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EXHIBIT 4.3




MOBILEWAY INC.

2000 STOCK OPTION PLAN




adopted by the Board on March 27, 2000

approved by the Shareholders on March 27, 2000




     1. Purpose and Types of Options. This 2000 Stock Option Plan (the “Plan”) is
intended to increase the incentives of, and encourage stock ownership by, officers, directors,
employees, consultants and other independent contractors (including members of the Company’s Board
of Directors who are not employees of the Company) providing services to MobileWay Inc., a Delaware
corporation (the “Company”), or to corporations which are or become parent corporations or
subsidiary corporations of the Company. As used in this Plan, the terms “Parent
corporation” and “Subsidiary corporation” shall have the meanings set forth in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (“Internal
Revenue Code”). The Plan is intended to provide such officers, directors, employees and
consultants and other independent contractors with a proprietary interest (or to increase their
proprietary interest) in the Company, and to encourage them to continue their employment or
engagement by the Company or any parent or subsidiary of the Company. Options granted pursuant to
the Plan, at the discretion of the Company’s Board of Directors (“Board”), may be either
incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or options
that do not so qualify as incentive stock options and which are referenced herein as non-statutory
stock options. This Plan is intended to be a written compensatory benefit plan within the meaning
of Rule 701 of the Securities Act of 1933, as amended (“Securities Act”).



     2. Stock. The capital stock subject to the Plan shall be shares of the Company’s
authorized but unissued Common Stock (“Common Stock”). Subject to adjustments pursuant to
Section 8 hereof, the maximum aggregate number of shares of Common Stock which may be issued under
the Plan is One Million Nine Hundred Nineteen Thousand and One Hundred (1,919,100), or such lesser
number of shares of Common Stock as permitted under Section 260.140.45 of Title 10 of the
California Code of Regulations. In the event that any outstanding option under the Plan shall
expire by its terms or is otherwise terminated for any reason (or if shares of Common Stock of the
Company which are issued upon exercise of an option granted hereunder are subsequently reacquired
by the Company pursuant to contractual rights of the Company under the particular stock option
agreement), the shares of the Common Stock allocated to the unexercised portion of such option (or
the shares so reacquired by the Company pursuant to the terms of the stock option agreement) shall
again become available to be made subject to options granted under the Plan. Notwithstanding any
other provision of this Plan, the aggregate number of shares of Common Stock subject to outstanding
options granted under this Plan at any given time, plus the aggregate number of shares which have
been issued upon exercise of all options granted under this Plan and which remain outstanding,
shall never be permitted to exceed the maximum number of shares specified above in this Section 2
(subject to adjustments under Section 8).



     3. Administration. The Plan shall be administered by the Board. The interpretation
and construction by the Board of any provision of this Plan, or of any option granted pursuant



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hereto, shall be final, binding and conclusive. No member of the Board shall be liable to the
Company or to any Subsidiary or Parent corporation, or to the holder of any option granted
hereunder, for any action, inaction, determination or interpretation made in good faith with
respect to the Plan or any transaction hereunder. Notwithstanding the foregoing, the Board shall
have the authority to delegate some or all of its duties to administer this Plan and to exercise
its powers hereunder to a committee (“Committee”) appointed by the Board. For
purposes of this Plan, all references herein to “Board” shall be deemed to also refer to any such
Committee. Any Committee charged with administration of the Plan shall have all the powers and
protections provided to the Board under this Plan until the Board shall revoke or restrict such
powers or protections. More specifically, the Board, subject to compliance with the remaining
provisions of this Plan, shall have the following powers and authority (which listing is provided
by way of example and is not intended to be comprehensive or limiting to the extent of powers not
included):




          3.1 Selection of Optionees. To determine the persons providing services to the
Company to whom, and the time or times at which, options to purchase Common Stock of the Company
shall be granted;




          3.2 Number of Option Shares. To determine the number of shares of Common Stock to be
subject to options granted to each such person;




          3.3 Exercise Price. To determine the price to be paid for the shares of Common Stock
upon the exercise of each option;




          3.4 Term and Exercise Schedule. To determine the term, vesting and exercise schedule
of each option;




          3.5 Other Terms of Options. To determine the terms and conditions of each stock
option agreement (which need not be identical) entered into between the Company and any person to
whom the Board determines to grant an option;




          3.6 Interpretation of Plan. To interpret the Plan and to prescribe, amend and rescind
rules and regulations relating to the Plan;




          3.7 Amendment of Options. With the consent of the holder thereof, to modify or amend
any option granted under the Plan; and




          3.8 General Authority. To take such actions and make such determinations deemed
necessary or advisable by the Board for the administration of the Plan, subject to complying with
the Plan and with applicable legal requirements.




