exhibit10_15.htm


    Exhibit
10.15

    LEXAR
MEDIA, INC.

    


    2000
EQUITY INCENTIVE PLAN

    


    As
Adopted January 21, 2000

    As
Amended April 20, 2004

    As
Amended February 10, 2006

    As
Amended December 11, 2008

    


    


    1.           
 PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are
important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms
not defined in the text are defined in Section 23.

    


    2.       
     SHARES
SUBJECT TO THE PLAN.

    


    2.1           Number of Shares
Available. Subject to Sections 2.2 and 18, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan will be
8,000,000 Shares plus Shares that are subject to: (a) issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) an Award granted hereunder but are forfeited or are
repurchased by the Company at the original issue price; and (c) an Award that
otherwise terminates without Shares being issued. In addition, any authorized
shares not issued or subject to outstanding grants under the Company's 1996
Stock Option/Stock Issuance Plan (the "Prior
Plan") on the Effective Date (as defined below) and any shares issued
under the Prior Plan that are forfeited or repurchased by the Company or that
are issuable upon exercise of options granted pursuant to the Prior Plan that
expire or become unexercisable for any reason without having been exercised in
full, will no longer be available for grant and issuance under the Prior Plan,
but will be available for grant and issuance under this Plan. In addition, on
each January 1, the aggregate number of Shares reserved and available for grant
and issuance pursuant to this Plan will be increased automatically by a number
of Shares equal to 5% of the total outstanding shares of the Company as of the
immediately preceding December 31, provided that no more than 50,000,000 shares
shall be issued as ISOs (as defined in Section 5 below). At all times the
Company shall reserve and keep available a sufficient number of Shares as shall
be required to satisfy the requirements of all outstanding Options granted under
this Plan and all other outstanding but unvested Awards granted under this
Plan.

    


    2.2           Adjustment of Shares.
In the event that the number of outstanding shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification or similar change in the capital structure of the
Company without consideration, then (a) the number of Shares reserved for
issuance under this Plan, (b) the number of Shares that may be granted pursuant
to Sections 3 and 9 below, (c) the Exercise Prices of and number of Shares
subject to outstanding Options, and (d) the number of Shares subject to other
outstanding Awards will be proportionately adjusted, subject to any required
action by the Board or the stockholders of the Company and compliance with
applicable securities laws; provided, however, that
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the
Committee.

    


    3.         
   ELIGIBILITY.
ISOs (as defined in Section 5 below) may be granted only to employees (including
officers and directors who are also employees) of the Company or of a Parent or
Subsidiary of the Company. All other Awards may be granted to employees,
officers, directors, consultants, independent contractors and advisors of the
Company or any Parent or Subsidiary of the Company; provided such
consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. No person will be eligible to receive more than 2,000,000 Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder,
other than new employees of the Company or of a Parent or Subsidiary of the
Company (including new employees who are also officers and directors of the
Company or any Parent or Subsidiary of the Company), who are eligible to receive
up to a maximum of 3,000,000 Shares in the calendar year in which they commence
their employment. A person may be granted more than one Award under this
Plan.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.      
      ADMINISTRATION.

    


    4.1           Committee Authority.
This Plan will be administered by the Committee or by the Board acting as the
Committee. Except for automatic grants to Outside Directors pursuant to Section
9 hereof, and subject to the general purposes, terms and conditions of this
Plan, and to the direction of the Board, the Committee will have full power to
implement and carry out this Plan. Except for automatic grants to Outside
Directors pursuant to Section 9 hereof, the Committee will have the authority
to:

    


    
      (a)     construe
and interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan;

    

    


    
      (b)     prescribe,
amend and rescind rules and regulations relating to this Plan or any
Award;

    

    


    
      (c)     select persons to receive
Awards;

    

    
 

    
      (d)     determine
the form and terms of Awards;

    

    


    
      (e)     determine the number of
Shares or other consideration subject to Awards;

    

    


    
      (f)      determine
whether Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any other
incentive or compensation plan of the Company or any Parent or Subsidiary of the
Company;

    

    


    
      (g)     grant
waivers of Plan or Award conditions;

    

    


    
      (h)     determine
the vesting, exercisability and payment of Awards;

    

    


    
      (i)      correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any
Award or any Award Agreement;

    

    


    
      (j)      determine whether an
Award has been earned; and

    

    


    
      (k)      make all other
determinations necessary or advisable for the administration of this
Plan.

    

    


    4.2           Committee Discretion.
Except for automatic grants to Outside Directors pursuant to Section 9 hereof,
any determination made by the Committee with respect to any Award will be made
in its sole discretion at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any later time, and
such determination will be final and binding on the Company and on all persons
having an interest in any Award under this Plan. The Committee may delegate to
one or more officers of the Company the authority to grant an Award under this
Plan to Participants who are not Insiders of the Company.

