EX-4.1






Exhibit 4.1




2000 OPTION PLAN




(Amended and Restated Effective December 16, 2008)




     1. Purposes of the Plan. The purposes of this Option Plan are to attract and retain
the best available personnel, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business.



     2. Definitions. As used herein, the following definitions shall apply:



               (a) “Administrator” means the Board or any of the Committees appointed to administer
the Plan.



               (b) “Applicable Laws” means the legal requirements relating to the administration of
option plans, if any, under applicable provisions of federal securities laws, state corporate and
securities laws, the Code, the rules of any applicable stock exchange or national market system,
and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.



               (c) “Award” means the grant of an Option or other right or benefit under the Plan.



               (d) “Award Agreement” means the written agreement evidencing the grant of an Award
executed by the Company and the Grantee, including any amendments thereto.



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



               (f) “Cause” means, with respect to the termination by the Company or a Related Entity
of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly
defined in a then-effective written agreement between the Grantee and the Company or such Related
Entity, or in the absence of such then-effective written agreement and definition, is based on, in
the determination of the Administrator, the Grantee’s: (i) refusal or failure to act in accordance
with any specific, lawful direction or order of the Company or a Related Entity; (ii) unfitness or
unavailability for service or unsatisfactory performance (other than as a result of Disability);
(iii) performance of any act or failure to perform any act in bad faith and to the detriment of the
Company or a Related Entity; (iv) dishonesty, intentional misconduct or material breach of any
agreement with the Company or a Related Entity; or (v) commission of a crime involving dishonesty,
breach of trust, or physical or emotional harm to any person. At least 30 days prior to the
termination of the Grantee’s Continuous Service pursuant to (i) or (ii) above, the Company shall
provide the Grantee with notice of the Company’s or such Related Entity’s intent to terminate, the
reason therefor, and an opportunity for the Grantee to cure such defects in his or her service to
the Company’s or such Related Entity’s satisfaction. During this 30 day (or longer) period, no
Award issued to the Grantee under the Plan may be exercised or purchased.



               (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended.













 





               (h) “Committee” means any committee appointed by the Board to administer the Plan.



               (i) “Company” means Baidu.com, Inc., a company organized under the laws of the Cayman
Islands.



               (j) “Consultant” means any person (other than an Employee or a Director, solely with
respect to rendering services in such person’s capacity as a Director) who is engaged by the
Company or any Related Entity to render consulting or advisory services to the Company or such
Related Entity, including members of the Company’s Advisory Board.



               (k) “Continuous Service” means that the provision of services to the Company or a
Related Entity in any capacity of Employee, Director or Consultant, is not interrupted or
terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved
leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of
absence shall include sick leave, military leave, or any other authorized personal leave. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract.



               (l) “Corporate Transaction” means any of the following transactions to which the
Company is a party:



                              (i) a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the jurisdiction in which the Company is
incorporated;



                              (ii) the sale, transfer or other disposition of all or substantially all of the assets of the
Company (including the capital stock of the Company’s subsidiary corporations) in connection with
the complete liquidation or dissolution of the Company;



                              (iii) any reverse merger in which the Company is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from those who held such
securities immediately prior to such merger; or



                              (iv) acquisition by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities, but excluding any such transaction that the
Administrator determines shall not be a Corporate Transaction.



               (m) “Director” means a member of the Board or the board of directors of any Related
Entity.



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               (n) “Disability” means that a Grantee is permanently unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to satisfy the
Administrator in its discretion.



               (o) “Employee” means any person, including an Officer or Director, who is an employee
of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related
Entity shall not be sufficient to constitute “employment” by the Company.



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



               (q) “Fair Market Value” means, as of any date, the value of Ordinary Shares as
follows:



                              (i) Where there exists a public market for the Ordinary Shares, the Fair Market Value shall be
(A) the closing price for a Share for the last market trading day prior to the time of the
determination (or, if no closing price was reported on that date, on the last trading date on which
a closing price was reported) on the stock exchange determined by the Administrator to be the
primary market for the Ordinary Shares or the Nasdaq National Market, whichever is applicable or
(B) if the Ordinary Shares are not traded on any such exchange or national market system, the
average of the closing bid and asked prices of a Share on the Nasdaq Small Cap Market for the day
prior to the time of the determination (or, if no such prices were reported on that date, on the
last date on which such prices were reported), in each case, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or



                              (ii) In the absence of an established market for the Ordinary Shares of the type described in
(i), above, the Fair Market Value thereof shall be determined by the Administrator in good faith by
reference to the placing price of the latest private placement of the Shares and the development of
the Company’s business operations since such latest private placement.



