EXHIBIT 10.167




MTI MICROFUEL CELLS INC. 2009 STOCK
PLAN




1.  Purposes of the Plan . The purposes of
this MTI MicroFuel Cells Inc. 2009 Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Employees 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 of an Option and subject to the applicable provisions of Section
422 of the Code and the regulations promulgated thereunder. Restricted Stock may
also be granted under the Plan.




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




(a)  “ Administrator ” means the Board
or a Committee.




(b)  “ Affiliate ” means an entity
other than a Subsidiary which the Company and/or one or more Subsidiaries own
not less than fifty percent (50%) of such entity.




(c)  “ Applicable Laws ” means all
applicable laws, rules, regulations and requirements, including, but not limited
to, all applicable U.S. federal or state laws, any Stock Exchange rules or
regulations, and the applicable laws, rules or regulations of any other country
or jurisdiction where Options or Restricted Stock are granted under the Plan or
Participants reside or provide services, as such laws, rules, and regulations
shall be in effect from time to time.




(d)  “ Award ” means any award
of an Option or Restricted Stock under the Plan.




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




(f)  “ Cashless Exercise ” means a program
approved by the Administrator in which payment of the Option exercise price, tax
obligations or other required deductions may be satisfied, in whole or in part,
with Shares subject to the Option, including by delivery of an irrevocable
direction to a securities broker (on a form prescribed by the Company) to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment
of such amount.




(g)  “ Cause ” for termination
of a Participant’s Continuous Service Status will exist (unless another
definition is provided in an applicable Option Agreement, Restricted Stock
Purchase Agreement, employment agreement or other applicable written agreement)
if the Participant’s Continuous Service Status is terminated for any of the
following reasons: (i) Participant’s willful failure to perform his or her
duties and responsibilities to the Company or Participant’s violation of any
written Company policy; (ii) Participant’s commission of any act of fraud,
embezzlement, dishonesty or any other willful misconduct that has caused or is
reasonably expected to result in injury to the Company; (iii) Participant’s
unauthorized use or disclosure of any proprietary information or trade secrets
of the Company or any other party to whom the Participant owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv)
Participant’s material breach of any of his or her obligations under any written
agreement or covenant with the Company. The determination as to whether a
Participant’s Continuous Service Status has been terminated for Cause shall be
made in good faith by the Company and shall be final and binding on the
Participant. The foregoing definition does not in any way limit the Company’s
ability to terminate a Participant’s employment or consulting relationship at
any time, and the term “Company” will be interpreted to include any Parent,
Subsidiary, Affiliate, or any successor thereto, if appropriate.




(h)  “ Code ” means the
Internal Revenue Code of 1986, as amended.




(i)  “ Committee ” means one or more
committees or subcommittees of the Board consisting of two (2) or more Directors
(or such lesser or greater number of Directors as shall constitute the minimum
number permitted by Applicable Laws to establish a committee or sub-committee of
the Board) appointed by the Board to administer the Plan in accordance with
Section 4.




(j)  “ Common Stock ” means the
Company’s common stock, as adjusted in accordance with Section 11.




(k)  “ Company ” means MTI
MicroFuel Cells Inc., a Delaware corporation.




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(l)  “ Consultant ” means any person
or entity, including an advisor but not an Employee, who renders services to the
Company, or any Parent, Subsidiary or Affiliate, and is compensated for such
services, and any Director whether compensated for such services or not.




(m)  “ Continuous Service
Status ” means the absence
of any interruption or termination of service as an Employee or Consultant.
Continuous Service Status as an Employee or Consultant shall not be considered
interrupted or terminated in the case of: (i) Company approved sick leave; (ii)
military leave; (iii) any other bona fide leave of absence approved by the
Company, provided that, if an Employee is holding an Incentive Stock Option and
such leave exceeds three (3) months, such Employee’s service as an Employee
shall be deemed terminated on the first (1st) day following such three (3)-month
period and the Incentive Stock Option shall thereafter automatically become a
Nonstatutory Stock Option in accordance with Applicable Laws, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to a written Company policy.
Also, Continuous Service Status as an Employee or Consultant shall not be
considered interrupted or terminated in the case of a transfer between locations
of the Company or between the Company, its Parents, Subsidiaries or Affiliates,
or their respective successors, or a change in status from an Employee to a
Consultant or from a Consultant to an Employee.




