Blue Sky Software Corporation 1996 Stock Option Plan



 BLUE SKY SOFTWARE CORPORATION 
  
 1996 STOCK OPTION PLAN 
  
 ADOPTED NOVEMBER 5, 1996 
  
 AMENDED AND RESTATED MARCH 28, 1997 
  

	1.	PURPOSES. 

  
 (a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company. 
  
 (b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company, 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. 
  
 (c) The Options issued under the Plan shall be Nonstatutory Stock Options. All Options shall be designated Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section
6. 
  

	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 Blue Sky Software Corporation, a Delaware corporation. 
  
 (f) “Consultant” means any person, including an advisor, engaged by the Company or an Affiliate to render 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 Status as an Employee, Director or Consultant” means the
employment or relationship as a Director or Consultant is not interrupted or terminated by the Company or any Affiliate. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be
considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or its
successor. 
  
 (h) “Director” means
a member of the Board. 
  
 (i)
“Disinterested Person” means a Director: (i) who was not during the one year prior to service as an administrator of the Plan granted or awarded equity securities pursuant to the Plan or any other plan of the Company or any of
its affiliates entitling the participants therein to acquire equity securities of the Company or any of its affiliates except as permitted by Rule 16b-3(c)(2)(i); or (ii) who is otherwise considered to be a “disinterested person” in
accordance with Rule 16b-3(c)(2)(i), or any other applicable rules, regulations or interpretations of the Securities and Exchange Commission; and may also mean in the discretion of the Board (ii) effective upon the first meeting of stockholders of
the Company at which directors are to be elected on or after January 1, 1996, an Outside Director. 
  
 (j) “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. 
  
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 (l) “Fair Market Value” means, as of any date, the
value of the common stock of the Company determined as follows and in each case in a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations: 
  
 (1) If the common stock is listed on any established stock exchange or a national market system,
including without limitation the National Market of The Nasdaq Stock Market, the Fair Market Value of a share of the Company’s common stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest volume of trading in the Company’s common stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source
as the Board deems reliable; 
  

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 (2) If the common stock is quoted on The Nasdaq Stock Market (but not on the
National Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of common stock shall be the mean between the high bid and high asked prices for the common stock
on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; 
  
 (3) In the absence of an established market for the common stock, the Fair Market Value shall be
determined in good faith by the Board. 
  
 (m)
“Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock option as that term is used in Section 422 of the Code. 
  
 (n) “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. 
  
 (o) “Option” means a stock option granted pursuant to the Plan. 
  
 (p) “Option Agreement” means a written agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
  
 (q) “Optionee” means an Employee, Director or Consultant who holds an outstanding Option. 
  
 (r) “Outside Director” means a Director who either
(i) is not a current employee of the Company or an “affiliated corporation” (with the meaning of the 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” 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. 
  
 (s) “Plan” means this 1996 Stock Option Plan. 
  
 (t) “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. 
  

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	3.	ADMINISTRATION. 

  
 (a) The Plan shall be administered by the Board 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 Options; when and how the Option shall be granted; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole or in part; and the number of shares for which an Option shall be granted to each such person. 
  
 (2) To construe and interpret the Plan and Options 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 Option 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 as provided in Section 11. 
  
 (c) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members (the “Committee”), all of the members of which Committee shall be Disinterested Persons and may also be, in the
discretion of the Board, Outside Directors. 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 may expressly determine that the requirement that the Committee be composed of two (2) members be waived and may delegate to a committee of
one or more members of the Board the authority to grant options to eligible persons who (i) are not then subject to Section 16 of the Exchange Act and/or (ii) are either (1) not then “covered employees” and not expected to be “covered
employees” at the time of recognition of income resulting from such option, or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code. For this purpose, “covered employee” means the
Company’s Chief Executive Officer and the four (4) other highest compensated officers for whom total compensation is required to be reported to shareholders under the Exchange Act. 
  

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 (d) Any requirement that an administrator of the Plan be a Disinterested Person shall not apply
(i) prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, or (ii) if the Board or the Committee expressly declares that such requirement shall not apply. Any Disinterested Person shall
otherwise comply with the requirements of Rule 16b-3.  
  

	4.	SHARES SUBJECT TO THE PLAN. 

  
 (a) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options shall not exceed in the aggregate two million five hundred thousand (2,500,000) shares of the Company’s common stock. If any Option shall for any reason expire or otherwise
terminate without having been exercised in full, the stock not purchased under such Option shall again become available for issuance under the Plan. 
  
 (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.  
  

	5.	ELIGIBILITY. 

  
 (a) Options may be granted only to Employees, Directors or Consultants. 
  
