exv10w39



 





EXHIBIT 10.39




INTERNET PHOTONICS, INC.

AMENDED AND RESTATED

2000 CORPORATE STOCK OPTION PLAN



1 GENERAL



1.1 Purpose.



The purposes of this Amended and Restated 2000 Corporate Stock Option Plan (the
“Plan”) are to: (1) closely associate the interests of the employees of
Internet Photonics, Inc., a Delaware corporation (the “Company”) and its
Subsidiaries and Affiliates with the shareholders by reinforcing the
relationship between participants’ rewards and shareholder gains; (2) provide
employees and other interested persons with an equity ownership in the Company
commensurate with Company performance, as reflected in increased shareholder
value; (3) maintain competitive compensation levels for employees; (4) provide
an incentive to employees for continuous employment with the Company; and (5)
offer a means to deliver equity-based rewards to non-employee directors,
consultants, advisors and service providers. This Plan amends and restates in
its entirety the Internet Photonics, Inc. 2000 Corporate Stock Option Plan
adopted on October 1, 2000, as modified on March 6, 2001, May 18, 2001 and
September 30, 2001.




1.2 Administration.





	1.2.1	 	The Plan shall be administered by the Board of Directors of the Company
(the “Board”) or a committee of individuals appointed by the Board (the
“Committee”), as constituted from time to time. The Committee shall
consist of at least one member of the Board. Notwithstanding the
foregoing, all references in this Plan to the “Committee” shall mean the
Board if no Committee has been appointed. At any time after any of the
common stock of the Company (the “Common Stock”) is registered pursuant to
the Securities Act of 1933, as amended, the Committee members will not
participate in the Plan and for a period of one year after service on the
Committee, Committee members shall not be eligible for selection as
persons to whom stock options may be granted under the Plan.
	 
	1.2.2	 	The Committee shall have the authority, in its sole discretion and from time to time to:
	 
	1.2.2.1	 	designate the employees, classes of employees or other persons eligible to participate in the Plan;
	 
	1.2.2.2	 	grant awards provided in the Plan in such form and amount as the Committee shall determine;
	 
	1.2.2.3	 	impose such limitations, restrictions and conditions upon any such
award as the Committee shall deem appropriate; and
	 
	1.2.2.4	 	interpret the Plan, adopt, amend and rescind rules and regulations
relating to the Plan, and make all other determinations and take all other
action necessary or advisable for the implementation and administration of
the Plan.
	 
	1.2.3	 	Decisions and determinations of the Committee on all matters relating to
the Plan shall be in its sole discretion and shall be conclusive. No
member of the Committee shall be liable for any action taken or decision
made in good faith relating to the Plan or any award thereunder.




1.3 Eligibility for Participation.



Participants in the Plan shall be selected by the Committee and may be any
employees, officers, directors (whether or not also employees), consultants,
advisors or service providers of, or to, the Company and its Subsidiaries and
Affiliates. In making this selection and in determining the form and amount of
awards, the Committee shall consider any factors deemed relevant, including the
individual’s functions, responsibilities, value of services to the Company and
past and potential contributions to the Company’s profitability, success and
sound growth.



1.4 Types of Awards Under Plan.



Awards under the Plan may be in the form of Incentive Stock Options, as
described in Article II, or in the form of Nonqualified Stock Options, as
described in Article III, provided that Incentive Stock Options may not be
granted in tandem with Nonqualified Stock Options. Incentive Stock Options and
Nonqualified Stock Options are collectively referred to herein as an “Option”
or as “Options.” The Committee may take into consideration a recipient’s
individual circumstances in determining whether to grant an Incentive Stock
Option or a Nonqualified Stock Option. The granting of an Option shall not
entitle a person to, nor disqualify such person from, participation in any
other grant of Options or other awards.



1.5 Aggregate Limitation on Awards.





	1.5.1.1.1	 	Shares of stock which may be issued under the Plan shall be
authorized but unissued or treasury shares, or partly each, of Common
Stock. The maximum number of shares of Common Stock which may be issued
under the Plan shall be 195,468,897 (including the 430,728 shares of
Common Stock issued prior to June 1, 2002 pursuant to the exercise of
Options previously granted hereunder), subject to adjustment as provided
in Section 4.10.




