1999 Stock Plan


PALM, INC.  

1999 STOCK PLAN  

(As Amended through July 31, 2001)




          1.    Purposes of the Plan.    The purposes of this 1999 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. Stock Purchase 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)    “Board” means the Board of Directors of the
Company.  

  
                   (d)    “Cause” shall mean (i) an act of personal
dishonesty taken by the Optionee in connection with his or her responsibilities
as a Service Provider and intended to result in substantial personal enrichment
of the Optionee, (ii) Optionee being convicted of a felony, (iii) a willful act
by the Optionee which constitutes gross misconduct and which is injurious to the
Company, (iv) following delivery to the Optionee of a written demand for
performance from the Company which describes the basis for the Company’s
reasonable belief that the Optionee has not substantially performed his duties,
continued violations by the Optionee of the Optionee’s obligations to the
Company which are demonstrably willful and deliberate on the Optionee’s
part.  
 
                   (e)    “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 under 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 who is not already such as of the Effective Date;
or  

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

  
                             (iii)    The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining out-standing 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;
or  

  
                             (iv)    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” shall
mean directors who either (A) are directors of the Company as of the Effective
Date, 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) above, or in connection with an actual or threatened proxy
contest relating to the election of directors to the Company.  


          Notwithstanding the foregoing, in no event shall either or both of the
following events constitute a Change of Control: (i) the initial public offering
of the Company’s securities pursuant to a registration statement filed
under Section 12 of the Exchange Act or (ii) the spin-off of the Company from
3Com pursuant to one or more transactions in which 3Com distributes eighty
percent (80%) or more of its securities ownership of the Company to the
shareholders of 3Com.  

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

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

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

  
                  (i)    “Company” means Palm, Inc., a Delaware
corporation.  

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

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


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

  
                  (m)    “Effective Date” means the effective date of
this Plan as determined in accordance with Section 7.  

  
                  (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, 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.  

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

                             (iv)    For purposes of Option grants made on the
effective date of the Company’s initial public offering of Common Stock,
the Fair Market Value shall be the initial price to the public as set forth in
the final prospectus included with the registration on Form S-1 filed with the
Securities and Exchange Commission for such offering.  


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

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


                  (t)    “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.  


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

  
                  (v)    “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.  

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

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

                  (y)    “Optionee” means the holder of an outstanding
Option or Stock Purchase Right granted under the Plan.  

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

  
                  (aa)    “Plan” means this 1999 Stock Plan.  


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

  
                  (cc)    “Restricted Stock Purchase Agreement” means
a written agreement between the Company and the Optionee evidencing the terms
and restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.  

  
                  (dd)    “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.  

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

  
                  (ff)    “Service Provider” means an Employee,
Director or Consultant. In addition, an individual who receives an award under
this Plan while an Employee, Director or Consultant, and who ceases to be an
Employee, Director or Consultant, but who remains an employee, director or
consultant to 3Com shall be deemed Service Provider for purposes of this Plan.  

  
                  (gg)    “Share” means a share of the Common Stock,
as adjusted in accordance with Section 13 of the Plan.  

  
                  (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.  

  
                  (jj)     “3Com” means 3Com Corporation, a Delaware
corporation.  

  
          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 20,000,000 Shares, plus an annual increase
to be added the first day of the Company’s fiscal year, beginning in 2001,
equal to the lesser of (i) 25,000,000 shares, (ii) 5% of the outstanding shares
of Common Stock on such date, or (iii) a lesser amount determined by the Board.
The Shares may be authorized, but unissued, or reacquired Common Stock.  


          If an Option or Stock Purchase Right 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); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, 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
Section162(m) of the Code, the Plan shall be administered by a Committee of two
or more “outside directors” within the meaning of Section162(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 Employees, Directors and
Consultants to whom Options and Stock Purchase Rights may be granted hereunder; 


  
                             (iii)   to determine the number of shares of Common
Stock to be covered by each Option and Stock Purchase Right 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 or Stock Purchase Right
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options or Stock Purchase Rights 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 Stock Purchase Right 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 Option
or Stock Purchase Right to the then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option or Stock Purchase Right shall
have declined since the date the Option or Stock Purchase Right was granted;
 
  
                             (vii)   to institute an Option Exchange Program;  

  
                             (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 treatment
under foreign laws;  

 
                             (x)     to modify or amend each Option or Stock
Purchase Right (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;  

  
                             (xi)    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 or Stock Purchase Right that number of Shares
having a Fair Market Value equal to (or less than) 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;  

  
                             (xii)   to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an Option
or Stock Purchase Right 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 Optionees and any other holders of Options or Stock
Purchase Rights.  