     4. Eligibility and Award of Options.



          4.1 Authority to Grant and Eligibility. The Board shall have full and final
authority, in its discretion and at any time and from time to time during the term of this Plan, to
grant or authorize the granting of options to such officers, directors and employees of, and




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consultants and other independent contractors retained by, the Company or its Parent or Subsidiary
corporations as it may select, and to determine the number of shares of Common Stock to be subject
to each option. Any individual who is eligible to receive a stock option under this Plan shall be
eligible to hold more than one option at any given time, in the discretion of the Board. The Board
shall have full and final authority in its discretion to determine, in the case of employees
(including employees that are officers or directors), whether such options shall be incentive stock
options or non-statutory stock options; however, no incentive stock option may be granted to any
person who is not a bona fide employee of the Company or of a Parent or Subsidiary corporation of
the Company. Persons selected by the Board who are prospective employees of, or consultants or
other independent contractors to be retained by, the Company or its Parent or Subsidiary
corporations, including members of the Board, shall be eligible to receive non-statutory stock
options; provided, however, that in the case of such prospective employment or other engagement,
the exercisability of such options shall be subject in each case to such person in fact becoming an
employee or consultant or other independent contractor, as applicable, of the Company or its Parent
or Subsidiary corporations.




          4.2 Certain Restrictions Applicable to Stock Options. No stock option shall be
granted to any person who, at the time such incentive stock option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all classes of
outstanding capital stock of the Company, or of any Parent corporation or Subsidiary corporation of
the Company (a “ten percent holder”), unless the exercise price (as provided in Section 5.1
hereof) is not less than one hundred ten percent (110%) of the fair market value of the Common
Stock on the date the stock option is granted and the period within which the incentive stock
option may be exercised (as provided in Section 5.2 hereof) does not exceed five (5) years from the
date the incentive stock option is granted. In determining stock ownership for purposes of this
Section 4.2, the provisions of Section 422(b)(6)
of the Internal Revenue Code shall control. An employee shall be considered as owning the
voting capital stock owned, directly or indirectly, by or for his or her brothers and sisters,
spouse, ancestors and lineal descendants. Voting capital stock owned, directly or indirectly, by
or for a corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries, as applicable.
Additionally, for purposes of this Section 4.2, outstanding capital stock shall include all capital
stock actually issued and outstanding immediately after the grant of the option to the employee.
Outstanding capital stock shall not include capital stock authorized for issue under outstanding
options held by the employee or by any other person. Additionally, the aggregate fair market value
(determined as of the date an option is granted) of the Common Stock with respect to which
incentive stock options granted are exercisable for the first time by an employee during any one
calendar year (under this Plan and under all other incentive stock option plans of the Company and
of any Parent or Subsidiary corporation) shall not exceed One Hundred Thousand





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Dollars ($100,000).
If the aggregate fair market value (determined as of the date an option is granted) of the Common
Stock with respect to which incentive stock options granted are exercisable for the first time by
an employee during any calendar year exceeds One Hundred Thousand Dollars ($100,000), the options
for the first One Hundred Thousand Dollars ($100,000) worth of shares of Common Stock to become
exercisable in such calendar year shall be incentive stock options and the options for the amount
in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year
shall be non-statutory stock options. In the event that the Internal Revenue Code or the
regulations promulgated thereunder are amended after the effective date of the Plan to provide for
a different limit on the fair market value of shares of Common Stock permitted to be subject to
incentive stock options, such different limit shall be automatically incorporated herein and shall
apply to options granted after the effective date of such amendment.




          4.3 Date of Grant. The date on which an option shall be granted shall be stated in
each option agreement and shall be the date of the Board’s authorization of such grant or such
later date as may be set by the Board at the time such grant is authorized.




