**EXHIBIT 10.1**
**XICOR, INC.**
**2002 STOCK OPTION PLAN**
     1. Purposes of the Plan. The purposes of this 2002 Stock Option Plan are:
      •  to attract and retain the best available personnelfor 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 orNonstatutory Stock Options, as determined by the Administrator at the time ofgrant.
     2. Definitions. As used herein, the following definitions shall apply:
          (a) “Administrator” means the Board or any of its Committees as shall beadministering the Plan, in accordance with Section 4 of the Plan.
          (b) “Applicable Laws” means the requirements relating to theadministration of stock option plans under U. S. state corporate laws, U.S.federal and state securities laws, the Code, any stock exchange or quotationsystem on which the Common Stock is listed or quoted and the applicable laws ofany foreign country or jurisdiction where Options are, or will be, grantedunder the Plan.
          (c) “Board” means the Board of Directors of the Company.
          (d) “Change in Control” means the occurrence of any of the followingevents:
               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of theExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of theExchange Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power representedby the Company’s then outstanding voting securities; or
               (ii) A change in the composition of the Board occurring within a two-yearperiod, as a result of which fewer than a majority of the directors areIncumbent Directors. “Incumbent Directors” will mean directors who either (A)are directors of the Company as of the date hereof, or (B) are elected, ornominated for election, to the Board with the affirmative votes of at least amajority of the Incumbent Directors at the time of such election or nomination(but will not include an individual whose election or nomination is inconnection with an actual or threatened proxy contest relating to the electionof directors to the Company); or
               (iii) The consummation of the sale or disposition by the Company of all orsubstantially all of the Company’s assets; or
 

 

               (iv) The consummation of a merger or consolidation of the Company with anyother corporation, other than a merger or consolidation which would result inthe voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities ofthe Company or such surviving entity or its parent outstanding immediatelyafter 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 inaccordance with Section 4 of the Plan.
          (g) “Common Stock” means the common stock of the Company.
          (h) “Company” means Xicor, Inc., a California corporation.
          (i) “Consultant” means any natural person, including an advisor, engagedby the Company 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 inSection 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. A ServiceProvider shall not cease to be an Employee in the case of (i) any leave ofabsence approved by the Company, (ii) transfers between locations of theCompany or between the Company, its Parent, any Subsidiary, or any successor,or (iii) a termination of service with the Company, but such servicerecommences within ninety (90) days of the date of such termination. Neitherservice as a Director nor payment of a director’s fee by the Company shall besufficient 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 Stockdetermined as follows:
               (i) If the Common Stock is listed on any established stock exchange or anational market system, including without limitation the Nasdaq National Marketor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Valueshall be the closing sales price for such stock (or the closing bid, if nosales were reported) as quoted on such exchange or system on the day ofdetermination, 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 securitiesdealer but selling prices are not reported, the Fair Market Value of a Share ofCommon Stock shall be the mean between the high bid and low asked prices forthe Common Stock on the day of
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determination, as reported in *The Wall Street Journal*or such other sourceas the Administrator deems reliable;
               (iii) In the absence of an established market for the Common Stock, theFair Market Value shall be determined in good faith by the Administrator.
          (o) “Incentive Stock Option” means an Option intended to qualify as anincentive stock option within the meaning of Section 422 of the Code and theregulations promulgated thereunder.
          (p) “Nonstatutory Stock Option” means an Option not intended to qualify asan Incentive Stock Option.
          (q) “Notice of Grant” means a written or electronic notice evidencingcertain terms and conditions of an individual Option grant. The Notice ofGrant is part of the Option Agreement.
          (r) “Officer” means a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules and regulationspromulgated thereunder.
          (s) “Option” means a stock option granted pursuant to the Plan.
          (t) “Option Agreement” means an agreement between the Company and anOptionee evidencing the terms and conditions of an individual Option grant.The Option Agreement is subject to the terms and conditions of the Plan.
          (u) “Optioned Stock” means the Common Stock subject to an Option.
          (v) “Optionee” means the holder of an outstanding Option granted under thePlan.
          (w) “Parent” means a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code.
          (x) “Plan” means this 2002 Stock Option Plan, as amended and restated.
          (y) “Retirement” means a termination of an Optionee’s status as a ServiceProvider when the Optionee is age 55 or over and has continuously been aService Provider for at least ten (10) years on the date of such termination.
