Untitled Document


	


      SCIENTIFIC
        LEARNING CORPORATION

      1999
        EQUITY INCENTIVE PLAN 

      Adopted
        February 19, 1996

        Approved
        By Stockholders March 30, 1996

        Amended
        and Restated September 27, 1996

        Approved
        By Stockholders June 11, 1997

        Amended
        March 11, 1999

        Amended
        and Restated May 17, 1999

        Approved
        By Stockholders May 28, 1999

        Amended
        March 8, 2000

        Approved
        By Stockholders May 18, 2000

        Amended
        May 30, 2002

        Amended
        October 9, 2002

        Amended
        February 25, 2003

        Approved
        By Stockholders May 21, 2003

        Amended
        January 28, 2004

        Approved
        By Stockholders _________, 2004

        Termination
        Date:  May 17, 2009  

      1.             
        PURPOSES.

                      (a)           
        The Plan initially was established effective as of February 19, 1996 (the
        “Prior Plan”). The Prior Plan hereby is amended and restated
        in its entirety as the Plan, effective as of the date of the closing of
        the initial public offering (“IPO”) of the common stock of the
        Company (“Common Stock”). The terms of the Prior Plan shall
        remain in effect and apply to all options granted pursuant to the Prior
        Plan.

                      (b)           
        The purpose of the Plan is to provide a means by which selected Employees,
        Directors and Consultants may be given an opportunity to benefit from
        increases in value of the Common Stock through the granting of (i) Incentive
        Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv)
        rights to purchase restricted stock and (v) Stock Appreciation Rights.

                      (c)           
        The Company, by means of the Plan, seeks to retain the services of persons
        who are now Employees, Directors or Consultants, to secure and retain
        the services of new Employees, Directors and Consultants and to provide
        incentives for such persons to exert maximum efforts for the success of
        the Company and its Affiliates.

                      (d)           
        The Company intends that the Stock Awards issued under the Plan shall,
        in the discretion of the Board or any Committee to which responsibility
        for administration of the Plan has been delegated pursuant to subsection
        3(c), be either (i) Options granted pursuant to Section 6 hereof,
        including Incentive Stock Options and Nonstatutory Stock Options, (ii)
        stock bonuses or rights to purchase restricted stock granted pursuant
        to Section 7 hereof or (iii) Stock Appreciation Rights granted pursuant
        to Section 8 hereof. All Options shall be separately designated Incentive
        Stock Options or Nonstatutory Stock Options at the time of grant, and
        in such form as issued pursuant to Section 6, and a separate certificate
        or certificates will be issued for shares purchased on exercise of each
        type of Option.






	
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	2.             
        DEFINITIONS.

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

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

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

                      (d)           
        “Committee”  means a Committee appointed
        by the Board in accordance with subsection 3(c) of the Plan.

                      (e)           
        “Company”  means Scientific Learning Corporation,
        a Delaware corporation.

                      (f)            
        “Consultant”  means any person, including
        an advisor, engaged by the Company or an Affiliate to render consulting
        services and who is compensated for such services, provided that the term
        “Consultant” shall not include Directors who are paid only a
        director’s fee by the Company or who are not compensated by the Company
        for their services as Directors.

                      (g)           
        “Continuous Service”  means that the Optionee’s
        employment or service with the Company or an Affiliate of the Company,
        whether in the capacity of an Employee, a Director or a Consultant, is
        not interrupted or terminated. The Optionee’s Continuous Service
        shall not be deemed to have terminated merely because of a change in the
        capacity in which the Optionee renders employment or service to the Company
        or an Affiliate or the Company or a change in the entity for which the
        Optionee renders such employment or service, provided that there is no
        interruption or termination of the Optionee’s Continuous Service.
        The Board or the Chief Executive Officer of the Company, in that party’s
        sole discretion, may determine whether Continuous Service shall be considered
        interrupted in the case of any leave of absence approved by the Board
        or the Chief Executive Officer of the Company, including sick leave, military
        leave, or any other personal leave.

                      (h)           
        “Covered Employee”  means the Chief Executive
        Officer and the four (4) other highest compensated officers of the Company
        for whom total compensation is required to be reported to stockholders
        under the Exchange Act, as determined for purposes of Section 162(m) of
        the Code.

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

                      (j)            
        “Disability”  means the inability of a person,
        in the opinion of a qualified physician acceptable to the Company, to
        perform the major duties of that person’s position with the Company
        or an Affiliate of the Company because of the sickness or injury of the
        person.

                      (k)           
        “Employee”  means any person, including Officers
        and Directors, employed by the Company or any Affiliate of the Company.
        Neither service as a Director nor payment of a director’s fee by
        the Company shall be sufficient to constitute “employment” by
        the Company.

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

      




	
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	                (m)         
        “Fair Market Value”  means, as of any date,
        the value of the Common Stock of the Company determined as follows:  

                                                      (1)           
        If the Common Stock is listed on any established stock exchange,  traded
        on the Nasdaq National Market or the Nasdaq SmallCap Market, or quoted
        on the OTC Bulletin Board, the Fair Market Value of a share of Common
        Stock shall be the closing sales price for such stock (or the closing
        bid, if no sales were reported) as quoted on such exchange, market or
        board (or the exchange or market with the greatest volume of trading in
        Common Stock) on the trading day prior to the day of determination, as
        reported in the Wall Street Journal or such other source as the Board
        deems reliable;

                                                      (2)           
        In the absence of such markets for the Common Stock, the Fair Market Value
        shall be determined in good faith by the Board and to the extent that
        the Company is subject to Section 260.140.50 of Title 10 of the California
        Code of Regulations at the time a Stock Award is granted, in a manner
        consistent with Section 260.140.50 of Title 10 of the California Code
        of Regulations.

                      (n)           
        “Incentive Stock Option”  means an Option
        intended to qualify as an incentive stock option within the meaning of
        Section 422 of the Code and the regulations promulgated thereunder.

