Exhibit 10.4**DENDREON CORPORATION****2002 BROAD BASED EQUITY INCENTIVE PLAN****Adopted February 27, 2002****Amended by the Board of Directors, December 6, 2006****Termination Date: February 26, 2012****1.** **Purposes.**     **(a) Eligible Stock Award Recipients.**The persons eligible to receive Stock Awards are theEmployees, Directors and Consultants of the Company and its Affiliates.     **(b) Available Stock Awards.**The purpose of the Plan is to provide a means by which eligiblerecipients of Stock Awards may be given an opportunity to benefit from increases in value of theCommon Stock through the granting of the following Stock Awards:(i) Nonstatutory Stock Options, (ii) stock bonuses and (iii) rights to acquire restrictedstock.     **(c) General Purpose.**The Company, by means of the Plan, seeks to retain the services of thegroup of persons eligible to receive Stock Awards, to secure and retain the services of new membersof this group and to provide incentives for such persons to exert maximum efforts for the successof the Company and its Affiliates.**2.** **Definitions.**     **(a) *****“Affiliate”***means any parent corporation or subsidiary corporation of the Company, whethernow or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, ofthe Code.     **(b) *****“Board”***means the Board of Directors of the Company.     **(c) *****“Code”***means the Internal Revenue Code of 1986, as amended.     **(d) *****“Committee”***means a committee of one or more members of the Board appointed by the Boardin accordance with subsection 3(c).     **(e) *****“Common Stock”***means the common stock of the Company.     **(f) *****“Company”***means **Dendreon Corporation**, a Delaware corporation.     **(g) *****“Consultant”***means any person, including an advisor, (i) engaged by the Company or anAffiliate to render consulting or advisory services and who is compensated for such services or(ii) who is a member of the Board of Directors of an Affiliate. However, the term “Consultant”shall not include either Directors who are not compensated by the Company
 1.

 
for their services asDirectors or Directors who are merely paid a director’s fee by the Company for their services asDirectors.     **(h) *****“Continuous Service”***means that the Participant’s service with the Company or anAffiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. TheParticipant’s Continuous Service shall not be deemed to have terminated merely because of a changein the capacity in which the Participant renders service to the Company or an Affiliate as anEmployee, Consultant or Director or a change in the entity for which the Participant renders suchservice, provided that there is no interruption or termination of the Participant’s ContinuousService. For example, a change in status from an Employee of the Company to a Consultant of anAffiliate or a Director will not constitute an interruption of Continuous Service. The Board orthe chief executive officer of the Company, in that party’s sole discretion, may determine whetherContinuous Service shall be considered interrupted in the case of any leave of absence approved bythat party, including sick leave, military leave or any other personal leave.     **(i) *****“Covered Employee”***means the chief executive officer and the four (4) other highestcompensated officers of the Company for whom total compensation is required to be reported tostockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.     **(j) *****“Director”***means a member of the Board of Directors of the Company.     **(k) *****“Disability”***means the permanent and total disability of a person within the meaning ofSection 22(e)(3) of the Code.     **(l) *****“Employee”***means any person employed by the Company or an Affiliate. Mere service as aDirector or payment of a director’s fee by the Company or an Affiliate shall not be sufficient toconstitute “employment” by the Company or an Affiliate.     **(m) *****“Exchange Act”***means the Securities Exchange Act of 1934, as amended.     **(n) “*****Fair Market Value”***means, as of any date, the value of the Common Stock determined asfollows:          **(i)**If the Common Stock is listed on any nationally recognized stock exchange, the Fair MarketValue of a share of Common Stock shall be the closing sales price for such stock (or the closingbid, if no sales were reported) as quoted on such exchange (or, if more than one, the exchange withthe greatest volume of trading in the Common Stock) on the date of such, as reported in *The WallStreet Journal*or such other source as the Board deems reliable.          **(ii)**In the absence of such markets for the Common Stock, the Fair Market Value shall bedetermined in good faith by the Board.     **(o) *****“Non-Employee Director”***means a Director who either (i) is not a current Employee orOfficer of the Company or its parent or a subsidiary, does not receive compensation (directly orindirectly) from the Company or its parent or a subsidiary for services rendered as a consultant orin any capacity other than as a Director (except for an amount as to which disclosure would not berequired under Item 404(a) of Regulation S-K promulgated pursuant to
 2.