               (r) “Good Reason” means the occurrence after a Corporate Transaction of any of the
following events or conditions unless consented to by the Grantee:



                              (i) a decrease in the Grantee’s base salary and/or a material decrease in his standard
management bonus plan or employee benefits as in effect at any time within six (6) months preceding
the date of a Corporate Transaction or at any time thereafter;



                              (ii) a material adverse change in the Grantee’s title, authority, responsibilities or duties,
as measured against his or her title, authority, responsibilities or duties immediately prior to
such change, as in effect at any time within six (6) months preceding the date of a Corporate
Transaction or at any time thereafter;



                              (iii) the imposition of a requirement that such Grantee relocate more than sixty (60) miles
from his or her current primary residence, that the principal place of business of Baidu, Inc. be
relocated more than sixty (60) miles from the city of Mountain View,



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California or that the principal place of business of the PRC operating subsidiary of the
Company be relocated more than thirty-five (35) miles from the city of Beijing, China; or



                              (iv) death or Disability of the Grantee.



               (s) “Grantee” means an Employee, Director or Consultant who receives an Award under
the Plan.



               (t) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in
law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any
person sharing the Grantee’s household (other than a tenant or employee), a trust in which these
persons (or the Grantee) have more than fifty percent (50%) of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of assets, and any other
entity in which these persons (or the Grantee) own more than fifty percent (50%) of the voting
interests.



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



               (v) “Non-Qualified Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.



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



               (x) “Option” means an option to purchase Shares pursuant to an Award Agreement granted
under the Plan.



               (y) “Ordinary Share” means an ordinary share, US$0.0001 par value, of the Company.



               (z) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.



               (aa) “Plan” means this 2000 Option Plan.



               (bb) “Post-Termination Exercise Period” means the period specified in the Award
Agreement of not less than three (3) months.



               (cc) “Registration Date” means the first to occur of (i) the closing of the first sale
to the general public of (A) the Ordinary Shares or (B) the same class of securities of a successor
corporation (or its Parent) issued pursuant to a Corporate Transaction in exchange for or in
substitution of the Ordinary Shares, pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended;
and (ii) in the event of a Corporate Transaction, the date of the consummation of the Corporate
Transaction if the same class of securities of the successor corporation (or its Parent)



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issuable in such Corporate Transaction shall have been sold to the general public pursuant to
a registration statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or prior to the date of consummation of
such Corporate Transaction.



               (dd) “Related Entity” means any Parent, Subsidiary and any business, corporation,
partnership, limited liability company or other entity in which the Company, a Parent or a
Subsidiary holds a substantial ownership interest, directly or indirectly.



               (ee) “Restricted Stock” means Shares issued under the Plan to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as established by the
Administrator.



               (ff) “Share” means an Ordinary Share.



               (gg) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code.



     3. Shares Subject to the Plan.



               (a) Subject to the provisions of Section 10(a) below, the maximum aggregate number of Shares
which may be issued pursuant to all Awards (including Incentive Stock Options) is 1,920,000 Shares.
In addition, the total number of Shares issuable upon exercise of all outstanding Awards shall not
exceed a number of Shares which is equal to 20% of the then outstanding shares of the Company,
unless a percentage higher than 20% is approved by the Company’s Series A Preferred Shareholders.
The Shares may be authorized, but unissued, or reacquired Ordinary Shares.



               (b) Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled,
expires or is settled in cash, shall be deemed not to have been issued for purposes of determining
the maximum aggregate number of Shares which may be issued under the Plan. If any unissued Shares
are retained by the Company upon exercise of an Award in order to satisfy the exercise price for
such Award or any withholding taxes due with respect to such Award, such retained Shares subject to
such Award shall become available for future issuance under the Plan (unless the Plan has
terminated). Shares that actually have been issued under the Plan pursuant to an Award shall not
be returned to the Plan and shall not become available for future issuance under the Plan, except
that if unvested Shares are forfeited, or repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.