    


    5.         
   OPTIONS.
The Committee may grant Options to eligible persons and will determine whether
such Options will be Incentive Stock Options within the meaning of the Code
("ISO") or
Nonqualified Stock Options ("NQSOs"),
the number of Shares subject to the Option, the Exercise Price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:

    


    5.1           Form of Option Grant.
Each Option granted under this Plan will be evidenced by an Award Agreement
which will expressly identify the Option as an ISO or an NQSO ("Stock Option
Agreement"), and, except as otherwise required by the terms of Section 9
hereof, will be in such form and contain such provisions (which need not be the
same for each Participant) as the Committee may from time to time approve, and
which will comply with and be subject to the terms and conditions of this
Plan.

    


    5.2           Date of Grant. The
date of grant of an Option will be the date on which the Committee makes the
determination to grant such Option, unless otherwise specified by the Committee.
The Stock Option Agreement and a copy of this Plan will be delivered to the
Participant within a reasonable time after the granting of the
Option.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.3           Exercise Period.
Options may be exercisable within the times or upon the events determined by the
Committee as set forth in the Stock Option Agreement governing such Option;
provided, however, that no
Option will be exercisable after the expiration of ten (10) years from the date
the Option is granted; and provided further that
no ISO granted to a person who directly or by attribution owns more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary of the Company ("Ten Percent
Stockholder") will be exercisable after the expiration of five (5) years
from the date the ISO is granted. The Committee also may provide for Options to
become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee
determines.

    


    5.4           Exercise Price. The
Exercise Price of an Option will be determined by the Committee when the Option
is granted and may be not less than 100% of the Fair Market Value of the Shares
on the date of grant; provided that: (i) the Exercise Price of an ISO will be
not less than 100% of the Fair Market Value of the Shares on the date of grant;
and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will
not be less than 110% of the Fair Market Value of the Shares on the date of
grant. Payment for the Shares purchased may be made in accordance with Section 8
of this Plan.

    


    5.5           Method of Exercise.
Options may be exercised only by delivery to the Company of a written stock
option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the
same for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

    


    5.6           Termination.
Notwithstanding the exercise periods set forth in the Stock Option Agreement,
exercise of an Option will always be subject to the following:

    


    
      (a)       If the
Participant is Terminated for any reason except death or Disability, then the
Participant may exercise such Participant's Options only to the extent that such
Options would have been exercisable upon the Termination Date no later than
three (3) months after the Termination Date (or such shorter or longer time
period not exceeding five (5) years as may be determined by the Committee, with
any exercise beyond three (3) months after the Termination Date deemed to be an
NQSO), but in any event, no later than the expiration date of the
Options.

    

     

    (b)     If the
Participant is Terminated because of Participant's death or Disability (or the
Participant dies within three (3) months after a Termination other than for
Cause or because of Participant's Disability), then Participant's Options may be
exercised only to the extent that such Options would have been exercisable by
Participant on the Termination Date and must be exercised by Participant (or
Participant's legal representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or such shorter or longer time period
not exceeding five (5) years as may be determined by the Committee, with any
such exercise beyond (a) three (3) months after the Termination Date when the
Termination is for any reason other than the Participant's death or Disability,
or (b) twelve (12) months after the Termination Date when the Termination is for
Participant's death or Disability, deemed to be an NQSO), but in any event no
later than the expiration date of the Options.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      (c)    Notwithstanding the
provisions in paragraph 5.6(a) above, if a Participant is terminated for Cause,
neither the Participant, the Participant's estate nor such other person who may
then hold the Option shall be entitled to exercise any Option with respect to
any Shares whatsoever, after termination of service, whether or not after
termination of service the Participant may receive payment from the Company or
Subsidiary for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the Board shall
give the Participant an opportunity to present to the Board evidence on his
behalf. For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Participant that his service is terminated.

    

    


    5.7           
Limitations on
Exercise. The Committee may specify a reasonable minimum number of Shares
that may be purchased on any exercise of an Option, provided that such minimum
number will not prevent Participant from exercising the Option for the full
number of Shares for which it is then exercisable.

    


    5.8           Limitations on ISO.
The aggregate Fair Market Value (determined as of the date of grant) of Shares
with respect to which ISO are exercisable for the first time by a Participant
during any calendar year (under this Plan or under any other incentive stock
option plan of the Company, Parent or Subsidiary of the Company) will not exceed
$100,000. If the Fair Market Value of Shares on the date of grant with respect
to which ISO are exercisable for the first time by a Participant during any
calendar year exceeds $100,000, then the Options for the first $100,000 worth of
Shares to become exercisable in such calendar year will be ISO and the Options
for the amount in excess of $100,000 that become exercisable in that calendar
year will be NQSOs. In the event that the Code or the regulations promulgated
thereunder are amended after the Effective Date of this Plan to provide for a
different limit on the Fair Market Value of Shares permitted to be subject to
ISO, such different limit will be automatically incorporated herein and will
apply to any Options granted after the effective date of such
amendment.

