Exhibit 4.2


ARTEIS
INC.


AMENDED
AND RESTATED


2005
STOCK PLAN


1.                                       Purposes
of the Plan.  The purposes of this
Plan are to attract and retain the best available personnel for positions of
substantial 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. 
Stock Purchase Rights may also be granted under the Plan.


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


(a)                                  “Administrator”
means the Board or any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.


(b)                                 “Applicable
Laws” means the requirements relating to the administration of stock option
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 the applicable laws of any other country or jurisdiction
where Options or Stock Purchase Rights are granted under the 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 or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities, except that any change in the beneficial
ownership of the securities of the Company as a result of a private financing
of the Company that is approved by the Board, shall not be deemed to be a
Change in Control; or


(ii)                                  The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


(iii)                               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 Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation (provided that the sale by the Company of
its securities for the purposes of raising additional funds shall not
constitute a Change of Control hereunder).













(e)                                  “Code”
means the Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code herein
will be a reference to any successor or amended section of the Code.


(f)                                    “Committee”
means a committee of Directors or of other individuals satisfying Applicable
Laws appointed by the Board in accordance with Section 4 hereof.


(g)                                 “Common
Stock” means the Common Stock of the Company.


(h)                                 “Company”
means Arteis Inc., a Delaware corporation.


(i)                                     “Consultant”
means any person who is engaged by the Company or any Parent or Subsidiary to
render consulting or advisory 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 the Company or
any Parent or Subsidiary 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.


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


(n)                                 “Exchange Program” means a program
under which (a) outstanding Options are surrendered or cancelled in exchange
for Options of the same type (which may have lower exercise prices and
different terms), Options of a different type, and/or cash, and/or (b) the
exercise price of an outstanding Option is reduced.  The terms and conditions of any Exchange
Program will be determined by the Administrator in its sole discretion.


(o)                                 “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


(i)                                     If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or the
Nasdaq SmallCap Market of the Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


(ii)                                  If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the Common Stock on the day of
determination; or



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(iii)                               In
the absence of an established market for the Common Stock, the Fair Market
Value thereof shall be determined in good faith by the Administrator.


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


(q)                                 “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.


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


(s)                                  “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.


(t)                                    “Optioned
Stock” means the Common Stock subject to an Option or a Stock Purchase
Right.


(u)                                 “Optionee”
means the holder of an outstanding Option or Stock Purchase Right granted under
the Plan.


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


(w)                               “Plan”
means this 2005 Stock Plan.


(x)                                   “Restricted
Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of
restricted stock issued pursuant to an Option.


(y)                                 “Restricted
Stock Purchase Agreement” means a written or electronic agreement between
the Company and the Optionee evidencing the terms and restrictions applying to
Shares purchased under a Stock Purchase Right. 
The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the notice of grant.


(z)                                   “Service
Provider” means an Employee, Director or Consultant.


(aa)                            “Share”
means a share of the Common Stock, as adjusted in accordance with
Section 13 below.


(bb)                          “Stock
Purchase Right” means a right to purchase Common Stock pursuant to Section
11 below.


(cc)                            “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 subject to Options or Stock Purchase Rights and sold under
the Plan is 3,811,916 Shares.  The Shares
may be authorized but unissued, or reacquired Common Stock.



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If
an Option or Stock Purchase Right expires or becomes unexercisable without
having been exercised in full, or is surrendered pursuant to an Exchange
Program, the unpurchased Shares that were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have
actually been issued under the Plan, upon exercise of either an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if unvested
Shares of Restricted Stock are repurchased by the Company, such Shares shall
become available for future grant under the Plan.


4.                                       Administration
of the Plan.


(a)                                  Administrator.  The Plan shall be administered by the Board
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.


