Prepared and filed by St Ives Burrups


 

EXHIBIT 10.2C

NPS
  PHARMACEUTICALS, INC.

1994 EQUITY INCENTIVE PLAN

  (reflects all amendments by the Board
  of Directors through December 2002)

	1 	PURPOSES.



  1.1 The purpose of the 1994 Equity Incentive Plan
    (the “Plan”) is to provide a means by which employees of and consultants
    to the Company, and its Affiliates, may be given an opportunity to benefit
    from increases in value of the stock of the Company through the granting of
    (a) Incentive Stock Options, (b) Nonstatutory Stock Options, (c) stock bonuses,
    (d) rights to purchase restricted stock, and (e) stock appreciation rights,
    all as defined below.

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

  1.3 The Company intends
    that the Stock Awards issued under the Plan shall, in the discretion of the
    Board or any Committee to which responsibility for administration of the Plan
    has been delegated pursuant to subsection 3.3, be either (a) Options granted
    pursuant to paragraph 6 hereof, including Incentive Stock Options and Nonstatutory
    Stock Options, (b) stock bonuses or rights to purchase restricted stock granted
    pursuant to paragraph 7 hereof, or (c) stock appreciation rights granted pursuant
    to paragraph 8 hereof. All Options shall be separately designated Incentive
    Stock Options or Nonstatutory Stock Options at the time of grant, and in such
    form as issued pursuant to section 6, and a separate certificate or certificates
    will be issued for shares purchased on exercise of each type of Option.



	2  	DEFINITIONS.



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

  2.2 “Board” means the
    Board of Directors of the Company.

  2.3 “Code”
    means the Internal Revenue Code of 1986, as amended.

  2.4 “Committee”
    means a Committee appointed by the Board in accordance with subsection 3.3
    of the Plan.

  2.5 “Company”
    means NPS Pharmaceuticals, Inc., a Delaware corporation.

  2.6 “Concurrent
    Stock Appreciation Right” or “Concurrent Right” means a
    right granted pursuant to subsection 8.2.2 of the Plan.

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



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  2.8  “Continuous Status as an Employee, Director
    or Consultant” means the employment or relationship as an Employee,
    Director or Consultant is not interrupted or terminated by the Company or
    any Affiliate. The Board, in its sole discretion, may determine whether Continuous
    Status as an Employee, Director or Consultant shall be considered interrupted
    in the case of: (a) any leave of absence approved by the Board, including
    sick leave, military leave, or any other personal leave; provided, however,
    that for purposes of Incentive Stock Options and Stock Appreciation Rights
    appurtenant thereto, any such leave may not exceed ninety (90) days, unless
    reemployment upon the expiration of such leave is guaranteed by contract (including
    certain Company policies) or statute; or (b) transfers between locations
    of the Company or between the Company, Affiliates or its successor. 

  2.9  “Day of Determination”
    means the date of the occurrence of an event that requires the determination
    of the Fair Market Value of an award made hereunder. 

  2.10 “Director”
    means a member of the Board.

  2.11 “Disability”
    means total and permanent disability as defined in Section 22(e)(3) of
    the Code.

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

  2.13 “Exchange
    Act” means the Securities Exchange Act of 1934, as amended.

  
    2.14 “Fair Market Value” means, as of any date,
      the value of the common stock of the Company as determined as follows: 

  

  
2.14.1 If the common stock is
      listed on any established stock exchange or a national market system, including
      without limitation the National Market System of the National Association
      of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System,
      the Fair Market Value of a share of common stock shall be the closing price
      for such stock on the Day of Determination as quoted on such system as reported
      in the Wall Street Journal or such other source as the Board deems reliable.
      In the event the Day of Determination falls on a date that the NASDAQ system
      is closed, then the Fair Market Value shall be the closing sales price for
      such stock on the last market trading day prior to the Day of Determination
      as quoted on such system as reported in the Wall Street Journal or such
      other source as the Board deems reliable. 

    2.14.2   If the common
      stock is quoted on the NASDAQ System (but not on the National Market System
      thereof) or is regularly quoted by a recognized securities dealer but selling
      prices are not reported, the Fair Market Value of a share of common stock
      shall be the mean between the bid and asked prices for the common stock
      on the last market trading day prior to the day of determination, as reported
      in the Wall Street Journal or such other source as the Board deems reliable;

    2.14.3  In the absence
      of an established market for the common stock, the Fair Market Value shall
      be determined in good faith by the Board.