     5. Terms and Provisions of Option Agreements. Each option granted under the Plan
shall be evidenced by a stock option agreement between the person to whom the option is granted and
the Company. Each such agreement shall be subject to the following terms and conditions, and to
such other terms and conditions not inconsistent herewith as the Board may deem appropriate in each
case:



          5.1 Exercise Price. The price to be paid for each share of Common Stock upon the
exercise of an option shall be determined by the Board at the time the option is granted; provided
however that (i) no non-statutory stock option shall have an exercise price less than eighty-five
percent (85%) of the fair market value of the Common Stock on the date the option is granted; (ii)
no incentive stock
option shall have an exercise price less than one hundred percent (100%) of the fair market
value of the Common Stock on the date the option is granted; and (iii) all options granted to a ten
percent (10%) shareholder shall have the exercise price set as provided in Section 4.2 hereof. For
all purposes of this Plan, the fair market value of the Common Stock on any particular date shall
be determined as follows:




               5.1.1 If such Common Stock is then quoted on the Nasdaq National Market System, its last
reported sale price on the Nasdaq National Market System on the trading day next preceding that
date or, if no such reported sale takes place on the trading day next preceding such date, the
average of its closing bid and asked prices on the Nasdaq National Market System on the trading day
next preceding such date;



               5.1.2 If such Common Stock is publicly traded and is then listed on a national securities
exchange, its last reported sale price on the national securities exchange on which the Common
Stock is then listed on the trading day next preceding that date or, if no such reported sale takes
place on the trading day next preceding such date, the average of its closing bid and asked prices
on the national securities exchange on which the Common Stock is then listed on the trading day
next preceding such date; or



               5.1.3 If none of the foregoing is applicable, by the Board in good faith, with such
determination being based upon past arms’-length sales by the Company of its equity securities and
other factors considered relevant in determining the Company’s fair value.



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Notwithstanding anything to the contrary in this Section 5.1, any Option Agreement may provide for
alternative means of valuation for the purpose of repurchase at fair market value of shares
acquired.




          5.2 Term of Options. The period or periods within which an option may be exercised
shall be determined by the Board at the time the option is granted, but no exercise period shall
exceed ten (10) years from the date the option is granted (or five (5) years in the case of any
stock option granted to a ten percent (10%) shareholder as described in Section 4.2 hereof).




          5.3 Exercisability. Stock options granted under this Plan shall be exercisable at
such future time or times (or may be fully exercisable upon grant), whether or not in installments,
as shall be determined by the Board and provided in the form of stock option agreement, subject,
however, to the requirement that all options granted under this Plan to a person who is not an
officer, director or consultant shall provide a right to exercise that accrues at a rate of at
least twenty percent (20%) of the number of shares subject to the option for each year after the
date of grant (i.e., at a rate so as to become fully exercisable at the end of five (5) years).
Likewise, to the extent that options are immediately exercisable and shares purchased thereunder
have vesting schedules such that the Company is entitled to repurchase at original exercise price a
portion of the shares so
acquired, all such option agreements to a person who is not an officer, director or consultant
of the Company or a Parent or Subsidiary corporation of the Company (unless otherwise provided in
the option agreement) shall provide for the lapsing of such purchase rights at a rate of at least
twenty percent (20%) of the number of shares subject to the option for each year after the date of
grant. Any such repurchase from a person who is not an officer, director or consultant must be
exercised for cash or cancellation of purchase money indebtedness within ninety (90) days of
termination of service (or in the case of securities issued upon exercise after the date of
termination, within ninety (90) days after the date of exercise.) Notwithstanding any other
provisions of this Plan, no option may be exercised after the expiration of ten (10) years from the
date of grant.