(n)  “ Director ” means a member of
the Board.




(o)  “ Disability ” means
“disability” within the meaning of Section 22(e)(3) of the Code.




(p)  “ Employee ” means any person
employed by the Company, or any Parent, Subsidiary or Affiliate, with the status
of employment determined pursuant to such factors as are deemed appropriate by
the Company in its sole discretion, subject to any requirements of Applicable
Laws, including the Code. The payment by the Company of a director’s fee shall
not be sufficient to constitute “employment” of such director by the Company or
any Parent, Subsidiary or Affiliate.




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




(r)  “ Fair Market Value ” means, as of any
date, the per share fair market value of the Common Stock, as determined by the
Administrator in good faith on such basis as it deems appropriate and applied
consistently with respect to Participants. Whenever possible, the determination
of Fair Market Value shall be based upon the per share closing price for the
Shares as reported in The Wall Street Journal for the applicable date.




(s)  “ Family Members ” means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships) of the Participant, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which these persons (or
the Participant) have more than fifty percent (50%) of the beneficial interest,
a foundation in which these persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own
more than fifty percent (50%) of the voting interests.




(t)  “ Incentive Stock
Option ” means an Option
intended to, and which does, in fact, qualify as an incentive stock option
within the meaning of Section 422 of the Code.




(u)  “ Involuntary
Termination ” means (unless
another definition is provided in the applicable Option Agreement, Restricted
Stock Purchase Agreement, employment agreement or other applicable written
agreement) the termination of a Participant’s Continuous Service Status other
than for (i) death, (ii) Disability or (iii) Cause by the Company or a Parent,
Subsidiary, Affiliate or successor thereto, as appropriate.




(v)  “ Listed Security ” means any security of the Company that is
listed or approved for listing on a national securities exchange or designated
or approved for designation as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc.




(w)  “ Nonstatutory Stock
Option ” means an Option
that is not intended to, or does not, in fact, qualify as an Incentive Stock
Option.




(x)  “ Option ” means a stock
option granted pursuant to the Plan.




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(y)  “ Option Agreement ” means a written
document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of an Option granted under the Plan and
includes any documents attached to or incorporated into such Option Agreement,
including, but not limited to, a notice of stock option grant and a form of
exercise notice.




(z)  “ Option Exchange
Program ” means a program
approved by the Administrator whereby outstanding Options (i) are exchanged for
Options with a lower exercise price, Restricted Stock, cash or other property or
(ii) are amended to decrease the exercise price as a result of a decline in the
Fair Market Value.




(aa)  “ Optioned Stock ” means Shares that
are subject to an Option or that were issued pursuant to the exercise of an
Option.




(bb)  “ Optionee ” means an Employee
or Consultant who receives an Option.




(cc)  “ Parent ” means any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, at the time of grant of the Award, each of the corporations
other than the Company owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.




(dd)  “ Participant ” means any holder
of one or more Awards or Shares issued pursuant to an Award.




(ee)  “ Plan ” means this MTI
MicroFuel Cells Inc. 2009 Stock Plan.




(ff)  “ Restricted Stock ” means Shares
acquired pursuant to a right to purchase Common Stock granted pursuant to
Section 8.




(gg)  “ Restricted Stock Purchase
Agreement ” means a written
document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of Restricted Stock granted under the Plan
and includes any documents attached to such agreement.




(hh)  “ Rule 16b-3 ” means Rule 16b-3
promulgated under the Exchange Act, as amended from time to time, or any
successor provision.




(ii)  “ Securities Act ” means the
Securities Act of 1933, as amended.




(jj)  “ Share ” means a share of
Common Stock, as adjusted in accordance with Section 11.




(kk)  “ Stock Exchange ” means any stock
exchange or consolidated stock price reporting system on which prices for the
Common Stock are quoted at any given time.




(ll)  “ Subsidiary ” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of grant of the Award, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.




(mm)  “ Ten Percent Holder ” means a person
who owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary measured as of
an Award’s date of grant.




