{"id":38315,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-stock-incentive-plan-com21-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-incentive-plan-com21-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-incentive-plan-com21-inc.html","title":{"rendered":"1998 Stock Incentive Plan &#8211; Com21 Inc."},"content":{"rendered":"<pre>\n                                  COM21, INC.\n                           1998 STOCK INCENTIVE PLAN\n\n\n                                  ARTICLE ONE\n\n                               GENERAL PROVISIONS\n\n\n       I.        PURPOSE OF THE PLAN\n\n                 This 1998 Stock Incentive Plan is intended to promote the\ninterests of Com 21, Inc., a Delaware corporation, by providing eligible\npersons with the opportunity to acquire a proprietary interest, or otherwise\nincrease their proprietary interest, in the Corporation as an incentive for\nthem to remain in the service of the Corporation.\n\n                 Capitalized terms shall have the meanings assigned to such\nterms in the attached Appendix.\n\n     II.         STRUCTURE OF THE PLAN\n\n                 A.       The Plan shall be divided into five separate equity\nprograms:\n\n                          -       the Discretionary Option Grant Program under\nwhich eligible persons may, at the discretion of the Plan Administrator, be\ngranted options to purchase shares of Common Stock,\n\n                          -       the Salary Investment Option Grant Program\nunder which eligible employees may elect to have a portion of their base salary\ninvested each year in special option grants,\n\n                          -       the Stock Issuance Program under which\neligible persons may, at the discretion of the Plan Administrator, be issued\nshares of Common Stock directly, either through the immediate purchase of such\nshares or as a bonus for services rendered the Corporation (or any Parent or\nSubsidiary),\n\n                          -       the Automatic Option Grant Program under\nwhich eligible non-employee Board members shall automatically receive option\ngrants at periodic intervals to purchase shares of Common Stock, and\n\n                          -       the Director Fee Option Grant Program under\nwhich non-employee Board members may elect to have all or any portion of their\nannual retainer fee otherwise payable in cash applied to a special option\ngrant.\n\n\n\n\n\n\n                 B.       The provisions of Articles One and Seven shall apply\nto all equity programs under the Plan and shall govern the interests of all\npersons under the Plan.\n\n     III.        ADMINISTRATION OF THE PLAN\n\n                 A.       The Primary Committee shall have sole and exclusive\nauthority to administer the Discretionary Option Grant and Stock Issuance\nPrograms with respect to Section 16 Insiders. Administration of the\nDiscretionary Option Grant and Stock Issuance Programs with respect to all\nother persons eligible to participate in those programs may, at the Board's\ndiscretion, be vested in the Primary Committee or a Secondary Committee, or the\nBoard may retain the power to administer those programs with respect to all\nsuch persons.  However, any discretionary option grants or stock issuances for\nmembers of the Primary Committee shall be made by a disinterested majority of\nthe Board.\n\n                 B.       Members of the Primary Committee or any Secondary\nCommittee shall serve for such period of time as the Board may determine and\nmay be removed by the Board at any time.  The Board may also at any time\nterminate the functions of any Secondary Committee and reassume all powers and\nauthority previously delegated to such committee.\n\n                 C.       Each Plan Administrator shall, within the scope of\nits administrative functions under the Plan, have full power and authority\n(subject to the provisions of the Plan) to establish such rules and regulations\nas it may deem appropriate for proper administration of the Discretionary\nOption Grant and Stock Issuance Programs and to make such determinations under,\nand issue such interpretations of, the provisions of such programs and any\noutstanding options or stock issuances thereunder as it may deem necessary or\nadvisable.  Decisions of the Plan Administrator within the scope of its\nadministrative functions under the Plan shall be final and binding on all\nparties who have an interest in the Discretionary Option Grant and Stock\nIssuance Programs under its jurisdiction or any option or stock issuance\nthereunder.\n\n                 D.       The Primary Committee shall have the sole and\nexclusive authority to determine which Section 16 Insiders and other highly\ncompensated Employees shall be eligible for participation in the Salary\nInvestment Option Grant Program for one or more calendar years.  