1999 Equity Incentive Plan - Liberate Technologies


                                LIBERATE TECHNOLOGIES

                              1999 EQUITY INCENTIVE PLAN

                              (AS ADOPTED MAY 17, 1999)



                                  TABLE OF CONTENTS


                                                                              Page
                                                                           
ARTICLE 1  INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2  ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     2.1  Committee Composition. . . . . . . . . . . . . . . . . . . . . . . . 1
     2.2  Committee Responsibilities . . . . . . . . . . . . . . . . . . . . . 1
     2.2  Committee for Non-Officer Grants . . . . . . . . . . . . . . . . . . 1

ARTICLE 3  SHARES AVAILABLE FOR GRANTS . . . . . . . . . . . . . . . . . . . . 2
     3.1  Basic Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     3.2  Annual Increase in Shares. . . . . . . . . . . . . . . . . . . . . . 2
     3.3  Additional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 2
     3.4  Dividend Equivalents . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 4  ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     4.1  Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . 2
     4.2  Other Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 5  OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     5.1  Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . 3
     5.2  Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     5.3  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     5.4  Exercisability and Term. . . . . . . . . . . . . . . . . . . . . . . 3
     5.5  Effect of Change in Control. . . . . . . . . . . . . . . . . . . . . 3
     5.6  Modification or Assumption of Options. . . . . . . . . . . . . . . . 4
     5.7  Buyout Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE  PAYMENT FOR OPTION SHARES . . . . . . . . . . . . . . . . . . . . . . 4
     6.1  General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     6.2  Surrender of Stock . . . . . . . . . . . . . . . . . . . . . . . . . 4
     6.3  Exercise/Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     6.4  Exercise/Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     6.5  Promissory Note. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     6.6  Other Forms of Payment . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 7  AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS. . . . . . . . . . . . 5
     7.1  Annual Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     7.2  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     7.3  Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     7.4  Affiliates of Outside Directors. . . . . . . . . . . . . . . . . . . 5

ARTICLE 8  STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . 5
     8.1  SAR Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5



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     8.2  Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     8.3  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     8.4  Exercisability and Term. . . . . . . . . . . . . . . . . . . . . . . 6
     8.5  Effect of Change in Control. . . . . . . . . . . . . . . . . . . . . 6
     8.6  Exercise of SARs . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     8.7  Modification or Assumption of SARs . . . . . . . . . . . . . . . . . 6

ARTICLE 9  RESTRICTED SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 6
     9.1  Restricted Stock Agreement . . . . . . . . . . . . . . . . . . . . . 6
     9.2  Payment for Awards . . . . . . . . . . . . . . . . . . . . . . . . . 7
     9.3  Vesting Conditions . . . . . . . . . . . . . . . . . . . . . . . . . 7
     9.4  Voting and Dividend Rights . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 10  STOCK UNITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     10.1  Stock Unit Agreement. . . . . . . . . . . . . . . . . . . . . . . . 7
     10.2  Payment for Awards. . . . . . . . . . . . . . . . . . . . . . . . . 7
     10.3  Vesting Conditions. . . . . . . . . . . . . . . . . . . . . . . . . 7
     10.4  Voting and Dividend Rights. . . . . . . . . . . . . . . . . . . . . 8
     10.5  Form and Time of Settlement of Stock Units. . . . . . . . . . . . . 8
     10.6  Death of Recipient. . . . . . . . . . . . . . . . . . . . . . . . . 8
     10.7  Creditors' Rights . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 11  PROTECTION AGAINST DILUTION. . . . . . . . . . . . . . . . . . . . 8
     11.1  Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     11.2  Dissolution or Liquidation. . . . . . . . . . . . . . . . . . . . . 9
     11.3  Reorganizations . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 12  DEFERRAL OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 13  AWARDS UNDER OTHER PLANS . . . . . . . . . . . . . . . . . . . . .10

ARTICLE 14  PAYMENT OF DIRECTOR'S FEES IN SECURITIES . . . . . . . . . . . . .10
     14.1  Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . .10
     14.2  Elections to Receive NSOs, Restricted Shares or Stock Units . . . .10
     14.3  Number and Terms of NSOs, Restricted Shares or Stock Units. . . . .10

ARTICLE 15  LIMITATION ON RIGHTS . . . . . . . . . . . . . . . . . . . . . . .11
     15.1  Retention Rights. . . . . . . . . . . . . . . . . . . . . . . . . .11
     15.2  Stockholders' Rights. . . . . . . . . . . . . . . . . . . . . . . .11
     15.3  Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE 16  WITHHOLDING TAXES. . . . . . . . . . . . . . . . . . . . . . . . .11
     16.1  General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
     16.2  Share Withholding . . . . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE 17  FUTURE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . .11
     17.1  Term of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . .11
     17.2  Amendment or Termination. . . . . . . . . . . . . . . . . . . . . .12



