Exhibit 4.1


APATAR, INC.


2005 STOCK INCENTIVE PLAN


1.     Purpose


The purpose of this 2005
Stock Incentive Plan (the “Plan”) of Apatar, Inc., a Delaware corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s
ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with
equity ownership opportunities and performance-based incentives that are
intended to align their interests with those of the Company’s
stockholders.  Except where the context
otherwise requires, the term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder (the “Code”) and any other business
venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the
Board of Directors of the Company (the “Board”).


2.     Eligibility


All of the Company’s
employees, officers, directors, consultants and advisors are eligible to
receive options, restricted stock, restricted stock units and other stock-based
awards (each, an “Award”) under the Plan. 
Each person who receives an Award under the Plan is deemed a “Participant”.


3.     Administration and Delegation


(a)   Administration by Board of Directors.  The Plan will be administered by the
Board.  The Board shall have authority to
grant Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable.  The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency.  All decisions by the Board shall be made in
the Board’s sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.


(b)   Appointment of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board” shall
mean the Board or a Committee of the Board to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee.


4.     Stock Available for Awards.  Subject to adjustment under Section 8, Awards
may be made under the Plan for up to 1,500,000 shares of common stock, $.001
par value per share, of the 













 


Company (the “Common
Stock”).  If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part (including as the result of shares of Common
Stock subject to such Award being repurchased by the Company at the original
issuance price pursuant to a contractual repurchase right) or results in any
Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan.  Further, shares of Common Stock tendered to
the Company by a Participant to exercise an Award shall be added to the number
of shares of Common Stock available for the grant of Awards under the
Plan.  However, in the case of Incentive
Stock Options (as hereinafter defined), the foregoing provisions shall be
subject to any limitations under the Code. 
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.  At no time while there is any Option (as
defined below) outstanding and held by a Participant who was a resident of the
State of California on the date of grant of such Option, shall the total number
of shares of Common Stock issuable upon exercise of all outstanding options and
the total number of shares provided for under any stock bonus or similar plan
of the Company exceed the applicable percentage as calculated in accordance
with the conditions and exclusions of Section 260.140.45 of the California Code
of Regulations (the “California Regulations”), based on the shares of the
Company which are outstanding at the time the calculation is made.


 


5.     Stock Options


 


(a)   General.  The Board may grant options to purchase
Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable.  An
Option which is not intended to be an Incentive Stock Option (as hereinafter
defined) shall be designated a “Nonstatutory Stock Option”.


 


(b)   Incentive Stock Options.  An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”)
shall only be granted to employees of Apatar, Inc., any of Apatar, Inc.’s
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code, and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code.  The Company shall have
no liability to a Participant, or any other party, if an Option (or any part
thereof) that is intended to be an Incentive Stock Option is not an Incentive
Stock Option or for any action taken by the Board pursuant to Section 9(f),
including without limitation the conversion of an Incentive Stock Option to a
Nonstatutory Stock Option.


 


(c)   Exercise Price.  The Board shall establish the exercise price
of each Option and specify such exercise price in the applicable option
agreement.


 


(d)   Duration of Options.  Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.


 


(e)   Exercise of Option.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section



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5(f) for the
number of shares for which the Option is exercised.  Shares of Common Stock subject to the Option
will be delivered by the Company following exercise either as soon as
practicable or, subject to such conditions as the Board shall specify, on a
deferred basis (with the Company’s obligation to be evidenced by an instrument
providing for future delivery of the deferred shares at the time or times
specified by the Board).


 


(f)    Payment Upon Exercise.  Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:


 


(1)   in cash or by check, payable to the order of
the Company;


(2)   except as the Board may otherwise provide in
an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required
tax withholding;


(3)   when the Common Stock is registered under the
Exchange Act, by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board (“Fair Market Value”), provided (i) such method of payment is then
permitted under applicable law, (ii) such Common Stock, if acquired directly
from the Company, was owned by the Participant for such minimum period of time,
if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements;


(4)   to the extent permitted by applicable law and
by the Board, by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other
lawful consideration as the Board may determine; or


(5)   by any combination of the above permitted
forms of payment.


(g)   Substitute Options.  In connection with a merger or consolidation
of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Options in substitution for any options
or other stock or stock-based awards granted by such entity or an affiliate
thereof.  Substitute Options may be
granted on such terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Options contained in the other sections of
this Section 5 or in Section 2. 
Substitute Options shall not count against the overall share limit set
forth in Section 4(a), except as may be required by reason of Section 422 and
related provisions of the Code.