     4. Administration of the Plan.



               (a) Plan Administrator. With respect to grants of Awards to Employees, Directors, or
Consultants, the Plan shall be administered by (A) the Board or (B) a Committee (or a subcommittee
of the Committee) designated by the Board, which Committee shall be constituted in such a manner as
to satisfy Applicable Laws. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.



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               (b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the
Plan (including any other powers given to the Administrator hereunder), and except as otherwise
provided by the Board, the Administrator shall have the authority, in its discretion:



                              (i) to select the Employees, Directors and Consultants to whom Awards may be granted from time
to time hereunder;



                              (ii) to determine whether and to what extent Awards are granted hereunder;



                              (iii) to determine the number of Shares or the amount of other consideration to be covered by
each Award granted hereunder;



                              (iv) to approve forms of Award Agreements for use under the Plan;



                              (v) to determine the terms and conditions of any Award granted hereunder;



                              (vi) to establish additional terms, conditions, rules or procedures to accommodate the rules
or laws of applicable foreign jurisdictions and to afford Grantees favorable treatment under such
rules or laws; provided, however, that no Award shall be granted under any such additional terms,
conditions, rules or procedures with terms or conditions which are inconsistent with the provisions
of the Plan;



                              (vii) to amend the terms of any outstanding Award granted under the Plan, provided that any
amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be
made without the Grantee’s written consent;



                              (viii) to construe and interpret the terms of the Plan and Awards, including without
limitation, any notice of award or Award Agreement, granted pursuant to the Plan; and



                              (ix) to take such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.



     5. Eligibility. Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of
the Company, a Parent or a Subsidiary. An Employee, Director or Consultant who has been granted an
Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such
Employees, Directors or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.



     6. Terms and Conditions of Awards.



               (a) Type of Awards. The Administrator is authorized under the Plan to award any type
of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions
of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) an
Option, or similar right with a fixed or variable price related to the Fair Market Value of



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the Shares and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or other conditions,
or (iii) any other security with the value derived from the value of the Shares. Such awards
include, without limitation, Options, and an Award may consist of one such security or benefit, or
two (2) or more of them in any combination or alternative.



               (b) Designation of Award. Each Award shall be designated in the Award Agreement. In
the case of an Option, the Option shall be designated as either an Incentive Stock Option or a
Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options
which become exercisable for the first time by a Grantee during any calendar year (under all plans
of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of
the Shares covered thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be determined as of the
grant date of the relevant Option.



               (c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall
determine the provisions, terms, and conditions of each Award including, but not limited to, the
Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form
of payment (cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or combination of, increase in share price,
earnings per share, total shareholder return, return on equity, return on assets, return on
investment, net operating income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator. Partial achievement of
the specified criteria may result in a payment or vesting corresponding to the degree of
achievement as specified in the Award Agreement.



               (d) Acquisitions and Other Transactions. The Administrator may issue Awards under the
Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant
future awards in connection with the Company or a Related Entity acquiring another entity, an
interest in another entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.



               (e) Deferral of Award Payment. The Administrator may establish one or more programs
under the Plan to permit selected Grantees the opportunity to elect to defer receipt of
consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Administrator may establish the election procedures, the timing
of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if
any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules
and procedures that the Administrator deems advisable for the administration of any such deferral
program.



               (f) Award Exchange Programs. The Administrator may establish one or more programs
under the Plan to permit selected Grantees to exchange an Award under the Plan for



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one or more other types of Awards under the Plan on such terms and conditions as determined by
the Administrator from time to time.



               (g) Separate Programs. The Administrator may establish one or more separate programs
under the Plan for the purpose of issuing particular forms of Awards to one or more classes of
Grantees on such terms and conditions as determined by the Administrator from time to time.



               (h) Early Exercise. The Award Agreement may, but need not, include a provision
whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any
part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant
to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity
or to any other restriction the Administrator determines to be appropriate.



               (i) Term of Award. The term of each Award shall be the term stated in the Award
Agreement; provided, however, that the term shall be no more than ten (10) years from the date of
grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the
time the Option is granted, owns shares representing more than ten percent (10%) of the voting
power of all classes of shares of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term
as may be provided in the Award Agreement.