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

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  2.16 “Independent Stock Appreciation Right” or
    “Independent Right” means a right granted under subsection 8.2.3
    of the Plan.

  2.17 “Non-employee Director”
    means a Director: (a) who is not, at the time of approval of an award
    under the Plan, an Officer or Employee of the Company or an Affiliate of the
    Company; and (b) who is otherwise considered to be a “Non-employee
    Director” in accordance with Rule 16b-3(b)(3), or any other applicable
    rules, regulations or interpretations of the Securities and Exchange Commission.

  2.18 “Nonstatutory Stock Option”
    means an Option not intended to qualify as an Incentive Stock Option or an
    Incentive Stock Option which, subsequent to its date of grant, no longer qualifies
    as an Incentive Stock Option under Section 422 of the Code. 

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

  2.20 “Option” means
    a stock option granted pursuant to the Plan.

  2.21 “Option Agreement”
    means a written agreement between the Company and an Optionee evidencing the
    terms and conditions of an individual Option grant. The Option Agreement is
    subject to the terms and conditions of the Plan.

  2.22 “Optionee” means
    an Employee, Director or Consultant who holds an outstanding Option.

  2.23 “Plan” means this
    1994 Equity Incentive Plan.

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

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

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

  2.27 “Stock Award Agreement”
    means a written agreement including an Option Agreement between the Company
    and a holder of a Stock Award evidencing the terms and conditions of an individual
    Stock Award grant. The Stock Award Agreement is subject to the terms and conditions
    of the Plan.

  2.28 “Tandem Stock Appreciation
    Right” or “Tandem Right” means a right granted under subsection
    8.2.1 of the Plan.




	3	 ADMINISTRATION.



  3.1 The Plan shall be administered by the Board unless and
    until the Board delegates administration to a Committee, as provided in subsection
    3.3.

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




  3.2.1 To determine from time to
    time which of the persons eligible under the Plan shall be granted Stock Awards;
    when and how Stock Awards shall be granted; whether a Stock Award 




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




  
    3.2.2 To construe and interpret the Plan and Stock Awards
      granted under it, and to establish, amend and revoke rules and regulations
      for its administration. The Board, in the exercise of this power, may correct
      any defect, omission or inconsistency in the Plan or in any Stock Award
      Agreement, in a manner and to the extent it shall deem necessary or expedient
      to make the Plan fully effective. 
    
3.2.3 To amend the Plan as provided
      in Section 14.

    3.2.4 Generally, to exercise such
      powers and to perform such acts as the Board deems necessary or expedient
      to promote the best interests of the Company.

  





  3.3 The Board may delegate administration of the Plan to a
    committee composed of not fewer than two (2) members (the “Committee”),
    all of the members of which Committee shall be Non-employee Directors, if
    required and as defined by the provisions of subsection 3.4. If administration
    is delegated to a Committee, the Committee shall have, in connection with
    the administration of the Plan, the powers theretofore possessed by the Board
    (and references in this Plan to the Board shall thereafter be to the Committee),
    subject, however, to such resolutions, not inconsistent with the provisions
    of the Plan, as may be adopted from time to time by the Board. The Board may
    abolish the Committee at any time and revest in the Board the administration
    of the Plan. Notwithstanding anything in this Section 3 to the contrary, the
    Board or the Committee may delegate to a committee of one or more members
    of the Board the authority to grant options to eligible persons who are not
    then subject to Section 16 of the Securities Exchange Act of 1934, as amended
    (the “Exchange Act”).

  3.4 Any requirement that an administrator
    of the Plan be a Non-employee Director shall not apply if the Board or the
    Committee expressly declares that such requirement shall not apply. Any Non-employee
    Director shall otherwise comply with the requirements of Rule 16b-3.




	4	 SHARES SUBJECT TO THE PLAN.



  4.1 Subject to the provisions of Section 13 relating to adjustments
    upon changes in stock, the stock that may be issued pursuant to Stock Awards
    shall not exceed in the aggregate one million seven hundred two thousand five
    hundred three (1,702,503) shares of the Company's common stock. If any Stock
    Award shall for any reason expire or otherwise terminate without having been
    exercised in full, the stock not purchased under such Stock Award shall again
    become available for the Plan. Shares subject to Stock Appreciation Rights
    exercised in accordance with Section 8 of the Plan shall not be available
    for subsequent issuance under the Plan.