However, all\noption grants under the Salary Investment Option Grant Program shall be made in\naccordance with the express terms of that program, and the Primary Committee\nshall not exercise any discretionary functions with respect to the option\ngrants made under that program.\n\n                 E.       Service on the Primary Committee or the Secondary\nCommittee shall constitute service as a Board member, and members of each such\ncommittee shall accordingly be entitled to full indemnification and\nreimbursement as Board members for their service on such committee.  No member\nof the Primary Committee or the Secondary Committee shall be liable for any act\nor omission made in good faith with respect to the Plan or any option grants or\nstock issuances under the Plan.\n\n\n\n\n\n                                       2.\n\n\n                 F.       Administration of the Automatic Option Grant and\nDirector Fee Option Grant Programs shall be self-executing in accordance with\nthe terms of those programs, and no Plan Administrator shall exercise any\ndiscretionary functions with respect to any option grants or stock issuances\nmade under those programs.\n\n     IV.         ELIGIBILITY\n\n                 A.       The persons eligible to participate in the\nDiscretionary Option Grant and Stock Issuance Programs are as follows:\n\n                               (i)         Employees,\n\n                              (ii)         non-employee members of the Board or\nthe board of directors of any Parent or Subsidiary, and\n\n                             (iii)         consultants and other independent\n         advisors who provide services to the Corporation (or any Parent or\n         Subsidiary).\n\n                 B.       Only Employees who are Section 16 Insiders or other\nhighly compensated individuals shall be eligible to participate in the Salary\nInvestment Option Grant Program.\n\n                 C.       Each Plan Administrator shall, within the scope of\nits administrative jurisdiction under the Plan, have full authority to\ndetermine, (i) with respect to the option grants under the Discretionary Option\nGrant Program, which eligible persons are to receive option grants, the time or\ntimes when such option grants are to be made, the number of shares to be\ncovered by each such grant, the status of the granted option as either an\nIncentive Option or a Non-Statutory Option, the time or times when each option\nis to become exercisable, the vesting schedule (if any) applicable to the\noption shares and the maximum term for which the option is to remain\noutstanding and (ii) with respect to stock issuances under the Stock Issuance\nProgram, which eligible persons are to receive stock issuances, the time or\ntimes when such issuances are to be made, the number of shares to be issued to\neach Participant, the vesting schedule (if any) applicable to the issued shares\nand the consideration for such shares.\n\n                 D.       The Plan Administrator shall have the absolute\ndiscretion either to grant options in accordance with the Discretionary Option\nGrant Program or to effect stock issuances in accordance with the Stock\nIssuance Program.\n\n                 E.       The individuals who shall be eligible to participate\nin the Automatic Option Grant Program shall be limited to (i) those individuals\nwho first become non-employee Board members after the Underwriting Date,\nwhether through appointment by the Board or election by the Corporation's\nstockholders, and (ii) those individuals who continue to serve as non-employee\nBoard members at one or more Annual Stockholders Meetings held after the\nUnderwriting Date.  A non-employee Board member who has previously been in the\nemploy of the Corporation (or any Parent or Subsidiary) shall not be eligible\nto receive an option grant under the Automatic\n\n\n\n\n\n                                       3.\n\n\nOption Grant Program at the time he or she first becomes a non-employee Board\nmember, but shall be eligible to receive periodic option grants under the\nAutomatic Option Grant Program while he or she continues to serve as a\nnon-employee Board member.\n\n                 F.       All non-employee Board members shall be eligible to\nparticipate in the Director Fee Option Grant Program.\n\n       V.        STOCK SUBJECT TO THE PLAN\n\n                 A.       