 









 






	 	 	From time to time, the Board (with shareholder approval, as and when
required by applicable law) may adjust the maximum number of shares of
Common Stock which may be issued under the Plan.
	 
	1.5.1.1.2	 	For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan, all the shares issued (including
the shares, if any, withheld for tax withholding requirements) shall be
counted.
	 
	1.5.1.1.3	 	Any shares of Common Stock subject to an Option which for any reason
is terminated unexercised, or expires, shall again be available for
issuance under the Plan.
	 
	1.5.1.1.4	 	If any Option is exercised by delivering previously owned shares in
payment of the option price, the number of shares so delivered to the
Company shall not again be available for purposes of the Plan. If any
Option is canceled by mutual consent or terminates or expires for any
reason without having been exercised in full, the number of shares subject
thereto and not issued thereunder shall again be available for purposes of
the Plan.




1.6 Effective Date and Term of Plan.



The Plan has been adopted and implemented by the Board with a term to be
effective beginning October 1, 2000, the date of Board approval of the Plan.
The term of this Plan shall be for ten (10) years from the effective date. No
Options or other awards may be granted under this Plan subsequent to September
30, 2010.



2 INCENTIVE STOCK OPTIONS



2.1 Award of Incentive Stock Options.



The Committee may, from time to time and subject to the provisions of the Plan
and such other terms and conditions as the Committee may prescribe, grant to
any participant in the Plan who is an employee of the Company or its
Subsidiaries one or more “incentive stock options” (“Incentive Stock Options”)
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”) to purchase the number of shares of Common Stock allotted by the
Committee. The date of grant of an Incentive Stock Option shall be the date
selected by the Committee as of which the Committee allots a specific number of
shares to a participant pursuant to the Plan.



2.2 Incentive Stock Option Agreements.



The grant of an Incentive Stock Option shall be evidenced by a written
Incentive Stock Option agreement, executed by the Company and the optionee,
stating the number of shares of Common Stock subject to the Incentive Stock
Option evidenced thereby, and such other terms and conditions, in such form as
the Committee may from time to time determine. The provisions of such
agreements, or amendments thereto, need not be identical.



2.3 Incentive Stock Option Price.



The option price per share of Common Stock deliverable upon the exercise of an
Incentive Stock Option shall be not less than 100% of the fair market value of
a share of Common Stock on the date the Incentive Stock Option is granted,
except that in the case of an Incentive Stock Option granted to an employee
who, immediately prior to such grant, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company (a “Ten Percent Employee”), the option price shall not be less than one
hundred ten percent (110%) of such fair market value on the date of grant. For
purposes of this Section 2.03, an individual (i) shall be considered as owning
not only shares of stock owned individually but also all shares of stock that
are at the time owned, directly or indirectly, by or for the spouse, ancestors,
lineal descendants and brothers and sisters (whether by the whole or half
blood) of such individual and (ii) shall be considered as owning
proportionately any shares owned, directly or indirectly, by or for any
corporation, partnership, estate or trust in which such individual is a
shareholder, partner or beneficiary.



2.4 Term and Exercise.



Each Incentive Stock Option shall vest and become exercisable at such time or
times and/or upon the occurrence of such event or events as provided by the
Committee. Unless otherwise determined by the Committee and reflected in the
Incentive Stock Option agreement or an amendment thereto, a stock option shall
be vested and exercisable from its date of grant. Unless a shorter period is
provided by the Committee or another Section of this Plan, each Incentive Stock
Option may be exercised during a period of no more than ten years from the date
of grant thereof, or five years in the case of an Incentive Stock Option
granted to a Ten Percent Employee. No Incentive Stock Option shall be
exercised after the expiration of its option term. An Incentive Stock Option
to the extent exercisable at any time may be exercised in whole or in part.



