**EXHIBIT 10.1**
**SOLECTRON CORPORATION**
**2002 STOCK PLAN**
Amended as of February 22, 2005
     1. Purposes of the Plan. The purposes of this 2002 Stock Plan are:
 •  to attract and retain the best available personnel for positions ofsubstantial responsibility,  •  to provide additional incentive to Employees, Directors and Consultants, and  •  to promote the success of the Company’s business.
     Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options,as determined by the Administrator at the time of grant.
     2. Definitions. As used herein, the following definitions shall apply:
       (a) “Administrator” means the Board or any of its Committees as shall be administeringthe Plan, in accordance with Section 4 of the Plan.
       (b) “Applicable Laws” means the requirements relating to the administration of stockoption plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code,any stock exchange or quotation system on which the Common Stock is listed or quoted and theapplicable laws of any foreign country or jurisdiction where Options are, or will be, granted underthe Plan.
       (c) “Board” means the Board of Directors of the Company.
       (d) “Change in Control” means the occurrence of any of the following events:
          (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing fifty percent (50%) or more of the totalvoting power represented by the Company’s then outstanding voting securities; or
          (ii) A change in the composition of the Board occurring within a two-year period, as a resultof which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”will mean directors who either (A) are directors of the Company as of the date hereof, or (B) areelected, or nominated for election, to the Board with the affirmative votes of at least a majorityof the Incumbent Directors at the time of such election or nomination (but will not include anindividual whose election or nomination is in connection with an actual or threatened proxy contestrelating to the election of directors to the Company); or
 

 

          (iii) The consummation of the sale or disposition by the Company of all or substantially allof the Company’s assets; or
          (iv) The consummation of a merger or consolidation of the Company with any other corporation,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.
       (e) “Code” means the Internal Revenue Code of 1986, as amended.
       (f) “Committee” means a committee of Directors appointed by the Board in accordancewith Section 4 of the Plan.
       (g) “Common Stock” means the common stock of the Company.
       (h) “Company” means Solectron Corporation, a Delaware corporation.
       (i) “Consultant” means any natural person, including an advisor, engaged by theCompany or a Parent or Subsidiary to render services to such entity.
       (j) “Director” means a member of the Board.
       (k) “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code.
       (l) “Employee” means any person, including Officers and Directors, employed by theCompany or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be anEmployee in the case of (i) any leave of absence approved by the Company or (ii) transfers betweenlocations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Forpurposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment uponexpiration of such leave is guaranteed by statute or contract. If reemployment upon expiration ofa leave of absence approved by the Company is not so guaranteed, then three (3) months followingthe 91st day of such leave, any Incentive Stock Option held by the Optionee shall ceaseto be treated as an Incentive Stock Option and shall be treated for tax purposes as a NonstatutoryStock Option. Neither service as a Director nor payment of a director’s fee by the Company shallbe sufficient to constitute “employment” by the Company.
       (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
       (n) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:
          (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market ofThe Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
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for such stock (or the closing bid, if no sales were reported) as quoted on such exchange orsystem on the day of determination, as reported in *The Wall Street Journal*or such other source asthe Administrator deems reliable;
          (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean betweenthe high bid and low asked prices for the Common Stock on the day of determination, as reported in*The Wall Street Journal*or such other source as the Administrator deems reliable;
          (iii) In the absence of an established market for the Common Stock, the Fair Market Valueshall be determined in good faith by the Administrator.
       (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
       (p) “Inside Director” means a Director who is an Employee.
       (q) “Nonstatutory Stock Option” means an Option not intended to qualify as anIncentive Stock Option.
       (r) “Notice of Grant” means a written or electronic notice evidencing certain termsand conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement.
       (s) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.
       (t) “Option” means a stock option granted pursuant to the Plan.
       (u) “Option Agreement” means an agreement between the Company and an Optioneeevidencing the terms and conditions of an individual Option grant. The Option Agreement is subjectto the terms and conditions of the Plan.