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



	5	ELIGIBILITY.



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



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  5.2 No Officer or Director shall be eligible for the benefits
    of the Plan unless at the time discretion is exercised in the selection of
    an Officer or Director as a person to whom Stock Awards may be granted, or
    in the determination of the number of shares which may be covered by Stock
    Awards granted to the Officer or Director, the Plan otherwise complies with
    the requirements of Rule 16b-3. This subsection 5.2 shall not apply if the
    Board or Committee expressly declares that it shall not apply.

  5.3 No person shall be eligible for the grant
    of an Incentive Stock Option if, at the time of grant, such person owns (or
    is deemed to own pursuant to Section 424(d) of the Code) stock possessing
    more than ten percent (10%) of the total combined voting power of all classes
    of stock of the Company or of any of its Affiliates unless the exercise price
    of such Incentive Stock Option is at least one hundred ten percent (110%)
    of the Fair Market Value of such stock at the date of grant and the Incentive
    Stock Option is not exercisable after the expiration of five (5) years from
    the date of grant.


  	6 	OPTION PROVISIONS.


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

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

  6.2 Price. The exercise price
    of each Incentive Stock Option shall be not less than one hundred percent
    (100%) of the Fair Market Value of the stock subject to the Option on the
    date the Option is granted. The exercise price of each Nonstatutory Stock
    Option shall be the price established by the Board or a Committee established
    by the Board in accordance with subsection 3.3.

  6.3 Consideration. The purchase
    price of stock acquired pursuant to an Option shall be paid, to the extent
    permitted by applicable statutes and regulations, either (a) in cash at the
    time the option is exercised, or (b) by delivery of already-owned shares of
    common stock of the Company, held by the Optionee for at least six (6) months,
    or a combination of cash and already-owned shares of common stock of the Company,
    or (c) according to a deferred payment or other arrangement (which may include,
    without limiting the generality of the foregoing, the use of other common
    stock of the Company) with the person to whom the Option is granted or to
    whom the Option is transferred pursuant to subsection 6.4, or (d) as required
    in the discretion of the Board or the Committee, either at the time of the
    grant or exercise of the Option, or (e) a combination of (a), (b), (c), and/or
    (d) above.

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

  
    	6.4 	Transferability. 


    6.4.1 Incentive Stock Options.
      In order for an Option to qualify for treatment as an Incentive Stock Option,
      it may not be transferable except by will or by the laws of descent and
      distribution. In the event an Optionee transfers such Option, such transfer
      shall constitute a disqualifying event and the Option shall no longer qualify
      as an Incentive Stock Option but shall be considered a Nonstatutory Stock
      Option under the terms of this Plan.


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  6.4.2 Nonstatutory Stock Option.
    The Board or Committee may, in its discretion, authorize all or a portion
    of the Nonstatutory Stock Options to be granted to an Optionee to be on terms
    that permit transfer by such Optionee to (a) the spouse, children or grandchildren
    of the Optionee (“Immediate Family Members”), (b) a trust or trusts
    for the exclusive benefit of such Immediate Family Members, or (c) a partnership
    in which such Immediate Family Members are the only partners, provided that
    (i) there may be no consideration for any such transfer, (ii) the stock option
    agreement pursuant to which such Options are granted must expressly provide
    for transferability in a manner consistent with this Section, (iii) subsequent
    transfers of transferred options shall be prohibited except those occurring
    by will or the laws of descent and distribution, and (iv) the Options shall
    continue to be subject to all the terms and conditions that applied prior
    to transfer in the same manner and to the same extent as non-transferred options,
    including Sections 6.5 Vesting; 6.6 Securities Law Compliance; 6.7 Termination
    of Employment; 6.8 Disability of Optionee; and 6.9 Death of Optionee. The
    Options shall be exercisable by the transferee only to the extent, and for
    the periods specified in such sections. The Company expressly disclaims any
    obligation to provide notice to a transferee of the termination of the Option.

