IXI
      MOBILE, INC.

     

    2000
      SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN

     

    1. Purposes
      of the Plan.
      The
      purposes of this Stock 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 Committee at the
      time of grant. 

     

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

     

    (a) “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
      are
      granted under the Plan.

     

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


     

    (c) “Cause”
      means,
      with
      respect to the termination by the Company, a Subsidiary or a Successor
      Corporation, of an Optionee’s services, that such termination is for “Cause” as
      such term is expressly defined in a then-effective written agreement between
      the
      Optionee and the Company or such Subsidiary or Successor Corporation, or in
      the
      absence of such then-effective written agreement and definition, is based on,
      in
      the determination of the Committee, the Optionee’s: (i) material breach of any
      written agreement with the Company or such Subsidiary or Successor Corporation;
      or (ii) conviction of a crime involving dishonesty, breach of trust, or physical
      or emotional harm to any person. 

     

    (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; 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (f) “Committee”
means
      the Board or any committee of one or more Directors appointed by the Board
      in
      accordance with Section 4 hereof as shall be administering the
      Plan.

     

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

     

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

     

    (i) “Consultant”
means
      any natural person who is engaged by the Company or any Parent or Subsidiary
      to
      render consulting or advisory services to such entity and who satisfies the
      requirements of subsection (c)(1) of Rule 701 under the Securities Act of 1933,
      as amended. 

     

    (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. A Service Provider shall not cease to
      be an
      Employee in the case of (i) any leave of absence approved by the Company or
      (ii)
      transfers between locations of the Company or between the Company, its Parent,
      any Subsidiary, or any successor. 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 90th 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. 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) “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 Committee 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

     

    (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 Committee. 


    
      
        
        

      

      
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    (o) “IPO”
shall
      mean the first public offering by the Company of its Common Stock pursuant
      to an
      offering registered under the Securities Act.

     

    (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 or electronic 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.

     

    (u) “Optionee”
means
      the holder of an outstanding Option 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 2000 Stock Incentive Plan.

     

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

     

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

     

    (z) “Share”
means
      a
      share of the Common Stock, as adjusted in accordance with Section 12
      below.

     

    (aa) “Subsidiary”
means
      a
“subsidiary corporation,” whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

     

    (bb) “Successor
      Corporation”
means
      the merged, consolidated, surviving or acquiring corporation or entity, as
      the
      case may be, in any merger or Change in Control (including, if applicable,
      the
      Company). 

     

    3. Stock
      Subject to the Plan.
      

     

    (a) Basic
      Limitation.
      The
      maximum aggregate number of Shares that may be subject to Options and sold
      under
      this Plan, the IXI Mobile, Inc. 2000 Israeli Stock Option Plan and the IXI
      Mobile, Inc. 2003 Israeli Stock Option Plan (each as amended from time to time)
      (collectively, the "Equity Plans") is 20,000,000 Shares (the "Common Reserve").
      To the extent Options, options or other awards covering Shares are issued under
      any Equity Plan, the Common Reserve shall be appropriately reduced by the number
      of Shares subject to such awards. The Shares may be authorized but unissued,
      or
      reacquired Common Stock. The number of Shares that are subject to Options
      outstanding at any time under the Plan shall not exceed the number of Shares
      that then remain available for issuance under the Equity Plans.


    
      
        
        

      

      
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    (b) Additional
      Shares.
      In the
      event that any outstanding Option for any reason expires or is canceled or
      otherwise terminated, the Shares allocable to the unexercised portion of such
      Option shall again be available for the purposes of the Equity Plans (unless
      any
      such Equity Plan has terminated) and shall be added back to the Common Reserve.
      In the event that Shares of restricted stock issued under the Plan are
      reacquired by the Company at their original purchase price, such Shares shall
      again be available for the purposes of the Equity Plans and shall be returned
      to
      the Common Reserve.

     

    4. Administration
      of the Plan.

     

    (a) Committee.
      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 Committee.
      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 Committee shall have the authority in its
      discretion:

     

    (i) to
      determine the Fair Market Value;

     

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

     

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

     

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

     

    (v) to
      determine the terms and conditions of any Option granted hereunder. Such terms
      and conditions include, but are not limited to, the exercise price, the time
      or
      times when Options 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 the Common Stock relating
      thereto, based in each case on such factors as the Committee, in its sole
      discretion, shall determine;

     

    (vi) 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;

     

    (vii) 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 that number
      of
      Shares having a Fair Market Value equal to the minimum amount 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 Committee may deem necessary or
      advisable; and

     

    
      
        
        

      

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

       

    

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

     

    5. Eligibility.
      Nonstatutory Stock Options 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 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 shareholder approval in accordance with Section 18, the Plan shall become
      effective upon its adoption by the Board. Unless sooner terminated under Section
      14, 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 date of the most recent Board
      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.

