump sum payments. Following the Effective Date, each such
      participant may, during the period designated from time to time by the
      Administrator for such purpose, elect to make such contributions (or a lesser
      amount of contributions) for the first Offering Period by payroll deductions
      in
      accordance with Section 6, in lieu of making contributions in such lump sum
      cash
      payments under this subsection (a), or may elect to make no contributions for
      such Offering Period; provided,
      however,
      that,
      to make contributions by payroll deductions, such participant must complete
      the
      form of subscription agreement provided by the Company for the first Offering
      Period under this Plan. If (i) during such Offering Period, such a participant
      elects to make contributions by payroll deduction, or elects to make no
      contributions for such Offering Period, or (ii) on or prior to the tenth
      (10th)
      calendar day before the last Exercise Date of such Offering Period, such a
      participant fails to make any lump sum cash payment, such participant shall
      be
      deemed to have elected not to make contributions by lump sum payment with
      respect to such first Offering Period. Except as described in subsection (e)
      below, a
      participant may not make contributions by lump sum payment for any Offering
      Period other than the first Offering Period. 

    


    (b) Following
      the first Offering Period, an Eligible Employee may become a participant in
      the
      Plan by completing a subscription agreement authorizing payroll deductions
      in
      the form of Exhibit A to this Plan and filing it with the Company’s payroll
      office fifteen (15)
      days
      (or such shorter or longer period as may be determined by the Administrator,
      in
      its sole discretion) prior to the applicable Enrollment Date.

    


    (c) Each
      person who, during the course of an Offering Period, first becomes an Eligible
      Employee subsequent to the Enrollment Date will be eligible to become a
      participant in the Plan on the first day of the first Purchase Period following
      the day on which such person becomes an Eligible Employee. Such person may
      become a participant in the Plan by completing a subscription agreement
      authorizing payroll deductions in the form of Exhibit A to this Plan and
      filing it with the Company’s payroll office fifteen (15)
      days
      (or such shorter or longer period as may be determined by the Administrator,
      in
      its sole discretion) prior to the first day of any Purchase Period during the
      Offering Period in which such person becomes an Eligible Employee. The rights
      granted to such participant shall have the same characteristics as any rights
      originally granted during that Offering Period except that the first day of
      the
      Purchase Period in which such person initially participates in the Plan shall
      be
      the “Enrollment Date” for all purposes for such person, including determination
      of the Purchase Price. 

    


    (d) Except
      as
      provided in subsection (a), payroll deductions for a participant shall commence
      on the first payroll following the Enrollment Date and shall end on the last
      payroll in the Offering Period to which such authorization is applicable, unless
      sooner terminated by the participant as provided in Section 10 hereof.


    


    
      
         

      

      
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    (e) During
      a
      leave of absence approved by the Company or a Subsidiary and meeting the
      requirements of Treasury Regulation Section 1.421-7(h)(2), a participant may
      continue to participate in the Plan by making cash payments to the Company
      on
      each pay day equal to the amount of the participant’s payroll deductions under
      the Plan for the pay day immediately preceding the first day of such
      participant’s leave of absence. If a leave of absence is unapproved or fails to
      meet the requirements of Treasury Regulation Section 1.421-7(h)(2), the
      participant will cease automatically to participate in the Plan. In such event,
      the company will automatically cease to deduct the participant’s payroll under
      the Plan. The Company will pay to the participant his or her total payroll
      deductions for the Purchase Period, in cash in one lump sum (without interest),
      as soon as practicable after the participant ceases to participate in the
      Plan.

    


    6. Payroll
      Deductions.

    


    (a) At
      the
      time a participant files his or her subscription agreement, he or she shall
      elect to have payroll deductions made on each pay day during the Offering Period
      in an amount from one percent (1%) to twenty percent (20%) of
      the
      Compensation which he or she receives on each pay day during the Offering
      Period. 