  Unless transfer by an Optionee is specifically
    provided for in the Option Agreement, a Nonstatutory Stock Option shall not
    be transferable except by will or by the laws of descent and distribution
    or pursuant to a qualified domestic relations order as defined by the Code
    or Title I of the Employee Retirement Income Security Act, or the rules thereunder
    (a “QDRO”), and shall be exercisable during the lifetime of the
    person to whom the Nonstatutory Stock Option is granted only by such person
    or any transferee pursuant to a QDRO.




  6.5 Vesting. The total number of shares of stock subject
    to an Option may, but need not, be allotted in periodic installments (which
    may, but need not, be equal). The Option Agreement may provide that from time
    to time during each of such installment periods, the Option may become exercisable
    (“vest”) with respect to some or all of the shares allotted to
    that period, and may be exercised with respect to some or all of the shares
    allotted to such period and/or any prior period as to which the Option became
    vested but was not fully exercised. The Option may be subject to such other
    terms and conditions on the time or times when it may be exercised (which
    may be based on performance criteria) as the Board may deem appropriate. The
    provisions of this subsection 6.5 are subject to any Option provisions governing
    the minimum number of shares as to which an Option may be exercised.

  6.6 Securities Law Compliance.
    The Company may require any Optionee, or any person to whom an Option is transferred
    under subsection 6.4, as a condition of exercising any such Option, (a) to
    give written assurances satisfactory to the Company as to the Optionee's knowledge
    and experience in financial and business matters and/or to employ a purchaser
    representative reasonably satisfactory to the Company who is knowledgeable
    and experienced in financial and business matters, and that he or she is capable
    of evaluating, alone or together with the purchaser representative, the merits
    and risks of exercising the Option; and (b) to give written assurances
    satisfactory to the Company stating that such person is acquiring the stock
    subject to the Option for such person's own account and not with any present
    intention of selling or otherwise distributing the stock. These requirements,
    and any assurances given pursuant to such requirements, shall be inoperative
    if (i) the issuance of the shares upon the exercise of the Option has
    been registered under a then currently effective registration statement under
    the Securities Act of 1933, as amended (the “Securities Act”),
    or (ii) as to any particular requirement, a determination is made by
    counsel for the Company that such requirement need not be met in the circumstances
    under the then applicable securities laws.

  6.7 Termination of Employment
    or Relationship as an Employee, Director or Consultant. In the event an
    Optionee’s Continuous Status as an Employee, Director or Consultant terminates
    (other than upon the Optionee’s death or Disability), the Optionee may exercise
    his or her Option, but only within such



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period of time as is determined by
  the Board, and only to the extent that the Optionee was entitled to exercise
  it at the date of termination (but in no event later than the expiration of
  the term of such Option as set forth in the Option Agreement). In the case of
  an Incentive Stock Option, the Board shall determine such period of time (in
  no event to exceed three (3) months from the date of termination) when the Option
  is granted. If, at the date of termination, the Optionee is not entitled to
  exercise his or her entire Option, the shares covered by the unexercisable portion
  of the Option shall revert to the Plan. If, after termination, the Optionee
  does not exercise his or her Option within the time specified in the Option
  Agreement, the Option shall terminate, and the shares covered by such Option
  shall revert to the Plan.


  6.8 Retirement of Optionee. Notwithstanding any contrary
    Plan provision, in the event an Optionee’s employment as an Employee,
    Director, or Consultant terminates due to Optionee’s Retirement, the
    Optionee shall vest in that number of shares subject to the Option that would
    have vested had the Optionee remained an Employee, Director or Consultant
    for an additional two (2) years from the date of Retirement. In addition,
    the Option shall remain exercisable until the expiration of its term. For
    purposes of this paragraph, Retirement shall mean the termination of service
    with the Company or an Affiliate of an Optionee on or after the date on which
    the Optionee’s number of completed years of service with the Company
    or Affiliate and age equal or exceed seventy (70) (including termination due
    to death or Disability after such time).

  6.9 Disability of Optionee.
    In the event an Optionee’s Continuous Status as an Employee, Director
    or Consultant terminates as a result of the Optionee’s Disability, the
    Optionee may exercise his or her Option, but only within twelve (12) months
    from the date of such termination (or such shorter period specified in the
    Option Agreement), and only to the extent that the Optionee was entitled to
    exercise it at the date of such termination (but in no event later than the
    expiration of the term of such Option as set forth in the Option Agreement).
    If, at the date of termination, the Optionee is not entitled to exercise his
    or her entire Option, the shares covered by the unexercisable portion of the
    Option shall revert to the Plan. If, after termination, the Optionee does
    not exercise his or her Option within the time specified herein, the Option
    shall terminate, and the shares covered by such Option shall revert to the
    Plan.