(h)   Repricing of Options.  The Board may, without stockholder approval,
amend any outstanding Option granted under the Plan to provide an exercise
price per share that is lower than the then-current exercise price per share of
such outstanding Option.  The Board may
also, without stockholder approval, cancel any outstanding option (whether or
not granted under the Plan) and grant in substitution therefor new Awards under
the Plan covering the same or a



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different
number of shares of Common Stock and having an exercise price per share lower
than the then-current exercise price per share of the cancelled option.


 


6.     Restricted
Stock; Restricted Stock Units


(a)   General.  The Board may grant Awards entitling
recipients to acquire shares of Common Stock (“Restricted Stock”), subject to
the right of the Company to repurchase all or part of such shares at their
issue price or other stated or formula price from the recipient in the event
that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award. 
Instead of granting Awards for Restricted Stock, the Board may grant
Awards entitling the recipient to receive shares of Common Stock to be
delivered at the time such shares of Common Stock vest (“Restricted Stock Units”)
(Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted
Stock Award”).


(b)   Terms and Conditions.  The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for repurchase
(or forfeiture) and the issue price.


(c)   Stock Certificates.  Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee).  At the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the Participant or
if the Participant has died, to the beneficiary designated, in a manner
determined by the Board, by a Participant to receive amounts due or exercise
rights of the Participant in the event of the Participant’s death (the “Designated
Beneficiary”).  In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.


7.     Other
Stock-Based Awards


Other Awards of shares of
Common Stock, and other Awards that are valued in whole or in part by reference
to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including
without limitation stock appreciation rights and Awards entitling recipients to
receive shares of Common Stock to be delivered in the future.  Such Other Stock Unit Awards shall also be
available as a form of payment in the settlement of other Awards granted under
the Plan or as payment in lieu of compensation to which a Participant is
otherwise entitled.  Other Stock Unit
Awards may be paid in shares of Common Stock or cash, as the Board shall
determine.  Subject to the provisions of
the Plan, the Board shall determine the conditions of each Other Stock Unit
Award, including any purchase price applicable thereto.


8.     Adjustments
for Changes in Common Stock and Certain Other Events


(a)   Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other



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than an
ordinary cash dividend, (i) the number and class of securities available under
this Plan, (ii) the number and class of securities and exercise price per share
of each outstanding Option, (iii) the repurchase price per share subject to
each outstanding Restricted Stock Award, and (iv) the terms of each other
outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent determined by the
Board.


 


(b)   Reorganization Events


(1)   Definition.  A “Reorganization Event” shall mean:  (a) any merger or consolidation of the
Company with or into another entity as a result of which all of the Common
Stock of the Company is converted into or exchanged for the right to receive
cash, securities or other property or is cancelled, (b) any exchange of all of
the Common Stock of the Company for cash, securities or other property pursuant
to a share exchange transaction or (c) any liquidation or dissolution of the
Company.


(2)   Consequences of a Reorganization Event on
Awards Other than Restricted Stock Awards. 
In connection with a Reorganization Event, the Board shall take any one or
more of the following actions as to all or any outstanding Awards on such terms
as the Board determines: 
(i) provide that Awards shall be assumed, or substantially
equivalent Awards shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (ii) upon written notice to a
Participant, provide that the Participant’s unexercised Options or other
unexercised Awards shall become exercisable in full and will terminate
immediately prior to the consummation of such Reorganization Event unless
exercised by the Participant within a specified period following the date of
such notice, (iii) provide that outstanding Awards shall become realizable
or deliverable, or restrictions applicable to an Award shall lapse, in whole or
in part prior to or upon such Reorganization Event, (iv) in the event of a
Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share surrendered in
the Reorganization Event (the “Acquisition Price”), make or provide for a cash
payment to a Participant equal to (A) the Acquisition Price times the
number of shares of Common Stock subject to the Participant’s Options or other
Awards (to the extent the exercise price does not exceed the Acquisition Price)
minus (B) the aggregate exercise price of all such outstanding Options or other
Awards, in exchange for the termination of such Options or other Awards,
(v) provide that, in connection with a liquidation or dissolution of the
Company, Awards shall convert into the right to receive liquidation proceeds
(if applicable, net of the exercise price thereof) and (vi) any combination of
the foregoing.


For purposes of clause
(i) above, an Option shall be considered assumed if, following consummation of
the Reorganization Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately prior to the
consummation of the Reorganization Event, the consideration (whether cash,
securities or other property) received as a result of the Reorganization Event
by holders of Common Stock for each share of Common Stock held immediately
prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization
Event is not solely common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of the acquiring or
succeeding corporation, provide for the consideration to be received upon the



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exercise of
Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent value (as determined by the
Board) to the per share consideration received by holders of outstanding shares
of Common Stock as a result of the Reorganization Event.