    


    (b) All
      payroll deductions made for a participant shall be credited to his or her
      account under the Plan and shall be withheld in whole percentages only. Except
      as described in Section 5(a) hereof, a participant may not make any additional
      payments into such account.

    


    (c) A
      participant may discontinue his or her participation in the Plan as provided
      in
      Section 10 hereof, or may increase or decrease the rate of his or her payroll
      deductions during the Offering Period by completing or filing with the Company
      a
      new subscription agreement authorizing a change in payroll deduction rate.
      The
      Administrator may, in its discretion, limit the number of participation rate
      changes during any Offering Period. The change in rate shall be effective with
      the first full payroll period following five (5) business days after the
      Company’s receipt of the new subscription agreement (or such shorter or longer
      period as may be determined by the Administrator, in its sole discretion).
      

    


    (d) Notwithstanding
      the foregoing, to the extent necessary to comply with Section 423(b)(8) of
      the
      Code and Section 3(c) hereof, a participant’s payroll deductions may be
      decreased to zero percent (0%) at any time during a Purchase
      Period.

    


    (e) At
      the
      time the option is exercised, in whole or in part, or at the time some or all
      of
      the Company’s Common Stock issued under the Plan is disposed of, the participant
      must make adequate provision for the Company’s federal, state, or other tax
      withholding obligations, if any, which arise upon the exercise of the option
      or
      the disposition of the Common Stock. At any time, the Company may, but shall
      not
      be obligated to, withhold from the participant’s compensation the amount
      necessary for the Company to meet applicable withholding obligations, including
      any withholding required to make available to the Company any tax deductions
      or
      benefits attributable to sale or early disposition of Common Stock by the
      Employee. 

    


    
      
         

      

      
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    7. Grant
      of Option.
      On the
      Enrollment Date of each Offering Period, each Eligible Employee participating
      in
      such Offering Period shall be granted an option to purchase on each Exercise
      Date during such Offering Period (at the applicable Purchase Price) up to a
      number of shares of the Company’s Common Stock determined by dividing such
      participant’s payroll deductions accumulated prior to such Exercise Date and
      retained in the participant’s account as of the Exercise Date by the applicable
      Purchase Price; provided, however, that in no event shall a participant be
      permitted to purchase during each Offering Period more than two thousand three
      hundred fifty-three (2,353) shares of the Company’s Common Stock (subject to any
      adjustment pursuant to Section 19) and during each Purchase Period more than
      one
      thousand one hundred seventy-six (1,176) shares
      of
      the Company’s Common Stock (subject to any adjustment pursuant to Section 19);
      and provided, further, that such purchase shall be subject to the limitations
      set forth in Sections 3(c) and 13 hereof. The Administrator may, for future
      Offering Periods, increase or decrease, in its absolute discretion, the maximum
      number of shares of the Company’s Common Stock a participant may purchase during
      each Purchase Period and Offering Period. Exercise of the option shall occur
      as
      provided in Section 8 hereof, unless the participant has withdrawn pursuant
      to Section 10 hereof or otherwise becomes ineligible to participate in the
      Plan. The option shall expire on the last day of the Offering Period.


    


    8. Exercise
      of Option.
      

    


    (a) Unless
      a
      participant withdraws from the Plan as provided in Section 10 hereof or
      otherwise becomes ineligible to participate in the Plan, his or her option
      for
      the purchase of shares shall be exercised automatically on the Exercise Date,
      and the maximum number of full shares subject to the option shall be purchased
      for such participant at the applicable Purchase Price with the accumulated
      payroll deductions in his or her account. No fractional shares shall be
      purchased; any payroll deductions accumulated in a participant’s account which
      are not sufficient to purchase a full share shall be retained in the
      participant’s account for the subsequent Purchase Period or Offering Period.
      During a participant’s lifetime, a participant’s option to purchase shares
      hereunder is exercisable only by him or her.