(nn)  “ Triggering Event ” means:




(i)  a sale, transfer or disposition of all or substantially all of the
Company’s assets other than to (A) a corporation or other entity of which at
least a majority of its combined voting power is owned directly or indirectly by
the Company, (B) a corporation or other entity owned directly or indirectly by
the holders of capital stock of the Company in substantially the same
proportions as their ownership of Common Stock, or (C) a corporation, entity or
person in which the holders of at least a majority of the shares of voting
capital stock of the Company outstanding immediately prior to such transaction
continue to hold (either by such shares remaining outstanding in the continuing
entity or by their being converted into shares of voting capital stock of the
surviving entity) a majority of the total voting power represented by the shares
of voting capital stock of the Company (or the surviving entity) outstanding
immediately after such transaction (an “Excluded Entity”); or




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(ii)  any merger, consolidation or other business combination transaction of
the Company with or into another corporation, entity or person, other than a
transaction with or into an Excluded Entity.




Notwithstanding
anything stated herein, a transaction shall not constitute a “Triggering Event”
if its sole purpose is to change the jurisdiction of the Company’s
incorporation, or to create a holding company that will be owned in
substantially the same proportions by the persons who hold the Company’s
securities immediately before such transaction. For clarity, the term
“Triggering Event” as defined herein shall not include stock sale transactions
whether by the Company or by the holders of capital stock.




3.  Stock Subject to the
Plan . Subject to the provisions of Section 11, the
maximum aggregate number of Shares that may be issued under the Plan is
thirty-eight million (38,000,000) Shares, of which all Shares may be issued
under the Plan pursuant to Incentive Stock Options. The Shares issued under the
Plan may be authorized, but unissued, or reacquired Shares. If an Award should
expire or become unexercisable for any reason without having been exercised in
full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares that were subject thereto shall, unless the Plan shall have been
terminated, become available for future grant under the Plan. In addition, any
Shares which are retained by the Company upon exercise of an Award in order to
satisfy the exercise or purchase price for such Award or any withholding taxes
due with respect to such Award shall be treated as not issued and shall continue
to be available under the Plan and Shares issued under the Plan and later
repurchased by the Company at the original purchase price paid for the Shares
(including, without limitation, upon repurchase by the Company in connection
with the termination of a Participant’s Continuous Service Status) shall again
be available for future grant under the Plan. Any Shares issued under the Plan
and later repurchased by the Company pursuant to any other repurchase right that
the Company may have shall not be available for future grant under the Plan.




4.  Administration of the
Plan .




(a)  General . The Plan shall be
administered by the Board, a Committee appointed by the Board, or any
combination thereof, as determined by the Board. The Plan may be administered by
different administrative bodies with respect to different classes of
Participants and, if permitted by Applicable Laws, the Board may authorize one
or more officers of the Company to make Awards under the Plan to Employees and
Consultants (who are not subject to Section 16 of the Exchange Act) within
parameters specified by the Board.




(b)  Committee
Composition . If a Committee
has been appointed pursuant to this Section 4, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of any Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies (however caused) and
dissolve a Committee and thereafter directly administer the Plan, all to the
extent permitted by Applicable Laws and, in the case of a Committee
administering the Plan in accordance with the requirements of Rule 16b-3 or
Section 162(m) of the Code, to the extent permitted or required by such
provisions.




(c)  Powers of the
Administrator . Subject to the
provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its sole discretion:




(i)  to determine the Fair Market Value in accordance with Section 2(r),
provided that such determination shall be applied consistently with respect to
Participants under the Plan;




(ii)  to select the Employees and Consultants to whom Awards may from time to
time be granted;




(iii)  to determine the number of Shares to be covered by each
Award;




(iv)  to approve the form(s) of agreement(s) and other related documents used
under the Plan;




(v)  to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any Award granted hereunder, which terms and conditions include but
are not limited to the exercise or purchase price, the time or times when Awards
may vest and/or be exercised (which may be based on performance criteria), the
circumstances (if any) when vesting will be accelerated or forfeiture
restrictions will be waived, and any restriction or limitation regarding any
Award, Optioned Stock, or Restricted Stock;