    


    5.9           Modification, Extension or
Renewal. The Committee may modify, extend or renew outstanding Options
and authorize the grant of new Options in substitution therefor, provided that
any such action may not, without the written consent of a Participant, impair
any of such Participant's rights under any Option previously granted. Any
outstanding ISO that is modified, extended, renewed or otherwise altered will be
treated in accordance with Section 424(h) of the Code. The Committee may reduce
the Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the
Exercise Price may not be reduced below the minimum Exercise Price that would be
permitted under Section 5.4 of this Plan for Options granted on the date the
action is taken to reduce the Exercise Price.

    


    5.10           
No
Disqualification. Notwithstanding any other provision in this Plan, no
term of this Plan relating to ISO will be interpreted, amended or altered, nor
will any discretion or authority granted under this Plan be exercised, so as to
disqualify this Plan under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any ISO under Section 422 of the
Code.

    


    6.       
     RESTRICTED
STOCK. A Restricted Stock Award is an offer by the Company to sell to an
eligible person Shares that are subject to restrictions. The Committee will
determine to whom an offer will be made, the number of Shares the person may
purchase, the price to be paid (the "Purchase
Price"), the restrictions to which the Shares will be subject, and all
other terms and conditions of the Restricted Stock Award, subject to the
following:

    


    6.1           Form of Restricted Stock
Award. All purchases under a Restricted Stock Award made pursuant to this
Plan will be evidenced by an Award Agreement ("Restricted Stock
Purchase Agreement") that will be in such form (which need not be the
same for each Participant) as the Committee will from time to time approve, and
will comply with and be subject to the terms and conditions of this Plan. The
offer of Restricted Stock will be accepted by the Participant's execution and
delivery of the Restricted Stock Purchase Agreement and full payment for the
Shares to the Company within thirty (30) days from the date the Restricted Stock
Purchase Agreement is delivered to the person. If such person does not execute
and deliver the Restricted Stock Purchase Agreement along with full payment for
the Shares to the Company within thirty (30) days, then the offer will
terminate, unless otherwise determined by the Committee.

    


    6.2           Purchase Price. The
Purchase Price of Shares sold pursuant to a Restricted Stock Award will be
determined by the Committee on the date the Restricted Stock Award is granted,
except in the case of a sale to a Ten Percent Stockholder, in which case the
Purchase Price will be 100% of the Fair Market Value. Payment of the Purchase
Price may be made in accordance with Section 8 of this Plan.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.3           Terms of Restricted Stock
Awards. Restricted Stock Awards shall be subject to such restrictions as
the Committee may impose. These restrictions may be based upon completion of a
specified number of years of service with the Company or upon completion of the
performance goals as set out in advance in the Participant's individual
Restricted Stock Purchase Agreement. Restricted Stock Awards may vary from
Participant to Participant and between groups of Participants. Prior to the
grant of a Restricted Stock Award, the Committee shall: (a) determine the
nature, length and starting date of any Performance Period for the Restricted
Stock Award; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be
awarded to the Participant. Prior to the payment of any Restricted Stock Award,
the Committee shall determine the extent to which such Restricted Stock Award
has been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to Restricted Stock Awards that are
subject to different Performance Periods and having different performance goals
and other criteria.

    


    6.4           Termination During
Performance Period. If a Participant is Terminated during a Performance
Period for any reason, then such Participant will be entitled to payment
(whether in Shares, cash or otherwise) with respect to the Restricted Stock
Award only to the extent earned as of the date of Termination in accordance with
the Restricted Stock Purchase Agreement, unless the Committee will determine
otherwise.

    


    7.      
      STOCK
BONUSES.

    


    7.1           Awards of Stock
Bonuses. A Stock Bonus is an award of Shares (which may consist of
Restricted Stock) for services rendered to the Company or any Parent or
Subsidiary of the Company. A Stock Bonus may be awarded for past services
already rendered to the Company, or any Parent or Subsidiary of the Company
pursuant to an Award Agreement (the "Stock Bonus
Agreement") that will be in such form (which need not be the same for
each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. A Stock
Bonus may be awarded upon satisfaction of such performance goals as are set out
in advance in the Participant's individual Award Agreement (the "Performance Stock
Bonus Agreement") that will be in such form (which need not be the same
for each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. Stock
Bonuses may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Parent or
Subsidiary and/or individual performance factors or upon such other criteria as
the Committee may determine.

