EXHIBIT 4.1 


            
            OPSWARE INC.

            AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN


            
            1.      Purposes of the Plan. The purposes of this 2000
            Stock Plan are:


            
            •      to attract and retain the best available
            personnel,


            
            •      to provide additional incentive to Employees,
            Directors and Consultants, and 


            
            •      to promote the success of the Company’s
            business.


            
            Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
            Options, as determined by the Administrator at the time of grant.  Stock Purchase
            Rights and Stock Appreciation Rights may also be granted under the Plan.


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


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


            
            (b)      “Applicable Laws” means the
            requirements relating to the administration of stock option plans under U. S. state
            corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or
            quotation system on which the Common Stock is listed or quoted and the applicable laws
            of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or
            will be, granted under the Plan.


            
            (c)      “Award” means, individually or
            collectively, a grant under the Plan of Options, Stock Purchase Rights, or Stock
            Appreciation Rights. 


            
            (d)      “Award Agreement” means a written or
            electronic agreement between the Company and a Participant evidencing the terms and
            conditions of each Award granted under the Plan. The Award Agreement is subject to the
            terms and conditions of the Plan.


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


            
            (f)      “Change of 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  

            

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            (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. 


            
            (iv)     A change in the composition of the Board, as a result of
            which fewer than a majority of the Directors are Incumbent Directors. 
            “Incumbent Directors” shall mean Directors who either (A) are Directors of
            the Company as of the date hereof, or (B) are elected, or nominated for election, to
            the Board with the affirmative votes of at least a majority of those Directors whose
            election or nomination was not in connection with any transaction described in
            subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy
            contest relating to the election of directors of the Company.


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


            
            (h)      “Committee” means a committee of
            Directors appointed by the Board in accordance with Section 4 of the Plan.


            
            (i)       “Common Stock” means the common
            stock of the Company.


            
            (j)       “Company” means Opsware
            Inc., a Delaware corporation.


            
            (k)     “Consultant” means any person, including
            an advisor, engaged by the Company or a Parent or Subsidiary to render services to such
            entity; provided however, that an individual providing services only as a Director
            shall not be considered a Consultant.


            
            (l)       “Director” means a member of the
            Board.


            
            (m)     “Disability” means total and permanent
            disability as defined in Section 22(e)(3) of the Code.


            
            (n)     “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 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, on the 181st 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.


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

            

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            (p)      “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 for the last market trading
            day prior to the time of determination, as reported in The Wall Street Journal or such
            other source as the Administrator deems reliable;


            
            (ii)      If the Common Stock is regularly quoted by a
            recognized securities dealer but selling prices are not reported, the Fair Market Value
            of a Share of Common Stock shall be the mean between the high bid and low asked prices
            for the Common Stock on the last market trading day prior to the day of determination,
            as reported in The Wall Street Journal or such other source as the Administrator deems
            reliable; or 


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


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


            
            (r)        “Inside Director” means a
            Director who is an Employee.


            
            (s)     “IPO Effective Date” means the date upon
            which the Securities and Exchange Commission declares the initial public offering of
            the Company’s Common Stock as effective.


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


            
            (u)     “Officer” means a person who is an
            officer of the Company within the meaning of Section 16 of the Exchange Act and the
            rules and regulations promulgated thereunder.


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


            
            (w)   “Option Exchange Program” means a program whereby
            outstanding Options are surrendered in exchange for Options with a lower exercise price
            or Restricted Stock.


            
            (x)     “Optioned Stock” means the Common Stock
            subject to an Option or Stock Purchase Right granted under the Plan.


            
            (y)     “Outside Director” means a Director who
            is not an Employee.


            
            (z)     “Participant” means the holder of an
            outstanding Award granted under the Plan.


            
            (aa)   “Plan” means this 2000 Incentive Stock Plan,
            as amended and restated. 

            
            

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            (bb)   “Restricted Stock” means shares of Common Stock acquired
            pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.


            
            (cc)   “Rule 16b-3” means Rule 16b-3 of the Exchange Act
            or any successor to Rule 16b-3, as in effect when discretion is being exercised with
            respect to the Plan.


            
            (dd)   “Section 16(b)” means Section 16(b) of the Exchange
            Act.


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


            
            (ff)     “Share” means a share of the Common
            Stock, as adjusted in accordance with Section 14 of the Plan.


            
            (gg)    “Stock Appreciation Right” or
            “SAR”, means an award granted alone, in connection or in tandem with a
            related Option, that pursuant to Section 14 is designated as a SAR.