 
the Securities Act(“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosurewould be required under Item 404(a) of Regulation S-K and is not engaged in a business relationshipas to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwiseconsidered a “non-employee director” for purposes of Rule 16b-3.     **(p) “*Nonstatutory Stock Option**”***means an Option not intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code and the regulations promulgated thereunder.     **(q) *****“Officer”***means a person who is an officer of the Company within the meaning of Section 16of the Exchange Act and the rules and regulations promulgated thereunder.     **(r) *****“Option”***means a Nonstatutory Stock Option granted pursuant to the Plan.     **(s) *****“Option Agreement”***means a written agreement between the Company and an Optionholderevidencing the terms and conditions of an individual Option grant. Each Option Agreement shall besubject to the terms and conditions of the Plan.     **(t) *****“Optionholder”***means a person to whom an Option is granted pursuant to the Plan or, ifapplicable, such other person who holds an outstanding Option.     **(u) *****“Outside Director”***means a Director who either (i) is not a current employee of theCompany or an “affiliated corporation” (within the meaning of Treasury Regulations promulgatedunder Section 162(m) of the Code), is not a former employee of the Company or an “affiliatedcorporation” receiving compensation for prior services (other than benefits under a tax qualifiedpension plan), was not an officer of the Company or an “affiliated corporation” at any time and isnot currently receiving direct or indirect remuneration from the Company or an “affiliatedcorporation” for services in any capacity other than as a Director or (ii) is otherwise consideredan “outside director” for purposes of Section 162(m) of the Code.     **(v) *****“Participant”***means a person to whom a Stock Award is granted pursuant to the Plan or, ifapplicable, such other person who holds an outstanding Stock Award.     **(w) *****“Plan”***means this Dendreon Corporation 2002 Broad Based Equity Incentive Plan.     **(x) *****“Rule 16b-3”***means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule16b-3, as in effect from time to time.     **(y) *****“Securities Act”***means the Securities Act of 1933, as amended.     **(z) *****“Stock Award”***means any right granted under the Plan, including an Option, a stock bonusand a right to acquire restricted stock.     **(aa) *****“Stock Award Agreement”***means a written agreement between the Company and a holder of aStock Award evidencing the terms and conditions of an individual Stock Award grant. Each StockAward Agreement shall be subject to the terms and conditions of this Plan.
 3.

 
**3.** **Administration.**     **(a) Administration by Board.**The Board shall administer the Plan unless and until the Boarddelegates administration to a Committee, as provided in subsection 3(c).     **(b) Powers of Board.**The Board shall have the power, subject to, and within the limitationsof, the express provisions of the Plan:          **(i)**To determine from time to time which of the persons eligible under the Plan shall begranted Stock Awards; when and how each Stock Award shall be granted; what type or combination oftypes of Stock Award shall be granted; the provisions of each Stock Award granted (which need notbe identical), including the time or times when a person shall be permitted to receive Common Stockpursuant to a Stock Award; and the number of shares of Common Stock with respect to which a StockAward shall be granted to each such person.          **(ii)**To construe and interpret the Plan and Stock Awards granted under it, and to establish,amend and revoke rules and regulations for its administration. The Board, in the exercise of thispower, may correct any defect, omission or inconsistency in the Plan or in any Stock AwardAgreement, in a manner and to the extent it shall deem necessary or expedient to make the Planfully effective.          **(iii)**To amend the Plan or a Stock Award as provided in Section 12.          **(iv)**Generally, to exercise such powers and to perform such acts as the Board deems necessaryor expedient to promote the best interests of the Company which are not in conflict with theprovisions of the Plan.     **(c) Delegation to Committee.**          **(i) General.**The Board may delegate administration of the Plan to a Committee or Committeesof one (1) or more members of the Board, and the term “Committee” shall apply to any person orpersons to whom such authority has been delegated. If administration is delegated to a Committee,the Committee shall have, in connection with the administration of the Plan, the powers theretoforepossessed by the Board, including the power to delegate to a subcommittee any of the administrativepowers the Committee is authorized to exercise (and references in this Plan to the Board shallthereafter be to the Committee or subcommittee), subject, however, to such resolutions, notinconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.The Board may abolish the Committee at any time and revest in the Board the administration of thePlan.          **(ii) Committee Composition when Common Stock is Publicly Traded.**At such time as the CommonStock is publicly traded, in the discretion of the Board, a Committeemay consist solely of two or more Outside Directors, in accordance with Section 162(m) of theCode, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Withinthe scope of such authority, the Board or the Committee may (1) delegate to a committee of one ormore members of the Board who are not Outside Directors the authority to grant Stock
 4.