    


    7.2           Terms of Stock
Bonuses. The Committee will determine the number of Shares to be awarded
to the Participant. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee will: (a) determine the nature, length and starting date of any
Performance Period for each Stock Bonus; (b) select from among the Performance
Factors to be used to measure the performance, if any; and (c) determine the
number of Shares that may be awarded to the Participant. Prior to the payment of
any Stock Bonus, the Committee shall determine the extent to which such Stock
Bonuses have been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to Stock Bonuses that are subject to
different Performance Periods and different performance goals and other
criteria. The number of Shares may be fixed or may vary in accordance with such
performance goals and criteria as may be determined by the Committee. The
Committee may adjust the performance goals applicable to the Stock Bonuses to
take into account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.

    


    7.3           Form of Payment. The
earned portion of a Stock Bonus may be paid currently or on a deferred basis
with such interest or dividend equivalent, if any, as the Committee may
determine. Payment may be made in the form of cash or whole Shares or a
combination thereof, either in a lump sum payment or in installments, all as the
Committee will determine.

    


    8.       
     PAYMENT
FOR SHARE PURCHASES.

    


    8.1           
Payment.
Payment for Shares purchased pursuant to this Plan may be made in cash (by
check) or, where expressly approved for the Participant by the Committee and
where permitted by law:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)            by
cancellation of indebtedness of the Company to the Participant;

     

    (b)    by
surrender of shares that either: (1) have been owned by Participant for more
than six (6) months and have been paid for within the meaning of SEC Rule 144
(and, if such shares were purchased from the Company by use of a promissory
note, such note has been fully paid with respect to such shares); or (2) were
obtained by Participant in the public market;

     

    (c)     by tender
of a full recourse promissory note having such terms as may be approved by the
Committee and bearing interest at a rate sufficient to avoid imputation of
income under Sections 483 and 1274 of the Code; provided, however, that
Participants who are not employees or directors of the Company will not be
entitled to purchase Shares with a promissory note unless the note is adequately
secured by collateral other than the Shares;

     

    (d)     by waiver
of compensation due or accrued to the Participant for services
rendered;

     

    (e)     with
respect only to purchases upon exercise of an Option, and provided that a public
market for the Company's stock exists:

     

    (1)    through a
"same day sale" commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to exercise the
Option and to sell a portion of the Shares so purchased to pay for the Exercise
Price, and whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or

     

    (2)     through a
"margin" commitment from the Participant and a NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or

     

    (f)     by any
combination of the foregoing.

    


    8.2           
Loan
Guarantees. The Committee may help the Participant pay for Shares
purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

    


    9.       
     AUTOMATIC GRANTS TO OUTSIDE
DIRECTORS.

    


    9.1           
Types of Options and
Shares. Options granted under this Plan and subject to this Section 9
shall be NQSOs.

    


    9.2           
Eligibility.
Options subject to this Section 9 shall be granted only to Outside
Directors.

    


    9.3           Initial Grant. Each
Outside Director who first becomes a member of the Board on or after the
Effective Date will automatically be granted an Option for 50,000 Shares (an
"Initial
Grant") on the date such Outside Director first becomes a member of the
Board. Each Outside Director who became a member of the Board prior to the
Effective Date will automatically be granted an Option for 25,000 Shares
immediately following the Effective Date.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9.4           
Succeeding
Grant. Immediately following each Annual Meeting of stockholders, each
Outside Director will automatically be granted an Option for 20,000 Shares (a
"Succeeding
Grant"), provided the Outside Director is a member of the Board on such
date and has served continuously as a member of the Board for a period of at
least one year since the date of such Outside Director's Initial Grant.
Notwithstanding anything in this Section 9.4 to the contrary, the Board may make
discretionary supplemental grants to an Outside Director who has served for less
than one year from the date of such Outside Director’s Initial Grant, provided that no
Outside Director may receive more than 70,000 Shares in any calendar year
pursuant to this Section 9.

    


    9.5           Vesting. The date an
Outside Director receives an Initial Grant or a Succeeding Grant is referred to
in this Plan as the "Start
Date" for such Option.

     

    (a)    Initial
Grants.  Each Initial Grant will vest (i) as to twenty-five
percent (25%) of the Shares on the earlier of (A) the one (1) year anniversary
of the Start Date or (B) the next succeeding Annual Meeting where such Outside
Director is not serving as an Outside Director following such Annual Meeting but
such person is an Outside Director on the day immediately preceding such Annual
Meeting and (ii) as to 2.08333% of the Shares on each subsequent monthly
anniversary thereafter, so long as the Outside Director continuously remains a
director or consultant of the Company.

     

    
      (b)    Succeeding
Grants.  Each Succeeding Grant will vest (i) as to twenty-five
percent (25%) of the Shares on the earlier of (A) the one (1) year anniversary
of the Start Date or (B) the next succeeding Annual Meeting where such Outside
Director is not serving as an Outside Director following such Annual Meeting but
such person is an Outside Director on the day immediately preceding such Annual
Meeting and (ii) as to 2.08333% of the Shares on each subsequent monthly
anniversary thereafter, so long as the Outside Director continuously remains a
director or consultant of the Company.