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(vi)  to amend any outstanding Award or agreement related to any Optioned Stock
or Restricted Stock, including any amendment adjusting vesting (e.g., in
connection with a change in the terms or conditions under which such person is
providing services to the Company), provided that no amendment shall be made
that would materially and adversely affect the rights of any Participant without
his or her consent;
  (vii)  to determine whether and under what circumstances an Option may be
settled in cash under Section 7(d) instead of Common Stock;
  (viii)  subject to Applicable Laws, to implement an Option Exchange Program and
establish the terms and conditions of such Option Exchange Program without
consent of the holders of capital stock of the Company, provided that no
amendment or adjustment to an Option that would materially and adversely affect
the rights of any Participant shall be made without his or her consent;
  (ix)  to approve addenda pursuant to Section 17 or to grant Awards to, or to
modify the terms of, any outstanding Option Agreement or Restricted Stock
Purchase Agreement or any agreement related to any Optioned Stock or Restricted
Stock held by Participants who are foreign nationals or employed outside of the
United States with such terms and conditions as the Administrator deems
necessary or appropriate to accommodate differences in local law, tax policy or
custom which deviate from the terms and conditions set forth in this Plan to the
extent necessary or appropriate to accommodate such differences; and
  (x)  to construe and interpret the terms of the Plan, any Option Agreement, or
Restricted Stock Purchase Agreement, and any agreement related to any Optioned
Stock or Restricted Stock, which constructions, interpretations and decisions
shall be final and binding on all Participants.
  (d)  Indemnification . To the maximum
extent permitted by Applicable Laws, each member of the Committee (including
officers of the Company, if applicable), or of the Board, as applicable, shall
be indemnified and held harmless by the Company against and from (i) any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan or
pursuant to the terms and conditions of any Award except for actions taken in
bad faith or failures to act in bad faith, and (ii) any and all amounts paid by
him or her in settlement thereof, with the Company’s approval, or paid by him or
her in satisfaction of any judgment in any such claim, action, suit, or
proceeding against him or her, provided that such member shall give the Company
an opportunity, at its own expense, to handle and defend any such claim, action,
suit or proceeding before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company’s Articles  of Incorporation,
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise, or under any other power that the Company may have to indemnify or
hold harmless each such person.
  5.  Eligibility .
  (a)  Recipients of Grants . Nonstatutory
Stock Options and Restricted Stock may be granted to Employees and Consultants.
Incentive Stock Options may be granted only to Employees, provided that
Employees of Affiliates shall not be eligible to receive Incentive Stock
Options.
  (b)  Type of Option . Each Option shall
be designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option.
  (c)  ISO $100,000
Limitation . Notwithstanding
any designation under Section 5(b), to the extent that the aggregate Fair Market
Value of Shares with respect to which options designated as incentive stock
options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess options shall be treated as nonstatutory stock options.
For purposes of this Section 5(c), incentive stock options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares subject to an incentive stock option shall be determined as of the
date of the grant of such option.
  (d)  No Employment Rights . Neither the Plan
nor any Award shall confer upon any Employee or Consultant any right with
respect to continuation of an employment or consulting relationship with the
Company (any parent, subsidiary or affiliate), nor shall it interfere in any way
with such Employee’s or Consultant’s right or the Company’s (parent’s,
subsidiary’s or affiliate's) right to terminate his or her employment or
consulting relationship at any time, with or without cause.
     6.  Term of Plan . The Plan shall
become effective upon its adoption by the Board and shall continue in effect
until December __, 2019 unless
sooner terminated under Section 13.
  7.  Options .
  (a)  Term of Option . The term of each
Option shall be the term stated in the Option Agreement; provided that the term
shall be no more than ten (10) years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement and provided further
that, in the case of an Incentive Stock Option granted to a person who at the
time of such grant is a Ten Percent Holder, the term of the Option shall be five
(5) years from the date of grant thereof or such shorter term as may be provided
in the Option Agreement.
  (b)  Option Exercise Price and
Consideration .
  (i)  Exercise Price . The per Share
exercise price for the Shares to be issued pursuant to the exercise of an Option
shall be such price as is determined by the Administrator and set forth in the
Option Agreement, but shall be subject to the following:
  (A)  In the case of an Incentive Stock Option
  1.  granted to an Employee who at the time of grant is a Ten Percent Holder,
the per Share exercise price
shall be no less than one hundred ten percent (110%) of the Fair Market Value on
the date of grant;
  2.  granted to any other Employee, the per Share exercise price shall be no
less than one hundred percent (100%) of the Fair Market Value on the date of
grant;
  (B)  Except as provided in subsection (C) below, in the case of a Nonstatutory
Stock Option the per Share exercise price shall be such price as is determined
by the Administrator, provided that, if the per Share exercise price is less
than one hundred percent (100%) of the Fair Market Value on the date of grant,
it shall otherwise comply with all Applicable Laws, including Section 409A of
the Code; and
  (C)  Notwithstanding the foregoing, Options may be granted with a per Share
exercise price other than as required above pursuant to a merger or other
corporate transaction.
  (ii)  Permissible
Consideration . The consideration
to be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Administrator (and, in the case of
an Incentive Stock Option and to the extent required by Applicable Laws, shall
be determined at the time of grant) and may consist entirely of (1) cash; (2)
check; (3) to the extent permitted under Applicable Laws, delivery of a
promissory note with such recourse, interest, security and redemption provisions
as the Administrator determines to be appropriate; (4) cancellation of
indebtedness; (5) other previously owned Shares that have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which the Option is exercised; (6) a Cashless Exercise; (7) such other
consideration and method of payment permitted under Applicable Laws; or (8) any
combination of the foregoing methods of payment. In making its determination as
to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit the
Company and the Administrator may, in its sole discretion, refuse to accept a
particular form of consideration at the time of any Option exercise.
  (c)  Exercise of Option .
  (i)  General .
  (A)  Exercisability . Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, consistent with the terms of the Plan and
reflected in the Option Agreement, including vesting requirements and/or
performance criteria with respect to the Company, Parent, Subsidiary or
Affiliate, and/or Optionee.
  (B)  Leave of Absence . The Administrator
shall have the discretion to determine whether and to what extent the vesting of
Options shall be tolled during any leave of absence; provided, however, that in
the absence of such determination, vesting of Options shall be tolled during any
unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the
foregoing, in the event of military leave, vesting shall toll during any unpaid
portion of such leave, provided that, upon a Optionee’s returning from military
leave (under conditions that would entitle him or her to protection upon such
return under the Uniform Services Employment and Reemployment Rights Act), he or
she shall be given vesting credit with respect to Options to the same extent as
would have applied had the Optionee continued to provide services to the Company
(or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on
the same terms as he or she was providing services immediately prior to such
leave.
     (C)  Minimum Exercise
Requirements . An Option may not
be exercised for a fraction of a Share. The Administrator may require that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent an Optionee from exercising the full number of
Shares as to which the Option is then exercisable.
  (D)  Procedures for and Results of
Exercise . An Option shall
be deemed exercised when written notice of such exercise has been received by
the Company in accordance with the terms of the Option Agreement by the person
entitled to exercise the Option and the Company has received full payment for
the Shares with respect to which the Option is exercised and has paid, or made
arrangements to satisfy, any applicable taxes, withholding, required deductions
or other required payments in accordance with Section 9. The exercise of an
Option shall result in a decrease in the number of Shares that thereafter may be
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
  (E)  Rights as Holder of Capital
Stock . Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a holder of capital stock shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section
11.
  (ii)  Termination of Continuous Service
Status . The Administrator
shall establish and set forth in the applicable Option Agreement the terms and
conditions upon which an Option shall remain exercisable, if at all, following
termination of an Optionee’s Continuous Service Status, which provisions may be
waived or modified by the Administrator at any time. To the extent that an
Option Agreement does not specify the terms and conditions upon which an Option
shall terminate upon termination of an Optionee’s Continuous Service Status, the
following provisions shall apply:
  (A)  General Provisions . If the Optionee
(or other person entitled to exercise the Option) does not exercise the Option
to the extent so entitled within the time specified below, the Option shall
terminate and the Optioned Stock underlying the unexercised portion of the