  6.10 Death of Optionee. In
    the event of the death of an Optionee, the Option may be exercised, at any
    time within eighteen (18) months following the date of death (or such shorter
    period specified in the Option Agreement) (but in no event later than the
    expiration of the term of such Option as set forth in the Option Agreement),
    by the Optionee’s estate or by a person who acquired the right to exercise
    the Option by bequest or inheritance, but only to the extent the Optionee
    was entitled to exercise the Option at the date of death. If, at the time
    of death, the Optionee was not entitled to exercise his or her entire Option,
    the shares covered by the unexercisable portion of the Option shall revert
    to the Plan. If, after death, the Optionee's estate or a person who acquired
    the right to exercise the Option by bequest or inheritance does not exercise
    the Option within the time specified herein, the Option shall terminate, and
    the shares covered by such Option shall revert to the Plan.

  6.11 Early Exercise. The
    Option may, but need not, include a provision whereby the Optionee may elect
    at any time while an Employee, Director or Consultant to exercise the Option
    as to any part or all of the shares subject to the Option prior to the full
    vesting of the Option. Any nonvested shares so purchased may be subject to
    a repurchase right in favor of the Company or to any other restriction the
    Board determines to be appropriate. 

  6.12 Withholding. To the
    extent provided by the terms of an Option Agreement, the Optionee may satisfy
    any federal, state or local tax withholding obligation relating to the exercise
    of such Option by any of the following means or by a combination of such means:
    (a) tendering a cash payment; (b) authorizing the Company to withhold shares
    from the shares of the common stock otherwise issuable to the participant
    as a result of the exercise of the Option; or (c) delivering to the Company
    owned and unencumbered shares of the common stock of the Company.



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  6.13 Re-Load Options. Without in any way limiting the
    authority of the Board or Committee to make or not to make grants of Options
    hereunder, the Board or Committee shall have the authority (but not an obligation)
    to include as part of any Option Agreement a provision entitling the Optionee
    to a further Option (a “Re-Load Option”) in the event the Optionee
    exercises the Option evidenced by the Option agreement, in whole or in part,
    by surrendering other shares of Common Stock in accordance with this Plan
    and the terms and conditions of the Option Agreement. Any such Re-Load Option
    (i) shall be for a number of shares equal to the number of shares surrendered
    as part or all of the exercise price of such Option; (ii) shall have an expiration
    date which is the same as the expiration date of the Option the exercise of
    which gave rise to such Re-Load Option; and (iii) shall have an exercise price
    which is equal to one hundred percent (100%) of the Fair Market Value of the
    Common Stock subject to the Re-Load Option on the date of exercise of the
    original Option or, in the case of a Re-Load Option which is an Incentive
    Stock Option and which is granted to a 10% stockholder (as described in subparagraph
    5.3), shall have an exercise price which is equal to one hundred ten percent
    (110%) of the Fair Market Value of the stock subject to the Re-Load Option
    on the date of exercise of the original Option.

  Any such Re-Load Option may be an
    Incentive Stock Option or a Non-qualified Stock Option, as the Board or Committee
    may designate at the time of the grant of the original Option, provided, however,
    that the designation of any Re-Load Option as an Incentive Stock Option shall
    be subject to the one hundred thousand dollars ($100,000) annual limitation
    on exercisability of Incentive Stock Options described in subparagraph 12.4
    of the Plan and in Section 422(d) of the Code. There shall be no Re-Load Options
    on a Re-Load Option. Any such Re-Load Option shall be subject to the availability
    of sufficient shares under subparagraph 4.1 and shall be subject to such other
    terms and conditions as the Board or Committee may determine.




	7	TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.




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

  7.1 Purchase Price. The purchase
    price under each stock purchase agreement shall be such amount as the Board
    or Committee shall determine and designate in such agreement. Notwithstanding
    the foregoing, the Board or the Committee may determine that eligible participants
    in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration
    for past services actually rendered to the Company or for its benefit.