          5.4 Method of Payment for Common Stock Upon Exercise. Except as otherwise provided in
the applicable stock option agreement (subject to the limitations of this Plan), the exercise price
for each share of Common Stock purchased under an option shall be paid in full in cash at the time
of purchase (or by check acceptable to the Board). At the discretion of the Board, the stock
option agreement may provide for (or the Board may permit) the exercise price to be paid by one or
more of the following additional alternative methods: (i) the surrender of shares of the Company’s
Common Stock, in proper form for transfer, owned by the person exercising the option and having a
fair market value on the date of exercise equal to the exercise price, provided that such shares
(A) have been outstanding for more than six (6) months and have been paid for within the meaning of
Rule 144 under the Securities Act (and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by
the optionee in the public market, (ii) to the extent permitted under the applicable provisions of
applicable state law, the delivery by the person exercising the option of a full recourse
promissory note executed by such person, bearing interest at a per annum rate which is not less
than the “test rate” as set by the regulations




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promulgated under Sections 483 or 1274, as
applicable, of the Internal Revenue Code and as in effect on the date of exercise, or (iii) any
combination of cash, shares of Common Stock or promissory notes, so long as the sum of the cash so
paid, plus the fair market value of the shares of Common Stock so surrendered and the principal
amounts of the promissory notes so delivered, is equal to the aggregate exercise price. Without
limiting the generality of the foregoing, the form of option agreement may provide (or the Board
may permit) that the option be exercised through a “net issue” exercise procedure (cash-less
exercise), whereby the optionee may elect to receive shares of the Company’s Common Stock having an
aggregate fair market value at the date of exercise equal to the net value of the portion of the
option so exercised as of the exercise date. For purposes of the foregoing, the net value of any
option (or portion thereof) as of such exercise date shall be equal to the aggregate fair market
value of the shares subject to the option (or portion thereof being exercised) less the aggregate
exercise price of the option (or portion thereof). In such event the Company shall issue to the
optionee a number of shares of the Company’s Common Stock having a fair market value as of the date
of exercise equal to the net value of the option (or portion thereof being exercised). No share of
Common Stock shall be issued under any option until full payment therefor has been made in
accordance with the terms of the stock option
agreement (and in compliance with the Plan). Any promissory note accepted upon the exercise
of an option from a person who is a consultant or other independent contractor retained by the
Company or any Parent or Subsidiary corporation shall be adequately secured by collateral other
than the shares of the Common Stock acquired upon such exercise in accordance with Section 409 of
the California Corporations Code. Notwithstanding the foregoing, an option may not be exercised by
surrender to the Company of shares of the Company’s Common Stock to the extent such surrender of
stock would constitute a violation of the provisions of any law, regulation and/or agreement
restricting the redemption of the Company’s Common Stock. Additionally, if permitted by the form
of stock option agreement, or at the Board’s discretion, any such promissory note may permit the
payment of principal and interest accruing thereunder by surrender of shares of the Company’s
Common Stock, in proper form for transfer, and having a fair market value on the date of payment
and surrender equal to the dollar amount to be applied to principal and accrued interest
thereunder. No promissory note shall be permitted if the exercise of an option using a promissory
note will be in violation of any law.




          5.5 Non-Assignability. No stock option granted under the Plan shall be assignable or
transferable by an optionee except by will or the laws of descent and distribution and shall be
exercisable only by the optionee during his or her lifetime.




          5.6 Termination of Employment Provisions Applicable to Stock Options. Each stock
option agreement shall comply with the following provisions relating to early termination of the
option based upon termination of the optionee’s service to the Company:




               5.6.1 Death. If the optionee’s service with the Company is terminated because of the
death of optionee, any stock option which such optionee holds may be exercised, to the extent it
was exercisable at the date of death, within such period after the date of death as the Board shall
prescribe in the stock option agreement (but not less than six (6) months nor more than twelve (12)
months after death), by the optionee’s representative or by the person entitled thereto under the
optionee’s will or the laws of intestacy. If the option is not so



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exercised in accordance with the
foregoing, it shall terminate upon the expiration of such prescribed period.




               5.6.2 Disability. If the optionee’s employment with the Company is terminated because
of the disability of the optionee, any stock option which the optionee holds may be exercised by
the optionee or the optionee’s estate within such period after the date of termination of
employment resulting from such disability (but not less than six (6) months nor more than twelve
(12) months after termination by reason of disability) as the Board shall prescribe in the stock
option agreement, to the extent such option would otherwise be exercisable on the date of such
termination. If the option is not so exercised in accordance with the foregoing, it shall
terminate upon the expiration of such prescribed period, unless the optionee dies prior thereto, in
which event the optionee shall be treated as though his or her death occurred
on the date of termination resulting from such disability and the provisions of Section 5.6.1
hereof shall apply.