    


    (b) If
      the
      Administrator determines that, on a given Exercise Date, the number of shares
      with respect to which options are to be exercised may exceed (i) the number
      of
      shares of Common Stock that were available for sale under the Plan on the
      Enrollment Date of the applicable Offering Period, or (ii) the number of shares
      available for sale under the Plan on such Exercise Date, the Administrator
      may
      in its sole discretion (x) provide that the Company shall make a pro rata
      allocation of the shares of Common Stock available for purchase on such
      Enrollment Date or Exercise Date, as applicable, in as uniform a manner as
      shall
      be practicable and as it shall determine in its sole discretion to be equitable
      among all participants exercising options to purchase Common Stock on such
      Exercise Date, and continue all Offering Periods then in effect, or (y) provide
      that the Company shall make a pro rata allocation of the shares available for
      purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
      a manner as shall be practicable and as it shall determine in its sole
      discretion to be equitable among all participants exercising options to purchase
      Common Stock on such Exercise Date, and terminate any or all Offering Periods
      then in effect pursuant to Section 20 hereof. The Company may make pro rata
      allocation of the shares available on the Enrollment Date of any applicable
      Offering Period pursuant to the preceding sentence, notwithstanding any
      authorization of additional shares for issuance under the Plan by the Company’s
      stockholders subsequent to such Enrollment Date. The balance of the amount
      credited to the account of each participant which has not been applied to the
      purchase of shares of stock shall be paid to such participant in one lump sum
      in
      cash as soon as reasonably practicable after the Exercise Date, without any
      interest thereon. 

    


    
      
         

      

      
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    9. Deposit
      of Shares.
      As
      promptly as practicable after each Exercise Date on which a purchase of shares
      occurs, the Company may arrange for the deposit, into each participant’s account
      with any broker designated by the Company to administer this Plan, of the number
      of shares purchased upon exercise of his or her option.

    


    10. Withdrawal.

    


    (a) A
      participant may withdraw all but not less than all of the payroll deductions
      credited to his or her account and not yet used to exercise his or her option
      under the Plan at any time by giving written notice to the Company in the form
      of Exhibit A to this Plan. All of the participant’s payroll deductions
      credited to his or her account during the Offering Period shall be paid to
      such
      participant as soon as reasonably practicable after receipt of notice of
      withdrawal and such participant’s option for the Offering Period shall be
      automatically terminated, and no further payroll deductions for the purchase
      of
      shares shall be made for such Offering Period. If a participant withdraws from
      an Offering Period, payroll deductions shall not resume at the beginning of
      the
      succeeding Offering Period unless the participant delivers to the Company a
      new
      subscription agreement.

    


    (b) A
      participant’s withdrawal from an Offering Period shall not have any effect upon
      his or her eligibility to participate in any similar plan which may hereafter
      be
      adopted by the Company or in succeeding Offering Periods which commence after
      the termination of the Offering Period from which the participant
      withdraws.

    


    11. Termination
      of Employment.
      Upon a
      participant’s ceasing to be an Eligible Employee, for any reason, he or she
      shall be deemed to have elected to withdraw from the Plan and the payroll
      deductions credited to such participant’s account during the Offering Period
      shall be paid to such participant or, in the case of his or her death, to the
      person or persons entitled thereto under Section 15 hereof, as soon as
      reasonably practicable and such participant’s option for the Offering Period
      shall be automatically terminated. 

    


    12. Interest.
      No
      interest shall accrue on the payroll deductions or lump sum contributions of
      a
      participant in the Plan.