 


To the extent all or any
portion of an Option becomes exercisable solely as a result of clause (ii)
above, the Board may provide that upon exercise of such Option the Participant
shall receive shares subject to a right of repurchase by the Company or its
successor at the Option exercise price; such repurchase right (x) shall lapse
at the same rate as the Option would have become exercisable under its terms
and (y) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to clause (ii) above.


(3)   Consequences of a Reorganization Event on
Restricted Stock Awards.  Upon the
occurrence of a Reorganization Event other than a liquidation or dissolution of
the Company, the repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of the Company’s
successor and shall apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such
Reorganization Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award.  Upon the occurrence of a Reorganization Event
involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any Restricted
Stock Award or any other agreement between a Participant and the Company, all
restrictions and conditions on all Restricted Stock Awards then outstanding
shall automatically be deemed terminated or satisfied.


9.     General
Provisions Applicable to Awards


(a)   Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.


(b)   Documentation.  Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine.  Each Award may contain terms and conditions
in addition to those set forth in the Plan.


(c)   Board Discretion.  Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not
be identical, and the Board need not treat Participants uniformly.


(d)   Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or
other  change in the employment or other
status of a Participant and the extent to which, and the period during which,
the Participant, or the Participant’s legal representative, conservator,
guardian or Designated Beneficiary, may exercise rights under the Award.



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(e)   Withholding.  Each Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of, any taxes required
by law to be withheld in connection with an Award to such Participant.  Except as the Board may otherwise provide in
an Award, for so long as the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery
of shares of Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value; provided, however,
except as otherwise provided by the Board, that the total tax withholding where
stock is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income).  Shares surrendered to satisfy tax withholding
requirements cannot be subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements. 
The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.


 


(f)    Amendment of Award.  The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.


(g)   Conditions on Delivery of Stock.  The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan until (i) all conditions of the
Award have been met or removed to the satisfaction of the Company, (ii) in
the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including
any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.


(h)   Acceleration.  The Board may at any time provide that any
Award shall become immediately exercisable in full or in part, free of some or
all restrictions or conditions, or otherwise realizable in full or in part, as
the case may be.


10.   Miscellaneous


(a)   No Right To Employment or Other Status.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with
the Company.  The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.


(b)   No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any 



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shares of
Common Stock to be distributed with respect to an Award until becoming the
record holder of such shares. 
Notwithstanding the foregoing, in the event the Company effects a split
of the Common Stock by means of a stock dividend and the exercise price of and
the number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.


 


(c)   Effective Date and Term of Plan.  The Plan shall become effective on the date
on which it is adopted by the Board.  No
Awards shall be granted under the Plan after the completion of 10 years from
the earlier of (i) the date on which the Plan was adopted by the Board or (ii)
the date the Plan was approved by the Company’s stockholders, but Awards
previously granted may extend beyond that date.


(d)   Amendment of Plan.  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.


(e)   Authorization of Sub-Plans.  The Board may from time to time establish one
or more sub-plans under the Plan for purposes of satisfying applicable blue
sky, securities or tax laws of various jurisdictions.  The Board shall establish such sub-plans by
adopting supplements to this Plan containing (i) such limitations on the Board’s
discretion under the Plan as the Board deems necessary or desirable or (ii)
such additional terms and conditions not otherwise inconsistent with the Plan
as the Board shall deem necessary or desirable. 
All supplements adopted by the Board shall be deemed to be part of the
Plan, but each supplement shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any
supplement to Participants in any jurisdiction which is not the subject of such
supplement.


(f)    Compliance with Code Section 409A.  No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the
Board, at the time of grant, specifically provides that the Award is not
intended to comply with Section 409A of the Code.


(g)   Governing Law.  The provisions of the Plan and all Awards
made hereunder shall be governed by and interpreted in accordance with the laws
of the State of Delaware, excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.


 



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APATAR, INC.