               (j) Transferability of Awards. Non-Qualified Stock Options shall be transferable (i)
to the extent provided in the Award Agreement and (ii) by will, and by the laws of descent and
distribution. Incentive Stock Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee;
provided, however, that the Grantee may designate a beneficiary of the Grantee’s Incentive Stock
Option in the event of the Grantee’s death on a beneficiary designation form provided by the
Administrator. Other Awards shall be transferred by will and by the laws of descent and
distribution, and during the lifetime of the Grantee, by gift and or pursuant to a domestic
relations order to members of the Grantee’s Immediate Family to the extent and in the manner
determined by the Administrator.



               (k) Time of Granting Awards. The date of grant of an Award shall for all purposes be
the date on which the Administrator makes the determination to grant such Award, or such other date
as is determined by the Administrator. Notice of the grant determination shall be given to each
Employee, Director or Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.



     7. Award Exercise or Purchase Price, Consideration and Taxes.



               (a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award
shall be as follows:



                              (i) In the case of an Incentive Stock Option granted to an Employee who, at the time of the
grant of such Incentive Stock Option owns shares representing more than ten percent (10%) of the
voting power of all classes of shares of the Company or any Parent or



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Subsidiary, the per Share exercise price shall be not less than one hundred ten percent (110%)
of the Fair Market Value per Share on the date of grant.



                              (ii) Notwithstanding Section 7(a)(i), in the case of an Award issued pursuant to Section 6(d),
above, the exercise or purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code.



                              (iii) Adjustment of Exercise Price. The exercise price per Share subject to an Option may be
amended or adjusted in the absolute discretion of the Administrator, the determination of which
shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited
by Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options
mentioned in the preceding sentence shall be effective without the approval of the Company’s
shareholders or the approval of the affected Grantees.



               (b) Consideration. Subject to Applicable Laws, the consideration to be paid for the
Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined
at the time of grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares issued under the
Plan the following:



                              (i) cash or check in U.S. dollars (in connection with the Administrator may require the
Grantee to provide evidence that the funds were taken out of the People’s Republic of China in
accordance with applicable foreign exchange control laws and regulations);



                              (ii) cash or check in Chinese Renminbi (in an amount converted from U.S. dollars at the
official rate promulgated by the People’s Bank of China on the date the Notice of Exercise is
received by the Company);



                              (iii) surrender of Shares or delivery of a properly executed form of attestation of ownership
of Shares as the Administrator may require (including withholding of Shares otherwise deliverable
upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate exercise price of the Shares as to which said Award shall be exercised (but
only to the extent that such exercise of the Award would not result in an accounting compensation
charge with respect to the Shares used to pay the exercise price unless otherwise determined by the
Administrator);



                              (iv) if the exercise or purchase occurs on or after the Registration Date, surrender of Shares
or delivery of a properly executed form of attestation of ownership of Shares as the Administrator
may require (including withholding of Shares otherwise deliverable upon exercise of the Option)
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate
exercise price of the Shares as to which the Option is being exercised (but only to the extent that
such exercise of the Option would not result in an accounting compensation charge with respect to
the Shares used to pay the exercise price);



                              (v) if the exercise occurs on or after the Registration Date, payment through a broker-dealer
sale and remittance procedure pursuant to which the Grantee (i) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale



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of some or all of the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased Shares and (ii) shall provide written directives to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm in order to complete the sale
transaction; or



                              (vi) any combination of the foregoing methods of payment.



               (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person
until such Grantee or other person has made arrangements acceptable to the Administrator for the
satisfaction of any foreign, federal, state, or local income and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock Option. Upon
exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to
satisfy such tax obligations.



     8. Exercise of Award.



               (a) Procedure for Exercise; Rights as a Shareholder.



                              (i) Any Award granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator under the terms of the Plan and specified in the Award Agreement
but in the case of an Option, in no case at a rate of less than twenty percent (20%) per year over
five (5) years from the date the Option is granted, subject to reasonable conditions such as
continued employment. Notwithstanding the foregoing, in the case of an Option granted to an
Officer, Director or Consultant, the Award Agreement may provide that the Option may become
exercisable, subject to reasonable conditions such as such Officer’s, Director’s or Consultant’s
Continuous Service, at any time or during any period established in the Award Agreement.