    


    13. Shares
      Subject to Plan.

    


    (a) Subject
      to adjustment upon changes in capitalization of the Company as provided in
      Section 19 hereof, the maximum initial number of shares of the Company’s Common
      Stock which shall be made available for sale under the Plan shall be two hundred
      and two thousand nine hundred forty-one (202,941) shares. In addition to the
      foregoing, subject to Section 19 hereof, commencing on the first day of the
      Company’s 2006 fiscal year and on the first day of each fiscal year thereafter
      during the term of the Plan, the number of shares of the Company’s Common Stock
      which shall be made available for sale under the Plan shall be increased by
      that
      number of shares of the Company’s Common Stock equal to the least of
      (i) one-half percent (0.5%) of the Company’s outstanding shares of Stock on
      such date, (ii)  one hundred thirty-five thousand two hundred ninety-four
      (135,294) shares or (iii) a lesser amount determined by the Board.
      Notwithstanding the foregoing, in no event shall the aggregate number of shares
      reserved for issuance under the Plan, during the term of the Plan, exceed one
      million three hundred fifty-two thousand nine hundred forty-one (1,352,941)
      shares of the Company’s Common Stock during the term of the Plan, subject to
      adjustment as provided in Section 19 hereof. 

    


    
      
         

      

      
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    (b) If
      any
      right granted under the Plan shall for any reason terminate without having
      been
      exercised, the Common Stock not purchased under such right shall again become
      available for issuance under the Plan. The stock subject to the Plan may be
      unissued shares or reacquired shares, bought on the market or
      otherwise.

    


    (c) With
      respect to shares of stock subject to an option granted under the Plan, a
      participant shall not be deemed to be a stockholder of the Company, and the
      participant shall not have any of the rights or privileges of a stockholder,
      until such shares have been issued to the participant or his or her nominee
      following exercise of the participant’s option. No adjustments shall be made for
      dividends (ordinary or extraordinary, whether in cash securities, or other
      property) or distribution or other rights for which the record date occurs
      prior
      to the date of such issuance, except as otherwise expressly provided
      herein.

    


    14. Administration.
      

    


    (a) The
      Plan
      shall be administered by the Board unless and until the Board delegates
      administration to a Committee as set forth below. The Board may delegate
      administration of the Plan to a Committee comprised of two or more members
      of
      the Board, each of whom is a “non-employee director” within the meaning of Rule
      16b-3 which has been adopted by the Securities and Exchange Commission under
      the
      Securities Exchange Act of 1934, as amended, and which is otherwise constituted
      to comply with applicable law, and the term “Committee” shall apply to any
      persons to whom such authority has been delegated. If administration is
      delegated to a Committee, the Committee shall have, in connection with the
      administration of the Plan, the powers theretofore possessed by the Board,
      including the power to delegate to a subcommittee any of the administrative
      powers the Committee is authorized to exercise, subject, however, to such
      resolutions, not inconsistent with the provisions of the Plan, as may be adopted
      from time to time by the Board. Each member of the Committee shall serve for
      a
      term commencing on a date specified by the Board and continuing until the member
      dies or resigns or is removed from office by the Board. References in this
      Plan
      to the “Administrator” shall mean the Board unless administration is delegated
      to a Committee or subcommittee, in which case references in this Plan to the
      Administrator shall thereafter be to the Committee or subcommittee.

    


    (b) It
      shall
      be the duty of the Administrator to conduct the general administration of the
      Plan in accordance with the provisions of the Plan. The Administrator shall
      have
      the power to interpret the Plan and the terms of the options and to adopt such
      rules for the administration, interpretation, and application of the Plan as
      are
      consistent therewith and to interpret, amend or revoke any such rules. The
      Administrator at its option may utilize the services of an agent to assist
      in
      the administration of the Plan including establishing and maintaining an
      individual securities account under the Plan for each participant. In its
      absolute discretion, the Board may at any time and from time to time exercise
      any and all rights and duties of the Administrator under the Plan. 

    


    
      
         

      

      
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    (c) All
      expenses and liabilities incurred by the Administrator in connection with the
      administration of the Plan shall be borne by the Company. The Administrator
      may,
      with the approval of the Board, employ attorneys, consultants, accountants,
      appraisers, brokers or other persons. The Administrator, the Company and its
      officers and directors shall be entitled to rely upon the advice, opinions
      or
      valuations of any such persons. All actions taken and all interpretations and
      determinations made by the Administrator in good faith shall be final and
      binding upon all participants, the Company and all other interested persons.
      No
      member of the Board shall be personally liable for any action, determination
      or
      interpretation made in good faith with respect to the Plan or the options,
      and
      all members of the Board shall be fully protected by the Company in respect
      to
      any such action, determination, or interpretation. 