2.5 Maximum Amount of Incentive Stock Option Grant.



Subject to the possible exercise of discretion contemplated in the last
sentence of this Section 2.05, the aggregate fair market value (determined on
the date the option is granted) of Common Stock subject to an Incentive Stock
Option granted to an optionee by the Committee that becomes first exercisable
in any calendar year under all plans of the corporation employing such
employee, any parent or subsidiary corporation of such corporation and any
predecessor corporation of any such corporation shall not exceed $100,000. If
the date on which one or more of such Incentive Stock Options could first be
exercised would be accelerated pursuant to any provision of the Plan or any
Incentive Stock Option agreement, and the acceleration of such exercise date
would result in a violation of the restriction set


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forth in the preceding sentence, then, notwithstanding any such provision, but
subject to the provisions of the next succeeding sentence, the exercise dates
of such Incentive Stock Options shall be accelerated only to the date or dates,
if any, that do not result in a violation of such restriction and, in such
event, the exercise dates of the Incentive Stock Options with the lowest option
prices shall be accelerated to the earliest such dates. The Committee may, in
its discretion, authorize the acceleration of the exercise date of one or more
Incentive Stock Options even if such acceleration would violate the $100,000
restriction set forth in the first sentence of this paragraph and even if such
Incentive Stock Options are thereby converted in whole or in part to
Nonqualified Stock Options.



2.6 Death of Optionee.





	2.6.1	 	Upon the death of the optionee, any Incentive Stock Option exercisable
on the date of death may be exercised by the optionee’s estate or by a
person who acquires the right to exercise such Incentive Stock Option by
bequest or inheritance or by reason of the death of the optionee during
such exercise period as may be set by the Committee, provided that such
exercise occurs prior to the expiration date of the Incentive Stock Option
or within one year after the date of the optionee’s death, whichever is
the shorter period.
	 
	2.6.2	 	The provisions of this Section 2.06 shall apply notwithstanding the fact
that the optionee’s employment may have terminated prior to death,
provided that also in such case the Incentive Stock Option may only be
exercised to the extent exercisable on the date of death.




2.7 Termination for Retirement or Disability.



Upon the termination of the optionee’s employment by reason of permanent
disability (as determined under any employment agreement executed and delivered
between the optionee and the Company, or, if no such employment agreement
exists, then within the meaning of Section 22(e)(3) of the Code) or retirement
under any retirement plan of the Company (as each is determined by the
Committee), the optionee may, within a period set by the Committee of up to one
year from the date of such termination of employment, exercise any Incentive
Stock Options to the extent such Incentive Stock Options were exercisable at
the date of such termination of employment.



2.8 Termination for Other Reasons.



Except as specifically provided in Sections 2.06 and 2.07, or except as
otherwise determined by the Committee, all Incentive Stock Options shall
terminate at such time as may be specified in the Incentive Stock Option
agreement.



2.9 Manner of Payment.



Each Incentive Stock Option Agreement shall set forth the procedure governing
the exercise of the Incentive Stock Option granted thereunder, and shall
provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the optionee shall pay to the Company, in full, the option
price for such shares with cash or, if the Committee determines upon the grant
of an Incentive Stock Option, with the proceeds of a loan from the Company;
provided that such loan shall be evidenced by a promissory note containing
terms and conditions deemed appropriate by the Committee, except that any loan
made with respect to an Incentive Stock Option shall bear interest at a rate
such that no portion of the principal amount of the loan shall be treated as
unstated or imputed interest or result in original issue discount under
Treasury Regulation § 1.421-7(e) and Sections 483 or 1272-1275 of the Code, or
under corresponding provisions of any future Internal Revenue laws or
regulations; provided further, that upon consummation of an initial public
offering of the Common Stock pursuant to a registration statement under the
Securities Act of 1933, as amended, if and to the extent permitted by the
Committee, payment may be made with previously owned Common Stock. If the
option price is paid in cash, the exercise of the Incentive Stock Option shall
not be deemed to occur and no shares of Common Stock will be issued until the
Company has received full payment in cash (including check, bank draft or money
order) for the option price. The date of exercise of an Option shall be
determined under procedures established by the Committee.