 
Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be CoveredEmployees at the time of recognition of income resulting from such Stock Award or (b) not personswith respect to whom the Company wishes to comply with Section 162(m) of the Code and/or) (2)delegate to a committee of one or more members of the Board who are not Non-Employee Directors theauthority to grant Stock Awards to eligible persons who are not then subject to Section 16 of theExchange Act.     **(d) Effect of Board’s Decision.**All determinations, interpretations and constructions made bythe Board in good faith shall not be subject to review by any person and shall be final, bindingand conclusive on all persons.**4.** **Shares Subject to the Plan.**     **(a) Share Reserve.**Subject to the provisions of Section 11 relating to adjustments uponchanges in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall notexceed in the aggregate one million five hundred thousand (1,500,000) shares of Common Stock.     **(b) Reversion of Shares to the Share Reserve**. If any Stock Award shall for any reason expireor otherwise terminate, in whole or in part, without having been exercised in full, the shares ofCommon Stock not acquired under such Stock Award shall revert to and again become available forissuance under the Plan.     **(c) Source of Shares.**The shares of Common Stock subject to the Plan may be unissued sharesor reacquired shares, bought on the market or otherwise.**5.** **Eligibility.**     **(a) Eligibility for Specific Stock Awards**. Stock Awards may be granted to Employees,Directors and Consultants.     **(b) **Notwithstanding the foregoing, the aggregate number of shares underlying Stock Awardsgranted to Officers and Directors cannot exceed forty-nine percent (49%) of the number of sharesunderlying all Stock Awards granted under the Plan as determined on the third anniversary of thedate of the adoption of the Plan and on each anniversary date thereafter, except that there shallbe excluded from this calculation shares underlying Stock Awards granted to Officers not previouslyemployed by the Company as an inducement essential to such individuals entering into employmentcontracts with the Company.     **(c) Consultants.**          **(i)**A Consultant shall not be eligible for the grant of a Stock Award if, at the time ofgrant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available toregister either the offer or the sale of the Company’s securities to such Consultantbecause of the nature of the services that the Consultant is providing to the Company, orbecause the Consultant is not a natural person, or as otherwise provided by the rules governing theuse of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered inanother manner under the Securities Act (*e.g.,*on a Form S-3 Registration Statement) or (B) does
 5.

 
not require registration under the Securities Act in order to comply with the requirements of theSecurities Act, if applicable, and (ii) that such grant complies with the securities laws of allother relevant jurisdictions.          **(ii)**Form S-8 generally is available to consultants and advisors only if (i) they are naturalpersons; (ii) they provide bona fide services to the issuer, its parents, its majority-ownedsubsidiaries or majority-owned subsidiaries of the issuer’s parent; and (iii) the services are notin connection with the offer or sale of securities in a capital-raising transaction, and do notdirectly or indirectly promote or maintain a market for the issuer’s securities.**6.** **Option Provisions.**     Each Option shall be in such form and shall contain such terms and conditions as the Boardshall deem appropriate. The provisions of separate Options need not be identical, but each Optionshall include (through incorporation of provisions hereof by reference in the Option or otherwise)the substance of each of the following provisions:     **(a) Term.**The term of an Option shall be determined by the Board, either at the time of grantof the Option or as the Option may be amended thereafter.     **(b) Exercise Price of an Option.**The exercise price of each Option shall be not less thaneighty-five percent (85%) of the Fair Market Value of the Common Stock subject to the Option on thedate the Option is granted. Notwithstanding the foregoing, an Option may be granted with anexercise price lower than that set forth in the preceding sentence if such Option is grantedpursuant to an assumption or substitution for another option in a manner satisfying the provisionsof Section 424(a) of the Code.     **(c) Consideration.**The purchase price of Common Stock acquired pursuant to an Option shall bepaid, to the extent permitted by applicable statutes and regulations, either (i) in cash at thetime the Option is exercised or (ii) at the discretion of the Board at the time of the grant of theOption or subsequently, (1) by delivery to the Company of other Common Stock, (2) according to adeferred payment or other similar arrangement with the Optionholder or (3) in any other form oflegal consideration that may be acceptable to the Board. Unless otherwise specifically provided inthe Option, the purchase price of Common Stock acquired pursuant to an Option that is paid bydelivery to the Company of other Common Stock acquired, directly or indirectly from the Company,shall be paid only by shares of the Common Stock of the Company that have been held for more thansix (6) months (or such longer or shorter period of time required to avoid a charge to earnings forfinancial accounting purposes). At any time that the Company is incorporated in Delaware, paymentof the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not bemade by deferred payment.     In the case of any deferred payment arrangement, interest shall be compounded at leastannually and shall be charged at the minimum rate of interest necessary to avoid the treatment asinterest, under any applicable provisions of the Code, of any amounts other than amountsstated to be interest under the deferred payment arrangement.     **(d) Transferability of an Option.**An Option shall be transferable to the extent provided inthe Option Agreement. If the Option does not provide for transferability, then the
 6.