       (v) “Optioned Stock” means the Common Stock subject to an Option.
       (w) “Optionee” means the holder of an outstanding Option granted under the Plan.
       (x) “Outside Director” means a Director who is not an Employee.
       (y) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.
       (z) “Plan” means this 2002 Stock Plan, as amended and restated.
       (aa) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.
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       (bb) “Section 16(b) “ means Section 16(b) of the Exchange Act.
       (cc) “Service Provider” means an Employee, Director or Consultant.
       (dd) “Share” means a share of the Common Stock, as adjusted in accordance with Section14 of the Plan.
       (ee) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,as defined in Section 424(f) of the Code.
     3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,the maximum aggregate number of Shares that may be optioned and sold under the Plan is 35,000,000Shares plus (a) any Shares which have been reserved but not issued under the Company’s 1992 StockOption Plan (the “1992 Plan”) as of the date of stockholder approval of this Plan and (b) anyShares returned to the 1992 Plan as a result of termination of options or repurchase of Sharesissued under the 1992 Plan. The Shares may be authorized, but unissued, or reacquired CommonStock.
     If an Option expires or becomes unexercisable without having been exercised in full, theunpurchased Shares which were subject thereto shall become available for future grant or sale underthe Plan (unless the Plan has terminated); provided, however, that Shares that haveactually been issued under the Plan shall not be returned to the Plan and shall not becomeavailable for future distribution under the Plan, except that if Shares of restricted stock arerepurchased by the Company at their original purchase price, such Shares shall become available forfuture grant under the Plan.
     4. Administration of the Plan.
       (a) Procedure.
          (i) Multiple Administrative Bodies. Different Committees with respect to differentgroups of Service Providers may administer the Plan.
          (ii) Section 162(m). To the extent that the Administrator determines it to bedesirable to qualify Options granted hereunder as “performance-based compensation” within themeaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more“outside directors” within the meaning of Section 162(m) of the Code.
          (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy therequirements for exemption under Rule 16b-3.
          (iv) Other Administration. Other than as provided above, the Plan shall beadministered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfyApplicable Laws.
       (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator shall have the authority, in its discretion:
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          (i) to determine the Fair Market Value;
          (ii) to select the Service Providers to whom Options may be granted hereunder;
          (iii) to determine the number of shares of Common Stock to be covered by each Option grantedhereunder;
          (iv) to approve forms of agreement for use under the Plan;
          (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of anyOption granted hereunder. Such terms and conditions include, but are not limited to, the exerciseprice, the time or times when Options may be exercised (which may be based on performancecriteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction orlimitation regarding any Option or the Shares relating thereto, based in each case on such factorsas the Administrator, in its sole discretion, shall determine;
          (vi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
          (vii) to establish, amend and rescind rules and regulations relating to the Plan, includingrules and regulations relating to sub-plans established for the purpose of satisfying applicableforeign laws;
          (viii) to modify or amend each Option (subject to Section 15(c) of the Plan), including thediscretionary authority to extend the post-termination exercisability period of Options longer thanis otherwise provided for in the Plan;
          (ix) to allow Optionees to satisfy withholding tax obligations by electing to have the Companywithhold from the Shares to be issued upon exercise of an Option that number of Shares having aFair Market Value equal to the minimum amount required to be withheld. The Fair Market Value ofthe Shares to be withheld shall be determined on the date that the amount of tax to be withheld isto be determined. All elections by an Optionee to have Shares withheld for this purpose shall bemade in such form and under such conditions as the Administrator may deem necessary or advisable;
          (x) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Option previously granted by the Administrator;
          (xi) to correct any defect, supply any omission, or reconcile any inconsistency in the Plan,or in any Option Agreement, in a manner and to the extent it shall deem necessary, all of whichdeterminations and interpretations made by the Administrator shall be conclusive and binding on allOptionees, any other holders of Options and on their legal representatives and beneficiaries; and
          (xii) except to the extent prohibited by, or impermissible in order to obtain treatmentdesired by the Administrator under, applicable law or rule, to allocate or delegate all or anyportion of its powers and responsibilities to any one or more of its members or to any person(s)
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selected by it, subject to revocation or modification by the Administrator of such allocationor delegation.