  7.2 Transferability. No rights
    under a stock bonus or restricted stock purchase agreement shall be assignable
    by any participant under the Plan, either voluntarily or by operation of law,
    except where such assignment is required by law or expressly authorized by
    the terms of the applicable stock bonus or restricted stock purchase agreement.

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



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  7.4 Vesting. Shares of stock sold or awarded under
    the Plan may, but need not, be subject to a repurchase option in favor of
    the Company in accordance with a vesting schedule to be determined by the
    Board or the Committee.

  7.5 Termination of Employment
    or Relationship as an Employee, Director or Consultant. In the event a
    Participant’s Continuous Status as an Employee, Director or Consultant
    terminates, the Company may repurchase or otherwise reacquire any or all of
    the shares of stock held by that person which have not vested as of the date
    of termination under the terms of the stock bonus or restricted stock purchase
    agreement between the Company and such person.



	8	STOCK APPRECIATION RIGHTS.



  8.1 The Board or Committee shall have full power and authority,
      exercisable in its sole discretion, to grant Stock Appreciation Rights to
      Employees or Directors of or Consultants to, the Company or its Affiliates
      under the Plan. Each such right shall entitle the holder to a distribution
      based on the appreciation in the fair market value per share of a designated
      amount of stock.

  
    8.2 Three types of Stock Appreciation Rights shall be authorized
      for issuance under the Plan: 

  

  8.2.1 Tandem Stock Appreciation
    Rights. Tandem Rights will be granted appurtenant to an Option and will
    require the holder to elect between the exercise of the underlying Option
    for shares of stock and the surrender, in whole or in part, of such Option
    for an appreciation distribution equal to the excess of (a) the Fair Market
    Value (on the date of Option surrender) of vested shares of stock purchasable
    under the surrendered Option over (b) the aggregate exercise price payable
    for such shares.
     8.2.2 Concurrent Stock Appreciation
      Rights. Concurrent Rights will be granted appurtenant to an Option and
      may apply to all or any portion of the shares of stock subject to the underlying
      Option and will be exercised automatically at the same time the Option is
      exercised for those shares. The appreciation distribution to which the holder
      of such concurrent right shall be entitled upon exercise of the underlying
      Option shall be in an amount equal to the excess of (a) the aggregate fair
      market value (at date of exercise) of the vested shares purchased under
      the underlying Option with such concurrent rights over (b) the aggregate
      exercise price paid for those shares.

    8.2.3 Independent Stock Appreciation
      Rights. Independent Rights may be granted independently of any Option
      and will entitle the holder upon exercise to an appreciation distribution
      equal in amount to the excess of (a) the aggregate fair market value (at
      the date of exercise) of a number of shares of stock equal to the number
      of vested share equivalents exercised at such time (as described in subsection
      8.3.3 over (b) the aggregate fair market value of such number of shares
      of stock at the date of grant.






  8.3 The terms and conditions applicable to each Tandem Right,
    Concurrent Right and Independent Right shall be as follows:



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  	 	 	8.3.1	Tandem Rights.


  

  
    8.3.1.1 Tandem Rights may be tied
      to either Incentive Stock Options or Nonstatutory Stock Options. Each such
      right shall, except as specifically set forth below, be subject to the same
      terms and conditions applicable to the particular Option to which it pertains.
      If Tandem Rights are granted appurtenant to an Incentive Stock Option, they
      shall satisfy any applicable Treasury Regulations so as not to disqualify
      such Option as an Incentive Stock Option under the Code.
      8.3.1.2 The appreciation distribution
        payable on the exercised Tandem Right shall be in cash in an amount equal
        to the excess of (a) the fair market value (on the date of the Option
        surrender) of the number of shares of stock covered by that portion of
        the surrendered Option in which the optionee is vested over (b) the aggregate
        exercise price payable for such vested shares.


  

  	 	 	8.3.2	Concurrent Rights. 


  

  
    8.3.2.1 Concurrent Rights may
      be tied to any or all of the shares of stock subject to any Incentive Stock
      Option or Nonstatutory Stock Option grant made under the Plan. A Concurrent
      Right shall, except as specifically set forth below, be subject to the same
      terms and conditions applicable to the particular Option grant to which
      it pertains.
      8.3.2.2 A Concurrent Right shall
        be automatically exercised at the same time the underlying Option is exercised
        with respect to the particular shares of stock to which the Concurrent
        Right pertains.