          (z) “RIF” means a termination of an Optionee’s status as a ServiceProvider resulting from a work force reduction or job elimination.
          (aa) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor toRule 16b-3, as in effect when discretion is being exercised with respect to thePlan.
          (bb) “Section 16(b) “ means Section 16(b) of the Exchange Act.
          (cc) “Service Provider” means an Employee, Director or Consultant.
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          (dd) “Share” means a share of the Common Stock, as adjusted in accordancewith Section 12 of the Plan.
          (ee) “Subsidiary” means a “subsidiary corporation”, whether now orhereafter existing, as defined in Section 424(f) of the Code.
     3. Stock Subject to the Plan. Subject to the provisions of Section 12 ofthe Plan, the maximum aggregate number of Shares that may be optioned and soldunder the Plan is 1,000,000 Shares plus (a) any Shares which have been reservedbut not issued under the Company’s 1990 Incentive and Non-Incentive StockOption Plan (the “1990 Plan”) upon the date the 1990 Plan terminates, and (b)any Shares returned to the 1990 Plan following the date of its termination as aresult of termination of options granted under the 1990 Plan. The Shares maybe authorized, but unissued, or reacquired Common Stock.
          If an Option expires or becomes unexercisable without having beenexercised in full, the unpurchased Shares which were subject thereto shallbecome available for future grant or sale under the Plan (unless the Plan hasterminated); provided, however, that Shares that have actually been issuedunder the Plan upon exercise of an Option shall not be returned to the Plan andshall not become available for future distribution under the Plan, except thatif Shares of restricted stock are repurchased by the Company at their originalpurchase price, such Shares shall become available for future grant under thePlan.
     4. Administration of the Plan.
          (a) Procedure.
               (i) Multiple Administrative Bodies. Different Committees with respect todifferent groups of Service Providers may administer the Plan.
               (ii) Section 162(m). To the extent that the Administrator determines itto be desirable to qualify Options granted hereunder as “performance-basedcompensation” within the meaning of Section 162(m) of the Code, the Plan shallbe administered by a Committee of two or more “outside directors” within themeaning of Section 162(m) of the Code.
               (iii) Rule 16b-3. To the extent desirable to qualify transactionshereunder as exempt under Rule 16b-3, the transactions contemplated hereundershall be structured to satisfy the requirements for exemption under Rule 16b-3.
               (iv) Other Administration. Other than as provided above, the Plan shallbe administered by (A) the Board or (B) a Committee, which committee shall beconstituted to satisfy Applicable Laws.
          (b) Powers of the Administrator. Subject to the provisions of the Plan,and in the case of a Committee, subject to the specific duties delegated by theBoard to such Committee, the Administrator shall have the authority, in itsdiscretion:
               (i) to determine the Fair Market Value;
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               (ii) to select the Service Providers to whom Options may be grantedhereunder;
               (iii) to determine the number of shares of Common Stock to be covered byeach Option granted hereunder;
               (iv) to approve forms of agreement for use under the Plan;
               (v) to determine the terms and conditions, not inconsistent with the termsof the Plan, of any Option granted hereunder. Such terms and conditionsinclude, but are not limited to, the exercise price, the time or times whenOptions may be exercised (which may be based on performance criteria), anyvesting acceleration or waiver of forfeiture restrictions, and any restrictionor limitation regarding any Option or the Shares relating thereto, based ineach case on such factors as the Administrator, in its sole discretion, shalldetermine;
               (vi) to construe and interpret the terms of the Plan and awards grantedpursuant to the Plan;
               (vii) to establish, amend and rescind rules and regulations relating tothe Plan, including rules and regulations relating to sub-plans established forthe purpose of satisfying applicable foreign laws;
               (viii) to modify or amend each Option (subject to Section 14(c) of thePlan), including the discretionary authority to extend the post-terminationexercisability period of Options longer than is otherwise provided for in thePlan;
               (ix) to allow Optionees to satisfy withholding tax obligations by electingto have the Company withhold from the Shares to be issued upon exercise of anOption that number of Shares having a Fair Market Value equal to the minimumamount required to be withheld. The Fair Market Value of the Shares to bewithheld shall be determined on the date that the amount of tax to be withheldis to be determined. All elections by an Optionee to have Shares withheld forthis purpose shall be made in such form and under such conditions as theAdministrator may deem necessary or advisable;
               (x) to authorize any person to execute on behalf of the Company anyinstrument required to effect the grant of an Option previously granted by theAdministrator;
               (xi) to correct any defect, supply any omission, or reconcile anyinconsistency in the Plan, or in any Option Agreement, in a manner and to theextent it shall deem necessary, all of which determinations and interpretationsmade by the Administrator shall be conclusive and binding on all Optionees, anyother holders of Options and on their legal representatives and beneficiaries;and
               (xii) except to the extent prohibited by, or impermissible in order toobtain treatment desired by the Administrator under Applicable Laws, toallocate or delegate all or any portion of its powers and responsibilities toany one or more of its members or to any person(s) selected by it, subject torevocation or modification by the Administrator of such allocation ordelegation.