               5.6.3 Cause. If the optionee’s employment is terminated for “cause” as
defined by the terms of the Plan, the option agreement, a contract of employment or other service
contract, or applicable law, any option held by the optionee shall expire on the optionee’s
termination date or at such later time and on such conditions as determined by the Board, in its
sole discretion. In the absence of any other provisions in the option agreement, the term “cause”
shall be defined as the willful breach or habitual neglect of the duties which the optionee is
required to perform under his or her employment or other service agreement with the Company, or any
act of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the
effective performance of the optionee’s duties.



               5.6.4 Transfer to Related Corporation. In the event that an optionee leaves the
service of the Company to enter the service of any Parent or Subsidiary corporation of the Company,
or if the optionee leaves the service of any such Parent or Subsidiary corporation to enter the
service of the Company or of another Parent or Subsidiary corporation, such optionee shall be
deemed to continue in service of the Company for all purposes of this Plan, and any reference to
service with the Company shall also be deemed to refer to service with any Parent or Subsidiary of
the Company.



               5.6.5 Retirement. If the optionee’s employment is terminated by voluntary retirement
at or after reaching sixty-five (65) years of age, the optionee may, within three (3) months
following such termination, exercise the Option to the extent it was exercisable by the optionee on
the date of such termination unless the optionee dies prior thereto, in which event the optionee
shall be treated as though the optionee had died on the date of retirement and the provisions of
Section 5.6.1 hereof shall apply.



               5.6.6 Other Severance. In the event an optionee of the Company leaves the services of
the Company for any reason other than as set forth above in this Section 5.6, any stock option
which such optionee holds must be exercised, to the extent it was exercisable at the date such
employee left the services of the Company, not later than three (3) months after the date on which
the employee’s employment terminates (or such shorter period as may be



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prescribed in the option
agreement, the minimum specified period being thirty (30) days). The stock option shall terminate
upon the expiration of such prescribed period.




               5.6.7 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of an option within the applicable time periods set forth above is prevented because the
issuance of shares upon such exercise would constitute a violation of any applicable federal, state
or foreign securities law or other law or regulation, the option shall remain exercisable until
three (3) months after the date the optionee is notified by the Company that the option is
exercisable, but in any event no later than the expiration of ten (10) years from the date of
grant.



               5.6.8 Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing,
if a sale within the applicable time periods set forth in this Section 5.6 of shares acquired upon
the exercise of the option would subject the optionee to liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended, the option shall remain exercisable until the earliest
to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the
optionee would no longer be subject to such liability, (ii) the one hundred and ninetieth (190th)
day after the optionee’s termination of service, or (iii) the option expiration date.



          5.7 All Options Subject to Terms of this Plan. In addition to the provisions
contained in any option agreement granted under this Plan, each such stock option agreement shall
provide that the same is subject to the terms and conditions of this Plan and each optionee shall
be given a copy of this Plan. Further, any terms or conditions contained in any such stock option
agreement granted hereunder which are inconsistent in any respect with the provisions of this Plan
shall be disregarded and void, or shall be deemed amended to the extent necessary to comply with
the provisions of this Plan and the intent of the Board.




          5.8 Other Provisions. Option agreements under the Plan shall contain such other
provisions, including, without limitation: (i) restrictions and conditions upon the exercise of the
option, (ii) rights of first refusal in favor of the Company (or its assignees) applicable to
shares of Common Stock acquired upon exercise of an option which are subsequently proposed to be
transferred by the optionee, (iii) lock-up agreements (applicable in the event of the public
offering of the Common Stock of the Company) restricting an optionee from any sales or other
transfers of option stock for a designated period of time following the effective date of a
registration statement under the Securities Act, (iv) other restrictions on the transferability or
right to retain shares of the Common Stock received upon the exercise of the option including
repurchase rights at original cost based on a vesting schedule, (v) any commitments to pay cash
bonuses, make loans or transfer other property to an optionee upon exercise of any option, and (vi)
restrictions required by federal and applicable state securities laws, all as the Board shall deem
necessary or advisable; provided that no such additional provision shall be inconsistent with any
other term or condition of this Plan or applicable state law and no such additional provision shall
cause any incentive stock option granted pursuant to this Plan to fail to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code. Without limiting the generality of
the foregoing, the Board may provide in the form of stock option agreement that,