                              (ii) An Award shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Award by the person entitled to exercise
the Award and full payment for the Shares with respect to which the Award is exercised, including,
to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase
price as provided in Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the share
certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to Shares subject to an Award, notwithstanding the exercise of
an Option or other Award. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the share certificate is issued, except as provided in the Award
Agreement or Section 11(a), below.



               (b) Exercise of Award Following Termination of Continuous Service. In the event of
termination of a Grantee’s Continuous Service for any reason other than Disability or death (but
not in the event of a Grantee’s change of status from Employee to Consultant or from Consultant to
Employee), such Grantee may, but only during the Post-Termination Exercise Period (but in no event
later than the expiration date of the term of such Award as set forth in the



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Award Agreement), exercise the Award to the extent that the Grantee was entitled to exercise
it at the date of such termination or to such other extent as may be determined by the
Administrator. The Grantee’s Award Agreement may provide that upon the termination of the
Grantee’s Continuous Service for Cause, the Grantee’s right to exercise the Award shall terminate
concurrently with the termination of Grantee’s Continuous Service. In the event of a Grantee’s
change of status from Employee to Consultant, an Employee’s Incentive Stock Option shall convert
automatically to a Non-Qualified Stock Option on the day three (3) months and one day following
such change of status. To the extent that the Grantee is not entitled to exercise the Award at the
date of termination, or if the Grantee does not exercise such Award to the extent so entitled
within the Post-Termination Exercise Period, the Award shall terminate.



               (c) Disability of Grantee. In the event of termination of a Grantee’s Continuous
Service as a result of his or her Disability, Grantee may, but only within twelve (12) months from
the date of such termination (and in no event later than the expiration date of the term of such
Award as set forth in the Award Agreement), exercise the Award to the extent that the Grantee was
otherwise entitled to exercise it at the date of such termination; provided, however, that if such
Disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the
case of an Incentive Stock Option such Incentive Stock Option shall automatically convert to a
Non-Qualified Stock Option on the day three (3) months and one day following such termination. To
the extent that the Grantee is not entitled to exercise the Award at the date of termination, or if
Grantee does not exercise such Award to the extent so entitled within the time specified herein,
the Award shall terminate.



               (d) Death of Grantee. In the event of a termination of the Grantee’s Continuous
Service as a result of his or her death, or in the event of the death of the Grantee during the
Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s
termination of Continuous Service as a result of his or her Disability, the Grantee’s estate or a
person who acquired the right to exercise the Award by bequest or inheritance may exercise the
Award, but only to the extent that the Grantee was entitled to exercise the Award as of the date of
termination, within twelve (12) months from the date of death (but in no event later than the
expiration of the term of such Award as set forth in the Award Agreement). To the extent that, at
the time of death, the Grantee was not entitled to exercise the Award, or if the Grantee’s estate
or a person who acquired the right to exercise the Award by bequest or inheritance does not
exercise such Award to the extent so entitled within the time specified herein, the Award shall
terminate.



     9. Conditions Upon Issuance of Shares.



               (a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all
Applicable Laws, and shall be further subject to the approval of counsel for the Company with
respect to such compliance.



               (b) As a condition to the exercise of an Award, the Company may require the person exercising
such Award to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or



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distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required by any Applicable Laws.



     10. Repurchase Rights. If the provisions of an Award Agreement grant to the Company
the right to repurchase Shares upon termination of the Grantee’s Continuous Service, the Award
Agreement shall (or may, with respect to Awards granted or issued to Officers, Directors or
Consultants) provide that:



               (a) the right to repurchase must be exercised, if at all, within ninety (90) days of the
termination of the Grantee’s Continuous Service (or in the case of Shares issued upon exercise of
Awards after the date of termination of the Grantee’s Continuous Service, within ninety (90) days
after the date of the Award exercise);



               (b) the consideration payable for the Shares upon exercise of such repurchase right shall be
made in cash or by cancellation of purchase money indebtedness within the ninety (90) day periods
specified in Section 10(a);



               (c) the amount of such consideration shall (i) be equal to the original purchase price paid by
Grantee for each such Share; provided, that the right to repurchase such Shares at the original
purchase price shall lapse at the rate of at least twenty percent (20%) of the Shares subject to
the Award per year over five (5) years from the date the Award is granted (without respect to the
date the Award was exercised or became exercisable), and (ii) with respect to Shares, other than
Shares subject to repurchase at the original purchase price pursuant to clause (i) above, not less
than the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee’s
Continuous Service; and



               (d) the right to repurchase Shares, other than the right to repurchase Shares at the original
purchase price pursuant to clause (i) of Section 10(c), shall terminate on the Registration Date.