The stock issuable under the Plan shall be shares of\nauthorized but unissued or reacquired Common Stock, including shares repurchased\nby the Corporation on the open market. The maximum number of shares of Common\nStock initially reserved for issuance over the term of the Plan shall not exceed\n2,478,190 shares, which shall consist of the number of shares which remained\navailable for issuance, as of the Plan Effective Date, under the Predecessor\nPlan as last approved by the Corporation's stockholders, including the shares\nsubject to outstanding options under that Predecessor Plan. To the extent any\nunvested shares of Common Stock outstanding under the Predecessor Plan as of the\nPlan Effective Date are subsequently repurchased by the Corporation, at the\noption exercise price paid per share, in connection with the holder's\ntermination of service prior to vesting in the shares, those repurchased shares\nshall be added to the reserve of Common Stock available for issuance under the\nPlan, but in no event shall the number of such repurchased shares added to the\nreserve exceed 72,810 shares. In addition, the number of shares of Common Stock\nreserved for issuance under the 1998 Plan will automatically be increased on the\nfirst trading day of each calendar year, beginning in calendar year 1999, by an\namount equal to four percent of the total number of shares of Common Stock\noutstanding on the last trading day of the preceding calendar year.\n\n                 B.       No one person participating in the Plan may receive\noptions, separately exercisable stock appreciation rights and direct stock\nissuances for more than 500,000 shares of Common Stock in the aggregate per\ncalendar year, beginning with the 1998 calendar year.\n\n                 C.       Shares of Common Stock subject to outstanding options\n(including options incorporated into this Plan from the Predecessor Plan) shall\nbe available for subsequent issuance under the Plan to the extent (i) those\noptions expire or terminate for any reason prior to exercise in full or (ii)\nthe options are cancelled in accordance with the cancellation-regrant\nprovisions of Article Two.  Unvested shares issued under the Plan and\nsubsequently cancelled or repurchased by the Corporation (including unvested\nshares issued under the Predecessor Plan and repurchased by the Corporation at\nor after the Plan Effective Date), at the original issue price paid per share,\npursuant to the Corporation's repurchase rights under the Plan shall be added\nback to the number of shares of Common Stock reserved for issuance under the\nPlan and shall accordingly be available for reissuance through one or more\nsubsequent option grants or direct stock issuances under the Plan.  However,\nshould the exercise price of an option under the Plan be paid with shares of\nCommon Stock or should shares of Common Stock otherwise issuable under the Plan\nbe withheld by the Corporation in satisfaction of the withholding taxes\nincurred in connection with the exercise of an option or the vesting of a stock\nissuance under the Plan, then the number\n\n\n\n\n\n                                       4.\n\n\nof shares of Common Stock available for issuance under the Plan shall be\nreduced by the gross number of shares for which the option is exercised or\nwhich vest under the stock issuance, and not by the net number of shares of\nCommon Stock issued to the holder of such option or stock issuance. Shares of\nCommon Stock underlying one or more stock appreciation rights exercised under\nSection IV of Article Two of the Plan shall NOT be available for subsequent\nissuance under the Plan.\n\n                 D.       If any change is made to the Common Stock by reason\nof any stock split, stock dividend, recapitalization, combination of shares,\nexchange of shares or other change affecting the outstanding Common Stock as a\nclass without the Corporation's receipt of consideration, appropriate\nadjustments shall be made to (i) the maximum number and\/or class of securities\nissuable under the Plan, (ii) the number and\/or class of securities for which\nany one person may be granted stock options, separately exercisable stock\nappreciation rights and direct stock issuances under the Plan per calendar\nyear, (iii) the number and\/or class of securities for which grants are\nsubsequently to be made under the Automatic Option Grant Program to new and\ncontinuing non-employee Board members, (iv) the number and\/or class of\nsecurities and the exercise price per share in effect under each outstanding\noption under the Plan and (v) the number and\/or class of securities and price\nper share in effect under each outstanding option incorporated into this Plan\nfrom the Predecessor Plan.  Such adjustments to the outstanding options are to\nbe effected in a manner which shall preclude the enlargement or dilution of\nrights and benefits under such options. The adjustments determined by the Plan\nAdministrator shall be final, binding and conclusive.\n\n\n\n\n\n                                       5.\n\n\n                                  ARTICLE TWO\n\n                       DISCRETIONARY OPTION GRANT PROGRAM\n\n\n       I.        