    


    15. Designation
      of Beneficiary.

    


    (a) A
      participant may file a written designation of a beneficiary who is to receive
      any shares and cash, if any, from the participant’s account under the Plan in
      the event of such participant’s death subsequent to an Exercise Date on which
      the option is exercised but prior to delivery to such participant of such shares
      and cash. In addition, a participant may file a written designation of a
      beneficiary who is to receive any cash from the participant’s account under the
      Plan in the event of such participant’s death prior to exercise of the option.
      If a participant is married and the designated beneficiary is not the spouse,
      spousal consent shall be required for such designation to be
      effective.

    


    (b) Such
      designation of beneficiary may be changed by the participant at any time by
      written notice to the Company. In the event of the death of a participant and
      in
      the absence of a beneficiary validly designated under the Plan who is living
      at
      the time of such participant’s death, the Company shall deliver such shares
      and/or cash to the executor or administrator of the estate of the participant,
      or if no such executor or administrator has been appointed (to the knowledge
      of
      the Company), the Company, in its discretion, may deliver such shares and/or
      cash to the spouse or to any one or more dependents or relatives of the
      participant, or if no spouse, dependent or relative is known to the Company,
      then to such other person as the Company may designate.

    


    16. Transferability.
      Neither
      payroll deductions credited to a participant’s account nor any rights with
      regard to the exercise of an option or to receive shares under the Plan may
      be
      assigned, transferred, pledged or otherwise disposed of in any way (other than
      by will, the laws of descent and distribution or as provided in Section 15
      hereof) by the participant. Any such attempt at assignment, transfer, pledge
      or
      other disposition shall be without effect, except that the Company may treat
      such act as an election to withdraw funds from an Offering Period in accordance
      with Section 10 hereof.

    


    17. Use
      of
      Funds.
      All
      payroll deductions received or held by the Company under the Plan may be used
      by
      the Company for any corporate purpose, and the Company shall not be obligated
      to
      segregate such payroll deductions.

    


    
      
         

      

      
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    18. Reports.
      Individual accounts shall be maintained for each participant in the Plan.
      Statements of account shall be given to participating Employees at least
      annually, which statements shall set forth the amounts of payroll deductions,
      the Purchase Price, the number of shares purchased and the remaining cash
      balance, if any.

    


    19. Adjustments.
      Upon
      Changes in Capitalization, Dissolution, Liquidation, Merger or Asset
      Sale.

    


    (a) Changes
      in Capitalization.
      Subject
      to any required action by the stockholders of the Company, the number of shares
      of Common Stock which have been authorized for issuance under the Plan but
      not
      yet placed under option, the maximum number of shares each participant may
      purchase each Purchase Period (pursuant to Section 7), as well as the price
      per share and the number of shares of Common Stock covered by each option under
      the Plan which has not yet been exercised shall be proportionately adjusted
      for
      any increase or decrease in the number of issued shares of Common Stock
      resulting from a stock split, reverse stock split, stock dividend, combination
      or reclassification of the Common Stock, or any other increase or decrease
      in
      the number of shares of Common Stock effected without receipt of consideration
      by the Company; provided,
      however,
      that
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been “effected without receipt of consideration.” Such adjustment shall be
      made by the Administrator, whose determination in that respect 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 of Common Stock subject
      to an option.

