AMENDED AND RESTATED
BAM! ENTERTAINMENT, INC.
2000 STOCK INCENTIVE PLAN
1. Purposes of the Plan. The purposes of this Stock Incentive Plan
are to attract and retain the best available personnel, to
provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business.
2. Definitions. As used herein, the following definitions
(a) "Administrator" means the Board or any of the
Committees appointed to administer the Plan.
(b) "Applicable Laws" means the legal requirements
relating to the administration of stock incentive plans,
if any, under applicable provisions of federal and
state securities laws, the corporate laws of California
and, to the extent other than California, the corporate
law of the state of the Company's incorporation, the
Code, the rules of any applicable stock exchange or
national market system, and the rules of any foreign jurisdiction
applicable to Awards granted to residents therein.
(c) "Award" means the grant of an Option, Restricted
Stock or other right or benefit under the Plan.
(d) "Award Agreement" means the written agreement
evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto.
(e) "Board" means the Board of Directors of the Company.