    

    


    Notwithstanding
any provision to the contrary, in the event of a Corporate Transaction described
in Section 18.1, the vesting of all options granted to Outside Directors
pursuant to this Section 9 will accelerate and such options will become
exercisable in full prior to the consummation of such event at such times and on
such conditions as the Committee determines, and must be exercised, if at all,
within three months of the consummation of said event. Any options not exercised
within such three-month period shall expire.

    


    9.6           Exercise Price. The
exercise price of an Option pursuant to an Initial Grant and Succeeding Grant
shall be the Fair Market Value of the Shares, at the time that the Option is
granted.

    


    10.           WITHHOLDING
TAXES.

    


    10.1           Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards
granted under this Plan, the Company may require the Participant to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be
made in cash, such payment will be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.

    


    10.2           Stock Withholding.
When, under applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount
required to be withheld, the Committee may in its sole discretion allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the
Committee and be in writing in a form acceptable to the Committee.

    


    11.            TRANSFERABILITY.

    


    11.1           
Except as otherwise provided in this Section 11, Awards granted under this Plan,
and any interest therein, will not be transferable or assignable by Participant,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution or as
determined by the Committee and set forth in the Award Agreement with respect to
Awards that are not ISOs.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.2           All Awards other than
NQSO's. All Awards other than NQSO's shall be exercisable: (i) during the
Participant's lifetime, only by (A) the Participant, or (B) the Participant's
guardian or legal representative; and (ii) after Participant's death, by the
legal representative of the Participant's heirs or legatees.

    


    11.3           NQSOs. Unless
otherwise restricted by the Committee, an NQSO shall be exercisable: (i) during
the Participant's lifetime only by (A) the Participant, (B) the Participant's
guardian or legal representative, (C) a Family Member of the Participant who has
acquired the NQSO by "permitted transfer;" and (ii) after Participant's death,
by the legal representative of the Participant's heirs or legatees. "Permitted
transfer" means, as authorized by this Plan and the Committee in an NQSO, any
transfer effected by the Participant during the Participant's lifetime of an
interest in such NQSO but only such transfers which are by gift or domestic
relations order. A permitted transfer does not include any transfer for value
and neither of the following are transfers for value: (a) a transfer of under a
domestic relations order in settlement of marital property rights or (b) a
transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members or the Participant in exchange for an interest in
that entity.

    


    12.           PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES..

    


    12.1           Voting and Dividends.
No Participant will have any of the rights of a stockholder with respect to any
Shares until the Shares are issued to the Participant. After Shares are issued
to the Participant, the Participant will be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares; provided, that if
such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock; provided, further, that the
Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant's
Purchase Price or Exercise Price pursuant to Section 12.

    


    12.2           Financial Statements.
The Company will provide financial statements to each Participant prior to such
Participant's purchase of Shares under this Plan, and to each Participant
annually during the period such Participant has Awards outstanding; provided, however, the Company
will not be required to provide such financial statements to Participants whose
services in connection with the Company assure them access to equivalent
information.

    


    12.3           Restrictions on
Shares. At the discretion of the Committee, the Company may reserve to
itself and/or its assignee(s) in the Award Agreement a right to repurchase a
portion of or all Unvested Shares held by a Participant following such
Participant's Termination at any time within ninety (90) days after the later of
Participant's Termination Date and the date Participant purchases Shares under
this Plan, for cash and/or cancellation of purchase money indebtedness, at the
Participant's Exercise Price or Purchase Price, as the case may be.

    


    13.           CERTIFICATES.
All certificates for Shares or other securities delivered under this Plan will
be subject to such stock transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14.           ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant's Shares,
the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments of transfer
approved by the Committee, appropriately endorsed in blank, with the Company or
an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates. Any Participant
who is permitted to execute a promissory note as partial or full consideration
for the purchase of Shares under this Plan will be required to pledge and
deposit with the Company all or part of the Shares so purchased as collateral to
secure the payment of Participant's obligation to the Company under the
promissory note; provided, however, that the
Committee may require or accept other or additional forms of collateral to
secure the payment of such obligation and, in any event, the Company will have
full recourse against the Participant under the promissory note notwithstanding
any pledge of the Participant's Shares or other collateral. In connection with
any pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time
approve. The Shares purchased with the promissory note may be released from the
pledge on a pro rata basis as the promissory note is paid.

    
 

    15.          EXCHANGE
AND BUYOUT OF AWARDS. The Committee may, at any time or from time to
time, authorize the Company, with the consent of the respective Participants, to
issue new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards. The Committee may at any time buy from a Participant an
Award previously granted with payment in cash, Shares (including Restricted
Stock) or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.