    


    (b) Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the Offering
      Period then in progress shall be shortened by setting a new Exercise Date (the
      “New Exercise Date”), and shall terminate immediately prior to the consummation
      of such proposed dissolution or liquidation, unless provided otherwise by the
      Administrator. The New Exercise Date shall be before the date of the Company’s
      proposed dissolution or liquidation. The Administrator shall notify each
      participant in writing, at least ten (10) business days prior to the New
      Exercise Date, that the Exercise Date for the participant’s option has been
      changed to the New Exercise Date and that the participant’s option shall be
      exercised automatically on the New Exercise Date, unless prior to such date
      the
      participant has withdrawn from the Offering Period as provided in
      Section 10 hereof. 

    


    (c) Merger
      or Asset Sale.
      In the
      event of a proposed sale of all or substantially all of the assets of the
      Company, or the merger of the Company with or into another corporation, each
      outstanding option shall be assumed or an equivalent option substituted by
      the
      successor corporation or a Parent or Subsidiary of the successor corporation.
      In
      the event that the successor corporation refuses to assume or substitute for
      the
      option, any Purchase Periods then in progress shall be shortened by setting
      a
      New Exercise Date and any Offering Periods then in progress shall end on the
      New
      Exercise Date. The New Exercise Date shall be before the date of the Company’s
      proposed sale or merger. The Administrator shall notify each participant in
      writing, at least ten (10) business days prior to the New Exercise Date, that
      the Exercise Date for the participant’s option has been changed to the New
      Exercise Date and that the participant’s option shall be exercised automatically
      on the New Exercise Date, unless prior to such date the participant has
      withdrawn from the Offering Period as provided in Section 10
      hereof.

    


    
      
         

      

      
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    20. Amendment
      or Termination.

    


    (a) The
      Board
      may at any time and for any reason terminate or amend the Plan. Except as
      provided in Section 19 hereof, no such termination can affect options previously
      granted, provided that an Offering Period may be terminated by the Board if
      the
      Board determines that the termination of the Offering Period or the Plan is
      in
      the best interests of the Company and its stockholders. Except as pro-vided
      in
      Section 19 and this Section 20 hereof, no amendment may make any change in
      any
      option theretofore granted which adversely affects the rights of any participant
      without the consent of such participant. To the extent necessary to comply
      with
      Section 423 of the Code (or any successor rule or provision or any other
      applicable law, regulation or stock exchange rule), the Company shall obtain
      stockholder approval in such a manner and to such a degree as
      required.

    


    (b) Without
      stockholder consent and without regard to whether any participant rights may
      be
      considered to have been “adversely affected,” the Administrator shall be
      entitled to change the Offering Periods, limit the frequency and/or number
      of
      changes in the amount withheld during an Offering Period, establish the exchange
      ratio applicable to amounts withheld in a currency other than U.S. dollars,
      permit payroll withholding in excess of the amount designated by a participant
      in order to adjust for delays or mistakes in the Company’s processing of
      properly completed withholding elections, establish reasonable waiting and
      adjustment periods and/or accounting and crediting procedures to ensure that
      amounts applied toward the purchase of Common Stock for each participant
      properly correspond with amounts withheld from the participant’s Compensation,
      and establish such other limitations or procedures as the Administrator
      determines in its sole discretion advisable which are consistent with the
      Plan.

    


    (c) 
      In the
      event the Board determines that the ongoing operation of the Plan may result
      in
      unfavorable financial accounting consequences, the Board may, in its discretion
      and, to the extent necessary or desirable, modify or amend the Plan to reduce
      or
      eliminate such accounting consequence including, but not limited
      to:

    


    (i) altering
      the Purchase Price for any Offering Period including an Offering Period underway
      at the time of the change in Purchase Price;

    


    (ii) shortening
      any Offering Period so that the Offering Period ends on a new Exercise Date,
      including an Offering Period underway at the time of the Administrator action;
      and

    


    (iii) allocating
      shares.

    


    Such
      modifications or amendments shall not require stockholder approval or the
      consent of any Plan participants.

    


    21. Notices.
      All
      notices or other communications by a participant to the Company under or in
      connection with the Plan shall be deemed to have been duly given when received
      in the form specified by the Company at the location, or by the person,
      designated by the Company for the receipt thereof.