OPTION TERMS\n\n                 Each option shall be evidenced by one or more documents in the\nform approved by the Plan Administrator; provided, however, that each such\ndocument shall comply with the terms specified below.  Each document evidencing\nan Incentive Option shall, in addition, be subject to the provisions of the\nPlan applicable to such options.\n\n                 A.       EXERCISE PRICE.\n\n                          1.      The exercise price per share shall be fixed\nby the Plan Administrator but shall not be less than one hundred percent (100%)\nof the Fair Market Value per share of Common Stock on the option grant date.\n\n                          2.      The exercise price shall become immediately\ndue upon exercise of the option and shall, subject to the provisions of Section\nI of Article Six and the documents evidencing the option, be payable in one or\nmore of the forms specified below:\n\n                               (i)         cash or check made payable to the\nCorporation,\n\n                              (ii)         shares of Common Stock held for the\n         requisite period necessary to avoid a charge to the Corporation's\n         earnings for financial reporting purposes and valued at Fair Market\n         Value on the Exercise Date, or\n\n                             (iii)         to the extent the option is\n         exercised for vested shares, through a special sale and remittance\n         procedure pursuant to which the Optionee shall concurrently provide\n         irrevocable instructions to (a) a Corporation- designated brokerage\n         firm to effect the immediate sale of the purchased shares and remit to\n         the Corporation, out of the sale proceeds available on the settlement\n         date, sufficient funds to cover the aggregate exercise price payable\n         for the purchased shares plus all applicable Federal, state and local\n         income and employment taxes required to be withheld by the Corporation\n         by reason of such exercise and (b) the Corporation to deliver the\n         certificates for the purchased shares directly to such brokerage firm\n         in order to complete the sale.\n\n                 Except to the extent such sale and remittance procedure is\nutilized, payment of the exercise price for the purchased shares must be made\non the Exercise Date.\n\n\n\n\n\n                                       6.\n\n\n                 B.       EXERCISE AND TERM OF OPTIONS.  Each option shall be\nexercisable at such time or times, during such period and for such number of\nshares as shall be determined by the Plan Administrator and set forth in the\ndocuments evidencing the option.  However, no option shall have a term in\nexcess of ten (10) years measured from the option grant date.\n\n                 C.       EFFECT OF TERMINATION OF SERVICE.\n\n                          1.      The following provisions shall govern the\nexercise of any options held by the Optionee at the time of cessation of\nService or death:\n\n                               (i)         Any option outstanding at the time\n         of the Optionee's cessation of Service for any reason shall remain\n         exercisable for such period of time thereafter as shall be determined\n         by the Plan Administrator and set forth in the documents evidencing\n         the option, but no such option shall be exercisable after the\n         expiration of the option term.\n\n                              (ii)         Any option exercisable in whole or\n         in part by the Optionee at the time of death may be subsequently\n         exercised by the personal representative of the Optionee's estate or\n         by the person or persons to whom the option is transferred pursuant to\n         the Optionee's will or in accordance with the laws of descent and\n         distribution.\n\n                             (iii)         Should the Optionee's Service be\n         terminated for Misconduct, then all outstanding options held by the\n         Optionee shall terminate immediately and cease to be outstanding.\n\n                              (iv)         During the applicable post-Service\n         exercise period, the option may not be exercised in the aggregate for\n         more than the number of vested shares for which the option is\n         exercisable on the date of the Optionee's cessation of Service.  Upon\n         the expiration of the applicable exercise period or (if earlier) upon\n         the expiration of the option term, the option shall terminate and\n         cease to be outstanding for any vested shares for which the option has\n         not been exercised.  