                      (o)           
        “Non-Employee Director”  means a Director
        who either (i) is not a current Employee or Officer of the Company or
        its parent or subsidiary, does not receive compensation (directly or indirectly)
        from the Company or its parent or subsidiary for services rendered as
        a consultant or in any capacity other than as a Director (except for an
        amount as to which disclosure would not be required under Item 404(a)
        of Regulation S-K promulgated pursuant to the Securities Act), does not
        possess an interest in any other transaction as to which disclosure would
        be required under Item 404(a) of Regulation S-K, and is not engaged in
        a business relationship as to which disclosure would be required under
        Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
        “non-employee director” for purposes of Rule 16b-3.

                      (p)           
        “Nonstatutory Stock Option”  means an Option
        not intended to qualify as an Incentive Stock Option.

                      (q)           
        “Officer”  means a person who is an officer
        of the Company within the meaning of Section 16 of the Exchange Act
        and the rules and regulations promulgated thereunder.

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

                      (s)           
        “Option Agreement”  means a written agreement
        between the Company and an Optionee evidencing the terms and conditions
        of an individual Option grant. Each Option Agreement shall be subject
        to the terms and conditions of the Plan.

                      (t)            
        “Optionee”  means a person to whom an Option
        is granted pursuant to the Plan, or if applicable, such other person who
        holds an outstanding Option.






	
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	                (u)           
        “Outside Director”  means a Director who
        either (i) is not a current employee of the Company or an “affiliated
        corporation” (within the meaning of Treasury regulations promulgated
        under Section 162(m) of the Code), is not a former employee of the Company
        or an “affiliated corporation” receiving compensation for prior
        services (other than benefits under a tax qualified pension plan), was
        not an officer of the Company or an “affiliated corporation”
        at any time, and is not currently receiving direct or indirect remuneration
        from the Company or an “affiliated corporation” for services
        in any capacity other than as a Director, or (ii) is otherwise considered
        an “outside director” for purposes of Section 162(m) of the
        Code.

                      (v)           
        “Participant”  means a person to whom a Stock
        Award is granted pursuant to the Plan or, if applicable, such other person
        who holds an outstanding Stock Award.

                      (w)          
        “Plan”  means this Scientific Learning Corporation
        1999 Equity Incentive Plan.

                      (x)           
        “Rule 16b-3”  means Rule 16b-3
        of the Exchange Act or any successor to Rule 16b-3, as in effect
        when discretion is being exercised with respect to the Plan.

                      (y)           
        “Securities Act”  means the Securities Act
        of 1933, as amended.

                      (z)           
        “Stock Appreciation Right”  means any of
        the various types of rights which may be granted under Section 8 of the
        Plan.

                      (aa)        
        “Stock Award”  means any right granted under
        the Plan, including any Option, any stock bonus, any right to purchase
        restricted stock and any Stock Appreciation Right. 

                      (bb)        
        “Stock Award Agreement”  means a written
        agreement between the Company and a holder of a Stock Award evidencing
        the terms and conditions of an individual Stock Award grant. Each Stock
        Award Agreement shall be subject to the terms and conditions of the Plan.

                      (cc)         
        “Ten Percent Stockholder”  means a person
        who owns (or is deemed to own pursuant to Section 424(d) of the Code)
        stock possessing more than ten percent (10%) of the total combined voting
        power of all classes of stock of the Company or any of its Affiliates.

      3.             
        ADMINISTRATION.

                      (a)           
        The Board shall administer the Plan unless and until the Board delegates
        administration to a Committee, as provided in subsection 3(c).

                      (b)           
        The Board shall have the power, subject to, and within the limitations
        of, the express provisions of the Plan:

                                                      (1)           
        To determine from time to time which of the persons eligible under the
        Plan shall be granted Stock Awards; when and how each Stock Award shall
        be granted; whether a Stock Award will be an Incentive Stock Option or
        a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted
        stock, a Stock Appreciation Right or a combination of the foregoing; the
        provisions of each Stock Award granted (which need not be identical),
        including the time or times when a person shall be permitted to receive
        stock pursuant to a Stock Award; whether a person shall be permitted to
        receive stock upon exercise of an Independent Stock Appreciation Right;
        and the number of shares with respect to which a Stock Award shall be
        granted to each such person.






	
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	                                                (2)           
        To construe and interpret the Plan and Stock Awards granted under it,
        and to establish, amend and revoke rules and regulations for its administration.
        The Board, in the exercise of this power, may correct any defect, omission
        or inconsistency in the Plan or in any Stock Award Agreement, in a manner
        and to the extent it shall deem necessary or expedient to make the Plan
        fully effective.

                                                      (3)           
        To amend the Plan or a Stock Award as provided in Section 13.

                                                      (4)           
        Generally, to exercise such powers and to perform such acts as the Board
        deems necessary or expedient to promote the best interests of the Company
        which are not in conflict with the provisions of the Plan.

                      (c)           
        The Board may delegate administration of the Plan to a Committee or Committees
        of one or more members of the Board. In the discretion of the Board, a
        Committee may consist solely of two or more Outside Directors, in accordance
        with Code Section 162(m), or solely of two or more Non-Employee Directors,
        in accordance with Rule 16b-3. 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 (and references in
        this Plan to the Board shall thereafter be to the Committee), subject,
        however, to such resolutions, not inconsistent with the provisions of
        the Plan, as may be adopted from time to time by the Board. The Board
        may abolish the Committee at any time and revest in the Board the administration
        of the Plan. Notwithstanding anything in this Section 3 to the contrary,
        the Board or the Committee may delegate to a committee of one or more
        members of the Board the authority to grant Options to eligible persons
        who (1) are not then subject to Section 16 of the Exchange Act and/or
        (2) are either (i) not then Covered Employees and are not expected to
        be Covered Employees at the time of recognition of income resulting from
        such Option, or (ii) not persons with respect to whom the Company wishes
        to comply with Section 162(m) of the Code.

