exv4w03



 





Exhibit 4.03




SOLECTRON CORPORATION




2002 STOCK PLAN




Amended as of February 22, 2005




     1.      Purposes of the Plan. The purposes of this 2002 Stock Plan are:




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility,
	 
	 	•	 	to provide additional incentive to Employees, Directors and Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





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



     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 are, or will be, granted under
the Plan.



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



              (d)      “Change in Control” means the occurrence of any of the following events:



                           (i)      Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or



                           (ii)      A change in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
will 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 the Incumbent Directors at the time of such election or nomination (but will not include an
individual whose election or nomination is in connection with an actual or threatened proxy contest
relating to the election of directors to the Company); or



 









 





                           (iii)      The consummation of the sale or disposition by the Company of all or substantially all
of the Company’s assets; or



                           (iv)      The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation.



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



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



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



              (h)      “Company” means Solectron Corporation, a Delaware corporation.



              (i)      “Consultant” means any natural person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.



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



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



              (l)      “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, then three (3) months following
the 91st day of such leave, any Incentive Stock Option held by the Optionee shall cease
to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall
be sufficient to constitute “employment” by the Company.



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



              (n)      “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:



                           (i)      If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price



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for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system on the day of determination, as reported in The Wall Street Journal or such other source as
the 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 day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable;



                         (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.



              (o)      “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.



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



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



              (r)      “Notice of Grant” means a written or electronic notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement.



              (s)      “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.



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



              (u)      “Option Agreement” means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.



              (v)      “Optioned Stock” means the Common Stock subject to an Option.



              (w)      “Optionee” means the holder of an outstanding Option granted under the Plan.



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



              (y)      “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.



              (z)      “Plan” means this 2002 Stock Plan, as amended and restated.



              (aa)     “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.



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



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



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



              (ee)      “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 13 of the Plan,
the maximum aggregate number of Shares that may be optioned and sold under the Plan is 35,000,000
Shares plus (a) any Shares which have been reserved but not issued under the Company’s 1992 Stock
Option Plan (the “1992 Plan”) as of the date of stockholder approval of this Plan and (b) any
Shares returned to the 1992 Plan as a result of termination of options or repurchase of Shares
issued under the 1992 Plan. The Shares may be authorized, but unissued, or reacquired Common
Stock.



              If an Option expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan 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.



     4.      Administration of the Plan.



              (a)      Procedure.



                           (i)      Multiple Administrative Bodies. Different Committees with respect to different
groups of Service Providers may administer the Plan.



                           (ii)      Section 162(m). To the extent that the Administrator determines it to be
desirable to qualify Options 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:



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                         (i)      to determine the Fair Market Value;



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



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



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



                         (v)      to determine the terms and conditions, not inconsistent with the terms of the Plan, of any
Option granted hereunder. Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Shares relating thereto, based in each case on such factors
as the Administrator, in its sole discretion, shall determine;



                         (vi)      to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;



                         (vii)      to establish, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying applicable
foreign laws;



                         (viii)      to modify or amend each Option (subject to Section 15(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of Options longer than
is otherwise provided for in the Plan;



                         (ix)      to allow Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option that number of Shares having a
Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is
to be determined. All elections by an Optionee 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;



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



                         (xi)      to correct any defect, supply any omission, or reconcile any inconsistency in the Plan,
or in any Option Agreement, in a manner and to the extent it shall deem necessary, all of which
determinations and interpretations made by the Administrator shall be conclusive and binding on all
Optionees, any other holders of Options and on their legal representatives and beneficiaries; and



                         (xii)      except to the extent prohibited by, or impermissible in order to obtain treatment
desired by the Administrator under, applicable law or rule, to allocate or delegate all or any
portion of its powers and responsibilities to any one or more of its members or to any
person(s)



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selected by it, subject to revocation or modification by the Administrator of such
allocation or delegation.



                         (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 Optionees and any other holders of Options.



     5.      Eligibility. Nonstatutory Stock Options 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 Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s relationship as a Service Provider with the Company, nor shall they
interfere in any way with the Optionee’s right or the Company’s right to terminate such
relationship at any time, with or without cause.



              (c)      The following limitation 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 750,000 Shares.



                         (ii)      The foregoing limitation shall be adjusted proportionately in connection with any change
in the Company’s capitalization as described in Section 13.



     7.      Term of Plan. Subject to Section 20 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 15 of the Plan.



     8.      Term of Option. The term of each Option shall be stated in the Option 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 Option 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



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Option shall be five (5) years from the date of grant or such shorter term as may be provided
in the Option Agreement.



     9.      Option Exercise Price and Consideration.



              (a)      Exercise Price. The per share exercise price for the Shares to be issued 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.



                         (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 foregoing, Options may be granted with a per Share exercise price of
less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or
other corporate transaction.



              (b)      Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be 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 of (without limitation):



                         (i)      cash;



                         (ii)      check;



                         (iii)      other Shares, provided Shares acquired directly or indirectly from the Company, (A) have
been owned by the Optionee for more than six (6) 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;



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



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



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



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



     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 Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.



                         An Option shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.
Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse or in the name of a family trust of which the Optionee is a trustee. Until
the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a
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; provided that if the Company shall be advised by counsel that certain
requirements under the Federal, state or foreign securities laws must be met before Shares may be
issued under this Plan, the Company shall notify all persons who have been issued Options, and the
Company shall have no liability for failure to issue Shares under any exercise of Options because
of delay while such requirements are being met or the inability of the Company to comply with such
requirements. 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 13 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. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the



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term of such Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for sixty (60) days following the
Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.