2.10 Restrictions on Certain Shares.



As soon as practicable after the date of exercise, the Company shall deliver to
the optionee a certificate or certificates for such shares of Common Stock.
The optionee shall become a shareholder of the Company with respect to Common
Stock represented by share certificates so issued and as such shall be fully
entitled to receive dividends, to vote and to exercise all other rights of a
shareholder. Notwithstanding the foregoing, a number of shares of Common Stock
received upon the exercise of the Options shall be subject to certain
restrictions. The number of shares subject to the restrictions shall be equal
to the total number of shares received in the exercise of the Options minus:
(i) the number of unrestricted shares received from the optionee upon exercise
which have a fair market value on the date of the Option exercise equal to all,
or that portion of the option price paid in shares for shares received; and
(ii) the number of shares which have a fair market value on the date of the
Option exercise equal to the applicable federal, state and local withholding
tax on the total Option exercise and any brokerage commission or interest
charges, if applicable, to the exercise. The restrictions on these shares of
Common Stock, each of which may be set forth in separate agreements or
documents, shall be as follows:





	2.10.1	 	The shares of Common Stock acquired hereunder may be the subject of a
buy-back agreement in the form determined by the Committee and the
obligation of the Company to issue shares hereunder shall be contingent
upon the optionee’s execution of such buy-back agreement. In addition, and
subject to any restrictions which may arise by any separate




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	 	 	shareholder agreements or other similar obligations, unless otherwise
consented or agreed to by the Committee, prior to the consummation of an
initial public offering of the Company’s Common Stock pursuant to a
registration statement under the Securities Act of 1933, as amended, the
optionee shall be prohibited from the sale, exchange, transfer, pledge,
hypothecation, gift or other disposition of such shares of Common Stock
until the earlier of the expiration of the Option term or termination of
the optionee’s employment for any reason.
	 
	2.10.2	 	The restrictions shall apply to any new, additional or different
securities the optionee may become entitled to receive with respect to
such shares by virtue of a stock split or stock dividend or any other
change in the corporate or capital structure of the Company, and to any
permitted transferee.
	 
	2.10.3	 	Until such time as the restrictions hereunder lapse, the share
certificate representing such shares shall contain a restrictive legend
evidencing said restrictions. Alternatively, the optionee shall be
required to deposit the share certificates with the Company or its agent,
endorsed in blank or accompanied by a duly executed irrevocable stock
power or other instrument of transfer.
	 
	2.10.4	 	By accepting an Incentive Stock Option granted under the Plan, each
optionee agrees to notify the Company in writing within five days after
such optionee makes a Disqualifying Disposition (as described in Sections
421, 422 and 424 of the Code and regulations thereunder) of any stock
acquired pursuant to the exercise of Incentive Stock Option granted under
the Plan. A Disqualifying Disposition is generally any disposition
occurring on or before the later of (a) the date two (2) years following
the date the Incentive Stock Option was granted, or (b) the date one year
following the date the Incentive Stock Option was exercised.




3 NONQUALIFIED STOCK OPTIONS



3.1 Award of Nonqualified Stock Options.



The Committee may, from time to time and subject to the provisions of the Plan
and such other terms and conditions as the Committee may prescribe, grant to
any participant in the Plan one or more “nonqualified stock options”
(“Nonqualified Stock Options”) (i.e., stock options which do not qualify
under Sections 422 or 423 of the Code) to purchase the number of shares of
Common Stock allotted by the Committee. Nonqualified Stock Options may be
granted to any employee, officer or director (whether or not also an employee),
consultant or advisor of, or provider of services to, the Company, its
Subsidiaries and affiliates. The date of grant of a Nonqualified Stock Option
shall be the date selected by the Committee as of which the Committee allots a
specific number of shares to a participant pursuant to the Plan.



3.2 Nonqualified Stock Option Agreements.



The grant of a Nonqualified Stock Option shall be evidenced by a written
Nonqualified Stock Option agreement, executed by the Company and the optionee,
stating the number of shares of Common Stock subject to the Nonqualified Stock
Option evidenced thereby, and in such form as the Committee may from time to
time determine. The provisions of such agreements, or amendments thereto, need
not be identical.