          (xiii) to make all other determinations deemed necessary or advisable for administering thePlan.
       (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand interpretations shall be final and binding on all Optionees and any other holders of Options.
     5. Eligibility. Nonstatutory Stock Options may be granted to Service Providers.Incentive Stock Options may be granted only to Employees.
     6. Limitations.
       (a) Each Option shall be designated in the Option Agreement as either an Incentive StockOption or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extentthat the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Optionsare exercisable for the first time by the Optionee during any calendar year (under all plans of theCompany and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated asNonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall betaken into account in the order in which they were granted. The Fair Market Value of the Sharesshall be determined as of the time the Option with respect to such Shares is granted.
       (b) Neither the Plan nor any Option shall confer upon an Optionee any right with respect tocontinuing the Optionee’s relationship as a Service Provider with the Company, nor shall theyinterfere in any way with the Optionee’s right or the Company’s right to terminate suchrelationship at any time, with or without cause.
       (c) The following limitation shall apply to grants of Options:
          (i) No Service Provider shall be granted, in any fiscal year of the Company, Options topurchase more than 750,000 Shares.
          (ii) The foregoing limitation shall be adjusted proportionately in connection with any changein the Company’s capitalization as described in Section 13.
     7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall become effectiveupon its adoption by the Board. It shall continue in effect for a term of ten (10) years unlessterminated earlier under Section 15 of the Plan.
     8. Term of Option. The term of each Option shall be stated in the Option Agreement.In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grantor such shorter term as may be provided in the Option Agreement. Moreover, in the case of anIncentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option isgranted, owns stock representing more than ten percent (10%) of the total combined voting power ofall classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock
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Option shall be five (5) years from the date of grant or such shorter term as may be providedin the Option Agreement.
     9. Option Exercise Price and Consideration.
       (a) Exercise Price. The per share exercise price for the Shares to be issued pursuantto exercise of an Option shall be determined by the Administrator, subject to the following:
          (i) In the case of an Incentive Stock Option
             (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stockrepresenting more than ten percent (10%) of the voting power of all classes of stock of the Companyor any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the FairMarket Value per Share on the date of grant.
             (B) granted to any Employee other than an Employee described in paragraph (A) immediatelyabove, the per Share exercise price shall be no less than 100% of the Fair Market Value per Shareon the date of grant.
          (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall bedetermined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as“performance-based compensation” within the meaning of Section 162(m) of the Code, the per Shareexercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
          (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price ofless than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger orother corporate transaction.
       (b) Waiting Period and Exercise Dates. At the time an Option is granted, theAdministrator shall fix the period within which the Option may be exercised and shall determine anyconditions that must be satisfied before the Option may be exercised.
       (c) Form of Consideration. The Administrator shall determine the acceptable form ofconsideration for exercising an Option, including the method of payment. In the case of anIncentive Stock Option, the Administrator shall determine the acceptable form of consideration atthe time of grant. Such consideration may consist of (without limitation):
          (i) cash;
          (ii) check;
          (iii) other Shares, provided Shares acquired directly or indirectly from the Company, (A) havebeen owned by the Optionee for more than six (6) months on the date of surrender, and (B) have aFair Market Value on the date of surrender equal to the aggregate exercise price of the Shares asto which said Option shall be exercised;
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          (iv) consideration received by the Company under a cashless exercise program implemented bythe Company in connection with the Plan;
          (v) a reduction in the amount of any Company liability to the Optionee, including anyliability attributable to the Optionee’s participation in any Company-sponsored deferredcompensation program or arrangement;
          (vi) any combination of the foregoing methods of payment; or
          (vii) such other consideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws.
     10. Exercise of Option.
       (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereundershall be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Option Agreement. Unless the Administratorprovides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leaveof absence. An Option may not be exercised for a fraction of a Share.