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ARTICLE 18  LIMITATION ON PAYMENTS . . . . . . . . . . . . . . . . . . . . . .12
     18.1  Scope of Limitation . . . . . . . . . . . . . . . . . . . . . . . .12
     18.2  Basic Rule. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     18.3  Reduction of Payments . . . . . . . . . . . . . . . . . . . . . . .12
     18.4  Overpayments and Underpayments. . . . . . . . . . . . . . . . . . .13
     18.5  Related Corporations. . . . . . . . . . . . . . . . . . . . . . . .13

ARTICLE 19  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .13






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                                LIBERATE TECHNOLOGIES

                              1999 EQUITY INCENTIVE PLAN

     ARTICLE 1.     INTRODUCTION.

          The Plan was adopted by the Board May 17, 1999 to be effective on the
effective date of the Company's initial public offering of its Common Shares.
The purpose of the Plan is to promote the long-term success of the Company and
the creation of stockholder value by (a) encouraging Employees, Outside
Directors and Consultants to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside
Directors and Consultants directly to stockholder interests through increased
stock ownership.  The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares, Stock Units, Options (which may constitute
incentive stock options or nonstatutory stock options) or stock appreciation
rights.

          The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).

     ARTICLE 2.     ADMINISTRATION.

     2.1    COMMITTEE COMPOSITION.  The Plan shall be administered by the
Committee.  The Committee shall consist exclusively of two or more directors of
the Company, who shall be appointed by the Board.  In addition, the composition
of the Committee shall satisfy:

               (a)  Such requirements as the Securities and Exchange Commission
may establish for administrators acting under plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

               (b)  Such requirements as the Internal Revenue Service may
establish for outside directors acting under plans intended to qualify for
exemption under section 162(m)(4)(C) of the Code.

     2.2    COMMITTEE RESPONSIBILITIES.  The Committee shall (a) select the
Employees, Outside Directors and Consultants who are to receive Awards under the
Plan, (b) determine the type, number, vesting requirements and other features
and conditions of such Awards, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan.  The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan.  The
Committee's determinations under the Plan shall be final and binding on all
persons.

     2.3    COMMITTEE FOR NON-OFFICER GRANTS.  The Board may also appoint a
secondary committee of the Board, which shall be composed of one or more
directors of the Company who need not satisfy the requirements of Section 2.1.
Such secondary committee may administer the 




Plan with respect to Employees and Consultants who are not considered 
officers or directors of the Company under section 16 of the Exchange Act, 
may grant Awards under the Plan to such Employees and Consultants and may 
determine all features and conditions of such Awards.  Within the limitations 
of this Section 2.3, any reference in the Plan to the Committee shall include 
such secondary committee.

     ARTICLE 3.     SHARES AVAILABLE FOR GRANTS.

     3.1    BASIC LIMITATION.  Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares.  The aggregate number of
Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall
not exceed (a) 2,100,000 plus (b) the additional Common Shares described in
Sections 3.2 and 3.3.  The limitations of this Section 3.1 and Section 3.2 shall
be subject to adjustment pursuant to Article 11.

     3.2    ANNUAL INCREASE IN SHARES.  As of June 1 of each year, commencing
with the year 2000, the aggregate number of Options, SARs, Stock Units and
Restricted Shares that may be awarded under the Plan shall automatically
increase by a number equal to the lesser of (a) 5% of the total number of Common
Shares then outstanding or (b) 3,000,000.

     3.3    ADDITIONAL SHARES.  If Restricted Shares or Common Shares issued
upon the exercise of Options are forfeited, then such Common Shares shall again
become available for Awards under the Plan.  If Stock Units, Options or SARs are
forfeited or terminate for any other reason before being exercised, then the
corresponding Common Shares shall again become available for Awards under the
Plan.  If Stock Units are settled, then only the number of Common Shares (if
any) actually issued in settlement of such Stock Units shall reduce the number
available under Section 3.1 and the balance shall again become available for
Awards under the Plan.  If SARs are exercised, then only the number of Common
Shares (if any) actually issued in settlement of such SARs shall reduce the
number available under Section 3.1 and the balance shall again become available
for Awards under the Plan.  The foregoing notwithstanding, the aggregate number
of Common Shares that may be issued under the Plan upon the exercise of ISOs
shall not be increased when Restricted Shares or other Common Shares are
forfeited.