      4.             
        SHARES SUBJECT TO THE PLAN.

                      (a)           
        Subject to the provisions of subsection 12(a) relating to adjustments
        upon changes in stock and subject to Section 4(c) below, the stock that
        may be issued pursuant to Stock Awards shall not exceed in the aggregate
        Five Million Four Hundred Ninety-Two Thousand Six Hundred Sixty Six (5,492,666)
        shares of Common Stock, less any shares which are subject to Stock Awards
        granted under the Company’s Milestone Equity Incentive Plan, as then
        in effect. If any Stock Award shall for any reason expire or otherwise
        terminate, in whole or in part, without having been exercised in full,
        the stock not acquired under such Stock Award shall revert to and again
        become available for issuance under the Plan. Shares subject to Stock
        Appreciation Rights exercised in accordance with Section 8 of the Plan
        shall not be available for subsequent issuance under the Plan.

                      (b)           
        The stock subject to the Plan may be unissued shares or reacquired shares,
        bought on the market or otherwise.






	
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	                (c)           
        Notwithstanding any provision herein to the contrary, in the event the
        Plan is not approved by holders of at least two-thirds of the Company’s
        outstanding common stock within twelve months of the date a Stock Award
        is first granted hereunder following the October 2002 amendment of the
        Plan, then, unless an exemption from qualification is available with respect
        to such grant that does not require compliance with the provisions of
        260.140.45 of the California Code of Regulations, any Stock Award granted
        hereunder which (i) followed the October 2002 amendment of the Plan and
        (ii) was granted at a time when the total number of securities issuable
        upon exercise of all outstanding options [exclusive of rights described
        in Section 260.140.40 and warrants described in Sections 260.140.43 and
        260.140.44 of the California Code of Regulations, and any purchase plan
        or agreement as described in Section 260.140.42 of the California Code
        of Regulations (provided that the purchase plan or agreement provides
        that all securities will have a purchase price of 100% of the fair value,
        as determined in accordance with Section 260.140.50 of the California
        Code of Regulations, of the security either at the time the person is
        granted the right to purchase securities under the plan or agreement or
        at the time the purchase is consummated)] and the total number of securities
        called for under any bonus or similar plan or agreement exceeded 30% of
        the Company’s then outstanding securities, calculated on an as-converted
        to common stock basis, shall be void.

      5.             
        ELIGIBILITY.

                      (a)           
        Incentive Stock Options and Stock Appreciation Rights appurtenant thereto
        may be granted only to Employees. Stock Awards other than Incentive Stock
        Options and Stock Appreciation Rights appurtenant thereto may be granted
        to Employees, Directors and Consultants.

                      (b)           
        No Ten Percent Stockholder shall be eligible for the grant of an Incentive
        Stock Option unless the exercise price of such Option is at least one
        hundred ten percent (110%) of the Fair Market Value of such stock at the
        date of grant and the Option is not exercisable after the expiration of
        five (5) years from the date of grant.

                      (c)           
        Subject to the provisions of Section 12 relating to adjustments upon changes
        in stock, no employee shall be eligible to be granted Options and Stock
        Appreciation Rights covering more than One Million Four Hundred Thousand
        (1,400,000)shares of the Common Stock in any calendar year. 

      6.             
        OPTION PROVISIONS.

                      Each
        Option shall be in such form and shall contain such terms and conditions
        as the Board shall deem appropriate. The provisions of separate Options
        need not be identical, but each Option shall include (through incorporation
        of provisions hereof by reference in the Option or otherwise) the substance
        of each of the following provisions:

                      (a)           
        Term.   No Incentive Stock Option shall be exercisable
        after the expiration of ten (10) years from the date it was granted.

                      (b)           
        Price.   Subject to the provisions of Section 5(b) regarding
        Ten Percent Stockholders, the exercise price of each Incentive Stock Option
        shall be not less than one hundred percent (100%) of the Fair Market Value
        of the stock subject to the Option on the date the Option is granted.
        The exercise price of each Nonstatutory Stock Option shall be any price
        determined by the Board in its sole discretion; provided, however,
        that to the extent the Company is subject to Section 260.140.41 of Title
        10 of the California Code of Regulations at the time the Nonstatutory
        Stock Option is granted, the exercise price of each Nonstatutory Stock
        Option shall not be less than eighty-five percent (85%) of the Fair Market
        Value of the stock subject to the Option on the date the Option is granted,
        except that a Ten Percent Stockholder shall not be granted a Nonstatutory
        Stock Option unless the exercise price of such Option is at least (i)
        one hundred ten percent (110%) of the Fair Market Value of the stock subject
        to the Option on the date the Option is granted or (ii) such lower percentage
        of the Fair Market Value of the stock subject to the Option on the date
        the Option is granted as is permitted by Section 260.140.41 of Title 10
        of the California Code of Regulations at the time of the grant of the
        Option.  






	
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	                (c)           
        Consideration.   The purchase price of stock acquired
        pursuant to an Option shall be paid, to the extent permitted by applicable
        statutes and regulations, either (i) in cash or (ii) at the
        discretion of the Board (A) by delivery to the Company of other Common
        Stock of the Company, (B) according to a deferred payment (however,
        payment of the common stock’s “par value,” as defined in
        the Delaware General Corporation Law, shall not be made by deferred payment),
        or other arrangement (which may include, without limiting the generality
        of the foregoing, the use of other Common Stock of the Company) with the
        person to whom the Option is granted or to whom the Option is transferred
        pursuant to subsection 6(d), or (C) in any other form of legal consideration
        that may be acceptable to the Board.