      8.3.2.3 The appreciation distribution
        payable on an exercised Concurrent Right shall be in cash in an amount
        equal to such portion as shall be determined by the Board or the Committee
        at the time of the grant of the excess of (a) the aggregate fair market
        value (on the Exercise Date) of the vested shares of stock purchased under
        the underlying Option which have Concurrent Rights appurtenant to them
        over (b) the aggregate exercise price paid for such shares.


    	 	 	8.3.3	Independent Rights. 


    

    8.3.3.1 Independent Rights shall,
      except as specifically set forth below, be subject to the same terms and
      conditions applicable to Nonstatutory Stock Options as set forth in Section
      6. They shall be denominated in share equivalents.
      8.3.3.2 The appreciation distribution
        payable on the exercised Independent Right shall be in an amount equal
        to the excess of (a) the aggregate fair market value (on the date of the
        exercise of the Independent Right) of a number of shares of Company stock
        equal to the number of share equivalents in which the holder is vested
        under such Independent right, and with respect to which the holder is
        exercising the Independent Right on such date, over (b) the aggregate
        fair market value (on the date of the grant of the Independent Right)
        of such number of shares of Company stock.

      8.3.3.3 The appreciation distribution
        payable on the exercised Independent Right may be paid, in the discretion
        of the Board or the Committee, in cash, in shares of stock or in a combination
        of cash and stock. Any shares of stock so distributed shall be valued
        at fair market value on the date the Independent Right is exercised.


  

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        8.3.4 Terms Applicable to Tandem Rights, Concurrent
          Rights and Independent Rights.

        8.3.4.1 To exercise any outstanding
          Tandem, Concurrent or Independent Right, the holder must provide written
          notice of exercise to the Company in compliance with the provisions
          of the instrument evidencing such right. 
          8.3.4.2 If a Tandem, Concurrent,
            or Independent Right is granted to an individual who is at the time
            subject to Section 16(b) of the Exchange Act (a “Section 16(b)
            Insider”), then the instrument of grant shall incorporate all
            the terms and conditions at the time necessary to assure that the
            subsequent exercise of such right shall qualify for the safe-harbor
            exemption from short-swing profit liability provided by Rule 16b-3
            promulgated under the Exchange Act (or any successor rule or regulation).

          8.3.4.3 No limitation shall
            exist on the aggregate amount of cash payments the Company may make
            under the Plan in connection with the exercise of Tandem, Concurrent
            or Independent Rights.


      



	9	CANCELLATION AND RE-GRANT OF OPTIONS.



  The Board or the Committee shall have the authority to effect,
    at any time and from time to time, with the consent of the affected holders
    of Options and/or Stock Appreciation Rights, (a) the repricing of any
    outstanding Options and/or any Stock Appreciation Rights under the Plan and/or
    (b) the cancellation of any outstanding Options and/or any Stock Appreciation
    Rights under the Plan and the grant in substitution therefor of new Options
    and/or Stock Appreciation Rights under the Plan covering the same or different
    numbers of shares of stock, but having an exercise price per share not less
    than one hundred percent (100%) of the Fair Market Value in the case of an
    Incentive Stock Option or, in the case of a 10% stockholder (as described
    in subparagraph 5.3), not less than one hundred ten percent (110%) of the
    Fair Market Value per share of stock on the new grant date.



	10	COVENANTS OF THE COMPANY.



  10.1 During the terms of the Stock Awards, the Company shall
    keep available at all times the number of shares of stock required to satisfy
    such Stock Awards up to the number of shares of stock authorized under the
    Plan.

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



	11	USE OF PROCEEDS FROM STOCK.



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



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	12 	MISCELLANEOUS.



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

  12.2 Neither an Optionee nor any
    person to whom an Option is transferred under subsection 6.4 shall be deemed
    to be the holder of, or to have any of the rights of a holder with respect
    to, any shares subject to such Option unless and until such person has satisfied
    all requirements for exercise of the Option pursuant to its terms.