          An Option shall be deemed exercised when the Company receives: (i) written or electronicnotice of exercise (in accordance with the Option Agreement) from the person entitled to exercisethe Option, and (ii) full payment for the Shares with respect to which the Option is exercised.Full payment may consist of any consideration and method of payment authorized by the Administratorand permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shallbe issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optioneeand his or her spouse or in the name of a family trust of which the Optionee is a trustee. Untilthe Shares are issued (as evidenced by the appropriate entry on the books of the Company or of aduly authorized transfer agent of the Company), no right to vote or receive dividends or any otherrights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding theexercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly afterthe Option is exercised; provided that if the Company shall be advised by counsel that certainrequirements under the Federal, state or foreign securities laws must be met before Shares may beissued under this Plan, the Company shall notify all persons who have been issued Options, and theCompany shall have no liability for failure to issue Shares under any exercise of Options becauseof delay while such requirements are being met or the inability of the Company to comply with suchrequirements. No adjustment will be made for a dividend or other right for which the record dateis prior to the date the Shares are issued, except as provided in Section 13 of the Plan.
          Exercising an Option in any manner shall decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Shares as to whichthe Option is exercised.
       (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be aService Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise hisor her Option within such period of time as is specified in the Option Agreement to the extent thatthe Option is vested on the date of termination (but in no event later than the expiration of the
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term of such Option as set forth in the Option Agreement). In the absence of a specified timein the Option Agreement, the Option shall remain exercisable for sixty (60) days following theOptionee’s termination. If, on the date of termination, the Optionee is not vested as to his orher entire Option, the Shares covered by the unvested portion of the Option shall revert to thePlan. If, after termination, the Optionee does not exercise his or her Option within the timespecified by the Administrator, the Option shall terminate, and the Shares covered by such Optionshall revert to the Plan.
       (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as aresult of the Optionee’s Disability, the Optionee may exercise his or her Option within such periodof time as is specified in the Option Agreement to the extent the Option is vested on the date oftermination (but in no event later than the expiration of the term of such Option as set forth inthe Option Agreement). In the absence of a specified time in the Option Agreement, the Optionshall remain exercisable for six (6) months following the Optionee’s termination. If, on the dateof termination, the Optionee is not vested as to his or her entire Option, the Shares covered bythe unvested portion of the Option shall revert to the Plan. If, after termination, the Optioneedoes 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.
       (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option maybe exercised following the Optionee’s death within such period of time as is specified in theOption Agreement to the extent that the Option is vested on the date of death (but in no event maythe Option be exercised later than the expiration of the term of such Option as set forth in theOption Agreement), by the Optionee’s designated beneficiary, provided such beneficiary has beendesignated prior to the Optionee’s death in a form acceptable to the Administrator. If no suchbeneficiary has been designated by the Optionee, then such Option may be exercised by the personalrepresentative of the Optionee’s estate or by the person(s) to whom the Option is transferredpursuant to the Optionee’s will or in accordance with the laws of descent and distribution. In theabsence of a specified time in the Option Agreement, the Option shall remain exercisable for nine(9) months following the Optionee’s death. If, at the time of death, the Optionee is not vested asto his or her entire Option, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan. If the Option is not so exercised within the time specifiedherein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
     11. Transferability of Options. Unless determined otherwise by the Administrator, anOption may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution and may be exercised, during thelifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable,such Option shall contain such additional terms and conditions as the Administrator deemsappropriate.
     12. Formula Option Grants to Outside Directors. Outside Directors shall beautomatically granted Options each year in accordance with the following provisions:
       (a) All Options granted pursuant to this Section shall be Nonstatutory Stock Options and,except as otherwise provided herein, shall be subject to the other terms and conditions of thePlan.
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       (b) Each person who first becomes an Outside Director on or after January 7, 2004, whetherthrough election by the stockholders of the Company or appointment by the Board to fill a vacancy,shall be automatically granted an Option to purchase 20,000 Shares (the “First Option”) on the datehe or she first becomes an Outside Director.