     

    16.          SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective
unless such Award is in compliance with all applicable federal and state
securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

    


    17.          NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under
this Plan will confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

    


    18.           CORPORATE
TRANSACTIONS.

    


    18.1           Assumption or Replacement of
Awards by Successor. Except for automatic grants to Outside Directors
pursuant to Section 9 hereof, in the event of (a) a dissolution or liquidation
of the Company, (b) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company or their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all Participants), (c) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (d) the sale of substantially all of the assets of the Company, or
(e) the acquisition, sale, or transfer of more than 50% of the outstanding
shares of the Company by tender offer or similar transaction (each, a "Corporate
Transaction"), (i) the vesting of all outstanding Awards will accelerate
as to an additional 25% of the Shares that are unvested on the date of the
Corporate Transaction and, (ii) thereafter, unless otherwise set forth below,
all unvested shares subject to outstanding Awards will continue to vest in equal
monthly installments over the remaining original vesting term as set forth in
the Award Agreement. Upon a Corporate Transaction, all outstanding Awards shall
be assumed by the successor or acquiring corporation (if any), which assumption
will be binding on all Participants. In the alternative, the successor or
acquiring corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to shareholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding unvested Shares of the
Company held by the Participants, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Awards, as provided above, pursuant to a Corporate Transaction described in this
Subsection 18.1, such Awards will expire on such Corporate Transaction at such
time and on such conditions as the Committee will determine. Notwithstanding
anything in this Plan to the contrary, the Committee may, in its sole
discretion, provide that the vesting of any or all Awards granted pursuant to
this Plan will accelerate upon a Corporate Transaction described in this Section
18. If the Committee exercises such discretion with respect to Options, such
Options will become exercisable in full prior to the consummation of such event
at such time and on such conditions as the Committee determines, and if such
Options are not exercised prior to the consummation of the Corporate
Transaction, they shall terminate at such time as determined by the
Committee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    18.2           Other Treatment of
Awards. Subject to any greater rights granted to Participants under the
foregoing provisions of this Section 18, in the event of the occurrence of any
Corporate Transaction described in Section 18.1, any outstanding Awards will be
treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, or sale of assets.

    


    18.3           Assumption of Awards by the
Company. The Company, from time to time, also may substitute or assume
outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either; (a) granting an Award
under this Plan in substitution of such other company's award; or (b) assuming
such award as if it had been granted under this Plan if the terms of such
assumed award could be applied to an Award granted under this Plan. Such
substitution or assumption will be permissible if the holder of the substituted
or assumed award would have been eligible to be granted an Award under this Plan
if the other company had applied the rules of this Plan to such grant. In the
event the Company assumes an award granted by another company, the terms and
conditions of such award will remain unchanged (except that the
exercise price and the number and nature of Shares issuable upon exercise of any
such option will be adjusted appropriately pursuant to Section 424(a) of the
Code). In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price.

    


    19.           ADOPTION
AND STOCKHOLDER APPROVAL. This Plan will become effective on the date on
which the registration statement filed by the Company with the SEC under the
Securities Act registering the initial public offering of the Company's Common
Stock is declared effective by the SEC (the "Effective
Date"). This Plan shall be approved by the stockholders of the Company
(excluding Shares issued pursuant to this Plan), consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by
the Board. Upon the Effective Date, the Committee may grant Awards pursuant to
this Plan; provided, however, that: (a) no
Option may be exercised prior to initial stockholder approval of this Plan; (b)
no Option granted pursuant to an increase in the number of Shares subject to
this Plan approved by the Board will be exercised prior to the time such
increase has been approved by the stockholders of the Company; (c) in the event
that initial stockholder approval is not obtained within the time period
provided herein, all Awards granted hereunder shall be cancelled, any Shares
issued pursuant to any Awards shall be cancelled and any purchase of Shares
issued hereunder shall be rescinded; and (d) in the event that stockholder
approval of such increase is not obtained within the time period provided
herein, all Awards granted pursuant to such increase will be cancelled, any
Shares issued pursuant to any Award granted pursuant to such increase will be
cancelled, and any purchase of Shares pursuant to such increase will be
rescinded.

    


    20.           TERM OF
PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this
Plan will terminate ten (10) years from the date this Plan is adopted by the
Board or, if earlier, the date of stockholder approval. This Plan and all
agreements thereunder shall be governed by and construed in accordance with the
laws of the State of California.

    


    21.           AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this
Plan in any respect, including without limitation amendment of any form of Award
Agreement or instrument to be executed pursuant to this Plan; provided, however, that the
Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval.

    


    Notwithstanding anything in the Plan
or in any applicable agreement to the contrary, the Committee may amend the Plan
or any applicable agreement, to take effect retroactively or otherwise, as
deemed necessary or advisable for the purpose of conforming the Plan or other
applicable agreement to any present or future law relating to plans of this or
similar nature (including, but not limited to, Section 409A of the Code), and to
the administrative regulations and rulings promulgated thereunder.  By
accepting an Award under this Plan, a Participant agrees to any amendment made
pursuant to this Section to any Award granted under the Plan without further
consideration or action.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    22.            NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, nor any
provision of this Plan will be construed as creating any limitations on the
power of the Board to adopt such additional compensation arrangements as it may
deem desirable, including, without limitation, the granting of stock options and
bonuses otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.