            
            (hh)    “Stock Purchase Right” means the right to
            purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of
            Grant.


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


            
            3.      Stock Subject to the Plan. Subject to the
            provisions of Section 14 of the Plan, the initial number of Shares that may be optioned
            and sold under the Plan is 12,500,000 Shares, plus any Shares available for future
            issuance under the Company’s 1999 Stock Plan and the Company’s 2000 Stock
            Plan on the date the Securities and Exchange Commission declares the company’s
            registration statement effective and any Shares returned to the 1999 Stock Plan and the
            2000 Stock Plan. 


            
                    The number of Shares reserved for issuance
            under the Plan shall increase annually on the first day of the Company’s fiscal
            year beginning in 2003 by an amount of Shares equal to the lesser of (i) 9,000,000
            Shares, (ii) 8% of the outstanding Shares on such date (which percentage shall decrease
            to 6% for fiscal years beginning after 2007 and remain constant thereafter) or (iii) an
            amount determined by the Board. The Shares may be authorized, but unissued, or
            reacquired Common Stock.


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

            
            

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             4.      Administration of the Plan.


            
            (a)      Procedure.


            
            (i)      Multiple Administrative Bodies. The Plan may
            be administered by different Committees with respect to different groups of Service
            Providers.


            
            (ii)      Section 162(m). To the extent that the
            Administrator determines it to be desirable to qualify Awards granted hereunder as
            “performance-based compensation” within the meaning of Section 162(m) of
            the Code, the Plan shall be administered by a Committee of two or more “outside
            directors” within the meaning of Section 162(m) of the Code.


            
            (iii)      Rule 16b-3. To the extent desirable to
            qualify transactions hereunder as exempt under Rule 16b-3, the transactions
            contemplated hereunder shall be structured to satisfy the requirements for exemption
            under Rule 16b-3.


            
            (iv)     Other Administration. Other than as provided above,
            the Plan shall be administered by (A) the Board or (B) a Committee, which committee
            shall be constituted to satisfy Applicable Laws.


            
            (b)      Powers of the Administrator. Subject to the
            provisions of the Plan, and in the case of a Committee, subject to the specific duties
            delegated by the Board to such Committee, the Administrator shall have the authority,
            in its discretion:


            
            (i)       to determine the Fair Market Value;


            
            (ii)      to select the Service Providers to whom Awards may
            be granted hereunder;


            
            (iii)     to determine the number of shares of Common Stock to be
            covered by each Award granted hereunder;


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


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


            
            (vi)     to reduce the exercise price of any Award to the then
            current Fair Market Value if the Fair Market Value of the Common Stock covered by such
            Award shall have declined since the date the Award was granted;


            
            (vii)     to institute an Option Exchange Program;

            
            

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            (viii)    to construe and interpret the terms of the Plan and Awards
            granted pursuant to the Plan;


            
            (ix)     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 qualifying for preferred tax treatment under foreign tax laws;


            
            (x)      to modify or amend each Award (subject to Section
            17(c) of the Plan), including the discretionary authority to extend the
            post-termination exercisability period of Awards longer than is otherwise provided for
            in the Plan;


            
            (xi)     to allow Participants to satisfy withholding tax
            obligations by electing to have the Company withhold from the Shares to be issued upon
            exercise of an Award that number of Shares having a Fair Market Value equal to the
            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 a Participant to have Shares withheld for this
            purpose shall be made in such form and under such conditions as the Administrator may
            deem necessary or advisable;


            
            (xii)     to authorize any person to execute on behalf of the
            Company any instrument required to effect the grant of an Award previously granted by
            the Administrator;


            
            (xiii)   to make all other determinations deemed necessary or advisable for
            administering the Plan.


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


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


            
            6.      Limitations.


            
            (a)      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)      Neither the Plan nor any Award shall confer upon a
            Participant any right with respect to continuing the Participant’s relationship
            as a Service Provider with the Company, nor shall they interfere in any way with the
            Participant’s right or the Company’s right to terminate such relationship
            at any time, with or without Cause.

            
            

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            (c)      The following limitations shall apply to grants of
            Options:


            
            (i)      No Service Provider shall be granted, in any fiscal
            year of the Company, Options to purchase more than 1,000,000 Shares.


            
            (ii)      In connection with his or her initial service, a Service
            Provider may be granted Options to purchase up to an additional 2,000,000 Shares, which
            shall not count against the limit, set forth in subsection (i) above.