       (c) Each Outside Director shall be automatically granted an Option to purchase 20,000 Shares(a “Full Subsequent Option”) on December 1 of each year (beginning in 2004), provided such OutsideDirector was an Outside Director on or before the last day of the first quarter of the fiscal yearof the Company just ended.
       (d) On December 1 of each year, each Outside Director who was not an Outside Director on orbefore the last day of the first quarter of the fiscal year of the Company just ended shall beautomatically granted a pro-rated Full Subsequent Option (a “Partial Subsequent Option”) calculatedaccording to the number of quarters of service provided by such Outside Director in the just endedfiscal year of the Company. For purposes of this calculation, service for only a portion of thequarter shall be deemed service for the whole quarter.
       (e) Notwithstanding the provisions of subsections (b), (c) and (d) hereof, any exercise of anOption granted before the Company has obtained stockholder approval of the Plan in accordance withSection 19 hereof shall be conditioned upon obtaining such stockholder approval of the Plan inaccordance with Section 19 hereof.
       (f) The terms of each Option granted pursuant to subsections (b), (c) and (d) shall be asfollows:
          (i) the term of each Option shall be seven (7) years.
          (ii) each Option shall only be exercisable while the Outside Director remains a Director;provided, however, that if the Outside Director (i) provides five (5) years of continuous serviceas a Director or (ii) voluntarily resigns as a Director after attaining the age of seventy (70),then each Option shall remain exercisable until the end of its seven-year term.
          (iii) the exercise price per Share shall be 100% of the Fair Market Value per Share on thedate of grant of an Option.
          (iv) each Option shall vest as to 1/12 of the Shares subject to such Option on each full monthfollowing its date of grant provided that the Optionee continues to serve as a Director on suchdate.
       (g) The Administrator in its discretion may change and otherwise revise the terms of Optionsgranted under this Section 12, including, without limitation, the number of Shares and exerciseprices thereof, for Options granted on or after the date the Administrator determines to make anysuch change or revision.
     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Change inControl.
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       (a) Changes in Capitalization. Subject to any required action by the stockholders ofthe Company, the number of shares of Common Stock that have been authorized for issuance under thePlan but as to which no Options have yet been granted or which have been returned to the Plan uponcancellation or expiration of an Option, the number of Shares as well as the price per share ofCommon Stock covered by each such outstanding Option, shall be proportionately adjusted for anyincrease or decrease in the number of issued shares of Common Stock resulting from a stock split,reverse stock split, stock dividend, combination or reclassification of the Common Stock, or anyother increase or decrease in the number of issued shares of Common Stock effected without receiptof consideration by the Company; provided, however, that conversion of any convertible securitiesof the Company shall not be deemed to have been “effected without receipt of consideration.” Suchadjustment shall be made by the Board, whose determination in that respect shall be final, bindingand conclusive. Except as expressly provided herein, no issuance by the Company of shares of stockof any class, or securities convertible into shares of stock of any class, shall affect, and noadjustment by reason thereof shall be made with respect to, the number or price of shares of CommonStock subject to an Option.
       (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator shall notify each Optionee as soon as practicableprior to the effective date of such proposed transaction. The Administrator in its discretion mayprovide for an Optionee to have the right to exercise his or her Option until ten (10) days priorto such transaction as to all of the Optioned Stock covered thereby, including Shares as to whichthe Option would not otherwise be exercisable. In addition, the Administrator may provide that anyCompany repurchase option applicable to any Shares purchased upon exercise of an Option shall lapseas to all such Shares, provided the proposed dissolution or liquidation takes place at the time andin the manner contemplated. To the extent it has not been previously exercised, an Option willterminate immediately prior to the consummation of such proposed action.