     

    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 Committee, but shall be subject
      to
      the following:

     

    (i) In
      the
      case of an Incentive Stock Option


    
      
        
        

      

      
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    (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

     

    (A) granted
      to a Service Provider 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 Service Provider, the per Share exercise price shall be no less
      than 85% of the Fair Market Value per Share on the date of grant.

     

    (iii) Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price other
      than
      as required above pursuant to a merger or other corporate
      transaction.

     

    (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 Committee (and,
      in
      the case of an Incentive Stock Option, shall be determined at the time of
      grant), in its sole and absolute discretion. Such consideration may consist
      of,
      without limitation, cash, check, or consideration received by the Company under
      a formal cashless exercise program adopted by the Company (if at all, in its
      sole and absolute discretion) in connection with the Plan, or any combination
      of
      the foregoing methods of payment. 

     

    10. Exercise
      of Option.

     

    (a) Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms hereof
      at
      such times and under such conditions as determined by the Committee and set
      forth in the Option Agreement. Except in the case of Options granted to
      officers, Directors and Consultants, Options shall become exercisable at a
      rate
      of no less than 20% per year over five (5) years from the date the Options
      are
      granted. Unless the Committee provides otherwise, and subject to the above
      20%
      per year over five years limitation (if applicable), vesting of Options granted
      hereunder to Optionees shall be suspended during any unpaid leave of absence.
      An
      Option may not be exercised for a fraction of a Share.

     

    An
      Option
      shall be deemed exercised when the Company receives (i) written or electronic
      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 Committee in its sole
      and
      absolute discretion and permitted by the Option Agreement and the Plan. Until
      the Shares are issued (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 shareholder 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 12 of the Plan.


    
      
        
        

      

      
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    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 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). 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 Committee, 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 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). 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
      six
      (6) months following Optionee’s death, or such longer period of time as
      specified in the Option Agreement, to the extent that the Option is vested
      on
      the date of death (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 Committee. 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. 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.

     

    11. Limited
      Transferability of Options.
      Unless
      determined otherwise by the Committee, Options 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 Committee in its sole
      discretion makes an Option transferable, such Option may only be transferred
      by
      (i) will, (ii) the laws of descent and distribution, (iii) instrument to an
      inter vivos or testamentary trust in which the Option is to be passed to
      beneficiaries upon the death of the Optionee, or (iv) gift to a member of
      Optionee’s immediate family (as such term is defined in Rule 16a-1(e) of the
      Exchange Act). In addition, any transferable Option shall contain additional
      terms and conditions as the Committee deems appropriate.


    
      
        
        

      

      
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    12. Adjustments
      Upon Changes in Capitalization, Merger or Change in Control.

     

    (a) Changes
      in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number and type
      of Shares which have been authorized for issuance under the Plan but as to
      which
      no Options have yet been granted or which have been returned to the Plan upon
      cancellation or expiration of an Option, and the number and type of Shares
      covered by each outstanding Option, as well as the price per Share covered
      by
      each such outstanding Option, shall be proportionately adjusted for any increase
      or decrease in the number or type of issued Shares resulting from a stock split,
      reverse stock split, stock dividend, combination or reclassification of the
      Common Stock, or any other increase or decrease in the number of issued shares
      of Common Stock effected without receipt of consideration by the Company. The
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been “effected without receipt of consideration.” Such adjustment shall be
      made by the Board, whose determination in that respect 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, type or price of Shares subject to an
      Option.

     