            
            (iii)     The foregoing limitations shall be adjusted
            proportionately in connection with any change in the Company’s capitalization as
            described in Section 14. 


            
            (iv)     In applying the limits of subsections (i) and (ii),
            the Administrator, to the extent required to qualify Options as
            “performance-based compensation” within the meaning of Section 162(m) of
            the Code, shall apply the rules of Section 162(m) as necessary or appropriate to
            reflect an Option that is cancelled or the exercise price of which is reduced.


            
            7.      Term of Plan. Subject to Section 21 of the
            Plan, the Plan shall become effective upon its adoption by the Board. It shall continue
            in effect for a term of ten (10) years unless terminated earlier under Section 17 of
            the Plan.


            
            8.      Term of Option. The term of each Option shall
            be stated in the Award Agreement.  In the case of an Incentive Stock Option, the
            term shall be ten (10) years from the date of grant or such shorter term as may be
            provided in the Award Agreement.  Moreover, in the case of an Incentive Stock
            Option granted to an Optionee who, at the time the Incentive Stock Option is granted,
            owns stock representing more than ten percent (10%) of the total combined voting power
            of all classes of stock of the Company or any Parent or Subsidiary, the term of the
            Incentive Stock Option shall be five (5) years from the date of grant or such shorter
            term as may be provided in the Award Agreement.


            
            9.      Option Exercise Price and Consideration.


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


            
            (i)      In the case of an Incentive Stock Option


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


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

            

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            (ii)      In the case of a Nonstatutory Stock Option, the per Share
            exercise price shall be determined by the Administrator.  In the case of a
            Nonstatutory Stock Option intended to qualify as “performance-based
            compensation” within the meaning of Section 162(m) of the Code, the per Share
            exercise price shall be no less than 100% of the Fair Market Value per Share on the
            date of grant.


            
            (iii)     Notwithstanding the preceding, in the event that the
            Company or a Subsidiary consummates a transaction described in section 424(a) of the
            Code (e.g., the acquisition of property or stock from an unrelated corporation),
            persons who become Employees, Directors or Consultants on account of such transaction
            may be granted Options in substitution for options granted by their former
            employer.  If such substitute Options are granted, the Administrator, in its sole
            discretion and consistent with section 424(a) of the Code, shall determine the exercise
            price of such substitute Options.


            
            (b)      Waiting Period and Exercise Dates. At the time an
            Option is granted, the Administrator shall fix the period within which the Option may
            be exercised and shall determine any conditions that must be satisfied before the
            Option may be exercised. 


            
            (c)      Form of Consideration. The Administrator shall
            determine the acceptable form of consideration for exercising an Option, including the
            method of payment.  In the case of an Incentive Stock Option, the Administrator
            shall determine the acceptable form of consideration at the time of grant. Such
            consideration may consist entirely of:


            
            (i)      cash;


            
            (ii)     check;


            
            (iii)     promissory note;


            
            (iv)    other Shares which (A) in the case of Shares acquired upon
            exercise of an option, have been owned by the Participant for more than six months on
            the date of surrender, and (B) have a Fair Market Value on the date of surrender equal
            to the aggregate exercise price of the Shares as to which said Option shall be
            exercised;


            
            (v)    consideration received by the Company under a cashless exercise
            program implemented by the Company in connection with the Plan;


            
            (vi)    a reduction in the amount of any Company liability to the
            Participant, including any liability attributable to the Participant’s
            participation in any Company-sponsored deferred compensation program or
            arrangement;


            
            (vii)    any combination of the foregoing methods of payment; or


            
            (viii)   such other consideration and method of payment for the issuance of
            Shares to the extent permitted by Applicable Laws.

            
            

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            10.      Exercise of Option.


            
            (a)      Procedure for Exercise; Rights as a Stockholder.
            Any Option granted hereunder shall be exercisable according to the terms of the Plan
            and at such times and under such conditions as determined by the Administrator and set
            forth in the Award Agreement.  Unless the Administrator provides otherwise,
            vesting of Options granted hereunder shall be tolled 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
            Administrator and permitted by the Award Agreement and the Plan.  Shares issued
            upon exercise of an Option shall be issued in the name of the Participant or, if
            requested by the Participant, in the name of the Participant and his or her spouse.
            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 Stockholder shall exist with respect to the
            Optioned Stock, 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 14 of the
            Plan.