     3.4    DIVIDEND EQUIVALENTS.  Any dividend equivalents paid or credited
under the Plan shall not be applied against the number of Restricted Shares,
Stock Units, Options or SARs available for Awards, whether or not such dividend
equivalents are converted into Stock Units.

     ARTICLE 4.     ELIGIBILITY.

     4.1    INCENTIVE STOCK OPTIONS.  Only Employees who are common-law
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs.  In addition, an Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries shall not be eligible for the grant of an ISO
unless the requirements set forth in section 422(c)(6) of the Code are
satisfied.




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     4.2    OTHER GRANTS.  Only Employees, Outside Directors and Consultants
shall be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs.

     ARTICLE 5.     OPTIONS.

     5.1    STOCK OPTION AGREEMENT.  Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan.  The
Stock Option Agreement shall specify whether the Option is an ISO or an NSO.
The provisions of the various Stock Option Agreements entered into under the
Plan need not be identical.  Options may be granted in consideration of a
reduction in the Optionee's other compensation.  A Stock Option Agreement may
provide that a new Option will be granted automatically to the Optionee when he
or she exercises a prior Option and pays the Exercise Price in the form
described in Section 6.2.

     5.2    NUMBER OF SHARES.  Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 11.  Options granted to any
Optionee in a single fiscal year of the Company shall not cover more than
750,000 Common Shares, except that Options granted to a new Employee in the
fiscal year of the Company in which his or her service as an Employee first
commences shall not cover more than 1,500,000 Common Shares.  The limitations
set forth in the preceding sentence shall be subject to adjustment in accordance
with Article 11.

     5.3    EXERCISE PRICE.  Each Stock Option Agreement shall specify the
Exercise Price; provided that the Exercise Price under an ISO shall in no event
be less than 100% of the Fair Market Value of a Common Share on the date of
grant and the Exercise Price under an NSO shall in no event be less than 85% of
the Fair Market Value of a Common Share on the date of grant.  In the case of an
NSO, a Stock Option Agreement may specify an Exercise Price that varies in
accordance with a predetermined formula while the NSO is outstanding.

     5.4    EXERCISABILITY AND TERM.  Each Stock Option Agreement shall specify
the date or event when all or any installment of the Option is to become
exercisable.  The Stock Option Agreement shall also specify the term of the
Option; provided that the term of an ISO shall in no event exceed 10 years from
the date of grant.  A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's service.  Options may be awarded in
combination with SARs, and such an Award may provide that the Options will not
be exercisable unless the related SARs are forfeited.

     5.5    EFFECT OF CHANGE IN CONTROL.  The Committee or the Board may
determine, at the time of granting an Option or thereafter, that such Option
shall become exercisable as to all or part of the Common Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company,
except that in the case of an ISO, the acceleration of exercisability shall not
occur without the Optionee's written consent.



                                        3


     5.6    MODIFICATION OR ASSUMPTION OF OPTIONS.  Within the limitations of
the Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price.  The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.

     5.7    BUYOUT PROVISIONS.  The Committee may at any time (a) offer to buy
out for a payment in cash or cash equivalents an Option previously granted or
(b) authorize an Optionee to elect to cash out an Option previously granted, in
either case at such time and based upon such terms and conditions as the
Committee shall establish.

     ARTICLE 6.     PAYMENT FOR OPTION SHARES.

     6.1    GENERAL RULE.  The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash or cash equivalents at the
time when such Common Shares are purchased, except as follows:

               (a)  In the case of an ISO granted under the Plan, payment 
     shall be made only pursuant to the express provisions of the applicable 
     Stock Option Agreement.  The Stock Option Agreement may specify that 
     payment may be made in any form(s) described in this Article 6.

               (b)  In the case of an NSO, the Committee may allow payment in 
     any form(s) described in this Article 6, in its sole discretion.

     6.2    SURRENDER OF STOCK.  To the extent that this Section 6.2 is
applicable, all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Common Shares that are already owned by the
Optionee.  Such Common Shares shall be valued at their Fair Market Value on the
date when the new Common Shares are purchased under the Plan.  The Optionee
shall not surrender, or attest to the ownership of, Common Shares in payment of
the Exercise Price if such action would cause the Company to recognize
compensation expense (or additional compensation expense) with respect to the
Option for financial reporting purposes.

     6.3    EXERCISE/SALE.  To the extent that this Section 6.3 is applicable,
all or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) an irrevocable direction to a
securities broker approved by the Company to sell all or part of the Common
Shares being purchased under the Plan and to deliver all or part of the sales
proceeds to the Company.