 
Option shall not be transferable except by will or by the laws of descent and distribution and shall beexercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding theforegoing, the Optionholder may, by delivering written notice to the Company, in a formsatisfactory to the Company, designate a third party who, in the event of the death of theOptionholder, shall thereafter be entitled to exercise the Option.     **(e) Vesting Generally.**The total number of shares of Common Stock subject to an Option may,but need not, vest and therefore become exercisable in periodic installments that may, but neednot, be equal. The Option may be subject to such other terms and conditions on the time or timeswhen it may be exercised (which may be based on performance or other criteria) as the Board maydeem appropriate. The vesting provisions of individual Options may vary. The provisions of thissubsection 6(g) are subject to any Option provisions governing the minimum number of shares ofCommon Stock as to which an Option may be exercised.     **(f) Termination of Continuous Service.**In the event an Optionholder’s Continuous Serviceterminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercisehis or her Option (to the extent that the Optionholder was entitled to exercise such Option as ofthe date of termination) but only within such period of time ending on the earlier of (i) the datethree (3) months following the termination of the Optionholder’s Continuous Service (or such longeror shorter period specified in the Option Agreement), or (ii) the expiration of the term of theOption as set forth in the Option Agreement. If, after termination, the Optionholder does notexercise his or her Option within the time specified in the Option Agreement, the Option shallterminate.     **(g) Extension of Termination Date.**An Optionholder’s Option Agreement may also provide thatif the exercise of the Option following the termination of the Optionholder’s Continuous Service(other than upon the Optionholder’s death or Disability) would be prohibited at any time solelybecause the issuance of shares of Common Stock would violate the registration requirements underthe Securities Act, then the Option shall terminate on the earlier of (i) the expiration of theterm of the Option set forth in subsection 6(a) or (ii) the expiration of a period of three (3)months after the termination of the Optionholder’s Continuous Service during which the exercise ofthe Option would not be in violation of such registration requirements.     **(h) Disability of Optionholder.**In the event that an Optionholder’s Continuous Serviceterminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or herOption (to the extent that the Optionholder was entitled to exercise such Option as of the date oftermination), but only within such period of time ending on the earlier of (i) the date twelve (12)months following such termination (or such longer or shorter period specified in the OptionAgreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement.If, after termination, the Optionholder does not exercise his or her Option within the timespecified herein, the Option shall terminate.     **(i) Death of Optionholder.**In the event (i) an Optionholder’s Continuous Service terminatesas a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any)specified in the Option Agreement after the termination of the Optionholder’s Continuous Servicefor a reason other than death, then the Option may be exercised (to the extent
 7.