                      In
        the case of any deferred payment arrangement, interest shall be compounded
        at least annually and shall be charged at the minimum rate of interest
        necessary to avoid the treatment as interest, under any applicable provisions
        of the Code, of any amounts other than amounts stated to be interest under
        the deferred payment arrangement.

                      (d)           
        Transferability.  An Incentive Stock Option shall not be transferable
        except by will or by the laws of descent and distribution, and shall be
        exercisable during the lifetime of the person to whom the Option is granted
        only by such person. A Nonstatutory Stock Option shall not be transferable
        except by will or by the laws of descent and distribution and, to the
        extent provided in the Option Agreement, to such further extent as permitted
        by Section 260.140.41(d) of Title 10 of the California Code of Regulations
        at the time of the grant of the Option, and shall be exercisable during
        the lifetime of the Optionee only by the Optionee. If the Nonstatutory
        Stock Option does not provide for transferability, then the Nonstatutory
        Stock Option shall not be transferable except by will or by the laws of
        descent and distribution and shall be exercisable during the lifetime
        of the Optionee only by the Optionee. Notwithstanding the foregoing, the
        Optionee may, by delivering written notice to the Company, in a form satisfactory
        to the Company, designate a third party who, in the event of the death
        of the Optionee, shall thereafter be entitled to exercise the Option.

                      (e)           
        Vesting.   The total number of shares of stock subject
        to an Option may, but need not, be allotted in periodic installments (which
        may, but need not, be equal). The Option Agreement may provide that from
        time to time during each of such installment periods, the Option may become
        exercisable (“vest”) with respect to some or all of the shares
        allotted to that period, and may be exercised with respect to some or
        all of the shares allotted to such period and/or any prior period as to
        which the Option became vested but was not fully exercised. The Option
        may be subject to such other terms and conditions on the time or times
        when it may be exercised (which may be based on performance or other criteria)
        as the Board may deem appropriate. The vesting provisions of individual
        Options may vary. The provisions of this subsection 6(e) are subject to
        any Option provisions governing the minimum number of shares as to which
        an Option may be exercised, including the following subsection 6(f).






	
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	                (f)            
        Minimum Vesting.   Notwithstanding the foregoing Section
        6(e), to the extent that the following restrictions on vesting are required
        by Section 260.140.41(f) of Title 10 of the California Code of Regulations
        at the time of the grant of the Option, then:

                                      (i)            
        Options granted to an Employee who is not an Officer, Director or Consultant
        shall provide for vesting of the total number of shares of Common Stock
        at a rate of at least twenty percent (20%) per year over five (5) years
        from the date the Option was granted, subject to reasonable conditions
        such as continued employment;  and

                                      (ii)           
        Options granted to Officers, Directors or Consultants may be made fully
        exercisable, subject to reasonable conditions such as continued employment,
        at any time or during any period established by the Company.

                      (g)           
        Termination of the Optionee’s Continuous Service.   In
        the event an Optionee’s Continuous Service terminates (other than
        upon the Optionee’s death or Disability), the Optionee may exercise
        his or her Option (to the extent that the Optionee was entitled to exercise
        it at the date of termination) but only within such period of time ending
        on the earlier of (i) the date three (3) months after the termination
        of the Optionee’s Continuous Service (or such longer or shorter period
        specified in the Option Agreement, which, to the extent the Company is
        subject to Section 260.140.41 of Title 10 of the California Code of Regulations
        at the time the Option is granted, shall not be less than thirty (30)
        days), or (ii) the expiration of the term of the Option as set forth in
        the Option Agreement. If, after termination, the Optionee does not exercise
        his or her Option within the time specified in the Option Agreement, the
        Option shall terminate, and the shares covered by such Option shall revert
        to and again become available for issuance under the Plan.

                      An
        Optionee’s Option Agreement may also provide that, if the exercise
        of the Option following the termination of the Optionee’s Continuous
        Service (other than upon the Optionee’s death or Disability) would
        be prohibited at any time solely because the issuance of shares would
        violate the registration requirements under the Securities Act, then the
        Option shall terminate on the earlier of (i) the expiration of the term
        of the Option as described in subsection 6(a) or (ii) the expiration of
        a period of three (3) months after the termination of the Optionee’s
        Continuous Service during which the exercise of the Option would not be
        in violation of such registration requirements (if such provisions would
        result in an extension of the time during which the Option may be exercised
        beyond the period described in the first paragraph of this subsection
        6(g)).

                      (h)           
        Disability of Optionee.   In the event an Optionee’s
        Continuous Service terminates as a result of the Optionee’s Disability,
        the Optionee may exercise his or her Option (to the extent that the Optionee
        was entitled to exercise it at the date of termination), but only within
        such period of time ending on the earlier of (i) the date twelve (12)
        months following such termination (or such longer or shorter period specified
        in the Option Agreement, which, to the extent the Company is subject to
        Section 260.140.41 of Title 10 of the California Code of Regulations at
        the time the Option is granted, shall not be less than six (6) months),
        or (ii) the expiration of the term of the Option as set forth in the Option
        Agreement. If, at the date of termination, the Optionee is not entitled
        to exercise his or her entire Option, the shares covered by the unexercisable
        portion of the Option shall revert to and again become available for issuance
        under the Plan. If, after termination, the Optionee does not exercise
        his or her Option within the time specified herein, the Option shall terminate,
        and the shares covered by such Option shall revert to and again become
        available for issuance under the Plan.