3.3 Option Price; Term and Exercise; Expiration.



The option price per share of Common Stock deliverable upon the exercise of a
Nonqualified Stock Option shall not be less than 100% of the fair market value
of a share of Common Stock on the date the Nonqualified Stock Option is
granted.



3.4 Term and Exercise.



Each Nonqualified Stock Option shall vest and become exercisable at such time
or times, and/or upon the occurrence of such event or events as provided by the
Committee. Unless otherwise determined by the Committee and reflected in the
Nonqualified Stock Option agreement or an amendment thereto, a stock option
shall be vested and exercisable from its date of grant. Unless a shorter
period is provided by the Committee or another Section of this Plan, each
Nonqualified Stock Option may be exercised during a period of no more than ten
years from the date of grant thereof. The Committee, in its discretion, may
specify certain events, including but not limited to those set forth in
Sections 2.06, 2.07 and 2.08, which may extend or terminate the option term and
which may be applicable to Nonqualified Stock Options issued pursuant to this
Plan. No Nonqualified Stock Option shall be exercised after the expiration of
its option term. A Nonqualified Stock Option to the extent exercisable at any
time may be exercised in whole or in part.



3.5 Manner of Payment.



Each Nonqualified Stock Option Agreement shall set forth the procedure
governing the exercise of the Nonqualified Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the optionee shall pay to the Company, in full, the option
price for such shares with cash or, subject to the prior approval of the
Committee, with the proceeds of a loan from the Company; provided that such
loan shall be evidenced by a promissory note containing terms and conditions
deemed appropriate by the Committee; provided further, that upon consummation
of an initial public offering of the Common Stock pursuant to a registration
statement under the Securities Act of 1933, as amended, if and to the extent
permitted by the Committee, payment may be made with previously owned Common
Stock. If the option price is paid in cash, the exercise of the Nonqualified
Stock Option shall not be deemed to occur and no shares of Common Stock will be
issued until the Company has received full payment in cash (including check,
bank draft or money order) for the option price. The date of exercise
of an Option shall be determined under procedures established by the Committee.



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3.6 Restrictions on Certain Shares.



As soon as practical after the date of exercise, the Company shall deliver to
the optionee a certificate or certificates for such shares of Common Stock.
The optionee shall become a shareholder of the Company with respect to Common
Stock represented by share certificates so issued and as such shall be fully
entitled to receive dividends, to vote and to exercise all other rights of a
shareholder. Notwithstanding the foregoing, the shares issued shall be subject
to certain restrictions and limitations, as may be determined by the Company or
the Committee, to the extent provided in and consistent with Section 2.10.



4 MISCELLANEOUS



4.1 General Restriction.



Each award under the Plan shall be subject to the requirement that, if at any
time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or Federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
optionee of an award with respect to the disposition of shares of Common Stock,
is necessary or desirable as a condition of, or in connection with, the
granting of such award or the issue or purchase of shares of Common Stock
thereunder, such award may not be consummated in whole or in part and no shares
shall be issued unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.



4.2 Non-Assignability.



No award under the Plan shall be assignable or transferable by the recipient
thereof, except by will or by the laws of descent and distribution. During the
life of the recipient, such award shall be exercisable only by such person or,
in the case of the disability of the recipient, by such person’s guardian or
legal representative.



4.3 Withholding Taxes.



Upon the exercise of a Stock Option or transfer of shares of Common Stock under
the Plan, the Company shall have the right to require the optionee to remit to
the Company an amount sufficient to satisfy any Federal, state, local or
foreign income and employment withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. Alternatively,
the Company may issue or transfer such shares of Common Stock net of the number
of shares sufficient to satisfy the withholding tax requirements. For
withholding tax purposes, the shares of Common Stock shall be valued on the
date the withholding obligation is incurred.



4.4 Right to Terminate Employment.



Nothing in the Plan or in any agreement entered into pursuant to the Plan shall
confer upon any participant the right to continue in the employment of or other
service relationship with the Company or affect any right which the Company may
have to terminate the employment of or other service relationship with such
participant, or of the Board or shareholders to elect and remove non-employee
directors.