     6.4    EXERCISE/PLEDGE.  To the extent that this Section 6.4 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) an irrevocable
direction to pledge all or part of the Common Shares being purchased under the
Plan to a securities broker or lender approved by the Company, as security for a
loan, and to deliver all or part of the loan proceeds to the Company.



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     6.5    PROMISSORY NOTE.  To the extent that this Section 6.5 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) a full-recourse
promissory note.  However, the par value of the Common Shares being purchased
under the Plan, if newly issued, shall be paid in cash or cash equivalents.

     6.6    OTHER FORMS OF PAYMENT.  To the extent that this Section 6.6 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable laws, regulations
and rules.

     ARTICLE 7.     AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.

     7.1    ANNUAL GRANTS.  Upon the conclusion of each regular annual meeting
of the Company's stockholders held in the year 2000 or thereafter, each Outside
Director who will continue serving as a member of the Board thereafter shall
receive an NSO covering 5,000 Common Shares (subject to adjustment under Article
11).  NSOs granted under this Section 7.1 shall be fully vested on the date of
grant.

     7.2    EXERCISE PRICE.  The Exercise Price under all NSOs granted to an
Outside Director under this Article 7 shall be equal to 100% of the Fair Market
Value of a Common Share on the date of grant, payable in one of the forms
described in Sections 6.1, 6.2, 6.3 and 6.4.

     7.3    TERM.  All NSOs granted to an Outside Director under this Article 7
shall terminate on the earlier of (a) the 10th anniversary of the date of grant,
or (b) the date 12 months after the termination of such Outside Director's
service for any reason.

     7.4    AFFILIATES OF OUTSIDE DIRECTORS.  The Committee may provide that
the NSOs that otherwise would be granted to an Outside Director under this
Article 7 shall instead be granted to an affiliate of such Outside Director.
Such affiliate shall then be deemed to be an Outside Director for purposes of
the Plan, provided that the service-related vesting and termination provisions
pertaining to the NSOs shall be applied with regard to the service of the
Outside Director.

     ARTICLE 8.     STOCK APPRECIATION RIGHTS.

     8.1    SAR AGREEMENT.  Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company.  Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan.  The provisions of the
various SAR Agreements entered into under the Plan need not be identical.  SARs
may be granted in consideration of a reduction in the Optionee's other
compensation.

     8.2    NUMBER OF SHARES.  Each SAR Agreement shall specify the number of 
Common Shares to which the SAR pertains and shall provide for the adjustment 
of such number in accordance with Article 11.  SARs granted to any Optionee 
in a single calendar year shall in no event pertain to more than 750,000 
Common Shares, except that SARs granted to a new Employee in the fiscal year 
of the Company in which his or her service as an Employee first 




                                        5


commences shall not pertain to more than 1,500,000 Common Shares.  The 
limitations set forth in the preceding sentence shall be subject to 
adjustment in accordance with Article 11.

     8.3    EXERCISE PRICE.  Each SAR Agreement shall specify the Exercise
Price.  An SAR Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the SAR is outstanding.

     8.4    EXERCISABILITY AND TERM.  Each SAR Agreement shall specify the date
when all or any installment of the SAR is to become exercisable.  The SAR
Agreement shall also specify the term of the SAR.  An SAR Agreement may provide
for accelerated exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service.  SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited.  An SAR may be
included in an ISO only at the time of grant but may be included in an NSO at
the time of grant or thereafter.  An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     8.5    EFFECT OF CHANGE IN CONTROL.  The Committee or the Board may
determine, at the time of granting an SAR or thereafter, that such SAR shall
become partially or fully exercisable as to all Common Shares subject to such
SAR in the event that a Change in Control occurs with respect to the Company.

     8.6    EXERCISE OF SARS.  Upon exercise of an SAR, the Optionee (or any
person having the right to exercise the SAR after his or her death) shall
receive from the Company (a) Common Shares, (b) cash or (c) a combination of
Common Shares and cash, as the Committee shall determine.  The amount of cash
and/or the Fair Market Value of Common Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market Value
(on the date of surrender) of the Common Shares subject to the SARs exceeds the
Exercise Price.  If, on the date when an SAR expires, the Exercise Price under
such SAR is less than the Fair Market Value on such date but any portion of such
SAR has not been exercised or surrendered, then such SAR shall automatically be
deemed to be exercised as of such date with respect to such portion.

     8.7    MODIFICATION OR ASSUMPTION OF SARS.  Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding SARs or may accept
the cancellation of outstanding SARs (whether granted by the Company or by
another issuer) in return for the grant of new SARs for the same or a different
number of shares and at the same or a different exercise price.  The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

     ARTICLE 9.     RESTRICTED SHARES.