Option shall revert to the Plan. In no event may any Option be exercised after
the expiration of the Option term as set forth in the Option Agreement (and
subject to this Section 7).
  (B)  Termination other than Upon Disability or
Death or for Cause . In the event of
termination of an Optionee’s Continuous Service Status other than under the
circumstances set forth in subsections (C) through (E) below, such Optionee may
exercise any outstanding Option at any time within three (3) months following
such termination to the extent the Optionee is vested in the Optioned
Stock.
  (C)  Disability of
Optionee . In the event of
termination of an Optionee’s Continuous Service Status as a result of his or her
Disability, such Optionee may exercise any outstanding Option at any time within
twelve (12) months following such termination to the extent the Optionee is
vested in the Optioned Stock.
  (D)  Death of Optionee . In the event of
the death of an Optionee during the period of Continuous Service Status since
the date of grant of any outstanding Option, or within three (3) months
following termination of Optionee’s Continuous Service Status, the Option may be
exercised by any beneficiaries designated in accordance with Section 15 below
or, if there are no such beneficiaries, by the Optionee’s estate, or by a person
who acquired the right to exercise the Option by bequest or inheritance, at any
time within  twelve (12) months following the date the
Optionee’s Continuous Service Status terminated, but only to the extent the
Optionee is vested in the Optioned Stock.
  (E)  Termination for
Cause . In the event of termination of an Optionee’s
Continuous Service Status for Cause, any outstanding Option (including any
vested portion thereof) held by such Optionee shall immediately terminate in its
entirety upon first notification to the Optionee of termination of the
Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous
Service Status is suspended pending an investigation of whether the Optionee’s
Continuous Service Status will be terminated for Cause, all the Optionee’s
rights under any Option, including the right to exercise the Option, shall be
suspended during the investigation period. Nothing in this Section 7(c)(ii)(E)
shall in any way limit the Company’s right to purchase unvested Shares issued
upon exercise of an Option as set forth in the applicable Option
Agreement.
     (d)  Buyout Provisions . The Administrator
may at any time offer to buy out for a payment in cash or Shares an Option
previously granted under the Plan based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that
such offer is made.
  8.  Restricted Stock .
  (a)  Rights to Purchase . When a right to
purchase Restricted Stock is granted under the Plan, the Company shall advise
the recipient in writing of the terms, conditions and restrictions related to
the offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid (which shall be as determined by the
Administrator, subject to Applicable Laws, including any applicable securities
laws), and the time within which such person must accept such offer. The
permissible consideration for Restricted Stock shall be determined by the
Administrator and shall be the same as is set forth in Section 7(b)(ii) with
respect to exercise of Options. The offer to purchase Shares shall be accepted
by execution of a Restricted Stock Purchase Agreement in the form determined by
the Administrator.
  (b)  Repurchase Option .
  (i)  General . Unless the
Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Participant’s Continuous Service Status for any reason (including death or
Disability) at a purchase price for Shares equal to the original purchase price
paid by the purchaser for such Shares and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse
at such rate as the Administrator may determine.
  (ii)  Leave of Absence . The Administrator
shall have the discretion to determine whether and to what extent the lapsing of
Company repurchase rights shall be tolled during any leave of absence; provided,
however, that in the absence of such determination, such lapsing shall be tolled
during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in
the event of military leave, the lapsing of Company repurchase rights shall toll
during any unpaid portion of such leave, provided that, upon a Participant’s
returning from military leave (under conditions that would entitle him or her to
protection upon such return under the Uniform Services Employment and
Reemployment Rights Act), he or she shall be given vesting credit with respect
to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the
same extent as would have applied had the Participant continued to provide
services to the Company (or any Parent, Subsidiary or Affiliate, if applicable)
throughout the leave on the same terms as he or she was providing services
immediately prior to such leave.
  (c)  Other Provisions . The Restricted
Stock Purchase Agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted
Stock Purchase Agreements need not be the same with respect to each Participant.
  (d)  Rights as a Holder of Capital
Stock . Once the Restricted Stock is purchased, the
Participant shall have the rights equivalent to those of a holder of capital
stock, and shall be a record holder when his or her purchase and the issuance of