4.5 Non-Uniform Determinations.



The Committee’s determinations under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such awards, the terms and provisions of such awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not such persons are similarly situated.



4.6 Rights as a Shareholder.



The recipient of any award under the Plan shall have no rights as a shareholder
with respect thereto unless and until certificates for shares of Common Stock
are issued to the recipient.



4.7 Definitions.



In this Plan the following definitions shall apply:





	4.7.1	 	“Subsidiary” means any corporation of which, at the time more than 50%
of the shares entitled to vote generally in an election of directors are
owned directly or indirectly by the Company or any subsidiary thereof.
	 
	4.7.2	 	“Affiliate” means any person or entity which directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is
under common control with the Company.
	 
	4.7.3	 	“Fair market value” as of any date and in respect of any share of Common
Stock means the fair market value of shares of Common Stock as determined
by the Committee in such manner as it may in good faith deem appropriate.
In no event shall the fair market value of any share of Common Stock be
less than its par value; provided further that fair market value may not,
in the case of an Incentive Stock Option, be less than the fair market
value as required by Section 422 of the Code. Notwithstanding the
foregoing ability of the Committee to determine the fair market value of
the Common Stock, if the Common Stock is listed on any such stock exchange
listed below, the fair market value of the Common Stock shall be the mean
between the following prices, as applicable, for the date as of which fair
market value is to be determined as quoted in The Wall Street
Journal (or in such other reliable publication as the Committee, in
its discretion, may determine to rely upon): (a) if the Common Stock is
listed on the New York Stock Exchange, the highest and lowest sales prices
per share of the Common Stock as quoted in the NYSE-Composite Transactions
listing for such




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	 	 	date, (b) if the Common Stock is not listed
on such exchange, the highest and lowest
sales prices per share of Common Stock for
such date on (or on any composite index
including) the principal United States
securities exchange registered under the
Securities Exchange Act of 1934 on which
the Common Stock is listed, or (c) if the
Common Stock is not listed on any such
exchange, the highest and lowest sales
prices per share of Common Stock for such
date on the National Association of
Securities Dealers Automated Quotations
System or any successor system then in use
(“NASDAQ”). If there are no sale price
quotations for any particular date as of
which fair market value is to be
determined, the Committee shall use such
average of sale price quotations available
as the Committee shall in good faith
determine are applicable to the fair market
value of the Common Stock.




4.8 Leaves of Absence.



The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave
of absence taken by the recipient of any award. Without limiting the generality
of the foregoing, the Committee shall be entitled to determine (i) whether or
not any such leave of absence shall constitute a termination of employment
within the meaning of the Plan and (ii) the impact, if any, of any such leave
of absence on awards under the Plan theretofore made to any recipient who takes
such leave of absence.



4.9 Newly Eligible Employees.



The Committee shall be entitled to make such rules, regulations, determinations
and awards as it deems appropriate in respect of any employee who becomes
eligible to participate in the Plan or any portion thereof after the
commencement of an award or incentive period.



4.10 Adjustments.



If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any outstanding Options and the number of shares of Common Stock
which may be issued under the Plan but are not then subject to outstanding
Options shall be adjusted by adding thereto the number of shares of Common
Stock which would have been distributable thereon if such stock had been
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend or distribution.
If the outstanding shares of Common Stock shall be changed into or exchangeable
for a different number or kind of shares of stock or other securities of the
Company or another corporation, or cash or other property, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any then outstanding Option and for each share
of Common Stock which may be issued under the Plan but which is not then
subject to any outstanding Option, the number and kind of shares of stock or
other securities (and in the case of outstanding Options, the cash or other
property) into which each outstanding share of the Common Stock shall be so
changed or for which each such share shall be exchangeable.



In case of any adjustment or substitution as provided for in this Section 4.10,
the aggregate option price for all shares subject to each then outstanding
Option prior to such adjustment or substitution shall be the aggregate option
price for all shares of stock or other securities (including any fraction),
cash or other property to which such shares shall have been adjusted or which
shall have been substituted for such shares. Any new option price per share or
other unit shall be carried to at least three decimal places with the last
decimal place rounded upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 4.10 shall require
the Company to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.