    (b) Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the Committee
      shall notify each Optionee as soon as practicable prior to the effective date
      of
      such proposed transaction. The Committee in its discretion may provide for
      an
      Optionee to have the right to exercise his or her Option until fifteen (15)
      days
      prior to such transaction as to all of the Optioned Stock covered thereby,
      including Shares as to which the Option would not otherwise be exercisable.
      In
      addition, the Committee may provide that any Company repurchase option
      applicable to any Shares 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 in the manner contemplated. To the extent it has not been
      previously exercised, an Option 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 shall be assumed, or an equivalent option
      substituted, by the Successor Corporation (or a Parent or Subsidiary of the
      Successor Corporation). For the purposes of this paragraph, the Option shall
      be
      considered assumed if, following the merger or Change in Control, the Option
      confers the right to purchase or receive, for each Share of Optioned Stock
      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 or Subsidiary, the Committee may, with the consent of the Successor
      Corporation, provide for the consideration to be received upon the exercise
      of
      the Option, for each Share of Optioned Stock, 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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    Notwithstanding
      the above, the Board, or the board of directors of the Successor Corporation,
      may determine at its sole and absolute discretion, which determination shall
      be
      final and binding on all Optionees, that, in lieu of such assumption or
      substitution: (i) all outstanding Options must be exercised (to the extent,
      and
      with respect to such number of Shares, as that they may be exercised at such
      time) within a specified period of time prior to such merger or Change in
      Control, or such Options will expire and be terminated (provided, however,
      that
      Optionees shall subsequently be entitled, and at the discretion of the Board
      or
      the board of directors of the Successor Corporation, be required, to participate
      in the merger or Change in Control by selling or exchanging (as the case may
      be)
      the Shares purchased as a result of such exercise, in the merger or Change
      in
      Control transaction); or (ii) the Company or the Successor Corporation (or
      its
      Parent or Subsidiary) shall, upon the effective date of such merger or Change
      in
      Control or within a specified period of time before or after the same, purchase,
      and thereby terminate, all outstanding Options for an amount equal to the excess
      of the Fair Market Value of the Shares that were vested under each Option at
      such time over the Exercise Price thereof, and/or to purchase all Shares that
      were purchased by Optionees under any Option prior to such merger or Change
      in
      Control, on the effective date thereof, for the Fair Market Value of such
      Shares; such amount to be paid in cash, stock or a combination thereof, as
      set
      forth above.

     

    If,
      in
      the event of a merger or Change in Control, any Options are not assumed or
      substituted as aforesaid, and the Board or the board of directors of the
      Successor Corporation does not determine otherwise (either pursuant to the
      above
      paragraph or otherwise) in its sole and absolute discretion, then any and all
      such Options shall, to the extent not exercised earlier, terminate and expire
      immediately upon the effective date of such merger or Change in
      Control.

     

    Notwithstanding
      anything contained herein to the contrary, if, prior to the IPO, all or
      substantially all of the Shares of the Company are to be sold, exchanged or
      otherwise disposed of in connection with a merger or Change in Control
      transaction, then the Board or the board of directors of the Successor
      Corporation may determine, at its sole and absolute discretion, which
      determination shall be final and binding on all Optionees, that any and all
      Optionees that have exercised their Options be obligated to participate in
      such
      merger or Change in Control transaction by selling, exchanging or otherwise
      disposing of (as the case may be) all Shares purchased by such Optionees
      pursuant to such Options, on the effective date of such merger or Change in
      Control, for the Fair Market Value thereof; such amount to be paid in cash,
      stock or a combination thereof, as set forth hereinabove. For the avoidance
      of
      doubt, it is hereby clarified that the person designated by the Company as
      Escrow Agent (defined in Section 20 hereof) hereunder shall have full right
      and
      authority, in the name of such Optionees, to sign, execute, deliver, file and/or
      fill in, in any and all necessary or appropriate places, any stock assignments,
      stock certificates, or any other necessary or applicable documentation as may
      be
      required in connection with the transfer, sale, exchange or disposition of
      such
      Shares as aforesaid.

     

    13. Time
      of Granting Options.
      The
      date of grant of an Option shall, for all purposes, be the date on which the
      Committee makes the determination granting such Option, or such later date
      as is
      determined by the Committee. Notice of the determination shall be given to
      each
      Service Provider to whom an Option is so granted within a reasonable time after
      the date of such grant.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    14. Amendment
      and Termination of the Plan.

     

    (a) Amendment
      and Termination.
      The
      Board may at any time amend, alter, suspend or terminate the Plan.

     

    (b) Shareholder
      Approval.
      The
      Board shall obtain shareholder 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 Committee, which agreement must be in writing and signed by the Optionee
      and the Company. Termination of the Plan shall not affect the Committee'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.

     

    15. Conditions
      Upon Issuance of Shares.

     

    (a) Legal
      Compliance.
      Shares
      shall not be issued pursuant to the exercise of an Option unless the exercise
      of
      such Option 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, the Committee may require the person
      exercising such Option 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.

     

    16. 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.

     

    17. 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.