     11. Adjustments Upon Changes in Capitalization or Corporate Transaction.



               (a) Adjustments upon Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, as well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a share split, reverse share split, share dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the Company, or (iii) as
the Administrator may determine in its discretion, any other transaction with respect to Shares to
which Section 424(a) of the Code applies or a similar transaction; provided, however that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of any class, or



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securities convertible into shares of any class, shall affect, and no adjustment by reason
hereof shall be made with respect to, the number or price of Shares subject to an Award.



               (b) Corporate Transaction.



                              (i) Termination of Award if Not Assumed. In the event of a Corporate Transaction,
each Award will terminate upon the consummation of the Corporate Transaction, unless the Award is
assumed by the successor corporation or Parent thereof in connection with the Corporate
Transaction.



                              (ii) Acceleration of Award Upon Corporate Transaction. Except as provided otherwise
in an individual Award Agreement, in the event of a Corporate Transaction and:



                                             (A) to the extent an Award either is (x) assumed by the successor corporation or Parent
thereof or replaced with a comparable Award (as determined by the Administrator) with respect to
shares of the capital stock of the successor corporation or Parent thereof or (y) replaced with a
cash incentive program of the successor corporation which preserves the compensation element of
such Award existing at the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Award, then such Award (if assumed),
the replacement Award (if replaced), or the cash incentive program automatically shall become fully
vested, exercisable and payable and be released from any restrictions on transfer (other than
transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon
termination of the Grantee’s Continuous Service (substituting the successor employer corporation
for “Company or Related Entity” for the definition of “Continuous Service”) if such Continuous
Service is terminated by the successor company without Cause or voluntarily by the Grantee with
Good Reason within twelve (12) months of the Corporate Transaction; or



                                             (B) in the event an Award which is at the time outstanding under the Plan is not assumed by
the successor corporation or the Parent thereof, each such Award shall automatically become fully
vested and exercisable and be released from any restrictions on transfer (other than transfer
restrictions applicable to Incentive Stock Options) and repurchase or forfeiture rights,
immediately prior to the specified effective date of such Corporate Transaction, for all of the
Shares at the time represented by such Award.



     12. Effective Date and Term of Plan. The Plan shall become effective upon its
adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated. Subject to Section 17, below, and Applicable Laws, Awards may be granted under the
Plan upon its becoming effective.



     13. Amendment, Suspension or Termination of the Plan.



               (a) The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to
comply with Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.



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               (b) No Award may be granted during any suspension of the Plan or after termination of the
Plan.



               (c) Any amendment, suspension or termination of the Plan (including termination of the Plan
under Section 12, above) shall not affect Awards already granted, and such Awards shall remain in
full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually
agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and
signed by the Grantee and the Company.



     14. Reservation of Shares.



               (a) The Company, during the term of the Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the requirements of the Plan.



               (b) The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite authority shall not have been
obtained.



     15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not
confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it
interfere in any way with his or her right or the Company’s right to terminate the Grantee’s
Continuous Service at any time, with or without cause.



     16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided
in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be
deemed compensation for purposes of computing benefits or contributions under any retirement plan
of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare
Plan” under the Employee Retirement Income Security Act of 1974, as amended.



     17. Shareholder Approval. The grant of Incentive Stock Options under the Plan shall
be subject to approval by the shareholders of the Company within twelve (12) months before or after
the date the Plan is adopted excluding Incentive Stock Options issued in substitution for
outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such shareholder
approval shall be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval by the
shareholders, but until such approval is obtained, no such Incentive Stock Option shall be
exercisable. In the event that shareholder approval is not obtained within the twelve (12) month
period provided above, all Incentive Stock Options previously granted under the Plan shall be
exercisable as Non-Qualified Stock Options.




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