(b)                                 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, and subject to the approval of any
relevant authorities, the Administrator shall have the authority in its
discretion:


(i)                                  to
determine the Fair Market Value;


(ii)                               to
select the Service Providers to whom Options and Stock Purchase Rights may from
time to time be granted hereunder;


(iii)                            to
determine the number of Shares to be covered by each such award granted
hereunder;


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


(v)                              to
determine the terms and conditions of any Option or Stock Purchase Right
granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options or Stock Purchase Rights may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or Stock Purchase Right or the Common Stock relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall
determine;


(vi)                           to institute an Exchange Program;


(vii)                        to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;


(viii)                     to allow
Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option or
Stock Purchase Right that number of Shares having a Fair Market Value equal to
the minimum amount 



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required to be withheld.  The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined.  All elections by
Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;
and


(ix)                             to
construe and interpret the terms of the Plan and Options granted pursuant to
the Plan.


(c)                                  Effect
of Administrator’s Decision.  All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees.


5.                                       Eligibility.  Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. 
Incentive Stock Options may be granted only to Employees.


6.                                       Limitations.


(a)                                  Incentive
Stock Option Limit.  Each Option
shall be designated in the Option Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares shall be determined as of the time the Option with respect to such
Shares is granted.


(b)                                 At-Will
Employment.  Neither the Plan nor any
Option or Stock Purchase Right shall confer upon any Optionee any right with
respect to continuing the Optionee’s relationship as a Service Provider with
the Company, nor shall it interfere in any way with his or her right or the
Company’s right to terminate such relationship at any time, with or without
cause, and with or without notice.


7.                                       Term
of Plan.  Subject to stockholder
approval in accordance with Section 19, the Plan shall become effective
upon its adoption by the Board.  Unless
sooner terminated under Section 15, it shall continue in effect for a term
of ten (10) years from the later of (i) the effective date of the Plan, or
(ii) the earlier of the most recent Board or stockholder approval of an
increase in the number of Shares reserved for issuance under the Plan.


8.                                       Term
of Option.  The term of each Option
shall be stated in the Option Agreement; provided, however, that the term shall
be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, 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, the term of the Option shall be five (5)
years from the date of grant or such shorter term as may be provided in the
Option Agreement.



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9.                                       Option
Exercise Price and Consideration.


(a)                                  Exercise
Price.  The per share exercise price
for the Shares to be issued upon exercise of an Option shall be such price as
is determined by the Administrator, but shall be subject to the following:


(i)                                  In
the case of an Incentive Stock Option


(A)                  granted to an Employee who, at the
time of grant of such Option, 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, the exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.


(B)                    granted to any other Employee, the
per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.


(ii)                               In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of grant.


(iii)                            Notwithstanding
the foregoing, Incentive Stock Options may be granted with a per Share exercise
price other than as required above in accordance with, and pursuant to, a
transaction described in Section 424 of the Code.


(b)                                 Forms
of 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, shall be determined at the time of
grant).  Such consideration may consist
of, without limitation, (1) cash, (2) check, (3) promissory
note, (4) other Shares, provided Shares acquired directly from the Company
(x) have been owned by the Optionee, and not subject to a substantial risk
of forfeiture, for more than six months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or
(6) 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.


10.                                 Exercise
of Option.


(a)                                  Procedure
for Exercise; Rights as a Stockholder. 
Any Option granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.  An Option may not be exercised for a fraction
of a Share.


An
Option shall be deemed exercised when the Company receives: (i) written
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the 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 Administrator and permitted by the Option Agreement and the
Plan.  Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by
the appropriate entry 



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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 stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be
issued) such Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13 of the Plan.


Exercise
of an Option in any manner shall result in a decrease in 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 which the Option is exercised.


(b)                                 Termination
of Relationship as a Service Provider. 
If an Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the
Option as set forth in the Option Agreement). 
In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for three (3) months following the Optionee’s
termination.  Unless the Administrator
provides otherwise, if on the date of termination the Optionee is not vested as
to his or her entire Option, the Shares covered by the unvested 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 by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.


(c)                                  Disability
of Optionee.  If an Optionee ceases
to be a Service Provider as a result of the Optionee’s Disability, the Optionee
may exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on 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 absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee’s
termination.  Unless the Administrator
provides otherwise, if on the date of termination the Optionee is not vested as
to his or her entire Option, the Shares covered by the unvested 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.