              (c)      Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period
of time as is specified in the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for six (6) months following the Optionee’s termination. If, on the date
of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee
does not exercise his or her Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.



              (d)      Death of Optionee. If an Optionee dies while a Service Provider, the Option may
be exercised following the Optionee’s death within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of death (but in no event may
the Option be exercised later than the expiration of the term of such Option as set forth in the
Option Agreement), by the Optionee’s designated beneficiary, provided such beneficiary has been
designated prior to the Optionee’s death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Optionee, then such Option may be exercised by the personal
representative of the Optionee’s estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. In the
absence of a specified time in the Option Agreement, the Option shall remain exercisable for nine
(9) months following the Optionee’s death. If, at the time of death, the Optionee is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.



     11.      Transferability of Options. Unless determined otherwise by the Administrator, an
Option 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 Optionee, only by the Optionee. If the Administrator makes an Option transferable,
such Option shall contain such additional terms and conditions as the Administrator deems
appropriate.



     12.      Formula Option Grants to Outside Directors. Outside Directors shall be
automatically granted Options each year 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.



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              (b)      Each person who first becomes an Outside Director on or after January 7, 2004, whether
through election by the stockholders of the Company or appointment by the Board to fill a vacancy,
shall be automatically granted an Option to purchase 20,000 Shares (the “First Option”) on the date
he or she first becomes an Outside Director.



              (c)      Each Outside Director shall be automatically granted an Option to purchase 20,000 Shares
(a “Full Subsequent Option”) on December 1 of each year (beginning in 2004), provided such Outside
Director was an Outside Director on or before the last day of the first quarter of the fiscal year
of the Company just ended.



              (d)      On December 1 of each year, each Outside Director who was not an Outside Director on or
before the last day of the first quarter of the fiscal year of the Company just ended shall be
automatically granted a pro-rated Full Subsequent Option (a “Partial Subsequent Option”) calculated
according to the number of quarters of service provided by such Outside Director in the just ended
fiscal year of the Company. For purposes of this calculation, service for only a portion of the
quarter shall be deemed service for the whole quarter.



              (e)      Notwithstanding the provisions of subsections (b), (c) and (d) hereof, any exercise of an
Option granted before the Company has obtained stockholder approval of the Plan in accordance with
Section 19 hereof shall be conditioned upon obtaining such stockholder approval of the Plan in
accordance with Section 19 hereof.



              (f)      The terms of each Option granted pursuant to subsections (b), (c) and (d) shall be as
follows:



                           (i)      the term of each Option shall be seven (7) years.



                           (ii)      each Option shall only be exercisable while the Outside Director remains a Director;
provided, however, that if the Outside Director (i) provides five (5) years of continuous service
as a Director or (ii) voluntarily resigns as a Director after attaining the age of seventy (70),
then each Option shall remain exercisable until the end of its seven-year term.



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



                           (iv)      each Option shall vest as to 1/12 of the Shares subject to such Option on each full month
following its date of grant provided that the Optionee continues to serve as a Director on such
date.



              (g)      The Administrator in its discretion may change and otherwise revise the terms of Options
granted under this Section 12, including, without limitation, the number of Shares and exercise
prices thereof, for Options granted on or after the date the Administrator determines to make any
such change or revision.



     13.      Adjustments Upon Changes in Capitalization, Dissolution, Merger or Change in
Control.



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              (a)      Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock that have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, the number of Shares as well as the price per share of
Common Stock covered by each such outstanding Option, 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; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such
adjustment shall be made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.



              (b)      Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior
to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which
the Option would not otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and
in the manner contemplated. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.



              (c)      Merger or Change in Control. In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Option shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. With respect to Options granted to an Outside Director pursuant to
Section 13 that are assumed or substituted for, if following such assumption or substitution the
Optionee’s status as a Director or a director of the successor corporation, as applicable, is
terminated other than upon a voluntary resignation by the Optionee, then the Optionee shall fully
vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable and such Option shall remain
exercisable for a period of three (3) months following such termination.



                         In the event that the successor corporation refuses to assume or substitute for the Option,
the Optionee shall fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If
an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or Change in Control, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable for a period of thirty (30)
days, or such longer time as the Administrator may provide, from the date of such notice, and the
Option shall terminate upon the expiration of such period.



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                         For the purposes of this subsection (c), the Option shall be considered assumed if, following
the merger or Change in Control, the option or right confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received in the merger or
Change in Control by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option, for each
Share subject to the Option, to be solely common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders of Common Stock in
the merger or Change in Control.



     14.    Date of Grant. The date of grant of an Option shall be, for all purposes, the
date on which the Administrator makes the determination granting such Option, 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.



     15.    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 and Section 15(c)
below.



              (c)      Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan or any Option shall (i) impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and
signed by the Optionee and the Company or (ii) permit the reduction of the exercise price of an
Option after it has been granted (except for adjustments made pursuant to Section 13). Neither may
the Administrator, without the approval of the Company’s stockholders, cancel any outstanding
Option and replace it with a new Option with a lower exercise price, where the economic effect
would be the same as reducing the exercise price of the cancelled Option. 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.



     16.    Conditions Upon Issuance of Shares.



              (a)      Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for the Company with
respect to such compliance.



              (b)      Investment Representations. As a condition to the exercise of an Option, the
Company may require the person exercising such Option to represent and warrant at the time of any



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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.



     17.      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.



     18.      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.



     19.      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.




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