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(A) in lieu of an
exercise schedule, the option may immediately be exercisable in full and provide a “vesting
schedule” with respect to the stock so purchased, giving the Company (or its assignees) the right
to repurchase the shares of Common Stock at cost (or some other specified amount) to the extent
such shares have not become vested upon any termination of the optionee’s employment or other
engagement with the Company, which vesting may depend upon or be restated to the attainment of the
time periods, or continued service to the Company pursuant to which the obligation to resell such
shares to the Company shall lapse; (B) optionee’s service or employment with the
Company shall not be deemed to have terminated merely because of a change in the capacity in
which the optionee renders service provided there is no interruption or termination of the
optionee’s service; or (C) an exercise or vesting schedule shall be accelerated upon the
consummation of a “change in control” or similar event or any other event determined advisable by
the Board.




     6. Securities Law and Other Regulatory Requirements. This Plan is intended to comply
with Section 25102(o) of the California Corporations Code. Any provision of this Plan which is
inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the
Board, be reformed to comply with the requirements of Section 25102(o). The Board shall require
any potential optionee, as a condition of the exercise of an option, to represent and establish to
the satisfaction of the Board that all shares of Common Stock to be acquired upon the exercise of
such option will be acquired for investment and not for resale. No shares of Common Stock shall be
issued upon the exercise of any option unless and until: (i) the Company and the optionee have
satisfied all applicable requirements under the Securities Act and the Securities Exchange Act of
1934, as amended, (ii) any applicable listing requirement of any stock exchange on which the
Company’s Common Stock is listed has been satisfied, and (iii) all other applicable provisions of
state and federal law have been satisfied. The Board shall cause such legends to be placed on
certificates evidencing shares of Common Stock issued upon exercise of an option as, in the opinion
of the Company’s counsel, may be required by federal and applicable state securities laws.



     7. Withholding Taxes. The exercise of any option granted under this Plan shall be
conditioned upon the optionee’s payment to the Company of all amounts (in addition to the exercise
price) required to meet federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to shares to be issued on exercise of such option. The Board, in its
discretion, may declare cash bonuses to an optionee to satisfy any such withholding requirements or
may incorporate provisions in the form of stock option agreement allowing (or after grant of the
option may permit, in its discretion) an optionee to satisfy any such withholding obligations, in
whole or in part, by delivery of shares of the Company’s Common Stock already owned by the optionee
and which are not subject to repurchase, forfeiture, vesting or other similar requirements or
restrictions. The fair market value of any such shares used to satisfy such withholding
obligations shall be determined as of the date the amount of tax to be withheld is to be
determined. The Company shall have the right at any time to deduct from payments of any kind
otherwise due to the optionee (whether shares of Common Stock issuable upon exercise of an option,
regular salary, commissions, or otherwise) any federal, state or local taxes of any kind



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required
by law to be withheld with respect to any shares issued upon exercise of options granted under the
Plan.




     8. Adjustments Upon Changes in Capitalization or Merger.



          8.1 Stock Splits and Similar Events; Reclassifications. The number of shares of Common Stock covered by outstanding options granted under this Plan
and the exercise price thereof shall be proportionately adjusted for any increase or decrease in
the number of issued and outstanding shares of Common Stock resulting from a subdivision or
combination of such shares or the payment of a stock dividend (but only on the Common Stock) or a
recapitalization or any other increase or decrease in the number of such outstanding shares of
Common Stock effected without the receipt of consideration by the Company; provided, however, that
the conversion of any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” In the event that the shares of Common Stock covered
by outstanding options granted under this Plan are reclassified by the Company, other than pursuant
to a transaction described in Section 8.2, then such options shall apply to the appropriate number
of shares of newly classified Common Stock designated by the Board.