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               (xiii) to make all other determinations deemed necessary or advisable foradministering the Plan.
          (c) Effect of Administrator’s Decision. The Administrator’s decisions,determinations and interpretations shall be final and binding on all Optioneesand any other holders of Options.
     5. Eligibility. Nonstatutory Stock Options may be granted to ServiceProviders. Incentive Stock Options may be granted only to Employees.
     6. Limitations.
          (a) Each Option shall be designated in the Option Agreement as either anIncentive Stock Option or a Nonstatutory Stock Option. However,notwithstanding such designation, to the extent that the aggregate Fair MarketValue of the Shares with respect to which Incentive Stock Options areexercisable for the first time by the Optionee during any calendar year (underall plans of the Company and any Parent or Subsidiary) exceeds $100,000, suchOptions shall be treated as Nonstatutory Stock Options. For purposes of thisSection 6(a), Incentive Stock Options shall be taken into account in the orderin which they were granted. The Fair Market Value of the Shares shall bedetermined 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 anyright with respect to continuing the Optionee’s relationship as a ServiceProvider with the Company, nor shall they interfere in any way with theOptionee’s right or the Company’s right to terminate such relationship at anytime, with or without cause.
          (c) The following limitations shall apply to grants of Options:
               (i) No Service Provider shall be granted, in any fiscal year of theCompany, Options to purchase more than 500,000 Shares.
               (ii) In connection with his or her initial service, a Service Provider maybe granted Options to purchase up to an additional 750,000 Shares, which shallnot count against the limit set forth in subsection (i) above.
               (iii) The foregoing limitations shall be adjusted proportionately inconnection with any change in the Company’s capitalization as described inSection 12.
               (iv) If an Option is cancelled in the same fiscal year of the Company inwhich it was granted (other than in connection with a transaction described inSection 12), the cancelled Option will be counted against the limits set forthin subsections (i) and (ii) above.
     7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall becomeeffective upon its adoption by the Board. It shall continue in effect for aterm of ten (10) years unless terminated earlier under Section 14 of the Plan.
     8. Term of Option. The term of each Option shall be stated in the OptionAgreement. In the case of an Incentive Stock Option, the term shall be ten(10) years from the date of grant or
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such shorter term as may be provided in the Option Agreement. Moreover,in the case of an Incentive Stock Option granted to an Optionee who, at thetime the Incentive Stock Option is granted, owns stock representing more thanten percent (10%) of the total combined voting power of all classes of stock ofthe Company or any Parent or Subsidiary, the term of the Incentive Stock Optionshall be five (5) years from the date of grant or such shorter term as may beprovided in the Option Agreement.
     9. Option Exercise Price and Consideration.
          (a) Exercise Price. The per share exercise price for the Shares to beissued pursuant to exercise of an Option shall be determined by theAdministrator, 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 isgranted, owns stock representing more than ten percent (10%) of the votingpower of all classes of stock of the Company or any Parent or Subsidiary, theper Share exercise price shall be no less than 110% of the Fair Market Valueper Share on the date of grant.
                    (B) granted to any Employee other than an Employee described in paragraph(A) immediately above, 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 exerciseprice shall be no less than 85% of the Fair Market Value per Share on the dateof grant as determined by the Administrator. In the case of a NonstatutoryStock Option intended to qualify as “performance-based compensation” within themeaning of Section 162(m) of the Code, the per Share exercise price shall be noless than 100% of the Fair Market Value per Share on the date of grant.