            
                       Exercising an Option in
            any manner shall decrease 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.
            Subject to Section 14, if a Participant ceases to be a Service Provider (but not in the
            event of a Participant’s change of status from Employee to Consultant (in which
            case an Employee’s Incentive Stock Option shall automatically convert to a
            Nonstatutory Stock Option on the ninety-first (91st) day following such change of
            status) or from Consultant to Employee), such Participant may, but only within such
            period of time as is specified in the Award Agreement (but in no event later than the
            expiration date of the term of such Option as set forth in the Award Agreement),
            exercise his or her Option to the extent that the Participant was entitled to exercise
            it at the date of such termination.  In the absence of a specified time in the
            Award Agreement, the Option shall remain exercisable for three (3) months following the
            Participant’s termination.  If, on the date of termination, the Participant
            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 Participant
            does not exercise his or her Option within the time specified by the Administrator, the
            Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
            by such Option shall revert to the Plan.


            
            (c)      Disability of Optionee. If a Participant
            ceases to be a Service Provider as a result of the  Participant's Disability,
            the Participant may, but only within twelve (12) months from the date of
            such termination (and in no event later than the expiration date of the term of
            such Option as set forth in the Award Agreement), exercise his or her Option to
            the extent that the Option is vested on the date of termination. If, on the date
            of termination, the Participant 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 Participant does not exercise his or
            her Option within the time specified herein, the Option shall terminate, and the
            Shares covered by such Options shall revert to the plan.

            

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            (d)      Death of Optionee. If a Participant dies while a
            Service Provider, the Option may be exercised at any time within twelve (12) months
            following the date of death (but in no event later than the expiration of the term of
            such Option as set forth in the Award Agreement), by the Participant’s estate or
            by a person who acquires the right to exercise the Option by bequest or inheritance,
            but only to the extent that the Option is vested on the date of death (see Section 17
            hereof). The Option may be exercised by the executor or administrator of the
            Participant’s estate or, if none, by the person(s) entitled to exercise the
            Option under the Participant’s will or the laws of descent or distribution. 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.


            
            (e)      Buyout Provisions. The Administrator may at any
            time offer to buy out for a payment in cash or Shares an Option previously granted
            based on such terms and conditions as the Administrator shall establish and communicate
            to the Participant at the time that such offer is made.


            
            11.      Stock Purchase Rights.


            
            (a)      Rights to Purchase. Stock Purchase Rights may be
            issued either alone, in addition to, or in tandem with other Awards granted under the
            Plan and/or cash awards made outside of the Plan. After the Administrator determines
            that it will offer Stock Purchase Rights under the Plan, it shall advise the
            Participant in writing or electronically, of the terms, conditions and restrictions
            related to the offer, including the number of Shares that the offeree shall be entitled
            to purchase, the price to be paid, and the time within which the offeree must accept
            such offer.  The offer shall be accepted by execution of an Award Agreement in the
            form determined by the Administrator.


            
            (b)      Repurchase Option. Unless the Administrator
            determines otherwise, the Award Agreement shall grant the Company a repurchase option
            exercisable upon the voluntary or involuntary termination of the purchaser’s
            service with the Company for any reason (including death or Disability). The purchase
            price for Shares repurchased pursuant to the Award Agreement shall be the original
            price paid by the purchaser and may be paid by cancellation of any indebtedness of the
            purchaser to the Company. The repurchase option shall lapse at a rate determined by the
            Administrator.


            
            (c)      Other Provisions. The Award Agreement shall contain
            such other terms, provisions and conditions not inconsistent with the Plan as may be
            determined by the Administrator in its sole discretion.


            
            (d)      Rights as a Stockholder. Once the Stock Purchase
            Right is exercised, the purchaser shall have the rights equivalent to those of a
            Stockholder, and shall be a Stockholder when his or her purchase is entered upon the
            records of the duly authorized transfer agent of the Company.  No adjustment will
            be made for a dividend or other right for which the record date is prior to the date
            the Stock Purchase Right is exercised, except as provided in Section 14 of the
            Plan.


            
            12.     Non-Transferability of Awards. Unless determined
            otherwise by the Administrator, an Award may not be sold, pledged, assigned,
            hypothecated, transferred, or disposed of in any manner other than by will or by the
            laws of descent or distribution and may be exercised, during the lifetime of the
            Participant, only by the Participant.  If the Administrator makes an Award
            transferable, such Award shall contain such additional terms and conditions as the
            Administrator deems appropriate.