     9.1    RESTRICTED STOCK AGREEMENT.  Each grant of Restricted Shares under
the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company.  Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be subject to 



                                    6


any other terms that are not inconsistent with the Plan.  The provisions of 
the various Restricted Stock Agreements entered into under the Plan need not 
be identical.

     9.2    PAYMENT FOR AWARDS.  Subject to the following sentence, Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past services and future services.  To the
extent that an Award consists of newly issued Restricted Shares, the
consideration shall consist exclusively of cash, cash equivalents or past
services rendered to the Company (or a Parent or Subsidiary) or, for the amount
in excess of the par value of such newly issued Restricted Shares, full-recourse
promissory notes, as the Committee may determine.

     9.3    VESTING CONDITIONS.  Each Award of Restricted Shares may or may not
be subject to vesting.  Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Stock Agreement.  A
Restricted Stock Agreement may provide for accelerated vesting in the event of
the Participant's death, disability or retirement or other events.  The
Committee or the Board may determine, at the time of granting Restricted Shares
or thereafter, that all or part of such Restricted Shares shall become vested in
the event that a Change in Control occurs with respect to the Company.

     9.4    VOTING AND DIVIDEND RIGHTS.  The holders of Restricted Shares
awarded under the Plan shall have the same voting, dividend and other rights as
the Company's other stockholders.  A Restricted Stock Agreement, however, may
require that the holders of Restricted Shares invest any cash dividends received
in additional Restricted Shares.  Such additional Restricted Shares shall be
subject to the same conditions and restrictions as the Award with respect to
which the dividends were paid.

     ARTICLE 10.    STOCK UNITS.

     10.1   STOCK UNIT AGREEMENT.  Each grant of Stock Units under the Plan
shall be evidenced by a Stock Unit Agreement between the recipient and the
Company.  Such Stock Units shall be subject to all applicable terms of the Plan
and may be subject to any other terms that are not inconsistent with the Plan.
The provisions of the various Stock Unit Agreements entered into under the Plan
need not be identical.  Stock Units may be granted in consideration of a
reduction in the recipient's other compensation.

     10.2   PAYMENT FOR AWARDS.  To the extent that an Award is granted in the
form of Stock Units, no cash consideration shall be required of the Award
recipients.

     10.3   VESTING CONDITIONS.  Each Award of Stock Units may or may not be
subject to vesting.  Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Stock Unit Agreement.  A Stock
Unit Agreement may provide for accelerated vesting in the event of the
Participant's death, disability or retirement or other events.  The Committee or
the Board may determine, at the time of granting Stock Units or thereafter, that
all or part of such Stock Units shall become vested in the event that a Change
in Control occurs with respect to the Company.

                                      7



     10.4   VOTING AND DIVIDEND RIGHTS.  The holders of Stock Units shall have
no voting rights.  Prior to settlement or forfeiture, any Stock Unit awarded
under the Plan may, at the Committee's discretion, carry with it a right to
dividend equivalents.  Such right entitles the holder to be credited with an
amount equal to all cash dividends paid on one Common Share while the Stock Unit
is outstanding.  Dividend equivalents may be converted into additional Stock
Units.  Settlement of dividend equivalents may be made in the form of cash, in
the form of Common Shares, or in a combination of both.  Prior to distribution,
any dividend equivalents which are not paid shall be subject to the same
conditions and restrictions as the Stock Units to which they attach.

     10.5   FORM AND TIME OF SETTLEMENT OF STOCK UNITS.  Settlement of vested
Stock Units may be made in the form of (d) cash, (e) Common Shares or (f) any
combination of both, as determined by the Committee.  The actual number of Stock
Units eligible for settlement may be larger or smaller than the number included
in the original Award, based on predetermined performance factors.  Methods of
converting Stock Units into cash may include (without limitation) a method based
on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments.  The
distribution may occur or commence when all vesting conditions applicable to the
Stock Units have been satisfied or have lapsed, or it may be deferred to any
later date.  The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents.  Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment pursuant
to Article 11.

     10.6   DEATH OF RECIPIENT.  Any Stock Units Award that becomes payable
after the recipient's death shall be distributed to the recipient's beneficiary
or beneficiaries.  Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company.  A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

     10.7   CREDITORS' RIGHTS.  A holder of Stock Units shall have no rights
other than those of a general creditor of the Company.  Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.

     ARTICLE 11.    PROTECTION AGAINST DILUTION.