          8.2 Mergers and Acquisitions. If the Company shall be a constituent corporation in
any merger or consolidation which results in the holders of the outstanding voting securities of
the Company (determined immediately prior to such merger or consolidation) owning, directly or
indirectly, at least a majority of the beneficial interest in the outstanding voting securities of
the surviving corporation or its Parent corporation (determined immediately after such merger or
consolidation), the options granted under the Plan shall pertain and apply to the securities or
other property to which a holder of the number of shares subject to the unexercised portion of such
option would have been entitled. Any of (i) a dissolution or liquidation of the Company; (ii) a
sale of substantially all of the Company’s business and assets; (iii) the direct or indirect sale
or exchange in a single or series of related transactions by the shareholders of the Company of
more than fifty percent (50%) of the voting stock of the Company which results in the holders of
the outstanding voting securities of the Company (determined immediately prior to such sale or
exchange) owning, directly or indirectly, less than a majority of the beneficial interest in the
outstanding voting securities of the Company; or (iv) a merger or consolidation (in which the
Company is a constituent corporation) which results in the holders of the outstanding voting
securities of the Company (determined immediately prior to such merger or consolidation) owning,
directly or indirectly, less than a majority of the beneficial interest in the outstanding voting
securities of the surviving corporation or its Parent corporation (determined immediately after
such merger or consolidation) will cause options granted under the Plan to terminate, unless (A)
the agreement of such sale, exchange, merger, consolidation or other transaction otherwise
provides, or (B) a sale on the day preceding the scheduled consummation of such event (the “test
date”) of shares acquired upon the exercise of the option would subject the optionee to liability
under Section 16(b) of the Securities Exchange Act of 1934, as amended, in which event the option
shall remain exercisable until the earliest to occur of (I) the tenth (10th) day following the date
on which a sale of such shares by the optionee would no longer be subject to such liability, (II)
the one hundred ninetieth (190th) day after the test date, or (III) the Option
Expiration Date.





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          8.3 Board’s Determination Final and Binding Upon Optionees. The foregoing determinations and adjustments in this Section 8 relating to stock or
securities of the Company shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. The Company shall give notice of any such adjustment or action to
each optionee; provided, however, that any such adjustment or action shall be effective and binding
for all purposes, whether or not such notice is given or received.




          8.4 No Fractions of Shares. Fractions of shares shall not be issued by the Company.
Instead, such fractions of shares shall either be paid in cash at fair market value or shall be
rounded down to the nearest share, as determined by the Board.




          8.5 No Rights Except as Expressly Stated. Except as hereinabove expressly provided in
this Section 8, no additional rights shall accrue to any optionee by reason of any subdivision or
combination of shares of the capital stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or of stock of another corporation, and
any issue by the Company of shares of stock of any class or of securities convertible into shares
of stock of any class shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or exercise price of shares subject to options granted hereunder.




          8.6 No Limitations on Company’s Discretion. The grant of options under this Plan
shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure or to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.




     9. No Additional Employment Related Rights or Benefits.



          9.1 No Special Employment Rights. Nothing contained in this Plan or in any option
granted hereunder shall confer upon any optionee any right with respect to the continuation of his
or her employment or other engagement by the Company or interfere in any way with the right of the
Company, subject to the terms of any separate employment or consulting agreement to the contrary,
at any time to terminate such employment or consulting or other relationship or to increase or
decrease the compensation of any optionee. Whether an authorized leave of absence, or absence in
military or government service, shall constitute termination of an optionee’s employment or other
engagement shall be determined by the Board.




     9.2 Other Employee Benefits. The amount of any compensation deemed to be received by any optionee as a result of the
exercise of an option or the sale of shares received upon such exercise will not constitute
compensation with respect to which any other employment (or other engagement) related benefits of
such optionee are determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise specifically
determined by the Board or as expressly provided for in the option agreement. The granting of an
option shall impose no obligation upon the optionee to exercise such option.



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     10. Rights as a Shareholder and Access to Information. No optionee and no person
claiming under or through any such optionee shall be, or have any of the rights or privileges of, a
shareholder of the Company in respect of any of the shares issuable upon the exercise of any option
granted under this Plan, unless and until the option is properly and lawfully exercised and a
certificate representing the shares so purchased is duly issued to the optionee or to his or her
estate. No adjustment shall be made for dividends or any other rights if the record date relating
to such dividend or other right is before the date the optionee became a shareholder. Holders of
options granted under this Plan and purchasers of shares upon the exercise of an option shall be
provided annual financial statements. The Company shall deliver to each optionee during the period
for which he or she has one or more options outstanding, copies of all annual reports and other
information which are provided to all shareholders of the Company, except the Company shall not be
required to deliver such information to key employees whose duties in connection with the Company
assure their access to equivalent information.