 
the Optionholder wasentitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a personwho acquired the right to exercise the Option by bequest or inheritance or by a person designatedto exercise the Option upon the Optionholder’s death pursuant to subsection 6(e) or 6(f), but onlywithin the period ending on the earlier of (1) the date twelve (12) months following the date ofdeath (or such longer or shorter period specified in the Option Agreement) or (2) the expiration ofthe term of such Option as set forth in the Option Agreement. If, after death, the Option is notexercised within the time specified herein, the Option shall terminate.     **(j) Early Exercise.**The Option may, but need not, include a provision whereby theOptionholder may elect at any time before the Optionholder’s Continuous Service terminates toexercise the Option as to any part or all of the shares of Common Stock subject to the Option priorto the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subjectto a repurchase option in favor of the Company or to any other restriction the Board determines tobe appropriate. The Company will not exercise its repurchase option until at least six (6) months(or such longer or shorter period of time required to avoid a charge to earnings for financialaccounting purposes) have elapsed following exercise of the Option unless the Board otherwisespecifically provides in the Option.     **(k) Re-Load Options.**          **(i)**Without in any way limiting the authority of the Board to make or not to make grants ofOptions hereunder, the Board shall have the authority (but not an obligation) to include as part ofany Option Agreement a provision entitling the Optionholder to a further Option (a “Re-LoadOption”) in the event the Optionholder exercises the Option evidenced by the Option Agreement, inwhole or in part, by surrendering other shares of Common Stock in accordance with this Plan and theterms and conditions of the Option Agreement. Unless otherwise specifically provided in theOption, the Optionholder shall not surrender shares of Common Stock acquired, directly orindirectly from the Company, unless such shares have been held for more than six (6) months (orsuch longer or shorter period of time required to avoid a charge to earnings for financialaccounting purposes).          **(ii)**Any such Re-Load Option shall (1) provide for a number of shares of Common Stock equal tothe number of shares of Common Stock surrendered as part or all of the exercise price of suchOption; (2) have an expiration date which is the same as the expiration date of the Option theexercise of which gave rise to such Re-Load Option; and (3) have an exercise price which is equalto one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re-LoadOption on the date of exercise of the original Option. Notwithstanding the foregoing, a Re-LoadOption shall be subject to the same exercise price and term provisions heretofore described forOptions under the Plan.          **(iii)**There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall besubject to the availability of sufficient shares of Common Stock undersubsection 4(a) and shall be subject to such other terms and conditions as the Board maydetermine which are not inconsistent with the express provisions of the Plan regarding the terms ofOptions.
 8.

 
**7.** **Provisions of Stock Awards other than Options.**     **(a) Stock Bonus Awards.**Each stock bonus agreement shall be in such form and shall containsuch terms and conditions as the Board shall deem appropriate. The terms and conditions of stockbonus agreements may change from time to time, and the terms and conditions of separate stock bonusagreements need not be identical, but each stock bonus agreement shall include (throughincorporation of provisions hereof by reference in the agreement or otherwise) the substance ofeach of the following provisions:          **(i) Consideration.**A stock bonus may be awarded in consideration for past services actuallyrendered to the Company or an Affiliate for its benefit.          **(ii) Vesting.**Shares of Common Stock awarded under the stock bonus agreement may, but neednot, be subject to a share repurchase option in favor of the Company in accordance with a vestingschedule to be determined by the Board.          **(iii) Termination of Participant’s Continuous Service.**In the event a Participant’sContinuous Service terminates, the Company may reacquire any or all of the shares of Common Stockheld by the Participant which have not vested as of the date of termination under the terms of thestock bonus agreement.          **(iv) Transferability.**Rights to acquire shares of Common Stock under the stock bonusagreement shall be transferable by the Participant only upon such terms and conditions as are setforth in the stock bonus agreement, as the Board shall determine in its discretion, so long asCommon Stock awarded under the stock bonus agreement remains subject to the terms of the stockbonus agreement.     **(b) Restricted Stock Awards.**Each restricted stock purchase agreement shall be in such formand shall contain such terms and conditions as the Board shall deem appropriate. The terms andconditions of the restricted stock purchase agreements may change from time to time, and the termsand conditions of separate restricted stock purchase agreements need not be identical, but eachrestricted stock purchase agreement shall include (through incorporation of provisions hereof byreference in the agreement or otherwise) the substance of each of the following provisions:          **(i) Purchase Price.**The purchase price under each restricted stock purchase agreement shallbe such amount as the Board shall determine and designate in such restricted stock purchaseagreement. The purchase price shall not be less than eighty-five percent (85%) of the CommonStock’s Fair Market Value on the date such award is made or at the time the purchase isconsummated.          **(ii) Consideration.**The purchase price of Common Stock acquired pursuant to the restrictedstock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at thediscretion of the Board, according to a deferred payment or other similar arrangement with theParticipant; or (iii) in any other form of legal consideration that may be acceptable to the Boardin its discretion; provided, however, that at any time that the Company is
 9.