     11.1   ADJUSTMENTS.  In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of:

                                      8



               (a)  The number of Options, SARs, Restricted Shares and Stock
Units available for future Awards under Article 3;

               (b)  The limitations set forth in Sections 5.2 and 8.2;

               (c)  The number of NSOs to be granted to Outside Directors under
Article 7;

               (d)  The number of Common Shares covered by each outstanding
Option and SAR;

               (e)  The Exercise Price under each outstanding Option and SAR; or

               (f)  The number of Stock Units included in any prior Award which
has not yet been settled.

Except as provided in this Article 11, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

     11.2   DISSOLUTION OR LIQUIDATION.  To the extent not previously exercised
or settled, Options, SARs and Stock Units shall terminate immediately prior to
the dissolution or liquidation of the Company.

     11.3   REORGANIZATIONS.  In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization.  Such agreement shall provide for (a) the
continuation of the outstanding Awards by the Company, if the Company is a
surviving corporation, (b) the assumption of the outstanding Awards by the
surviving corporation or its parent or subsidiary, (c) the substitution by the
surviving corporation or its parent or subsidiary of its own awards for the
outstanding Awards, (d) accelerated exercisability or vesting and accelerated
expiration of the outstanding Awards, (e) settlement of the full value of the
outstanding Awards in cash or cash equivalents followed by cancellation of such
Awards or (f) cancellation of such Awards.

     ARTICLE 12.    DEFERRAL OF AWARDS.

            The Committee (in its sole discretion) may permit or require a
Participant to:

               (a)  Have cash that otherwise would be paid to such Participant
as a result of the exercise of an SAR or the settlement of Stock Units credited
to a deferred compensation account established for such Participant by the
Committee as an entry on the Company's books;

               (b)  Have Common Shares that otherwise would be delivered to such
Participant as a result of the exercise of an Option or SAR converted into an
equal number of Stock Units; or

                                      9



               (c)  Have Common Shares that otherwise would be delivered to such
Participant as a result of the exercise of an Option or SAR or the settlement of
Stock Units converted into amounts credited to a deferred compensation account
established for such Participant by the Committee as an entry on the Company's
books.  Such amounts shall be determined by reference to the Fair Market Value
of such Common Shares as of the date when they otherwise would have been
delivered to such Participant.

A deferred compensation account established under this Article 12 may be
credited with interest or other forms of investment return, as determined by the
Committee.  A Participant for whom such an account is established shall have no
rights other than those of a general creditor of the Company.  Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company.  If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms pertaining to such Awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Article 12.

     ARTICLE 13.    AWARDS UNDER OTHER PLANS.

            The Company may grant awards under other plans or programs.  Such
awards may be settled in the form of Common Shares issued under this Plan.  Such
Common Shares shall be treated for all purposes under the Plan like Common
Shares issued in settlement of Stock Units and shall, when issued, reduce the
number of Common Shares available under Article 3.

     ARTICLE 14.    PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

     14.1   EFFECTIVE DATE.  No provision of this Article 14 shall be effective
unless and until the Board has determined to implement such provision.

     14.2   ELECTIONS TO RECEIVE NSOS, RESTRICTED SHARES OR STOCK UNITS.  An
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash, NSOs, Restricted Shares or
Stock Units, or a combination thereof, as determined by the Board.  Such NSOs,
Restricted Shares and Stock Units shall be issued under the Plan.  An election
under this Article 14 shall be filed with the Company on the prescribed form.

     14.3   NUMBER AND TERMS OF NSOS, RESTRICTED SHARES OR STOCK UNITS.  The
number of NSOs, Restricted Shares or Stock Units to be granted to Outside
Directors in lieu of annual retainers and meeting fees that would otherwise be
paid in cash shall be calculated in a manner determined by the Board.  The terms
of such NSOs, Restricted Shares or Stock Units shall also be determined by the
Board.

                                     10



     ARTICLE 15.    LIMITATION ON RIGHTS.

     15.1   RETENTION RIGHTS.  Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an Employee,
Outside Director or Consultant.  The Company and its Parents, Subsidiaries and
Affiliates reserve the right to terminate the service of any Employee, Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws, the Company's certificate of incorporation and by-laws and a written
employment agreement (if any).

     15.2   STOCKHOLDERS' RIGHTS.  A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the time when a stock certificate for such
Common Shares is issued or, if applicable, the time when he or she becomes
entitled to receive such Common Shares by filing any required notice of exercise
and paying any required Exercise Price.  No adjustment shall be made for cash
dividends or other rights for which the record date is prior to such time,
except as expressly provided in the Plan.

     15.3   REGULATORY REQUIREMENTS.  Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required.  The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.