the Shares is entered upon the records of the duly authorized transfer agent of
the Company. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Restricted Stock is purchased, except
as provided in Section 11.
  9.  Taxes .
  (a)  As a condition of the grant, vesting and exercise of an Award, the
Participant (or in the case of the Participant’s death or a permitted
transferee, the person holding or exercising the Award) shall make such
arrangements as the Administrator may require for the satisfaction of any
applicable U.S. federal, state, local or foreign tax, withholding, and any other
required deductions or payments that may arise in connection with such Award.
The Company shall not be required to issue any Shares under the Plan until such
obligations are satisfied.
  (b)  The Administrator may, to the extent permitted under Applicable Laws,
permit a Participant (or in the case of the Participant’s death or a permitted
transferee, the person holding or exercising the Award) to satisfy all or part
of his or her tax, withholding, or any other required deductions or payments by
Cashless Exercise or by surrendering Shares (either directly or by stock
attestation) that he or she previously acquired; provided that, unless
specifically permitted by the Company, any such Cashless Exercise must be an
approved broker-assisted Cashless Exercise or the Shares withheld in the
Cashless Exercise must be limited to avoid financial accounting charges under
applicable accounting guidance and any such surrendered Shares must have been
previously held for any minimum duration required to avoid financial accounting
charges under applicable accounting guidance. Any payment of taxes by
surrendering Shares to the Company may be subject to restrictions, including,
but not limited to, any restrictions required by rules of the Securities and
Exchange Commission.
     10. Non-Transferability of
Awards .
  (a)  General. Except as set forth in this Section 10, Awards
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent or distribution. The
designation of a beneficiary by a Participant will not constitute a transfer. An
Option may be exercised, during the lifetime of the holder of the Option, only
by such holder or a transferee permitted by this Section 10.
  (b)  Limited Transferability
Rights . Notwithstanding
anything else in this Section 10, the Administrator may in its sole discretion
grant Nonstatutory Stock Options that may be transferred by instrument to an
inter vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the trustor (settlor) or by gift to Family
Members. Notwithstanding the foregoing, beginning with
(i) the period when the Company begins to rely on the exemption described in
Rule12h-1(f)(1) promulgated
under the Exchange Act, as determined by the Board in its sole discretion, and
(ii) ending on the earlier of(A) the date when the Company
ceases to rely on such exemption, as determined by the Board in its sole
discretion, or (B) the datewhen the Company becomes subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, an
Option, or prior toexercise, the Shares subject to the Option,
may not be pledged, hypothecated or otherwise transferred or disposed of, in any
manner,including by entering into any short position,
any “put equivalent position” or any “call equivalent position” (as defined in
Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than
to (i) persons who are Family Members through gifts ordomestic relations orders, or (ii) to an executor or guardian of the
Participant upon the death or disability of the Participant.Notwithstanding the foregoing sentence, the
Board, in its sole discretion, may permit transfers to the Company or in
connection with aCorporate Transaction (as defined below) or
other acquisition transactions involving the Company to the extent permitted by
Rule12h-1(f).
  11.  Adjustments Upon Changes in Capitalization,
Merger or Certain Other Transactions .
  (a)  Changes in
Capitalization . Subject to any
action required under Applicable Laws by the holders of capital stock of the
Company, (i) the numbers and class of Shares or other stock or securities: (x)
available for future Awards under Section 3 above and (y) covered by each outstanding Award,
(ii) the exercise price per Share of each outstanding Option, and (iii)
anyrepurchase price per Share applicable to
Shares issued pursuant to any Award, shall be automatically proportionately
adjusted in theevent of a stock split, reverse stock split,
stock dividend, combination, consolidation, reclassification of the Shares,
subdivision of theShares or any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the
Company. Inthe event of a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect onthe Fair Market Value, a recapitalization
(including a recapitalization through a large nonrecurring cash dividend), a
rights offering, areorganization, merger, a spin-off, split-up,
change in corporate structure or a similar occurrence, the Administrator may
makeappropriate adjustments in one or more of (i)
the numbers and class of Shares or other stock or securities: (x) available for
futureAwards under Section 3 above and
(y ) covered by each
outstanding Award, (ii) the exercise price per Share of each outstanding Option,
and (iii) any repurchase price per Share applicable to Shares issued pursuant to