 
incorporated inDelaware, then payment of the Common Stock’s “par value,” as defined in the Delaware GeneralCorporation Law, shall not be made by deferred payment.          **(iii) Vesting.**Shares of Common Stock acquired under the restricted stock purchase agreementmay, but need not, be subject to a share repurchase option in favor of the Company in accordancewith a vesting schedule to be determined by the Board.          **(iv) Termination of Participant’s Continuous Service.**In the event a Participant’s ContinuousService terminates, the Company may repurchase or otherwise reacquire any or all of the shares ofCommon Stock held by the Participant which have not vested as of the date of termination under theterms of the restricted stock purchase agreement.          **(v) Transferability.**Rights to acquire shares of Common Stock under the restricted stockpurchase agreement shall be transferable by the Participant only upon such terms and conditions asare set forth in the restricted stock purchase agreement, as the Board shall determine in itsdiscretion, so long as Common Stock awarded under the restricted stock purchase agreement remainssubject to the terms of the restricted stock purchase agreement.**8.** **Covenants of the Company.**     **(a) Availability of Shares.**During the terms of the Stock Awards, the Company shall keepavailable at all times the number of shares of Common Stock required to satisfy such Stock Awards.     **(b) Securities Law Compliance.**The Company shall seek to obtain from each regulatorycommission or agency having jurisdiction over the Plan such authority as may be required to grantStock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;provided, however, that this undertaking shall not require the Company to register under theSecurities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to anysuch Stock Award. If, after reasonable efforts, the Company is unable to obtain from any suchregulatory commission or agency the authority which counsel for the Company deems necessary for thelawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from anyliability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless anduntil such authority is obtained.**9.** **Use of Proceeds from Stock.**     Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general fundsof the Company.**10.** **Miscellaneous.**     **(a) Acceleration of Exercisability and Vesting.**The Board shall have the power to acceleratethe time at which a Stock Award may first be exercised or the time during which a Stock Award orany part thereof will vest in accordance with the Plan, notwithstanding the provisions in the StockAward stating the time at which it may first be exercised or the time during which it will vest.
 10.

 
     **(b) Stockholder Rights.**No Participant shall be deemed to be the holder of, or to have any ofthe rights of a holder with respect to, any shares of Common Stock subject to such Stock Awardunless and until such Participant has satisfied all requirements for exercise of the Stock Awardpursuant to its terms.     **(c) No Employment or other Service Rights.**Nothing in the Plan or any instrument executed orStock Award granted pursuant thereto shall confer upon any Participant any right to continue toserve the Company or an Affiliate in the capacity in effect at the time the Stock Award was grantedor shall affect the right of the Company or an Affiliate to terminate (i) the employment of anEmployee with or without notice and with or without cause, (ii) the service of a Consultantpursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) theservice of a Director pursuant to the Bylaws of the Company or an Affiliate, as applicable, and anyapplicable provisions of the corporate law of the state in which the Company or the Affiliate isincorporated, as the case may be.     **(d) Investment Assurances.**The Company may require a Participant, as a condition ofexercising or acquiring Common Stock under any Stock Award, (i) to give written assurancessatisfactory to the Company as to the Participant’s knowledge and experience in financial andbusiness matters and/or to employ a purchaser representative reasonably satisfactory to the Companywho is knowledgeable and experienced in financial and business matters and that he or she iscapable of evaluating, alone or together with the purchaser representative, the merits and risks ofexercising the Stock Award; and (ii) to give written assurances satisfactory to the Company statingthat the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s ownaccount and not with any present intention of selling or otherwise distributing the Common Stock.The foregoing requirements, and any assurances given pursuant to such requirements, shall beinoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition ofCommon Stock under the Stock Award has been registered under a then currently effectiveregistration statement under the Securities Act or (2) as to any particular requirement, adetermination is made by counsel for the Company that such requirement need not be met in thecircumstances under the then applicable securities laws. The Company may, upon advice of counselto the Company, place legends on stock certificates issued under the Plan as such counsel deemsnecessary or appropriate in order to comply with applicable securities laws, including, but notlimited to, legends restricting the transfer of the Common Stock.     **(e) Withholding Obligations.**To the extent provided by the terms of a Stock Award Agreement,the Participant may satisfy any federal, state or local tax withholding obligation relating to theexercise or acquisition of Common Stock under a Stock Award by any of the following means (inaddition to the Company’s right to withhold from any compensation paid to the Participant by theCompany) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing theCompany to withhold shares of Common Stock from the shares ofCommon Stock otherwise issuable to the Participant as a result of the exercise or acquisitionof Common Stock under the Stock Award, provided, however, that no shares of Common Stock arewithheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii)delivering to the Company owned and unencumbered shares of Common Stock.**11.** **Adjustments upon Changes in Stock.**
 11.