	
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	                (i)            
        Death of Optionee.   In the event of the death of an
        Optionee during, or within a period specified in the Option after the
        termination of, the Optionee’s Continuous Service, the Option may
        be exercised (to the extent the Optionee was entitled to exercise the
        Option at the date of death) by the Optionee’s estate, by a person
        who acquired the right to exercise the Option by bequest or inheritance
        or by a person designated to exercise the option upon the Optionee’s
        death pursuant to subsection 6(d), but only within the period ending on
        the earlier of (i) the date eighteen (18) months following the date of
        death (or such longer or shorter period specified in the Option Agreement,
        which, to the extent the Company is subject to Section 260.140.41 of Title
        10 of the California Code of Regulations at the time the Option is granted,
        shall not be less than six (6) months), or (ii) the expiration of the
        term of such Option as set forth in the Option Agreement. If, at the time
        of death, the Optionee was not entitled to exercise his or her entire
        Option, the shares covered by the unexercisable portion of the Option
        shall revert to and again become available for issuance under the Plan.
        If, after death, the Option is not exercised within the time specified
        herein, the Option shall terminate, and the shares covered by such Option
        shall revert to and again become available for issuance under the Plan.

                      (j)            
        Early Exercise.   The Option may, but need not, include
        a provision whereby the Optionee may elect at any time before the Optionee’s
        Continuous Service terminates to exercise the Option as to any part or
        all of the shares subject to the Option prior to the full vesting of the
        Option. Any unvested shares so purchased may be subject to a repurchase
        right in favor of the Company or to any other restriction the Board determines
        to be appropriate. 

                      (k)           
        Re-Load Options.   Without in any way limiting the authority
        of the Board to make or not to make grants of Options hereunder, the Board
        shall have the authority (but not an obligation) to include as part of
        any Option Agreement a provision entitling the Optionee to a further Option
        (a “Re-Load Option”) in the event the Optionee exercises the
        Option evidenced by the Option Agreement, in whole or in part, by surrendering
        other shares of Common Stock in accordance with this Plan and the terms
        and conditions of the Option Agreement. Any such Re-Load Option (i) shall
        be for a number of shares equal to the number of shares surrendered as
        part or all of the exercise price of such Option; (ii) shall have an expiration
        date which is the same as the expiration date of the Option the exercise
        of which gave rise to such Re-Load Option; and (iii) shall have an exercise
        price which is equal to one hundred percent (100%) of the Fair Market
        Value of the Common Stock subject to the Re-Load Option on the date of
        exercise of the original Option. Notwithstanding the foregoing, a Re-Load
        Option which is an Incentive Stock Option and which is granted to a 10%
        stockholder (as described in subsection 5(b)), shall have an exercise
        price which is equal to one hundred ten percent (110%) of the Fair Market
        Value of the stock subject to the Re-Load Option on the date of exercise
        of the original Option and shall have a term which is no longer than five
        (5) years.

                      Any
        such Re-Load Option may be an Incentive Stock Option or a Nonstatutory
        Stock Option, as the Board may designate at the time of the grant of the
        original Option; provided, however, that the designation of any Re-Load
        Option as an Incentive Stock Option shall be subject to the one hundred
        thousand dollars ($100,000) annual limitation on exercisability of Incentive
        Stock Options described in subsection 11(e) of the Plan and in Section
        422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option.
        Any such Re-Load Option shall be subject to the availability of sufficient
        shares under subsection 4(a) and shall be subject to such other terms
        and conditions as the Board may determine which are not inconsistent with
        the express provisions of the Plan regarding the terms of Options.






	
        9. 

      








	7.             
        TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

                      Each
        stock bonus or restricted stock purchase agreement shall be in such form
        and shall contain such terms and conditions as the Board shall deem appropriate.
        The terms and conditions of stock bonus or restricted stock purchase agreements
        may change from time to time, and the terms and conditions of separate
        agreements need not be identical, but each stock bonus or restricted stock
        purchase agreement shall include (through incorporation of provisions
        hereof by reference in the agreement or otherwise) the substance of each
        of the following provisions as appropriate:

                      (a)           
        Purchase Price.   The purchase price under each restricted
        stock purchase agreement shall be such amount as the Board shall determine
        and designate in such agreement, which, to the extent the Company is subject
        to Section 260.140.42 of Title 10 of the California Code of Regulations
        at the time the restricted Stock Award is granted, shall be at least eighty-five
        percent (85%) of the Fair Market Value of the stock subject to the agreement,
        except that for any Ten Percent Stockholder, the purchase price shall
        be at least one hundred percent (100%) of the Fair Market Value of the
        stock subject to the agreement. Notwithstanding the foregoing, the Board
        may determine that eligible participants in the Plan may be awarded stock
        pursuant to a stock bonus agreement in consideration for past services
        actually rendered to the Company for its benefit.

                      (b)           
        Transferability.   Rights under a stock bonus or restricted
        stock purchase agreement shall not be transferable except by will or by
        the laws of descent and distribution and shall be exercisable during the
        lifetime of the Participant only by the Participant. 

                      (c)           
        Consideration.   The purchase price of stock acquired
        pursuant to a stock purchase agreement shall be paid either:  (i)
        in cash; (ii) at the discretion of the Board, according to a deferred
        payment or other arrangement with the person to whom the stock is sold;
        or (iii) in any other form of legal consideration that may be acceptable
        to the Board in its discretion. Notwithstanding the foregoing, the Board
        to which administration of the Plan has been delegated may award stock
        pursuant to a stock bonus agreement in consideration for past services
        actually rendered to the Company or for its benefit.

                      (d)           
        Vesting.   Subject to the “Repurchase Limitation”
        in Section 11(g), shares of stock sold or awarded under the Plan may,
        but need not, be subject to a repurchase option in favor of the Company
        in accordance with a vesting schedule to be determined by the Board.

                      (e)           
        Termination of Continuous Service.   Subject to the “Repurchase
        Limitation” in Section 11(g), in the event the Stock Award recipient’s
        Continuous Service terminates, the Company may repurchase or otherwise
        reacquire any or all of the shares of stock held by that person which
        have not vested as of the date of termination under the terms of the stock
        bonus or restricted stock purchase agreement between the Company and such
        person.






	
        10. 