any Award, and any such adjustment by the Administrator shall be made
in the Administrator’s sole and absolute discretion and shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to an Award. If, by
reason of a transaction described in this Section 11(a) or an adjustment
pursuant to this Section 11(a), a Participant’s Award agreement or agreement
related to any Optioned Stock or Restricted Stock covers additional or different
shares of stock or securities, then such additional or different shares, and the
Award agreement or agreement related to the Optioned Stock or Restricted Stock
in respect thereof, shall be subject to all of the terms, conditions and
restrictions which were applicable to the Award, Optioned Stock and Restricted
Stock prior to such adjustment.
  (b)  Dissolution or
Liquidation . In the event of
the dissolution or liquidation of the Company, each Award will terminate
immediately prior to the consummation of such action, unless otherwise
determined by the Administrator.
  (c)  Corporate
Transactions . In the event of a
sale of all or substantially all of the Company’s assets, or a merger,
consolidation or other capital reorganization or business combination
transaction of the Company with or into another corporation, entity or person (a
“ Corporate Transaction ”) and, except as otherwise provided in the
applicable Award agreement, each outstanding Award shall be subject to the
applicable merger or purchase agreement. Notwithstanding the foregoing, in the
event the successor or a parent or subsidiary of such successor does not agree
to assume any outstanding Option, each such Option shall terminate upon the
consummation of the Corporate Transaction.
  12.  Time of Granting of
Awards . The date of grant
of an Award shall, for all purposes, be the date on which the Administrator
makes the determination granting such Award, or such other date as is determined
by the Administrator.
     13.  Amendment and Termination of the
Plan . The Board may at any time amend or terminate
the Plan, but no amendment or termination shall be made that would materially
and adversely affect the rights of any Participant under any outstanding Award,
without his or her consent. In addition, to the extent necessary and desirable
to comply with Applicable Laws, the Company shall obtain the approval of holders
of capital stock with respect to any Plan amendment in such a manner and to such
a degree as required.
  14.  Conditions Upon Issuance of
Shares . Notwithstanding
any other provision of the Plan or any agreement entered into by the Company
pursuant to the Plan, the Company shall not be obligated, and shall have no
liability for failure, to issue or deliver any Shares under the Plan unless such
issuance or delivery would comply with Applicable Laws, with such compliance
determined by the Company in consultation with its legal counsel. As a condition
to the exercise of any Option or purchase of any Restricted Stock, the Company
may require the person exercising the Option or purchasing the Restricted Stock
to represent and warrant at the time of any such exercise or purchase that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is advisable or required by Applicable Laws. Shares issued
upon exercise of Options or purchase of Restricted Stock prior to the date, if
ever, on which the Common Stock becomes a Listed Security shall be subject to a
right of first refusal in favor of the Company pursuant to which the Participant
will be required to offer Shares to the Company before selling or transferring
them to any third party on such terms and subject to such conditions as is
reflected in the applicable Option Agreement or Restricted Stock Purchase
Agreement.
  15.  Beneficiaries . If permitted by
the Company, a Participant may designate one or more beneficiaries with respect
to an Award by timely filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any
time before the Participant’s death. Except as otherwise provided in an Award
Agreement, if no beneficiary was designated or if no designated beneficiary
survives the Participant, then after a Participant’s death any vested Award(s)
shall be transferred or distributed to the Participant’s estate or to any person
who has the right to acquire the Award by bequest or inheritance.
  16.  Approval of Holders of Capital
Stock . If required by Applicable Laws, continuance of
the Plan shall be subject to approval by the holders of capital stock of the
Company within twelve (12) months before or after the date the Plan is adopted
or, to the extent required by Applicable Laws, any date the Plan is amended.
Such approval shall be obtained in the manner and to the degree required under
Applicable Laws.
  17.  Addenda . The Administrator
may approve such addenda to the Plan as it may consider necessary or appropriate
for the purpose of granting Awards to Employees or Consultants, which Awards may
contain such terms and conditions as the Administrator deems necessary or
appropriate to accommodate differences in local law, tax policy or custom, which
may deviate from the terms and conditions set forth in this Plan. The terms of
any such addenda shall supersede the terms of the Plan to the extent necessary
to accommodate such differences but shall not otherwise affect the terms of the
Plan as in effect for any other purpose.




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