            

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            13.      Formula Option Grants to Outside Directors. Outside
            Directors shall be granted Options in accordance with the following provisions:


            
            (a)      All Options granted pursuant to this Section shall be
            Nonstatutory Stock Options and, except as otherwise provided herein, shall be subject
            to the other terms and conditions of the Plan.


            
            (b)      Except as provided in subsection (d) below:


            
            (i)      Each individual who first becomes an Outside Director
            after the IPO Effective Date automatically shall, on the date he or she first becomes
            an Outside Director, be granted an Option to purchase 50,000 Shares.


            
            (ii)     Notwithstanding (i) above, an Inside Director who ceases
            to be an Inside Director but who remains a Director shall not receive a First
            Option.


            
            (c)      Except as provided in subsection (d) below, each Outside
            Director shall be automatically granted an Option to purchase 25,000 Shares (a
            “Subsequent Option”) following each annual meeting of the stockholders of
            the Company occurring after the end of the Company’s fiscal year 2002, if
            immediately after such meeting, he or she shall continue to serve on the Board and
            shall have served on the Board for at least the preceding six (6) months.


            
            (d)      Notwithstanding the provisions of subsections (b) and (c)
            hereof, any exercise of an Option granted before the Company has obtained stockholder
            approval of the Plan in accordance with Section 21 hereof shall be conditioned upon
            obtaining such stockholder approval of the Plan in accordance with Section 21
            hereof.


            
            (e)      The terms of each First Option granted pursuant to this
            Section shall be as follows:


            
            (i)      the term of the Option shall be ten (10) years.


            
            (ii)     the exercise price per Share shall be 100% of the Fair
            Market Value per Share on the date of grant of the Option.


            
            (iii)    25% of the Shares subject to the Option shall vest twelve
            months after the date of grant and 1/48 of the Shares subject to the Option shall vest
            each month thereafter provided that the Outside Director shall continue to serve on the
            Board on such dates.


            
            (f)      The terms of each Subsequent Option granted pursuant to
            this Section shall be as follows:


            
            (i)      the term of the Option shall be ten (10) years.


            
            (ii)     the exercise price per Share shall be 100% of the Fair
            Market Value per Share on the date of grant of the Option.

            

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            (iii)     25% of the Shares subject to the Option shall vest twelve
            months after the date of grant and 1/48 of the Shares subject to the Option shall vest
            each month thereafter provided that the Outside Director shall continue to serve on the
            Board on such dates.


            
            14.      Stock Appreciation Rights.


            
            (a)      Grant of SARs. Subject to the terms and conditions
            of the Plan, SARs may be granted to Service Providers at any time and from time to time
            as shall be determined by the Administrator, in its sole discretion.  The
            Administrator shall have complete discretion to determine the number of SARs granted to
            any Participant.


            
            (b)      Exercise Price and Other Terms. The Administrator,
            subject to the provisions of the Plan, shall have complete discretion to determine the
            terms and conditions of SARs granted under the Plan. However, the exercise price of an
            SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a
            Share on the Grant Date.


            
            (c)      SAR Agreement. Each SAR grant shall be evidenced by
            an Award Agreement that shall specify the exercise price, the term of the SAR, the
            conditions of exercise, and such other terms and conditions as the Administrator, in
            its sole discretion, shall determine.


            
            (d)      Expiration of SARs. A SAR granted under the Plan
            shall expire upon the date determined by the Administrator, in its sole discretion, and
            set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
            10(b), 10(c) and 10(d) also shall apply to SARs.


            
            (e)      Payment of SAR Amount. Upon exercise of a SAR, a
            Participant shall be entitled to receive payment from the Company in an amount
            determined by multiplying:


            
            (i)      The difference between the Fair Market Value of a Share on
            the date of exercise over the exercise price; times


            
            (ii)       The number of Shares with respect to which the
            SAR is exercised.


            
            (f)      Payment Upon Exercise of SAR. At the discretion of
            the Administrator, payment for a SAR may be in cash, Shares or a combination
            thereof.


            
            15.      Adjustments Upon Changes in Capitalization, Merger or
            Asset Sale.


            
            (a)      Changes in Capitalization. Subject to any required
            action by the stockholders of the Company, the number of shares of Common Stock covered
            by each outstanding Award and the number of shares of Common Stock which have been
            authorized for issuance under the Plan but as to which no Awards have yet been granted
            or which have been returned to the Plan upon cancellation or expiration of an Award, as
            well as the price per share of Common Stock covered by each such outstanding Award,
            shall be proportionately adjusted for any increase or decrease in the number of issued
            shares of Common Stock 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 

            

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            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 or price of shares of Common Stock subject to an Award.