 (b) A Director shall in no event be eligible for the benefits of the Plan unless at the time discretion is exercised
in the selection of the Director as a person to whom Options may be granted, or in the determination of the number of shares which may be covered by Options granted to the Director: (i) the Board has delegated its discretionary authority over the
Plan to a Committee which consists solely of Disinterested Persons; or (ii) the Plan otherwise complies with the requirements of Rule 16b-3. The Board shall otherwise comply with the requirements of Rule 16b-3. This subsection 5(b) shall not apply
(i) prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, or (ii) if the Board or Committee expressly declares that it shall not apply. 
  
 (c) In any calendar year, no employee shall be eligible to be granted
options under the Plan covering an aggregate number of shares of the Company’s common stock outstanding greater than 5%. 
  
 (d) No person shall be eligible for the grant of an Option if, at the time of grant, such person 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 of any of its Affiliates unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such 
  

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 stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of
grant. 
  

	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 Option shall be exercisable after the expiration of ten (10) years from the date it was granted.
 
  
 (b) Price. The exercise price of each
Option shall be not 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. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set
forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. 
  
 (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 at the time the option is exercised, or (ii) at the discretion of the Board or the Committee, either at the time of the grant or
exercise of the Option, (A) by delivery to the Company of other common stock of the Company, (B) according to a deferred payment or other arrangement, except that 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 payable 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 Option shall not be transferable except by will or by the laws of descent and
distribution, and, subject to Section 6(a), shall be exercisable during the lifetime of the person to whom the Option is granted only by such person. The person to whom the Option is granted 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. 
  

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 (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 but in each case will provide for
vesting of at least twenty percent (20%) per year of the total number of shares subject to the Option. 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.  
  
 (f) Securities Law
Compliance. The Company may require any Optionee, or any person to whom an Option is transferred under subsection 6(d), as a condition of exercising any such Option, (1) to give written assurances satisfactory to the Company as to the
Optionee’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 Option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to
the Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of
the shares upon the exercise of the Option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended (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. 
  
 (g) Termination of Employment or Relationship as a Director or
Consultant. In the event an Optionee’s Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee’s death or disability), the Optionee may exercise his or her Option, but only within such period
of time as is determined by the Board, and only to the extent that the Optionee was entitled to exercise it at the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). The
Board shall determine such period of time (which in  
  

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 no event shall be less than thirty (30) days from the date of termination) when the Option is granted. 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 the Plan. 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 the Plan. 
  
 (h) Disability of Optionee. In the event an Optionee’s Continuous Status as an Employee, Director or Consultant terminates as a result
of the Optionee’s disability, the Optionee may exercise his or her Option, but only within twelve (12) months from the date of such termination (or such longer or shorter period, which in no event shall be less than six (6) months, specified in
the Option Agreement), and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such 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 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 the Plan. 
  
 (i) Death of Optionee. In the event of the death of an Optionee during, or within a period specified in the Option Agreement after the
termination of, the Optionee’s Continuous Status as an Employee, Director, or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option as of 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, which in no event shall be less than six (6) months, specified in the Option Agreement), 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 the Plan. If, after death, the Optionee’s estate or a
person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to the Plan. 
  
 (j) Right of Repurchase. The Option may, but need not, include
a provision whereby the Company may elect, prior to the date of the first registration of any equity security of the Company under Section 12 of the Exchange Act, to repurchase all or any part of the vested shares exercised pursuant to the Option;
provided, however, that (i) such repurchase right shall be exercisable only within (A) the ninety (90) day period 
  

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 following the termination of employment or the relationship as a Director or Consultant (in the case of a
post-termination exercise of the Option, the ninety (90) day period following such exercise), or (B) such longer periods as may be agreed to by the Company and the Optionee (for example, for purposes of satisfying the requirements of Section
1202(c)(3) of the code (regarding “qualified small business stock”)), (ii) such repurchase right shall be exercisable for less than all of the vested shares only with the Optionee’s consent, and (iii) such right shall be exercisable
only for cash or cancellation of purchase money indebtedness for the shares at a repurchase price not less than the stock’s Fair Market Value at the time of such termination. Notwithstanding the foregoing, shares received on exercise of an
Option by an officer, director or consultant (within the meaning of Section 260.140.41 of Title 10 of the California Code of Regulations) may be subject to additional or greater restrictions specified in the Option Agreement. 
  
 (k) Right of First Refusal. The Option may, but need not,
include a provision whereby the Company may elect, prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, to exercise a right of first refusal following receipt of notice from the
Optionee of the intent to transfer all or any part of the shares exercised pursuant to the Option. 
  
 (l) Withholding. To the extent provided by the terms of an Option Agreement, the Optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the following means 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 of the Option; or (3) delivering to the Company owned and unencumbered shares of the common stock of the Company.  
  