     11. Modification, Extension and Renewal of Options. Subject to the limitations of
this Plan, the Board may modify, extend or renew outstanding options granted under the Plan.
Furthermore, the Board may, subject to the other provisions of this Plan, upon the cancellation of
previously granted options having higher per share exercise prices, regrant options at a lower
price; provided, however, that no such modification or cancellation and regrant of an option shall,
without the written consent of the optionee, alter or impair any rights of the optionee under any
option previously granted under the Plan.



     12. Use of Proceeds. The proceeds received from the sale of shares of the Common
Stock upon exercise of options granted under the Plan shall be used for general corporate purposes.



     13. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Plan and all options issued hereunder.



     14. Term of Plan.



          14.1 Effective Dates. The Plan became effective when adopted by the Board, but no
stock option granted under the Plan shall become exercisable unless and until the Plan shall have
been approved by the Company’s shareholders by the vote of the holders of a majority of the
outstanding shares of the Company present and entitled to vote at a duly held meeting of the
Company’s shareholders (or by written consent of the holders of the outstanding shares of the
Company entitled to vote) in accordance with the requirements of the Company’s Bylaws and the
relevant state law. If such shareholder approval is not obtained within twelve (12) months after
the date of the Board’s adoption of the Plan, any incentive stock options previously granted under
the Plan shall become non-statutory options and no further incentive stock options shall be
granted. In addition, for purposes of compliance with the Rules of the California Commissioner of
Corporations, Section 260.140.41(i), any stock options, whether incentive stock options or
non-statutory stock options, which are exercised before shareholder approval is obtained, must




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be
rescinded if shareholder approval is not obtained within twelve (12) months before or after the
Plan is adopted and such shares shall not be counted in determining whether such approval is
obtained. Subject to the foregoing limitation, options may be granted under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.




          14.2 Termination. Unless sooner terminated in accordance with Section 15, the Plan
shall terminate upon the earlier of: (i) the close of business on the last business day preceding
the tenth (10th) anniversary of the earlier of (a) the date of the Plan’s adoption by the Board
occurs, or (b) the date of the Plan’s approval by the Company’s shareholders, or (ii) the date on
which all shares available for issuance under the Plan shall have been issued pursuant to options
granted under the Plan and none of such shares shall remain subject to contractual repurchase
rights of the Company pursuant to “vesting” or other similar provisions. If the date of
termination is determined under clause (i) above, then any options outstanding on such date shall
continue to have force and effect in accordance with the provisions of the option agreements
evidencing such options.




     15. Early Termination and Amendment of the Plan. The Board may from time to time
suspend or terminate the Plan or revise or amend it; provided, however, that, without the approval
of the Company’s shareholders at a duly held meeting of the Company’s shareholders by the vote of a
majority of the shares present and entitled to vote (or by written consent of the holders of the
outstanding shares of the Company entitled to vote) in compliance with the requirements of the
Company’s Bylaws and the California Corporations Code, no such action of the Board shall:



          15.1 Increases in Number of Shares Subject to the Plan. Increase the aggregate number of shares of the Common Stock which may be issued upon
exercise of options granted under the Plan (except for adjustments made pursuant to Section 8
hereof);




          15.2 Changes in Eligibility. Change the designation of employees eligible to receive
incentive stock options under the Plan;




          15.3 Plan Duration. Extend the termination date beyond that provided in Section 14.2;




          15.4 Changes not Approved by Legal Counsel. Otherwise amend or modify the Plan (or
outstanding options) under circumstances where shareholder approval is considered necessary in the
opinion of legal counsel to the Company; or




          15.5 Changes to this Section. Amend this Section 15 to defeat its purposes.




     In any event, no termination or amendment of the Plan may adversely affect any then
outstanding option or any unexercised portion thereof, without the consent of the optionee, unless
such termination or amendment is required to enable an option designated as an incentive stock
option to qualify as an incentive stock option or is necessary to comply with any applicable law,
regulation or rule.




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