(d)                                 Death
of Optionee.  If an Optionee dies
while a Service Provider, the Option may be exercised within such period of
time as is 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 designated beneficiary, provided such beneficiary has been
designated prior to Optionee’s death in a form acceptable to the Administrator.  If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative
of the Optionee’s estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee’s will or in accordance with the laws of descent and
distribution.  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee’s termination.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.



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(e)                                  Leaves
of Absence.


(i)                            Unless
the Administrator provides otherwise, vesting of Options granted hereunder
shall be suspended during any unpaid leave of absence.


(ii)                         A Service
Provider shall not cease to be an Employee in the case of (A) any leave of
absence approved by the Company or (B) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.


(iii)                      For purposes
of Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
then three (3) months following the 91st day of such leave, any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option.


11.                                 Stock
Purchase Rights.


(a)                                  Rights
to Purchase.  Stock Purchase Rights
may be issued either alone, in addition to, or in tandem with other awards
granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree 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, and the time within which such person must accept such
offer.  The offer shall be accepted by
execution of a Restricted Stock Purchase Agreement in the form determined by
the Administrator.


(b)                                 Repurchase
Option.  Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant the
Company a repurchase option exercisable within 90 days of the voluntary or
involuntary termination of the purchaser’s service with the Company for any
reason (including death or disability). 
Unless the Administrator provides otherwise, the purchase price for
Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be
the original price paid by the purchaser 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.


(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.


(d)                                 Rights
as a Stockholder.  Once the Stock
Purchase Right is exercised, the purchaser shall have rights equivalent to
those of a stockholder and shall be a stockholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the Company.  No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase
Right is exercised, except as provided in Section 13 of the Plan.


12.                                 Transferability
of Options and Stock Purchase Rights. 
Unless determined otherwise by the Administrator, Options and Stock
Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the Optionee, only by
the Optionee.



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13.                                 Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


(a)                                  Adjustments.  In the event that any dividend
or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
the Administrator, in order to prevent diminution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
may (in its sole discretion) adjust the number and class of Shares that may be
delivered under the Plan and/or the number, class, and price of Shares covered
by each outstanding Option or Stock Purchase Right.


(b)                                 Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  To the extent it
has not been previously exercised, an Option or Stock Purchase Right will
terminate 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 into another corporation, or a Change in
Control, each outstanding Option and Stock Purchase Right shall be assumed or
an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. 
In the event that the successor corporation in a merger or Change in
Control refuses to assume or substitute for the Option or Stock Purchase Right,
then the Optionee shall fully vest in and have the right to exercise the Option
or Stock Purchase Right as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable.  If an Option or Stock Purchase Right is not
assumed or substituted in the event of a merger or Change in Control, the
Administrator shall notify the Optionee in writing that the Option or Stock
Purchase Right shall be fully exercisable for a period of time as determined by
the Administrator, and the Option or Stock Purchase Right shall terminate upon
expiration of such period for no consideration, unless otherwise determined by
the Administrator.  For the purposes of
this paragraph, the Option or Stock Purchase Right shall be considered assumed
if, following the merger or Change in Control, the option or right confers the
right to purchase or receive, for each Share subject to the Option or Stock
Purchase Right immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received
in the merger or Change in Control by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each
Share subject to the Option or Stock Purchase Right, to be solely common stock
of the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of common stock in the merger or
Change in Control.



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14.                                 Time
of Granting Options and Stock Purchase Rights.  The date of grant of an Option or Stock
Purchase Right shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, or such
later date as is determined by the Administrator.  Notice of the determination shall be given to
each Service Provider to whom an Option or Stock Purchase Right is so granted
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 or terminate the Plan.


(b)                                 Stockholder
Approval.  The Board shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.


(c)                                  Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination of
the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect 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 an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery
of such Shares shall comply with Applicable Laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance.


(b)                                 Investment
Representations.  As a condition to
the exercise of an Option or Stock Purchase Right, the Administrator may
require the person exercising such Option or Stock Purchase Right to represent
and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.


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


18.                                 Reservation
of Shares.  The Company, during the
term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


19.                                 Stockholder
Approval.  The Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted.  Such
stockholder approval shall be obtained in the degree and manner required under
Applicable Laws.