            
            (b)      Dissolution or Liquidation. In the event of the
            proposed dissolution or liquidation of the Company, the Administrator shall notify each
            Participant as soon as practicable prior to the effective date of such proposed
            transaction. The Administrator in its discretion may provide for a Participant to have
            the right to exercise his or her Award for a number of days (determined by the
            Administrator in its sole discretion) prior to such transaction as to all of the
            Optioned Stock covered thereby, including Shares as to which the Award would not
            otherwise be exercisable.  In addition, the Administrator may provide that any
            Company repurchase option applicable to any Shares purchased upon exercise of an Award
            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 Award will terminate immediately prior to the
            consummation of such proposed action.


            
            (c)      Merger or Asset Sale. In the event of a merger of
            the Company with or into another corporation, or the sale of all or substantially all
            of the assets of the Company (a “Merger”), each outstanding Award shall be
            assumed or an equivalent award substituted by the successor corporation or a Parent or
            Subsidiary of the successor corporation (the “Successor
            Corporation”).  In the event that the Successor Corporation refuses to
            assume or substitute for the Award, the Optionee shall fully vest in and have the right
            to exercise the Award as to all of the Optioned Stock, including Shares as to which it
            would not otherwise be vested or exercisable.  If an Award becomes fully vested
            and exercisable in lieu of assumption or substitution in the event of a Merger, the
            Administrator shall notify the Optionee in writing or electronically that the Award
            shall be fully vested and exercisable for a period of time (determined by the
            Administrator in its sole discretion) from the date of such notice, and the Award shall
            terminate upon the expiration of such period.  For the purposes of this Section
            14(c), the Award shall be considered assumed if, following the Merger, the award
            confers the right to purchase or receive, for each Share of Optioned Stock subject to
            the Award immediately prior to the Merger, the consideration (whether stock, cash, or
            other securities or property) received in the Merger 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 is not solely common stock of the Successor Corporation or its Parent, the
            Administrator may, with the consent of the Successor Corporation, provide for the
            consideration to be received upon the exercise of the Award, for each Share of Optioned
            Stock subject to the Award, 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.

            

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            16.      Change of Control. In the event of a Change of
            Control, each outstanding Option held by an Outside Director shall vest and become
            exercisable in full as to all of the Optioned Stock, including Shares as to which such
            Participant would not otherwise be vested or exercisable.  If an Option becomes
            fully vested and exercisable as provided in this paragraph, the Administrator shall
            notify the Optionee in writing or electronically that the Option shall be fully vested
            and exercisable for a period of time (determined by the Administrator in its sole
            discretion) from the date of such notice, and the Option shall terminate upon the
            expiration of such period.


            
            17.      Death of Optionee*. If a Participant dies while a
            Service Provider, each outstanding Option held by such Participant shall vest and
            become exercisable in full as to all of the Optioned Stock, including Shares as to
            which such Participant would not otherwise be vested or exercisable. If an Option
            becomes fully vested and exercisable as provided in this paragraph, the Option shall be
            exercisable as set forth in paragraph 10(d) hereof.


            
            18.      Date of Grant. The date of grant of an Award shall
            be, for all purposes, the date on which the Administrator makes the determination
            granting such Award, or such other later date as is determined by the
            Administrator.  Notice of the determination shall be provided to each Optionee
            within a reasonable time after the date of such grant.


            
            19.      Amendment and Termination of the Plan.


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


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


            
            (c)      Effect of Amendment or Termination. No amendment,
            alteration, suspension or termination of the Plan shall impair the rights of any
            Participant, unless mutually agreed otherwise between the Participant and the
            Administrator, which agreement must be in writing and signed by the Optionee and the
            Company.  Termination of the Plan shall not affect the Administrator’s
            ability to exercise the powers granted to it hereunder with respect to Options granted
            under the Plan prior to the date of such termination.


            
            20.      Conditions Upon Issuance of Shares.


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


            
            * This paragraph 17 was added to the Plan effective as of November 17, 2004 and shall
            apply to all Options granted under this Plan following November 17, 2004.

             

            

            -14-

            
            
            


            
            21.      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.


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


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


             

            

            -15-