If any such adjustment or substitution provided for in this Section 4.10
requires the approval of shareholders in order to enable the Company to grant
Incentive Stock Options, then no such adjustment or substitution shall be made
without the required shareholder approval. Notwithstanding the foregoing, in
the case of Incentive Stock Options, if the effect of any such adjustment or
substitution would be to cause the Option to fail to continue to qualify as an
Incentive Stock Option or to cause a modification, extension or renewal of such
Option within the meaning of Section 424 of the Code, the Committee may elect
that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
Option as the Committee, in its discretion, shall deem equitable and which will
not result in any disqualification, modification, extension or renewal (within
the meaning of Section 424 of the Code) of such Incentive Stock Option.



4.11 Amendment of the Plan.



The right to amend the Plan at any time and from time to time and the right to
revoke or terminate the Plan are hereby specifically reserved to the Board;
provided that no amendment of the Plan shall be made without shareholder
approval (1) if the effect of the amendment is (a) to make any changes in the
class of employees eligible to receive Incentive Stock Options under the Plan,
(b) to increase the number of shares with respect to which Incentive Stock
Options may be granted under the Plan, (c) to extend the term of the Plan or
(2) if shareholder approval of the amendment is at the time required by the
rules of any stock exchange on which the Common Stock may then be listed or
under applicable law. No alteration, amendment, revocation or termination of
the Plan shall, without the written consent of the holder of an Option under
the Plan, adversely affect the rights of such holder with respect thereto.




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CERTIFICATE




     The undersigned, Steven M. Waszak, Chief Financial Officer of Internet
Photonics, Inc. (the “Company”) hereby certifies that the Internet
Photonics, Inc. Amended and Restated 2000 Corporate Stock Option Plan was
approved by the Board of Directors of the Company on June 30, 2002 and the
stockholders of the Company on July 1, 2002.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
the 1st day of July 2002.



	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Waszak
	

	 	 	 	
 
	 

	 	Name:
	 	Steven Waszak
	 

	 	Title:
	 	Chief Financial Officer







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ADDENDUM



Effective upon the filing of the Fourth Amended and Restated Certificate of
Incorporation of Internet Photonics, Inc. (the “Company”) with the
Secretary of State if the State of Delaware on August 20, 2002, pursuant to
which the Company is effecting a one for twenty reverse stock split, the text
in Section 1.05(a) of the Company’s Amended and Restated 2000 Corporate Stock
Option Plan which reads “195,468,897 (including the 430,728 shares of Common
Stock issued prior to June 1, 2002 pursuant to the exercise of Options
previously granted hereunder)” shall be properly read as follows “9,773,442
(including 21,534 shares of Common Stock issued prior to June 1, 2002 pursuant
to the exercise of Options previously granted hereunder (which number of shares
has been adjusted to give effect to the reverse stock split))”.




	 	 	 
	By:

	 	/s/ Steven M. Waszak
	

	 	

	

	 	Steven M. Waszak
	

	 	Corporate Secretary







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SECOND ADDENDUM



Effective upon the filing of the Fifth Amended and Restated Certificate of
Incorporation of Internet Photonics, Inc. (the “Company”) with the
Secretary of State of the State of Delaware on September 26, 2003, the text in
Section 1.05(a) of the Company’s Amended and Restated 2000 Corporate Stock
Option Plan, as amended by the Addendum, which reads “9,773,442 (including
21,534 shares of Common Stock issued prior to June 1, 2002 pursuant to the
exercise of Options previously granted hereunder (which number of shares has
been adjusted to give effect to the reverse stock split))” shall properly read
as follows: “14,189,415 (including the shares of Common Stock issued pursuant
to the exercise of Options previously granted hereunder)”.




	 	 	 
	By:

	 	/s/ Steven M. Waszak
	

	 	

	

	 	Steven M. Waszak
	

	 	Corporate Secretary








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