	7.	COVENANTS OF THE COMPANY. 

  
 (a) During the terms of the Options, the Company shall keep available at all times the number of shares of stock
required to satisfy such Options. 
  
 (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 of stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act either the Plan, any Option or any stock issued or issuable pursuant to any such Option. 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 Options unless and until such authority is obtained. 
  

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	8.	USE OF PROCEEDS FROM STOCK. 

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

	9.	MISCELLANEOUS. 

  
 (a) Neither an Optionee nor any person to whom an Option is transferred under subsection 6(d) 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 Option unless and until such person has satisfied all requirements for exercise of the Option pursuant to its terms.  
  
 (b) Throughout the term of any Option, the Company shall deliver to
the holder of such Option, not later than one hundred twenty (120) days after the close of each of the Company’s fiscal years during the Option term, a balance sheet and an income statement. This section shall not apply when issuance is limited
to key employees whose duties in connection with the Company assure them access to equivalent information.  
  
 (c) Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Employee, Director Consultant or
Optionee any right to continue in the employ of the Company or any Affiliate (or to continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee, with or without
cause, to remove any Director as provided in the Company’s Bylaws and the provisions of the General Corporation Law of the State of Delaware, or to terminate the relationship of any Consultant in accordance with the terms of that
Consultant’s agreement with the Company or Affiliate to which such Consultant is providing services. 
  
 (d) (1) The Board or the Committee shall have the authority to effect, at any time and from time to time (i) the repricing of any
outstanding Options under the Plan and/or (ii) with the consent of the affected holders of Options, the cancellation of any outstanding Options and the grant in substitution therefor of new Options under the Plan covering the same or different
numbers of shares of common stock, but having an exercise price per share not less than eighty-five percent (85%) of the Fair Market Value or, in the case of a ten percent (10%) stockholder (as defined in subsection 5(d)), not less than one hundred
and ten percent (110%) of the Fair Market Value) per share of common stock on the new grant date. 
  
 (2) Shares subject to an Option canceled under this subsection 9(d) shall continue to be counted against the maximum award of Options permitted to
be granted pursuant to subsection 4(a) of the Plan. The repricing of an Option under this subsection 9(c), resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute
Option; in the event of such repricing, 
  

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 both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be
granted pursuant to subsection 4(a) of the Plan. The provisions of this subsection 9(d) shall be applicable only to the extent required by Section 162(m) of the Code. 
  

	10.	ADJUSTMENTS UPON CHANGES IN STOCK. 

  
 (a) If any change is made in the stock subject to the Plan, or subject
to any Option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
otherwise), 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 outstanding Options will be appropriately adjusted in the class(es) and number of shares and
price per share of stock subject to such outstanding Options. 
  
 (b) In the event of: (1) a merger or consolidation in which the Company is not the surviving corporation or (2) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s 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 (collectively, “Events”) then, to the extent permitted by applicable law, any
surviving corporation shall assume any Options outstanding under the Plan or shall substitute similar Options for those outstanding under the Plan. In the event any surviving corporation refuses to assume or continue such Options, or to substitute
similar options for those outstanding under the Plan, then, with respect to Options held by persons then performing services as Employees, Directors or Consultants, the Company must give notice to such Employees, Directors and Consultants of the
intention of the surviving corporation to refuse to assume or continue such Options, or to substitute similar options, at least fifteen (15) calendar days prior to the closing of an Event. Upon such notice such Options shall be accelerated and the
Options terminated if not exercised prior to the closing of such an Event. 
  

	11.	AMENDMENT OF THE PLAN. 

  
 (a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 10
relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will: 

 
 (1) Increase the number of shares reserved for
Options under the Plan; 
  

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 (2) Modify the Plan in any other way if such modification requires stockholder
approval in order for the Plan to comply with the requirements of Rule 16b-3 or stock 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 promulgated 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 Optionees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated
thereunder or to bring the Plan into compliance therewith. 
  
 (d) Rights and obligations under any Option 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 Option was granted and (ii)
such person consents in writing. 
  
 (e) The Board at any
time, and from time to time, any amend the terms of any one or more Options; provided, however, that the rights and obligations under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the
person to whom the Option was granted and (ii) such person consents in writing. 
  

	12.	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 on November 5, 2006. No Options may be granted under the Plan while the Plan is suspended or after it is terminated. 
  

(b) Rights and obligations under any Option 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 Option was granted. 
  

	13.	EFFECTIVE DATE OF PLAN. 

  
 The Plan shall become effective as determined by the Board, but no Options granted under the Plan shall be exercised 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 is adopted by the Board, and, if required, an appropriate permit has been issued by the Commissioner of
Corporations of the State of California. 
  

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