 
     **(a) Capitalization Adjustments**. If any change is made in the Common Stock subject to thePlan, or subject to any Stock Award, without the receipt of consideration by the Company (throughmerger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividendin property other than cash, stock split, liquidating dividend, combination of shares, exchange ofshares, change in corporate structure or other transaction not involving the receipt ofconsideration by the Company), the Plan will be appropriately adjusted in the class(es) and themaximum number of securities subject to the Plan pursuant to subsection 4(a), and the outstandingStock Awards will be appropriately adjusted in the class(es) and number of securities and price pershare of Common Stock subject to such outstanding Stock Awards. The Board shall make suchadjustments, and its determination shall be final, binding and conclusive. (The conversion of anyconvertible securities of the Company shall not be treated as a transaction “without receipt ofconsideration” by the Company.)     **(b) Dissolution or Liquidation**. In the event of a dissolution or liquidation of the Company,then all outstanding Options and other unvested Stock Awards shall terminate immediately prior tosuch event.     **(c) Asset Sale, Merger, Consolidation or Reverse Merger**. In the event of (i) a sale, leaseor other disposition of all or substantially all of the assets of the Company, (ii) a consolidationor merger of the Company with or into any other corporation or other entity or person, or any othercorporate reorganization, in which the stockholders of the Company immediately prior to suchconsolidation, merger or reorganization, own less than 50% of the Company’s outstanding votingpower of the surviving entity (or its parent) following the consolidation, merger or reorganizationor (iii) any transaction (or series of related transactions involving a person or entity, or agroup of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’soutstanding voting power is transferred, then any surviving corporation or acquiring corporationshall assume any Stock Awards outstanding under the Plan or shall substitute similar stock awards(including an award to acquire the same consideration paid to the stockholders in the transactiondescribed in this subsection 12(c)) for those outstanding under the Plan. In the event anysurviving corporation or acquiring corporation refuses to assume such Stock Awards or to substitutesimilar stock awards for those outstanding under the Plan, then with respect to Stock Awards heldby Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and,if applicable, the time during which such Stock Awards may be exercised) shall be accelerated infull, and the Stock Awards shall terminate if not exercised (if applicable) at or prior to suchevent. With respect to any Stock Awards outstanding under the Plan held by individuals whoseContinuous Service has terminated at or prior to such event, such Stock Awards shall terminate ifnot exercised (if applicable) prior to such event.**12.** **Amendment of the Plan and Stock Awards.**     **(a) Amendment of Plan.**The Board at any time, and from time to time, may amend the Plan.However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, noamendment shall be effective unless approved by the stockholders of the Company to the extentstockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule16b-3 or any Nasdaq or securities exchange listing requirements.
 12.

 
     **(b) Stockholder Approval.**The Board may, in its sole discretion, submit any other amendmentto the Plan for stockholder approval, including, but not limited to, amendments to the Planintended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunderregarding the exclusion of performance-based compensation from the limit on corporate deductibilityof compensation paid to certain executive officers.     **(c) Contemplated Amendments.**It is expressly contemplated that the Board may amend the Planin any respect the Board deems necessary or advisable to provide eligible Employees with themaximum benefits provided or to be provided under the provisions of the Code and the regulationspromulgated thereunder and/or to bring the Plan and/or Options into compliance therewith.     **(d) No Impairment of Rights.**Rights under any Stock Award granted before amendment of thePlan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consentof the Participant and (ii) the Participant consents in writing.     **(e) Amendment of Stock Awards.**The Board at any time, and from time to time, may amend theterms of any one or more Stock Awards; provided, however, that the rights under any Stock Awardshall not be impaired by any such amendment unless (i) the Company requests the consent of theParticipant and (ii) the Participant consents in writing.**13.****Termination or Suspension of the Plan.**     **(a) Plan Term.**The Board may suspend or terminate the Plan at any time. Unless soonerterminated, the Plan shall terminate on February 26, 2012. No Stock Awards may be granted underthe Plan while the Plan is suspended or after it is terminated.     **(b) No Impairment of Rights.**Suspension or termination of the Plan shall not impair rightsand obligations under any Stock Award granted while the Plan is in effect except with the writtenconsent of the Participant.**14.** **Effective Date of Plan.**     The Plan shall become effective on the date the Plan is adopted by the Board.**15.** **Choice of Law.**     The law of the State of Delaware shall govern all questions concerning the construction,validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.
 13.