    


    
      
         

      

      
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    22. Conditions
      To Issuance of Shares.
      The
      Company shall not be required to issue or deliver any certificate or
      certificates for shares of Stock purchased upon the exercise of options prior
      to
      fulfillment of all the following conditions: 

    


    (a) The
      admission of such shares to listing on all stock exchanges, if any, on which
      is
      then listed; and 

    


    (b) The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under the rulings or regulations of the Securities
      and
      Exchange Commission or any other governmental regulatory body, which the
      Administrator shall, in its absolute discretion, deem necessary or advisable;
      and 

    


    (c) The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Administrator shall, in its absolute discretion,
      determine to be necessary or advisable; and 

    


    (d) The
      payment to the Company of all amounts which it is required to withhold under
      federal, state or local law upon exercise of the option; and 

    


    (e) The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Administrator may from time to time establish for reasons of administrative
      convenience. 

    


    23. Term
      of Plan.
      The
      Plan shall become effective on the Effective Date. Subject to approval by the
      stockholders of the Company in accordance with this Section, the Plan shall
      be
      in effect until the tenth (10th)
      anniversary of the date of the initial adoption of the Plan by the Board, unless
      sooner terminated under Section 20 hereof. The Plan shall be submitted for
      the
      approval of the Company’s stockholders within twelve (12) months after the date
      of the initial adoption of the Plan by the Board.

    


    24. Automatic
      Transfer to Low Price Offering Period.
      To the
      extent permitted by any applicable laws, regulations, or stock exchange rules,
      if the Fair Market Value of the Common Stock on any Exercise Date in an Offering
      Period is lower than the Fair Market Value of the Common Stock on the Enrollment
      Date of such Offering Period, then (i) a new twelve (12) month Offering Period
      will automatically begin on the first trading day following that Exercise Date,
      and (ii) all
      participants in such Offering Period shall be automatically withdrawn from
      such
      Offering Period immediately after the exercise of their option on such Exercise
      Date and automatically re-enrolled in the immediately following Offering Period
      as of the first day thereof.

    


    25. Equal
      Rights and Privileges.
      All
      Eligible Employees of the Company (or of any Designated Subsidiary) will have
      equal rights and privileges under this Plan so that this Plan qualifies as
      an
“employee stock purchase plan” within the meaning of Section 423 of the Code or
      applicable Treasury regulations thereunder. Any provision of this Plan that
      is
      inconsistent with Section 423 or applicable Treasury regulations will, without
      further act or amendment by the Company, the Board or the Administrator, be
      reformed to comply with the equal rights and privileges requirement of Section
      423 or applicable Treasury regulations. 

     

    
      
         

      

      
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    26.No
      Employment Rights.
      Nothing
      in the Plan shall be construed to give any person (including any Eligible
      Employee or participant) the right to remain in the employ of the Company,
      a
      Parent or a Subsidiary or to affect the right of the Company, any Parent or
      any
      Subsidiary to terminate the employment of any person (including any Eligible
      Employee or participant) at any time, with or without cause.

    


    27. Notice
      of Disposition of Shares.
      Each
      participant shall give prompt notice to the Company of any disposition or other
      transfer of any shares of stock purchased upon exercise of an option if such
      disposition or transfer is made: (a) within two (2) years from the Enrollment
      Date of the Offering Period in which the shares were purchased or (b) within
      one
      (1) year after the Exercise Date on which such shares were purchased. Such
      notice shall specify the date of such disposition or other transfer and the
      amount realized, in cash, other property, assumption of indebtedness or other
      consideration, by the participant in such disposition or other
      transfer.

    


    28. Governing
      Law.
      The
      validity and enforceability of this Plan shall be governed by and construed
      in
      accordance with the laws of the State of Delaware without regard to otherwise
      governing principles of conflicts of law.

    


    


    
      
         

      

      
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