      








	8.             
        STOCK APPRECIATION RIGHTS.

                      (a)           
        To exercise any outstanding Stock Appreciation Right, the holder must
        provide written notice of exercise to the Company in compliance with the
        provisions of the Stock Award Agreement evidencing such right. Except
        as provided in subsection 5(c), no limitation shall exist on the aggregate
        amount of cash payments the Company may make under the Plan in connection
        with the exercise of a Stock Appreciation Right.

                      (b)           
        Three types of Stock Appreciation Rights shall be authorized for issuance
        under the Plan:

                                                      (1)           
        Tandem Stock Appreciation Rights.   Tandem Stock Appreciation
        Rights will be granted appurtenant to an Option, and shall, except as
        specifically set forth in this Section 8, be subject to the same terms
        and conditions applicable to the particular Option grant to which it pertains.
        Tandem Stock Appreciation Rights will require the holder to elect between
        the exercise of the underlying Option for shares of stock and the surrender,
        in whole or in part, of such Option for an appreciation distribution.
        The appreciation distribution payable on the exercised Tandem Right shall
        be in cash (or, if so provided, in an equivalent number of shares of stock
        based on Fair Market Value on the date of the Option surrender) in an
        amount up to the excess of (A) the Fair Market Value (on the date of the
        Option surrender) of the number of shares of stock covered by that portion
        of the surrendered Option in which the Optionee is vested over (B) the
        aggregate exercise price payable for such vested shares.

                                                      (2)           
        Concurrent Stock Appreciation Rights.   Concurrent Rights
        will be granted appurtenant to an Option and may apply to all or any portion
        of the shares of stock subject to the underlying Option and shall, except
        as specifically set forth in this Section 8, be subject to the same terms
        and conditions applicable to the particular Option grant to which it pertains.
        A Concurrent Right shall be exercised automatically at the same time the
        underlying Option is exercised with respect to the particular shares of
        stock to which the Concurrent Right pertains. The appreciation distribution
        payable on an exercised Concurrent Right shall be in cash (or, if so provided,
        in an equivalent number of shares of stock based on Fair Market Value
        on the date of the exercise of the Concurrent Right) in an amount equal
        to such portion as shall be determined by the Board or the Committee at
        the time of the grant of the excess of (A) the aggregate Fair Market Value
        (on the date of the exercise of the Concurrent Right) of the vested shares
        of stock purchased under the underlying Option which have Concurrent Rights
        appurtenant to them over (B) the aggregate exercise price paid for such
        shares.

                                                      (3)           
        Independent Stock Appreciation Rights.   Independent
        Rights will be granted independently of any Option and shall, except as
        specifically set forth in this Section 8, be subject to the same terms
        and conditions applicable to Nonstatutory Stock Options as set forth in
        Section 6. They shall be denominated in share equivalents. The appreciation
        distribution payable on the exercised Independent Right shall be not greater
        than an amount equal to the excess of (A) the aggregate Fair Market Value
        (on the date of the exercise of the Independent Right) of a number of
        shares of Company stock equal to the number of share equivalents in which
        the holder is vested under such Independent Right, and with respect to
        which the holder is exercising the Independent Right on such date, over
        (B) the aggregate Fair Market Value (on the date of the grant of the Independent
        Right) of such number of shares of Company stock. The appreciation distribution
        payable on the exercised Independent Right shall be in cash or, if so
        provided, in an equivalent number of shares of stock based on Fair Market
        Value on the date of the exercise of the Independent Right.






	
        11. 

      








	9.             
        COVENANTS OF THE COMPANY.

                      (a)           
        During the terms of the Stock Awards, the Company shall keep available
        at all times the number of shares of stock required to satisfy such Stock
        Awards.

                      (b)           
        The Company shall seek to obtain from each regulatory commission or agency
        having jurisdiction over the Plan such authority as may be required to
        issue and sell shares under Stock Awards; provided, however, that this
        undertaking shall not require the Company to register under the Securities
        Act the Plan, any Stock Award or any stock issued or issuable pursuant
        to any such Stock Award. If, after reasonable efforts, the Company is
        unable to obtain from any such regulatory commission or agency the authority
        which counsel for the Company deems necessary for the lawful issuance
        and sale of stock under the Plan, the Company shall be relieved from any
        liability for failure to issue and sell stock upon exercise of such Stock
        Awards unless and until such authority is obtained.

      10.          
        USE OF PROCEEDS FROM STOCK.

                      Proceeds
        from the sale of stock pursuant to Stock Awards shall constitute general
        funds of the Company.

      11.          
        MISCELLANEOUS.

                      (a)           
        The Board shall have the power to accelerate the time at which a Stock
        Award may first be exercised or the time during which a Stock Award or
        any part thereof will vest, notwithstanding the provisions in the Stock
        Award stating the time at which it may first be exercised or the time
        during which it will vest.

                      (b)           
        Neither the recipient of a Stock Award nor any person to whom a Stock
        Award is transferred in accordance with the Plan shall be deemed to be
        the holder of, or to have any of the rights of a holder with respect to,
        any shares subject to such Stock Award unless and until such person has
        satisfied all requirements for exercise of the Stock Award pursuant to
        its terms.

                      (c)           
        Nothing in the Plan or any instrument executed or Stock Award granted
        pursuant thereto shall confer upon any recipient or other holder of Stock
        Awards any right to continue in the employ of the Company or any Affiliate
        or to continue serving as a Consultant or a Director, or shall affect
        the right of the Company or any Affiliate to terminate the employment
        of any Employee with or without notice and with or without cause, or the
        right to terminate the relationship of any Consultant pursuant to the
        terms of such Consultant’s agreement with the Company or Affiliate
        or service as a Director pursuant to the Company’s Bylaws and the
        provisions of the corporate law of the state in which the Company is incorporated.