       (c) Merger or Change in Control. In the event of a merger of the Company with or intoanother corporation, or a Change in Control, each outstanding Option shall be assumed or anequivalent option or right substituted by the successor corporation or a Parent or Subsidiary ofthe successor corporation. With respect to Options granted to an Outside Director pursuant toSection 13 that are assumed or substituted for, if following such assumption or substitution theOptionee’s status as a Director or a director of the successor corporation, as applicable, isterminated other than upon a voluntary resignation by the Optionee, then the Optionee shall fullyvest in and have the right to exercise the Option as to all of the Optioned Stock, including Sharesas to which it would not otherwise be vested or exercisable and such Option shall remainexercisable for a period of three (3) months following such termination.
          In the event that the successor corporation refuses to assume or substitute for the Option,the Optionee shall fully vest in and have the right to exercise the Option as to all of theOptioned Stock, including Shares as to which it would not otherwise be vested or exercisable. Ifan Option becomes fully vested and exercisable in lieu of assumption or substitution in the eventof a merger or Change in Control, the Administrator shall notify the Optionee in writing orelectronically that the Option shall be fully vested and exercisable for a period of thirty (30)days, or such longer time as the Administrator may provide, from the date of such notice, and theOption shall terminate upon the expiration of such period.
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          For the purposes of this subsection (c), the Option shall be considered assumed if, followingthe merger or Change in Control, the option or right confers the right to purchase or receive, foreach Share subject to the Option immediately prior to the merger or Change in Control, theconsideration (whether stock, cash, or other securities or property) received in the merger orChange in Control by holders of Common Stock for each Share held on the effective date of thetransaction (and if holders were offered a choice of consideration, the type of considerationchosen by the holders of a majority of the outstanding Shares); provided, however, that if suchconsideration received in the merger or Change in Control is not solely common stock of thesuccessor corporation or its Parent, the Administrator may, with the consent of the successorcorporation, provide for the consideration to be received upon the exercise of the Option, for eachShare subject to the Option, to be solely common stock of the successor corporation or its Parentequal in fair market value to the per share consideration received by holders of Common Stock inthe merger or Change in Control.
     14. Date of Grant. The date of grant of an Option shall be, for all purposes, thedate on which the Administrator makes the determination granting such Option, or such other laterdate as is determined by the Administrator. Notice of the determination shall be provided to eachOptionee within a reasonable time after the date of such grant.
     15. Amendment and Termination of the Plan.
       (a) Amendment and Termination. The Board may at any time amend, alter, suspend orterminate the Plan.
       (b) Stockholder Approval. The Company shall obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws and Section 15(c)below.
       (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan or any Option shall (i) impair the rights of any Optionee, unless mutuallyagreed otherwise between the Optionee and the Administrator, which agreement must be in writing andsigned by the Optionee and the Company or (ii) permit the reduction of the exercise price of anOption after it has been granted (except for adjustments made pursuant to Section 13). Neither maythe Administrator, without the approval of the Company’s stockholders, cancel any outstandingOption and replace it with a new Option with a lower exercise price, where the economic effectwould be the same as reducing the exercise price of the cancelled Option. Termination of the Planshall not affect the Administrator’s ability to exercise the powers granted to it hereunder withrespect to Options granted under the Plan prior to the date of such termination.
     16. Conditions Upon Issuance of Shares.
       (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of anOption unless the exercise of such Option and the issuance and delivery of such Shares shall complywith Applicable Laws and shall be further subject to the approval of counsel for the Company withrespect to such compliance.
       (b) Investment Representations. As a condition to the exercise of an Option, theCompany may require the person exercising such Option to represent and warrant at the time of any
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such exercise that the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.
     17. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.
     18. Reservation of Shares. The Company, during the term of this Plan, will at alltimes reserve and keep available such number of Shares as shall be sufficient to satisfy therequirements of the Plan.
     19. Stockholder Approval. The Plan shall be subject to approval by the stockholdersof the Company within twelve (12) months after the date the Plan is adopted. Such stockholderapproval shall be obtained in the manner and to the degree required under Applicable Laws.
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