               (iii) Notwithstanding the foregoing, Options may be granted with a perShare exercise price of less than 100% of the Fair Market Value per Share onthe date of grant pursuant to a merger or other corporate transaction.
          (b) Waiting Period and Exercise Dates. At the time an Option is granted,the Administrator shall fix the period within which the Option may be exercisedand shall determine any conditions that must be satisfied before the Option maybe exercised.
          (c) Form of Consideration. The Administrator shall determine theacceptable form of consideration for exercising an Option, including the methodof payment. In the case of an Incentive Stock Option, the Administrator shalldetermine the acceptable form of consideration at the time of grant. Suchconsideration may consist entirely of:
               (i) cash;
               (ii) check;
               (iii) promissory note;
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               (iv) other Shares, provided Shares acquired directly or indirectly fromthe Company, (A) have been vested and owned by the Optionee for more than six(6) months on the date of surrender, and (B) have a Fair Market Value on thedate of surrender equal to the aggregate exercise price of the Shares as towhich said Option shall be exercised;
               (v) consideration received by the Company under a cashless exerciseprogram implemented by the Company in connection with the Plan;
               (vi) a reduction in the amount of any Company liability to the Optionee,including any liability attributable to the Optionee’s participation in anyCompany-sponsored deferred compensation program or arrangement;
               (vii) any combination of the foregoing methods of payment; or
               (viii) such other consideration and method of payment for the issuance ofShares to the extent permitted by Applicable Laws.
     10. Exercise of Option.
          (a) Procedure for Exercise; Rights as a Shareholder. Any Option grantedhereunder shall be exercisable according to the terms of the Plan and at suchtimes and under such conditions as determined by the Administrator and setforth in the Option Agreement. An Option may not be exercised for a fractionof a Share.
               An Option shall be deemed exercised when the Company receives: (i) writtenor electronic notice of exercise (in accordance with the Option Agreement) fromthe person entitled to exercise the Option, and (ii) full payment for theShares with respect to which the Option is exercised. Full payment may consistof any consideration and method of payment authorized by the Administrator andpermitted by the Option Agreement and the Plan. Shares issued upon exercise ofan Option shall be issued in the name of the Optionee or, if requested by theOptionee, in the name of the Optionee and his or her spouse or in the name of afamily trust of which the Optionee is a trustee. Until the Shares are issued(as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receivedividends or any other rights as a shareholder shall exist with respect to theOptioned Stock, notwithstanding the exercise of the Option. The Company shallissue (or cause to be issued) such Shares promptly after the Option isexercised; provided that if the Company shall be advised by counsel thatcertain requirements under the Federal, state or foreign securities laws mustbe met before Shares may be issued under this Plan, the Company shall notifyall persons who have been issued Options, and the Company shall have noliability for failure to issue Shares under any exercise of Options because ofdelay while such requirements are being met or the inability of the Company tocomply with such requirements. No adjustment will be made for a dividend orother right for which the record date is prior to the date the Shares areissued, except as provided in Section 12 of the Plan.
               Exercising an Option in any manner shall decrease the number of Sharesthereafter available, both for purposes of the Plan and for sale under theOption, by the number of Shares as to which the Option is exercised.
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          (b) Termination of Relationship as a Service Provider. If an Optioneeceases to be a Service Provider, other than upon the Optionee’s death,Disability or as the result of a RIF or Retirement, the Optionee may exercisehis or her Option within such period of time as is specified in the OptionAgreement 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 such Option as setforth in the Option Agreement). In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for three (3) monthsfollowing the Optionee’s termination. If, on the date of termination, theOptionee 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, aftertermination, the Optionee does not exercise his or her Option within the timespecified by the Administrator, the Option shall terminate, and the Sharescovered by such Option shall revert to the Plan.
          (c) Disability of Optionee. If an Optionee ceases to be a ServiceProvider as a result of the Optionee’s Disability, the Optionee may exercisehis or her Option within such period of time as is specified in the OptionAgreement to the extent the Option is vested on the date of termination (but inno 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 OptionAgreement, the Option shall remain exercisable for twelve (12) months followingthe Optionee’s termination. If, on the date of termination, the Optionee isnot vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall revert to the Plan. If, after termination, theOptionee does not exercise his or her Option within the time specified herein,the Option shall terminate, and the Shares covered by such Option shall revertto the Plan.