     ARTICLE 16.    WITHHOLDING TAXES.

     16.1   GENERAL.  To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan.  The Company shall not
be required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

     16.2   SHARE WITHHOLDING.  The Committee may permit a Participant to
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Common Shares that otherwise
would be issued to him or her or by surrendering all or a portion of any Common
Shares that he or she previously acquired.  Such Common Shares shall be valued
at their Fair Market Value on the date when they are withheld or surrendered.

     ARTICLE 17.    FUTURE OF THE PLAN.

     17.1   TERM OF THE PLAN.  The Plan, as set forth herein, shall become
effective on the effective date of the Company's initial public offering of its
Common Shares.  The Plan shall remain in effect until it is terminated under
Section 17.2, except that no ISOs shall be granted on or after the
10th anniversary of the later of (a) the date when the Board adopted the Plan or
(b) the date when the Board adopted the most recent increase in the number of
Common Shares available under Article 3 which was approved by the Company's
stockholders.

                                     11



     17.2   AMENDMENT OR TERMINATION.  The Board may, at any time and for any
reason, amend or terminate the Plan.  An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules.  No Awards shall be granted under the
Plan after the termination thereof.  The termination of the Plan, or any
amendment thereof, shall not affect any Award previously granted under the Plan.

     ARTICLE 18.    LIMITATION ON PAYMENTS.

     18.1   SCOPE OF LIMITATION.  This Article 18 shall apply to an Award only
if:

               (a)  The independent auditors most recently selected by the Board
(the 'Auditors') determine that the after-tax value of such Award to the
Participant, taking into account the effect of all federal, state and local
income taxes, employment taxes and excise taxes applicable to the Participant
(including the excise tax under section 4999 of the Code), will be greater after
the application of this Article 18 than it was before the application of this
Article 18; or

               (b)  The Committee, at the time of making an Award under the Plan
or at any time thereafter, specifies in writing that such Award shall be subject
to this Article 18 (regardless of the after-tax value of such Award to the
Participant).

            If this Article 18 applies to an Award, it shall supersede any
contrary provision of the Plan or of any Award granted under the Plan.

     18.2   BASIC RULE.  In the event that the Auditors determine that any
payment or transfer by the Company under the Plan to or for the benefit of a
Participant (a 'Payment') would be nondeductible by the Company for federal
income tax purposes because of the provisions concerning 'excess parachute
payments' in section 280G of the Code, then the aggregate present value of all
Payments shall be reduced (but not below zero) to the Reduced Amount.  For
purposes of this Article 18, the 'Reduced Amount' shall be the amount, expressed
as a present value, which maximizes the aggregate present value of the Payments
without causing any Payment to be nondeductible by the Company because of
section 280G of the Code.

     18.3   REDUCTION OF PAYMENTS.  If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice.  If no such election is made by the Participant within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election.  For purposes of this Article 18, present
value shall be determined in accordance with section 280G(d)(4) of the Code.
All determinations 

                                     12



made by the Auditors under this Article 18 shall be binding upon the Company 
and the Participant and shall be made within 60 days of the date when a 
Payment becomes payable or transferable.  As promptly as practicable 
following such determination and the elections hereunder, the Company shall 
pay or transfer to or for the benefit of the Participant such amounts as are 
then due to him or her under the Plan and shall promptly pay or transfer to 
or for the benefit of the Participant in the future such amounts as become 
due to him or her under the Plan.

     18.4   OVERPAYMENTS AND UNDERPAYMENTS.  As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an 'Overpayment') or that
additional Payments which will not have been made by the Company could have been
made (an 'Underpayment'), consistent in each case with the calculation of the
Reduced Amount hereunder.  In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount which is subject to taxation under section 4999 of
the Code.  In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code.

     18.5   RELATED CORPORATIONS.  For purposes of this Article 18, the term
'Company' shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

     ARTICLE 19.    DEFINITIONS.

     19.1   'AFFILIATE' means any entity other than a Subsidiary, if the
Company and/or one or more Subsidiaries own not less than 50% of such entity.

     19.2   'AWARD' means any award of an Option, an SAR, a Restricted Share or
a Stock Unit under the Plan.

     19.3   'BOARD' means the Company's Board of Directors, as constituted from
time to time.