                      (d)           
        To the extent that the aggregate Fair Market Value (determined at the
        time of grant) of stock with respect to which Incentive Stock Options
        are exercisable for the first time by any Optionee during any calendar
        year under all plans of the Company and its Affiliates exceeds one hundred
        thousand dollars ($100,000), the Options or portions thereof which exceed
        such limit (according to the order in which they were granted) shall be
        treated as Nonstatutory Stock Options.






	
        12. 

      








	                (e)           
        The Company may require any person to whom a Stock Award is granted, or
        any person to whom a Stock Award is transferred in accordance with the
        Plan, as a condition of exercising or acquiring stock under any Stock
        Award, (1) to give written assurances satisfactory to the Company
        as to such person’s knowledge and experience in financial and business
        matters and/or to employ a purchaser representative reasonably satisfactory
        to the Company who is knowledgeable and experienced in financial and business
        matters, and that he or she is capable of evaluating, alone or together
        with the purchaser representative, the merits and risks of exercising
        the Stock Award; and (2) to give written assurances satisfactory
        to the Company stating that such person is acquiring the stock subject
        to the Stock Award for such person’s own account and not with any
        present intention of selling or otherwise distributing the stock. The
        foregoing requirements, and any assurances given pursuant to such requirements,
        shall be inoperative if (i) the issuance of the shares upon the exercise
        or acquisition of stock under the Stock Award has been registered under
        a then currently effective registration statement under the Securities
        Act, or (ii) as to any particular requirement, a determination is
        made by counsel for the Company that such requirement need not be met
        in the circumstances under the then applicable securities laws.  The
        Company may, upon advice of counsel to the Company, place legends on stock
        certificates issued under the Plan as such counsel deems necessary or
        appropriate in order to comply with applicable securities laws, including,
        but not limited to, legends restricting the transfer of the stock.

                      (f)            
        To the extent provided by the terms of a Stock Award Agreement, the person
        to whom a Stock Award is granted may satisfy any federal, state or local
        tax withholding obligation relating to the exercise or acquisition of
        stock under a Stock Award by any of the following means (in addition to
        the Company’s right to withhold from any compensation paid to such
        person by the Company) or by a combination of such means:  (1)
        tendering a cash payment; (2) authorizing the Company to withhold shares
        from the shares of the Common Stock otherwise issuable to the participant
        as a result of the exercise or acquisition of stock under the Stock Award;
        or (3) delivering to the Company owned and unencumbered shares of the
        Common Stock of the Company.

                      (g)           
        Repurchase Limitation.   The terms of any repurchase
        option shall be specified in the Stock Award, and the repurchase price
        may be either the Fair Market Value of the shares of Common Stock on the
        date of termination of Continuous Service or the lower of (i) the Fair
        Market Value of the shares of Common Stock on the date of repurchase or
        (ii) their original purchase price. To the extent required by Section
        260.140.41 and Section 260.140.42 of Title 10 of the California Code of
        Regulations at the time a Stock Award is made, any repurchase option contained
        in a Stock Award granted to a person who is not an Officer, Director or
        Consultant shall be upon the terms described below:

                                      (i)            
        Fair Market Value.   If the repurchase option gives the
        Company the right to repurchase the shares of Common Stock upon termination
        of Continuous Service at not less than the Fair Market Value of the shares
        of Common Stock to be purchased on the date of termination of Continuous
        Service, then (i) the right to repurchase shall be exercised for cash
        or cancellation of purchase money indebtedness for the shares of Common
        Stock within ninety (90) days of termination of Continuous Service (or
        in the case of shares of Common Stock issued upon exercise of Stock Awards
        after such date of termination, within ninety (90) days after the date
        of the exercise) or such longer period as may be agreed to by the Company
        and the Participant (for example, for purposes of satisfying the requirements
        of Section 1202(c)(3) of the Code regarding “qualified small business
        stock”) and (ii) the right terminates when the shares of Common Stock
        become publicly traded.






	
        13. 

      








	                                (ii)           
        Original Purchase Price.   If the repurchase option gives
        the Company the right to repurchase the shares of Common Stock upon termination
        of Continuous Service at the lower of (i) the Fair Market Value of the
        shares of Common Stock on the date of repurchase or (ii) their original
        purchase price, then (x) the right to repurchase at the original purchase
        price shall lapse at the rate of at least twenty percent (20%) of the
        shares of Common Stock per year over five (5) years from the date the
        Stock Award is granted (without respect to the date the Stock Award was
        exercised or became exercisable) and (y) the right to repurchase shall
        be exercised for cash or cancellation of purchase money indebtedness for
        the shares of Common Stock within ninety (90) days of termination of Continuous
        Service (or in the case of shares of Common Stock issued upon exercise
        of Options after such date of termination, within ninety (90) days after
        the date of the exercise) or such longer period as may be agreed to by
        the Company and the Participant (for example, for purposes of satisfying
        the requirements of Section 1202(c)(3) of the Code regarding “qualified
        small business stock”).

                      (h)           
        INFORMATION OBLIGATION.   To the extent required by Section
        260.140.46 of Title 10 of the California Code of Regulations, the Company
        shall deliver financial statements to Participants at least annually.
        This Section 11(h) shall not apply to key Employees whose duties in connection
        with the Company assure them access to equivalent information.

      12.          
        ADJUSTMENTS UPON CHANGES IN STOCK.

                      (a)           
        If any change is made in the stock subject to the Plan, or subject to
        any Stock Award, without the receipt of consideration by the Company (through
        merger, consolidation, reorganization, recapitalization, reincorporation,
        stock dividend, dividend in property other than cash, stock split, liquidating
        dividend, combination of shares, exchange of shares, change in corporate
        structure or other transaction not involving the receipt of consideration
        by the Company), the Plan will be appropriately adjusted in the class(es)
        and maximum number of shares subject to the Plan pursuant to subsection
        4(a) and the maximum number of shares subject to award to any person during
        any calendar year pursuant to subsection 5(c), and the outstanding Stock
        Awards will be appropriately adjusted in the class(es) and number of shares
        and price per share of stock subject to such outstanding Stock Awards.
        Such adjustments shall be made by the Board, the determination of which
        shall be final, binding and conclusive. (The conversion of any convertible
        securities of the Company shall not be treated as a “transaction
        not involving the receipt of consideration by the Company”.)