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APPENDIX
A


TO


ARTEIS, INC 2005 STOCK PLAN


(for California residents only)


This
Appendix A to the Arteis Inc. 2005 Stock Plan shall apply only to Optionees  who are residents of the State of
California and who are receiving an Option or Stock Purchase Right under the
Plan.  Capitalized terms contained herein
shall have the same meanings given to them in the Plan, unless otherwise
provided by this Appendix A.  Notwithstanding
any provisions contained in the Plan to the contrary and to the extent required
by Applicable Laws, the following terms shall apply to all Options and Stock
Purchase Rights granted to residents of the State of California, until such
time as the Administrator amends this Appendix A.


(a)                                  Nonstatutory
Stock Options granted to a person who, at the time of grant of such Option,
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, shall have an
exercise price not less than one hundred and ten percent (110%) of the Fair
Market Value per Share on the date of grant. 
Nonstatutory Stock Options granted to any other person shall have an
exercise price that is not less than eighty-five percent (85%) of the Fair
Market Value per Share on the date of grant. 
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.


(b)                                 The
term of each Option shall be stated in the Option Agreement, provided, however,
that the term shall be no more than ten (10) years from the date of grant
thereof.  The term of each Restricted
Stock Purchase Agreement shall be no more than ten (10) years from the date the
agreement is entered into.


(c)                                  Unless
determined otherwise by the Administrator, Options or Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or the laws of descent and distribution, and may
be exercised during the lifetime of the Optionee, only by the Optionee.  If the Administrator in its sole discretion
makes an Option or Stock Purchase Right transferable, such Option or Stock
Purchase Right may only be transferred (i) by will, (ii) by the laws of descent
and distribution, or (iii) as permitted by Rule 701 of the Securities Act of
1933, as amended.


(d)                                 Except
in the case of Options granted to officers, Directors and Consultants, Options
shall become exercisable at a rate of no less than twenty percent (20%) per
year over five (5) years from the date the Options are granted.


(e)                                  If
an Optionee ceases to be a Service Provider, such Optionee may exercise his or
her Option within thirty (30) days of termination, or such longer period of
time as specified in the Option Agreement, to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement).



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(f)                                    If
an Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, Optionee may exercise his or her Option within six (6) months of
termination, or such longer period of time as specified in the Option
Agreement, to the extent the Option is vested on 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).


(g)                                 If
an Optionee dies while a Service Provider, the Option may be exercised within
six (6) months following the Optionee’s death, or such longer period of time as
specified in the Option Agreement, to the extent the Option is vested on 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) by the Optionee’s designated
beneficiary, personal representative, or by the person(s) to whom the Option is
transferred pursuant to the Optionee’s will or in accordance with the laws of
descent and distribution.


(h)                                 The
terms of any Stock Purchase Rights offered under this Appendix A shall comply
in all respects with Section 260.140.42 of Title 10 of the California Code of
Regulations including, without limitation, that except with respect to Shares
purchased by officers, Directors and Consultants, the repurchase option shall
in no case lapse at a rate of less than twenty percent (20%) per year over five
(5) years from the date of purchase.


(i)                                     No
Option or Stock Purchase Right shall be granted to a resident of California
more than ten (10) years after the earlier of the date of adoption of the Plan
or the date the Plan is approved by the stockholders.


(j)                                     The
Company shall provide to each Optionee and to each individual who acquires
Shares under the Plan, not less frequently than annually during the period such
Optionee has one or more Options or Stock Purchase Rights outstanding, and, in
the case of an individual who acquires Shares pursuant to the Plan, during the
period such individual owns such Shares, copies of annual financial statements.  The Company shall not be required to provide
such statements to key Employees whose duties in connection with the Company
assure their access to equivalent information.


(k)                                  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the Administrator, in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, may (in its sole discretion) adjust the number and class of
shares of common stock that may be delivered under the Plan and/or the number,
class, and price of shares covered by each outstanding Option; provided,
however, that the Administrator shall make such adjustments to the extent
required by Section 25102(o) of the California Corporations Code.


(l)                                     This
Appendix A shall be deemed to be part of the Plan and the Administrator shall
have the authority to amend this Appendix A in accordance with Section 15 of
the Plan.



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