     19.4   'CHANGE IN CONTROL' shall mean:

                    (a)  The consummation of a merger or consolidation of the 
     Company with or into another entity or any other corporate reorganization, 
     if persons who were not stockholders of the Company immediately prior to 
     such merger, consolidation or other reorganization own immediately after 
     such merger, consolidation or other reorganization 50% or more of the 
     voting power of the

                                     13



     outstanding securities of each of (i) the continuing or surviving entity 
     and (ii) any direct or indirect parent corporation of such continuing or 
     surviving entity;

                    (b)  The sale, transfer or other disposition of all or 
     substantially all of the Company's assets;

                    (c)  A change in the composition of the Board, as a result 
     of which fewer than 50% of the incumbent directors are directors who 
     either (i) had been directors of the Company on the date 24 months prior 
     to the date of the event that may constitute a Change in Control (the 
     'original directors') or (ii) were elected, or nominated for election, to 
     the Board with the affirmative votes of at least a majority of the 
     aggregate of the original directors who were still in office at the time 
     of the election or nomination and the directors whose election or 
     nomination was previously so approved; or

                    (d)  Any transaction as a result of which any person is 
     the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), 
     directly or indirectly, of securities of the Company representing at least 
     50% of the total voting power represented by the Company's then 
     outstanding voting securities.  For purposes of this Paragraph (d), the 
     term 'person' shall have the same meaning as when used in sections 13(d) 
     and 14(d) of the Exchange Act but shall exclude (i) a trustee or other 
     fiduciary holding securities under an employee benefit plan of the Company 
     or of a Parent or Subsidiary and (ii) a corporation owned directly or 
     indirectly by the stockholders of the Company in substantially the same 
     proportions as their ownership of the common stock of the Company.

     A transaction shall not constitute a Change in Control if its sole purpose 
     is to change the state of the Company's incorporation or to create a 
     holding company that will be owned in substantially the same proportions 
     by the persons who held the Company's securities immediately before such 
     transaction.  A transaction in itself shall not necessarily constitute a 
     Change in Control if as a result of the transaction the percentage of 
     ownership of the Company by Oracle Corporation is reduced to below 50% of 
     the total voting power represented by the Company's then outstanding 
     voting securities and/or Oracle Corporation's percentage of ownership of 
     the Company is later increased to at least 50% of the total voting power 
     represented by the Company's then outstanding voting securities.

     19.5   'CODE' means the Internal Revenue Code of 1986, as amended.

     19.6   'COMMITTEE' means a committee of the Board, as described in
Article 2.

     19.7   'COMMON SHARE' means one share of the common stock of the Company.

     19.8   'COMPANY' means Liberate Technologies, a Delaware corporation.

     19.9   'CONSULTANT' means a consultant or adviser who provides bona fide
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 4.1.

                                     14



     19.10  'EMPLOYEE' means a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate.

     19.11  'EXCHANGE ACT' means the Securities Exchange Act of 1934, as
amended.

     19.12  'EXERCISE PRICE,' in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement.  'Exercise Price,' in the
case of an SAR, means an amount, as specified in the applicable SAR Agreement,
which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.

     19.13  'FAIR MARKET VALUE' means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in THE WALL STREET JOURNAL.  Such determination
shall be conclusive and binding on all persons.

     19.14  'ISO' means an incentive stock option described in section 422(b)
of the Code.

     19.15  'NSO' means a stock option not described in sections 422 or 423 of
the Code.

     19.16  'OPTION' means an ISO or NSO granted under the Plan and entitling
the holder to purchase Common Shares.

     19.17  'OPTIONEE' means an individual or estate who holds an Option or
SAR.

     19.18  'OUTSIDE DIRECTOR' shall mean a member of the Board who is not an
Employee.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.1.

     19.19  'PARENT' means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.  A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent commencing
as of such date.

     19.20  'PARTICIPANT' means an individual or estate who holds an Award.

     19.21  'PLAN' means this Liberate Technologies 1999 Equity Incentive Plan,
as amended from time to time.

     19.22  'RESTRICTED SHARE' means a Common Share awarded under the Plan.

     19.23  'RESTRICTED STOCK AGREEMENT' means the agreement between the
Company and the recipient of a Restricted Share which contains the terms,
conditions and restrictions pertaining to such Restricted Share.

     19.24  'SAR' means a stock appreciation right granted under the Plan.

                                     15



     19.25  'SAR AGREEMENT' means the agreement between the Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     19.26  'STOCK OPTION AGREEMENT' means the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions pertaining
to his or her Option.

     19.27  'STOCK UNIT' means a bookkeeping entry representing the equivalent
of one Common Share, as awarded under the Plan.

     19.28  'STOCK UNIT AGREEMENT' means the agreement between the Company and
the recipient of a Stock Unit which contains the terms, conditions and
restrictions pertaining to such Stock Unit.

     19.29  'SUBSIDIARY' means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.  A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

                                     16