          (d) Death of Optionee. If an Optionee dies while a Service Provider, theOption may be exercised following the Optionee’s death, within such period oftime as is specified in the Option Agreement to the extent that the Option isvested on the date of death (but in no event may the Option be exercised laterthan the expiration of the term of such Option as set forth in the OptionAgreement), by the Optionee’s designated beneficiary, provided such beneficiaryhas been designated prior to the Optionee’s death in a form acceptable to theAdministrator. If no such beneficiary has been designated by the Optionee,then such Option may be exercised by the personal representative of theOptionee’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 anddistribution. In the absence of a specified time in the Option Agreement, theOption shall remain exercisable for twelve (12) months following the Optionee’sdeath. If, at the time of death, the Optionee is not vested as to his or herentire Option, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan. If the Option is not so exercised within thetime specified herein, the Option shall terminate, and the Shares covered bysuch Option shall revert to the Plan.
          (e) Reduction in Force. If the Optionee ceases to be a Service Provideras the result of a RIF, the Optionee may exercise his or her Option within suchperiod of time as is specified in the Option Agreement, to the extent theOption is vested on the date of termination (but in no event later than theexpiration 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 shallremain exercisable for twelve (12) months following the Optionee’s termination.If, on the date of termination, the Optionee is not vested as to his or herentire Option, the Shares covered by the unvested portion of the Option shallrevert to the Plan. If, after termination, the Optionee does not exercise hisor her
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Option within the time specified herein, the Option shall terminate, andthe Shares covered by such Option shall revert to the Plan.
          (f) Retirement of Optionee. If the Optionee ceases to be a ServiceProvider as a result of his or her Retirement, the Optionee may exercise his orher Option within such period of time as is specified in the Option Agreement,to the extent the Option is vested on the date of Retirement (but in no eventlater than the expiration of the term of such Option as set forth in the OptionAgreement). In the absence of a specified time in the Option Agreement, theOption shall remain exercisable for twelve (12) months following the Optionee’stermination. If, on the date of Retirement, the Optionee is not vested as tohis or her entire Option, the Shares covered by the unvested portion of theOption shall revert to the Plan. If, after his or her Retirement, the Optioneedoes not exercise his or her Option within the time specified herein, theOption shall terminate, and the Shares covered by such Option shall revert tothe Plan.
          (g) Leaves of Absence.
               (i) Unless the Administrator provides otherwise, vesting of Optionsgranted hereunder shall continue during any unpaid leave of absence.
               (ii) A Service Provider shall not cease to be an Employee in the case ofany leave of absence approved by the Company.
               (iii) For purposes of Incentive Stock Options, no such leave may exceedninety (90) days, unless reemployment upon expiration of such leave isguaranteed by statute or contract. If reemployment upon expiration of a leaveof absence approved by the Company is not so guaranteed, then three (3) monthsfollowing the 91st day of such leave, any Incentive Stock Option held by theOptionee shall cease to be treated as an Incentive Stock Option and shall betreated for tax purposes as a Nonstatutory Stock Option.
     11. Transferability of Options. Unless determined otherwise by theAdministrator, an Option may not be sold, pledged, assigned, hypothecated,transferred, or disposed of in any manner other than by will or by the laws ofdescent or distribution and may be exercised, during the lifetime of theOptionee, only by the Optionee. If the Administrator makes an Optiontransferable, such Option shall contain such additional terms and conditions asthe Administrator deems appropriate.
     12. Adjustments; Dissolution; 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 ofShares or other securities of the Company, or other change in the corporatestructure of the Company affecting the Shares occurs, the Administrator, inorder to prevent diminution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan, may (in its solediscretion) adjust the number and class of Shares that may be delivered underthe Plan and/or the number, class, and price of Shares covered by eachoutstanding Option, as well as the numerical Share limits in Sections 6 of thePlan.