                      (b)           
        In the event of a proposed dissolution or liquidation of the Company,
        the Board shall notify the Stock Award holder at least fifteen (15) days
        prior to such proposed action. To the extent it has not been previously
        exercised, the Stock Award shall terminate immediately prior to the consummation
        of such proposed action.






	
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	                (c)           
        In the event of:  (1) a dissolution, liquidation or sale
        of substantially all of the assets of the Company; (2) a merger
        or consolidation in which the Company is not the surviving corporation;
        or (3) a reverse merger in which the Company is the surviving
        corporation but the shares of Common Stock outstanding immediately preceding
        the merger are converted by virtue of the merger into other property,
        whether in the form of securities, cash or otherwise, then (i) any
        surviving corporation or acquiring corporation shall assume any Stock Awards
        outstanding under the Plan or shall substitute similar stock awards (including
        an award to acquire the same consideration paid to the stockholders in
        the transaction described in this subsection 12(b)) for those outstanding
        under the Plan, or (ii) in the event any surviving corporation or acquiring
        corporation refuses to assume such Stock Awards or to substitute similar
        stock awards for those outstanding under the Plan, (A) with respect to
        Stock Awards held by persons whose Continuous Service has not terminated,
        the vesting of such Stock Awards (and, if applicable, the time during
        which such Stock Awards may be exercised) shall be accelerated prior to
        such event and the Stock Awards terminated if not exercised (if applicable)
        after such acceleration and at or prior to such event, and (B) with respect
        to any other Stock Awards outstanding under the Plan, such Stock Awards
        shall be terminated if not exercised (if applicable) prior to such event.

                      (d)           
        In the event of the acquisition by any person, entity or group within
        the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
        successor provisions (excluding any employee benefit plan, or related trust,
        sponsored or maintained by the Company or any Affiliate of the Company)
        of the beneficial ownership (within the meaning of Rule 13d-3 promulgated
        under the Exchange Act, or comparable successor rule) of securities of
        the Company representing at least fifty percent (50%) of the combined
        voting power entitled to vote in the election of directors, then, with
        respect to Stock Awards held by persons whose Continuous Service has not
        terminated, the vesting of such Stock Awards (and, if applicable, the
        time during which such Stock Awards may be exercised) shall be accelerated
        immediately upon the happening of such event.

      13.          
        AMENDMENT OF THE PLAN AND STOCK AWARDS.

                      (a)           
        The Board at any time, and from time to time, may amend the Plan. However,
        except as provided in Section 12 relating to adjustments upon changes
        in stock, no amendment shall be effective unless approved by the stockholders
        of the Company to the extent stockholder approval is necessary for the
        Plan to satisfy the requirements of Section 422 of the Code, Rule 16b-3
        or any Nasdaq or securities exchange listing requirements.

                      (b)           
        The Board may in its sole discretion submit any other amendment to the
        Plan for stockholder approval, including, but not limited to, amendments
        to the Plan intended to satisfy the requirements of Section 162(m) of
        the Code and the regulations thereunder regarding the exclusion of performance-based
        compensation from the limit on corporate deductibility of compensation
        paid to certain executive officers.

                      (c)           
        It is expressly contemplated that the Board may amend the Plan in any
        respect the Board deems necessary or advisable to provide eligible Optionees
        with the maximum benefits provided or to be provided under the provisions
        of the Code and the regulations promulgated thereunder relating to Incentive
        Stock Options and/or to bring the Plan and/or Incentive Stock Options
        granted under it into compliance therewith.






	
        15. 

      








	                (d)           
        Rights under any Stock Award granted before amendment of the Plan shall
        not be impaired by any amendment of the Plan unless (i) the Company requests
        the consent of the person to whom the Stock Award was granted and (ii)
        such person consents in writing.

                      (e)           
        The Board at any time, and from time to time, may amend the terms of any
        one or more Stock Awards; provided, however, that the rights under any
        Stock Award shall not be impaired by any such amendment unless (i) the
        Company requests the consent of the person to whom the Stock Award was
        granted and (ii) such person consents in writing.

      14.          
        TERMINATION OR SUSPENSION OF THE PLAN.

                      (a)           
        The Board may suspend or terminate the Plan at any time. Unless sooner
        terminated, the Plan shall terminate ten (10) years from the date the
        Plan is adopted by the Board or approved by the stockholders of the Company,
        whichever is earlier. No Stock Awards may be granted under the Plan while
        the Plan is suspended or after it is terminated. Notwithstanding the foregoing,
        all Incentive Stock Options shall be granted, if at all, no later than
        the last day preceding the tenth (10th) anniversary of the earlier of
        (i) the date on which the latest increase in the maximum number of shares
        issuable under the Plan was approved by the stockholders of the Company
        or (ii) the date such amendment was adopted by the Board.

                      (b)           
        Rights and obligations under any Stock Award granted while the Plan is
        in effect shall not be impaired by suspension or termination of the Plan,
        except with the consent of the person to whom the Stock Award was granted.

      15.          
        EFFECTIVE DATE OF PLAN.

                      The
        Plan shall become effective as of the date of the closing of the IPO,
        but no Options or rights to purchase restricted stock granted under the
        Plan shall be exercised, and no stock bonuses shall be granted under the
        Plan, unless and until the Plan has been approved by the stockholders
        of the Company, which approval shall be within twelve (12) months before
        or after the date the Plan was adopted by the Board.






	
        16.