  
          5.    Eligibility.    Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Employees, Directors or Consultants. 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 or Stock Purchase Right
shall confer upon an Optionee any right with respect to continuing the
Optionee’s relationship as a Service Provider, nor shall they interfere in
any way with the Optionee’s right or the Company’s or 3Com’s
right, as applicable, to terminate such relationship at any time, with or
without cause.  

  
                  (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 3,000,000 Shares.  

  
                             (ii)    In connection with his or her initial
service, a Service Provider may be granted Options to purchase up to an
additional 6,000,000 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 13.  

  
                             (iv)    If an Option is cancelled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 13), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option.  

  
          7.    Term of Plan.    Subject to Section 19 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 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  

  
                                     (1)   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.  

  
                                     (2)   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 Section162(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 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 Optionee 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 Optionee, including any liability attributable to the
Optionee’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.  

  
          10.    Exercise of Option.  

  
                  (a)    Procedure for Exercise; Rights as a Shareholder.    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 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 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.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the 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 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 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 three (3) 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 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 twelve (12) 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 within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant) but only to the
extent that the Option is vested on the date of death. In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee’s death. The Option may be
exercised by the Optionee’s designated beneficiary, provided such
beneficiary has been designated prior to Optionee’s death in a form
acceptable by the Administrator. If no such beneficiary has been designated by
the Optionee, then such Option may be exercised within the applicable time
period by the personal representative of the Optionee’s estate or by the
person or persons to whom the Option is transferred pursuant to the
Optionee’s will or in accordance with the laws of descent and distribution.
If, at the time of death, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.  

  
                  (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 Optionee 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; provided, however
that in no event may Stock Purchase Rights be issued in any fiscal year of the
Company for more than ten percent (10%) of the total Shares available for
issuance hereunder, in the aggregate, on the first day of such fiscal year.
After the Administrator determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing or electronically, by
means of a Notice of Grant, 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 a Restricted
Stock Purchase Agreement in the form determined by the Administrator.
 
  
                  (b)    Repurchase Option.    Unless the Administrator
determines otherwise, the Restricted Stock Purchase 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 Restricted Stock Purchase 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 Restricted Stock Purchase
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 Shareholder.    Once the Stock Purchase
Right is exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder 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 13
of the Plan.  

 


 
          12.    Transferability of Options and Stock Purchase Rights.    Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right 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 or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.  

  
          13.    Adjustments Upon Changes in Capitalization, Dissolution, Merger
or Asset Sale.  

 


 
                  (a)    Changes in Capitalization.    Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
which have been authorized for issuance under the Plan, including Shares as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, the number of Shares that may be added annually to the Shares
reserved under the Plan (pursuant to Section 3(i)), and the number of shares of
Common Stock covered by each outstanding Option and Stock Purchase Right, as
well as the price per share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, 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 or Stock Purchase Right.  

  
                  (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 or Stock Purchase
Right 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 or Stock Purchase Right
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 substantially all
of the assets of the Company, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option or
Stock Purchase Right, the Optionee shall fully vest in and have the right to
exercise the Option or Stock Purchase Right as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option or Stock Purchase Right becomes fully vested and exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option or Stock Purchase Right shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option or
Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option or Stock Purchase Right shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets 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 sale of assets 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 or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, 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 sale of assets.  

 

          Notwithstanding the foregoing, if an Optionee’s status as a
Service Provider is terminated for reasons other than Cause within twelve (12)
months following a Change of Control, then the vesting and exercisability of
each of the Optionee’s outstanding Options and Stock Purchase Rights shall
partially accelerate upon such termination with respect to fifty percent (50%)
of the then unvested Shares subject to or acquired under each such Option or
Stock Purchase Right.  

  
          14.    Date of Grant.    The date of grant of an Option or Stock
Purchase Right shall be, for all purposes, the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, 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)    Shareholder Approval.    The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.  

  
                  (c)    Effect of Amendment or Termination.    No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
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.  

 
 
          16.    Conditions Upon Issuance of Shares.  

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

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