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               (b) Dissolution or Liquidation. In the event of the proposed dissolutionor liquidation of the Company, the Administrator shall notify each Optionee assoon as practicable prior to the effective date of such proposed transaction.The Administrator in its discretion may provide for an Optionee to have theright to exercise his or her Option until ten (10) days prior to suchtransaction as to all of the Optioned Stock covered thereby, including Sharesas to which the Option would not otherwise be exercisable. In addition, theAdministrator may provide that any Company repurchase option applicable to anyShares purchased upon exercise of an Option shall lapse as to all such Shares,provided the proposed dissolution or liquidation takes place at the time and inthe manner contemplated. To the extent it has not been previously exercised,an Option will terminate immediately prior to the consummation of such proposedaction.
               (c) Merger or Change in Control. In the event of a merger of the Companywith or into another corporation, or a Change in Control, each outstandingOption shall be assumed or an equivalent option substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation. In theevent that the successor corporation refuses to assume or substitute for theOption, the Optionee shall fully vest in and have the right to exercise theOption as to all of the Optioned Stock, including Shares as to which it wouldnot otherwise be vested or exercisable. If an Option becomes fully vested andexercisable in lieu of assumption or substitution in the event of a merger orChange in Control, the Administrator shall notify the Optionee in writing orelectronically that the Option shall be fully vested and exercisable for aperiod of fifteen (15) days from the date of such notice, and the Option shallterminate upon the expiration of such period.
                    For the purposes of this subsection (c), the Option shall be consideredassumed if, following the merger or Change in Control, the option confers theright to purchase or receive, for each Share subject to the Option immediatelyprior to the merger or Change in Control, the consideration (whether stock,cash, or other securities or property) received in the merger or Change inControl by holders of Common Stock for each Share held on the effective date ofthe transaction (and if holders were offered a choice of consideration, thetype of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the mergeror Change in Control is not solely common stock of the successor corporation orits Parent, the Administrator may, with the consent of the successorcorporation, provide for the consideration to be received upon the exercise ofthe Option, for each Share subject to the Option, to be solely common stock ofthe successor corporation or its Parent equal in fair market value to the pershare consideration received by holders of Common Stock in the merger or Changein Control.
     13. Date of Grant. The date of grant of an Option shall be, for allpurposes, the date on which the Administrator makes the determination grantingsuch Option, or such other later date as is determined by the Administrator.Notice of the determination shall be provided to each Optionee within areasonable time after the date of such grant.
     14. Amendment and Termination of the Plan.
          (a) Amendment and Termination. The Board may at any time amend, alter,suspend or terminate the Plan.
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          (b) Shareholder Approval. The Company shall obtain shareholder approvalof any Plan amendment to the extent necessary and desirable to comply withApplicable Laws and Section 14(c) below.
          (c) Effect of Amendment or Termination. No amendment, alteration,suspension or termination of the Plan shall (i) impair the rights of anyOptionee, unless mutually agreed otherwise between the Optionee and theAdministrator, which agreement must be in writing and signed by the Optioneeand the Company or (ii) permit the reduction of the exercise price of an Optionafter it has been granted (except for adjustments made pursuant to Section 12),unless approved by the Company’s shareholders. Neither may the Administrator,without the approval of the Company’s shareholders, cancel any outstandingOption and immediately replace it with a new Option with a lower exerciseprice. Termination of the Plan shall not affect the Administrator’s ability toexercise the powers granted to it hereunder with respect to Options grantedunder the Plan prior to the date of such termination.
     15. Conditions Upon Issuance of Shares.
          (a) Legal Compliance. Shares shall not be issued pursuant to the exerciseof an Option unless the exercise of such Option and the issuance and deliveryof such Shares shall comply with Applicable Laws and shall be further subjectto the approval of counsel for the Company with respect to such compliance.
          (b) Investment Representations. As a condition to the exercise of anOption, the Company may require the person exercising such Option to representand warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell ordistribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.
     16. Inability to Obtain Authority. The inability of the Company to obtainauthority from any regulatory body having jurisdiction, which authority isdeemed by the Company’s counsel to be necessary to the lawful issuance and saleof any Shares hereunder, shall relieve the Company of any liability in respectof the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.
     17. Reservation of Shares. The Company, during the term of this Plan,will at all times reserve and keep available such number of Shares as shall besufficient to satisfy the requirements of the Plan.
     18. Shareholder Approval. The Plan shall be subject to approval by theshareholders of the Company within twelve (12) months after the date the Planis adopted. Such shareholder approval shall be obtained in the manner and tothe degree required under Applicable Laws.
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