     

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

     

    19. Information
      to Optionees.
      The
      Company shall provide to each Optionee and to each individual who acquires
      Shares pursuant to the Plan, not less frequently than annually during the period
      such Optionee has one or more Options 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.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    20. Restrictions
      on Optionees and Shares.
      Without
      derogating from any other provision, restriction or undertaking contained herein
      or in any Option Agreement (including without limitation any right of first
      refusal or repurchase right contained therein or in any exhibit thereto), the
      Optionees, and any and all Shares purchased by Optionees pursuant to any
      Options, shall be subject to the following limitations and restrictions prior
      to
      and until the effective date of the IPO:

     

    (a) In
      no
      event shall any Shares purchased upon exercise of any Option be sold, given
      away, assigned, pledged, hypothecated, disposed of or otherwise transferred
      (i)
      to a competitor of the Company, its Parent or Subsidiary, (ii) if such transfer
      would result in any incremental tax to the Company, its stockholders, Parent
      or
      Subsidiary, or (iii) if the Board of Directors believes in good faith such
      transfer may adversely affect the Company, its Parent or
      Subsidiary;

     

    (b) As
      security for each Optionee’s faithful performance of the terms of this Plan and
      of the Option Agreement between each Optionee and the Company, including without
      limitation the restrictions on transfer of Shares, the right of first refusal
      and the transfer of the Shares upon a Merger or Change in Control, and to ensure
      that the Shares will be available for delivery in any such instance, each
      Optionee shall, upon the exercise of his or her Option, and as a condition
      to
      the issuance of any Shares pursuant thereto, deliver to and deposit with a
      person designated by the Board, as Escrow Agent (“Escrow Agent”), such number of
      Stock Assignments as shall be determined by the Committee, duly endorsed (with
      date and number of shares blank), together with the certificate or certificates
      evidencing the Shares; said documents to be held by the Escrow Agent and
      delivered by Escrow Agent pursuant to the provisions of this Plan and of the
      Option Agreement between each Optionee and the Company, and, at the Company’s
      discretion, pursuant to more detailed joint escrow instructions of the Company
      and the Optionee, in a form as shall be determined by the Company at its sole
      and absolute discretion. It is clarified that the above restrictions shall
      also
      apply to any permitted transferee or assignee of the Shares, prior to the
      IPO;

     

    (c) The
      Escrow Agent shall be indemnified and held harmless by the Company against
      any
      costs or expenses (including counsel fees) reasonably incurred by such person,
      or any liabilities (including any sum paid in settlement of a claim with the
      approval of the Company) arising out of any act or omission, in connection
      with
      the voting of such proxy or the fulfillment of such person’s duties or
      responsibilities as Escrow Agent, unless arising out of fraud or bad faith,
      and
      to the extent permitted pursuant to Applicable Laws. Such indemnification shall
      be in addition to any rights of indemnification such person may have, as a
      director or otherwise, pursuant to applicable law, to the Company's Certificate
      of Incorporation, its By Laws, or pursuant to any agreement, stockholders’ or
      disinterested directors’ resolutions or consents, insurance policy or otherwise;
      and

     

    (d) Each
      Optionee, if so requested by the Company or any representative of the
      underwriters (the “Managing
      Underwriter”)
      in
      connection with any registration of the offering of any securities of the
      Company under the Securities Act, shall not sell or otherwise transfer any
      Shares or other securities of the Company during the 180-day period (or such
      other period as may be requested in writing by the Managing Underwriter and
      agreed to in writing by the Company) (the “Market
      Standoff Period”)
      following the effective date of a registration statement of the Company filed
      under the Securities Act. The Company may impose stop-transfer instructions
      with respect to securities subject to the foregoing restrictions until the
      end
      of such Market Standoff Period.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (e) Optionees
      shall not dispose of any Shares in transactions which violate, in the opinion
      of
      the Company, any applicable laws, rules and regulations, including
      without limitation the securities laws of any jurisdiction.
      If any
      Shares shall be registered under the Securities Act, no public offering other
      than in a national securities exchange, as defined in the Exchange Act, of
      any
      Shares shall be made by Optionees or any other person under such circumstances
      that such Optionees or other person may be deemed an underwriter as defined
      in
      the Securities Act.

     

    (f) The
      Company shall have the authority to endorse upon the certificate or certificates
      representing the Shares such legends referring to the foregoing restrictions,
      and any other applicable restrictions, as it may deem appropriate (which do
      not
      violate the Optionees’ rights according to this Plan or the applicable Option
      Agreement).

     

    (g) The
      Company shall not be required (i) to transfer on its books any shares of Common
      Stock that shall have been sold or transferred in violation of any of the
      provisions set forth above or (ii) to treat as owner of such Shares or to accord
      the right to vote as such owner or to pay dividends to any transferee to whom
      such Shares shall have been so transferred.


    
      
        
        

      

      
        -12-