  12.3 Nothing in the Plan or any
    instrument executed or Stock Award granted pursuant thereto shall confer upon
    any Employee, Director, Consultant, Optionee, or other holder of Stock Awards
    any right to continue in the employ of the Company or any Affiliate (or to
    continue acting as a Director or Consultant) or shall affect the right of
    the Company or any Affiliate to terminate the employment or relationship as
    a Director or Consultant of any Employee, Director, Consultant or Optionee
    with or without cause.

  12.4 To the extent that the aggregate
    Fair Market Value (determined at the time of grant) of stock with respect
    to which Incentive Stock Options granted after 1986 are exercisable for the
    first time by any Optionee during any calendar year under all plans of the
    Company and its Affiliates exceeds one hundred thousand dollars ($100,000),
    the Options or portions thereof which exceed such limit (according to the
    order in which they were granted) shall be treated as Nonstatutory Stock Options.



	13	ADJUSTMENTS UPON CHANGES IN STOCK.



  13.1 If any change is made in the stock subject
    to the Plan, or subject to any Stock Award (through merger, consolidation,
    reorganization, recapitalization, stock dividend, dividend in property other
    than cash, stock split, liquidating dividend, combination of shares, exchange
    of shares, change in corporate structure or otherwise), the Plan and outstanding
    Stock Awards will be appropriately adjusted in the class(es) and maximum number
    of shares subject to the Plan and the class(es) and number of shares and price
    per share of stock subject to outstanding Stock Awards.

  13.2 In the event of: (a) a merger
    or consolidation in which the Company is not the surviving corporation; (b)
    a reverse merger in which the Company is the surviving corporation but the
    shares of the Company’s common stock outstanding immediately preceding
    the merger are converted by virtue of the merger into other property, whether
    in the form of securities, cash, or otherwise; (c) a strategic corporate event,
    such as a merger or acquisition, where the Company is technically the surviving
    entity, but where other elements of a change of control are present, i.e.
    change in management team or board composition; (d) a transaction which the
    Board determines in its sole discretion to constitute a change in control
    of the Company; or (e) any other capital reorganization in which more than
    50% of the shares of the Company entitled to vote are exchanged, then, the
    time during which such Stock Awards become vested or may be exercised shall
    be accelerated and such Stock Awards shall continue to be exercisable until
    the later of (i) twenty-four (24) months from the effective date of such event,
    or (ii) the time specified in the Option Agreement during which the Option
    is exercisable following an Optionee’s termination of service; provided,
    however, that in no event shall the Option be exercisable after the expiration
    of its term.



	14 	AMENDMENT OF THE PLAN.



  14.1 The Board at any time, and from time to time, may amend
    the Plan. However, except as provided in Section 13 relating to adjustments
    upon changes in stock, no amendment shall be effective



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   unless approved by the stockholders
  of the Company within twelve (12) months before or after the adoption of the
  amendment, where the amendment will:


  14.1.1 Increase the number of shares
    reserved for Stock Awards under the Plan;
14.1.2  Modify the requirements
      as to eligibility for participation in the Plan to the extent such modification
      requires stockholder approval in order for the Plan to satisfy the requirements
      of Sections 162(m) and 422 of the Code; or

    14.1.3 Modify the Plan in any
      other way if such modification requires stockholder approval in order for
      the Plan to satisfy the requirements of Section 422 of the Code or to comply
      with the requirements of Rule 16b-3.





  14.2 It is expressly contemplated that the Board may amend
    the Plan in any respect the Board deems necessary or advisable to provide
    under the provisions of the Code and the regulations promulgated thereunder
    relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
    Stock Options granted under it into compliance therewith.

  14.3 Rights and obligations under
    any Stock Award granted before amendment of the Plan shall not be altered
    or impaired by any amendment of the Plan unless (a) the Company requests the
    consent of the person to whom the Stock Award was granted and (b) such person
    consents in writing.




	15	TERMINATION OR SUSPENSION OF THE PLAN.



  15.1 The Board may suspend or terminate the Plan at any time.
    Unless sooner terminated, the Plan shall terminate on midnight, January 6,
    2004. No Stock Awards may be granted under the Plan while the Plan is suspended
    or after it is terminated.

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



	16 	EFFECTIVE DATE OF PLAN.



  The Plan shall become effective
    as determined by the Board, but no Stock Awards granted under the Plan shall
    be exercisable unless and until the Plan has been approved by the stockholders
    of the Company.



  

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