    


    23.           409A
COMPLIANCE

    


    A.  Notwithstanding anything
herein to the contrary, any discretionary authority available pursuant to this
Plan shall only be exercised in a manner believed in good faith to comply with
Section 409A of the Code and to maintain the exemption from Section 409A for the
options and stock issued hereunder.

    


    B.  Notwithstanding anything
herein to the contrary, nothing herein shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until
the exercise or disposition of an option.

    


    C.  Special Provisions
Related To Section 409A of the Code.

    


    1.         Notwithstanding
anything in the Plan or in any applicable agreement to the contrary, to the
extent that any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable under the Plan or applicable agreement by reason of the
occurrence of a Change in Control, or the Participant’s Disability or separation
from service, such amount or benefit will not be payable or distributable to the
Participant by reason of such circumstance unless (i) the circumstances
giving rise to such Change in Control, Disability or separation from service
meet any description or definition of “change in control event”, “disability” or
“separation from service”, as the case may be, in Section 409A of the Code
and applicable regulations (without giving effect to any elective provisions
that may be available under such definition), or (ii) the payment or
distribution of such amount or benefit would be exempt from the application of
Section 409A of the Code by reason of the short-term deferral exemption or
otherwise.  This provision does not prohibit the vesting of any option
upon a Change in Control, Disability or separation from service, however
defined.  If this provision prevents the payment or distribution of
any amount or benefit, such payment or distribution shall be made on the next
earliest payment or distribution date or event specified in the applicable
agreement that is permissible under Section 409A.

    


    2.         If
any one or more options granted under the Plan to a Participant could qualify
for any separation pay exemption described in Treas. Reg. Section
1.409A-1(b)(9), but such options in the aggregate exceed the dollar limit
permitted for the separation pay exemptions, the Company (acting through the
Committee or the Head of Human Resources) shall determine which options or
portions thereof will be subject to such exemptions.

    


    3.         Notwithstanding
anything in the Plan or in any applicable agreement to the contrary, if any
amount or benefit that would constitute non-exempt “deferred compensation” for
purposes of Section 409A of the Code would otherwise be payable or distributable
under this Plan or in any notice applicable agreement by reason of a
Participant’s separation from service during a period in which the Participant
is a Specified Employee (as defined below), then, subject to any permissible
acceleration of payment by the Committee under Treas. Reg. Section
1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes):

    


    (i) if
the payment or distribution is payable in a lump sum, the Participant’s right to
receive payment or distribution of such non-exempt deferred compensation will be
delayed until the earlier of the Participant’s death or the first day of the
seventh month following the Participant’s separation from service;
and

    


    (ii) if
the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month
period immediately following the Participant’s separation from service will be
accumulated and the Participant’s right to receive payment or distribution of
such accumulated amount will be delayed until the earlier of the Participant’s
death or the first day of the seventh month following the Participant’s
separation from service, whereupon the accumulated amount will be paid or
distributed to the Participant and the normal payment or distribution schedule
for any remaining payments or distributions will resume.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder, provided,
however, that, as permitted in such final regulations, the Company’s Specified
Employees and its application of the six-month delay rule of Code Section
409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the
Board or any committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of the Company,
including this Plan.

    


    


    23.            DEFINITIONS. As used in this Plan, the
following terms will have the following meanings:

    


    "Award"
means any award under this Plan, including any Option, Restricted Stock or Stock
Bonus.

    


    "Award
Agreement" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

    


    "Board"
means the Board of Directors of the Company.

    


    "Cause"
means the commission of an act of theft, embezzlement, fraud, dishonesty or a
breach of fiduciary duty to the Company or a Parent or Subsidiary of the
Company.

    


    "Code"
means the Internal Revenue Code of 1986, as amended.  Reference to a
specific Section of the Code or regulation thereunder shall include such Section
or regulation, any valid regulation promulgated under such Section, and any
comparable provision of any future law, legislation or regulation amending,
supplementing or superseding such Section or regulation.

    


    "Committee"
means the Compensation Committee of the Board.

    


    "Company"
means Lexar Media, Inc. or any successor corporation.

    


    "Disability"means
a disability, whether temporary or permanent, partial or total, as determined by
the Committee. Notwithstanding the foregoing, for any Options that constitute a
nonqualified deferred compensation plan within the meaning of Section 409A(d) of
the Code, “Disability” has the meaning given such term in Section 409A of the
Code.

    


    "Exchange
Act" means the Securities Exchange Act of 1934, as amended.