2005 STOCK
INCENTIVE PLAN


 


CALIFORNIA
SUPPLEMENT


Pursuant to Section 10(e)
of the Plan, the Board has adopted this supplement for purposes of satisfying
the requirements of Section 25102(o) of the California Law.  Any Awards granted under the Plan to a
Participant who is a resident of the State of California on the date of grant
(a “California Participant”) shall be subject to the following additional
limitations, terms and conditions:


1.     Additional Limitations on Options.


(a)   Minimum Vesting Rate.  Except in the case of Options granted to
California Participants who are officers, directors, managers, consultants or
advisors of the Company or its affiliates (which Options may become exercisable
at whatever rate is determined by the Board), Options granted to California
Participants shall become exercisable at a rate of no less than 20% per year
over five years from the date of grant; provided, that, such
Options may be subject to such reasonable forfeiture conditions as the Board
may choose to impose and which are not inconsistent with Section 260.140.41 of
the California Regulations.


(b)   Minimum Exercise Price.  The exercise price of Options granted to
California Participants may not be less than 85% of the Fair Market Value of
the Common Stock on the date of grant in the case of a Nonstatutory Stock
Option or less than 100% of the Fair Market Value of the Common Stock on the
date of grant in the case of an Incentive Stock Option; provided, however,
that if the California Participant is a person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporations, the exercise price shall be
not less than 110% of the Fair Market Value of the Common Stock on the date of
grant.


(c)   Maximum Duration of Options.  No Options granted to California Participants
will be granted for a term in excess of 10 years.


(d)   Minimum Exercise Period Following
Termination.  Unless a California
Participant’s employment is terminated for cause (as defined in any contract of
employment between the Company and such Participant, or if none, in the
instrument evidencing the grant of such Participant’s Option), in the event of
termination of employment of such Participant, he or she shall have the right
to exercise an Option, to the extent that he or she was otherwise entitled to
exercise such Option on the date employment terminated, as follows: (i) at
least six months from the date of termination, if termination was caused by
such Participant’s death or “permanent and total disability” (within the
meaning of Section 22(e)(3) of the Code) and (ii) at least 30 days from the
date of termination, if termination was caused other than by such Participant’s
death or “permanent and total disability” (within the meaning of Section
22(e)(3) of the Code).


(e)   Limitation on Repurchase Rights.  If an Option granted to a California
Participant gives the Company the right to repurchase shares of Common Stock
issued pursuant to the Plan 



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upon termination of
employment of such Participant, the terms of such repurchase right must comply
with Section 260.140.41(k) of the California Regulations.


 


2.     Additional
Limitations for Restricted Stock Awards.


(a)   Minimum Purchase Price.  The purchase price for a Restricted Stock
Award granted to a California Participant shall be not less than 85% of the
Fair Market Value of the Common Stock at the time such Participant is granted
the right to purchase shares under the Plan or at the time the purchase is
consummated; provided, however, that if such Participant is a
person who owns stock possessing more than 10% of the total combined voting
power or value of all classes of stock of the Company or its parent or
subsidiary corporations, the purchase price shall be not less than 100% of the
Fair Market Value of the Common Stock at the time such Participant is granted
the right to purchase shares under the Plan or at the time the purchase is
consummated.


(b)   Limitation of Repurchase Rights.  If a Restricted Stock Award granted to a
California Participant gives the Company the right to repurchase shares of
Common Stock issued pursuant to the Plan upon termination of employment of such
Participant, the terms of such repurchase right must comply with Section
260.140.42(h) of the California Regulations.


3.     Additional
Limitations for Other Stock-Based Awards. 
The terms of all Awards granted to a California Participant under
Section 7 of the Plan shall comply, to the extent applicable, with Section
260.140.41 or Section 260.140.42 of the California Regulations.


4.     Additional
Requirement to Provide Information to California Participants.  The Company shall provide to each California
Participant and to each California Participant who acquires Common Stock
pursuant to the Plan, not less frequently than annually, copies of annual
financial statements (which need not be audited).  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.


5.     Additional
Limitations on Timing of Awards.  No
Award granted to a California Participant shall become exercisable, vested or
realizable, as applicable to such Award, unless the Plan has been approved by a
majority of the Company’s stockholders within 12 months before or after the
date the Plan was adopted by the Board.


6.     Additional
Limitations Relating to Definition of Fair Market Value.  For purposes of Section 1(b) and 2(a) of this
supplement, “Fair Market Value” shall be determined in a manner not
inconsistent with Section 260.140.50 of the California Regulations.


7.     Additional
Restriction Regarding Recapitalizations, Stock Splits, Etc.  For purposes of Section 8 of the Plan, in the
event of a stock split, reverse stock split, stock dividend, recapitalization,
combination, reclassification or other distribution of the Company’s
securities, the number of securities allocated to each California Participant
must be adjusted proportionately and without the receipt by the Company of any
consideration from any California Participant.


 



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