    


    "Exercise
Price" means the price at which a holder of an Option may purchase the
Shares issuable upon exercise of the Option.

    


    "Fair Market
Value" means, as of any date, the value of a share of the Company's
Common Stock determined as follows:

     

    (a)     if such
Common Stock is then quoted on the Nasdaq National Market, its closing price on
the Nasdaq National Market on the date of determination as reported in The Wall Street
Journal;

     

    (b)     if such
Common Stock is publicly traded and is then listed on a national securities
exchange, its closing price on the date of determination on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading as reported in The Wall Street
Journal;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)     if such
Common Stock is publicly traded but is not quoted on the Nasdaq National Market
nor listed or admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in
The Wall Street
Journal;

     

    (d)     in the
case of an Award made on the Effective Date, the price per share at which shares
of the Company's Common Stock are initially offered for sale to the public by
the Company's underwriters in the initial public offering of the Company's
Common Stock pursuant to a registration statement filed with the SEC under the
Securities Act; or

     

    (e)     if none
of the foregoing is applicable, by the Committee in good faith.

    


    "Family
Member" includes any of the following:

     

    (a)
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 of the Participant, including
any such person with such relationship to the Participant by
adoption;

     

    (b)
any
person (other than a tenant or employee) sharing the Participant's
household;

     

    (c)
a
trust in which the persons in (a) and (b) have more than fifty percent of the
beneficial interest;

     

    (d)
a
foundation in which the persons in (a) and (b) or the Participant control the
management of assets; or

     

    (e)
any
other entity in which the persons in (a) and (b) or the Participant own more
than fifty percent of the voting interest.

    


    "Insider"
means an officer or director of the Company or any other person whose
transactions in the Company's Common Stock are subject to Section 16 of the
Exchange Act.

    


    "Option"
means an award of an option to purchase Shares pursuant to Section
5.

    


    "Outside
Director" means a member of the Board who is not an employee of the
Company or any Parent, Subsidiary or Affiliate of the Company.

    


    "Parent"
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if each of such corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.

    


    "Participant"
means a person who receives an Award under this Plan.

    


    "Performance
Factors" means the factors selected by the Committee from among the
following measures to determine whether the performance goals established by the
Committee and applicable to Awards have been satisfied:

    


    (a)         
  Net revenue and/or net revenue growth;

     

    (b)    Earnings
before income taxes and amortization and/or earnings before income taxes and
amortization growth;

    


    (c)           
Operating income and/or operating income growth;

    


    (d)           
Net income and/or net income growth;

    


    (e)         
  Earnings per share and/or earnings per share growth;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (f)           
Total stockholder return and/or total stockholder return growth;

    


    (g)           
Return on equity;

    


    (h)           
Operating cash flow return on income;

    


    (i)         
   Adjusted operating cash flow return on income;

    


    (j)        
    Economic value added; and

    


    (k)           
Individual confidential business objectives.

    


    "Performance
Period" means the period of service determined by the Committee, not to
exceed five years, during which years of service or performance is to be
measured for Restricted Stock Awards or Stock Bonuses.

    


    "Plan"
means this Lexar Media, Inc. 2000 Equity Incentive Plan, as amended from time to
time.

    


    "Restricted Stock
Award" means an award of Shares pursuant to Section 6.

    


    "SEC" means
the Securities and Exchange Commission.

    


    "Securities
Act" means the Securities Act of 1933, as amended.

    


    "Shares"
means shares of the Company's Common Stock reserved for issuance under this
Plan, as adjusted pursuant to Sections 2 and 18, and any successor
security.

    


    "Stock
Bonus" means an award of Shares, or cash in lieu of Shares, pursuant to
Section 7.

    


    "Subsidiary"
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

    


    "Termination"
or "Terminated"
means, for purposes of this Plan with respect to a Participant, that the
Participant has for any reason ceased to provide services as an employee,
officer, director, consultant, independent contractor, or advisor to the Company
or a Parent or Subsidiary of the Company. An employee will not be deemed to have
ceased to provide services in the case of (i) sick leave, (ii) military leave,
or (iii) any other leave of absence approved by the Committee, provided, that
such leave is for a period of not more than 90 days, unless reemployment upon
the expiration of such leave is guaranteed by contract or statute or unless
provided otherwise pursuant to formal policy adopted from time to time by the
Company and issued and promulgated to employees in writing. In the case of any
employee on an approved leave of absence, the Committee may make such provisions
respecting suspension of vesting of the Award while on leave from the employ of
the Company or a Subsidiary as it may deem appropriate, except that in no event
may an Option be exercised after the expiration of the term set forth in the
Option agreement. The Committee will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the "Termination
Date").

    


    "Unvested
Shares" means "Unvested Shares" as defined in the Award
Agreement.

    


    "Vested
Shares" means "Vested Shares" as defined in the Award
Agreement.