However, the option shall, immediately upon the\n         Optionee's cessation of Service, terminate and cease to be outstanding\n         to the extent the option is not otherwise at that time exercisable for\n         vested shares.\n\n                          2.      The Plan Administrator shall have complete\ndiscretion, exercisable either at the time an option is granted or at any time\nwhile the option remains outstanding, to:\n\n                                (i)        extend the period of time for which\n         the option is to remain exercisable following the Optionee's cessation\n         of Service from the limited exercise period otherwise in effect for\n         that option to such greater period of time as the Plan Administrator\n         shall deem appropriate, but in no event beyond the expiration of the\n         option term, and\/or\n\n\n\n\n\n                                       7.\n\n\n                               (ii)        permit the option to be exercised,\n         during the applicable post-Service exercise period, not only with\n         respect to the number of vested shares of Common Stock for which such\n         option is exercisable at the time of the Optionee's cessation of\n         Service but also with respect to one or more additional installments\n         in which the Optionee would have vested had the Optionee continued in\n         Service.\n\n                 D.       STOCKHOLDER RIGHTS.  The holder of an option shall\nhave no stockholder rights with respect to the shares subject to the option\nuntil such person shall have exercised the option, paid the exercise price and\nbecome a holder of record of the purchased shares.\n\n                 E.       REPURCHASE RIGHTS.  The Plan Administrator shall have\nthe discretion to grant options which are exercisable for unvested shares of\nCommon Stock.  Should the Optionee cease Service while holding such unvested\nshares, the Corporation shall have the right to repurchase, at the exercise\nprice paid per share, any or all of those unvested shares.  The terms upon\nwhich such repurchase right shall be exercisable (including the period and\nprocedure for exercise and the appropriate vesting schedule for the purchased\nshares) shall be established by the Plan Administrator and set forth in the\ndocument evidencing such repurchase right.\n\n                 F.       LIMITED TRANSFERABILITY OF OPTIONS.  During the\nlifetime of the Optionee, Incentive Options shall be exercisable only by the\nOptionee and shall not be assignable or transferable other than by will or by\nthe laws of descent and distribution following the Optionee's death.\nNon-Statutory Options shall be subject to the same restrictions, except that a\nNon-Statutory Option may, in connection with the Optionee's estate plan, be\nassigned in whole or in part during the Optionee's lifetime to one or more\nmembers of the Optionee's immediate family or to a trust established\nexclusively for one or more such family members.  The assigned portion may only\nbe exercised by the person or persons who acquire a proprietary interest in the\noption pursuant to the assignment. The terms applicable to the assigned portion\nshall be the same as those in effect for the option immediately prior to such\nassignment and shall be set forth in such documents issued to the assignee as\nthe Plan Administrator may deem appropriate.\n\n     II.         INCENTIVE OPTIONS\n\n                 The terms specified below shall be applicable to all Incentive\nOptions.  Except as modified by the provisions of this Section II, all the\nprovisions of Articles One, Two and Seven shall be applicable to Incentive\nOptions.  Options which are specifically designated as Non-Statutory Options\nwhen issued under the Plan shall not be subject to the terms of this Section\nII.\n\n                 A.       ELIGIBILITY.  Incentive Options may only be granted\nto Employees.\n\n                 B.       EXERCISE PRICE.  The exercise price per share shall\nnot be less than one hundred percent (100%) of the Fair Market Value per share\nof Common Stock on the option grant date.\n\n\n\n\n\n                                       8.\n\n\n                 C.       DOLLAR LIMITATION.  The aggregate Fair Market Value\nof the shares of Common Stock (determined as of the respective date or dates of\ngrant) for which one or more options granted to any Employee under the Plan (or\nany other option plan of the Corporation or any Parent or Subsidiary) may for\nthe first time become exercisable as Incentive Options during any one calendar\nyear shall not exceed the sum of One Hundred Thousand Dollars ($100,000).  To\nthe extent the Employee holds two (2) or more such options which become\nexercisable for the first time in the same calendar year, the foregoing\nlimitation on the exercisability of such options as Incentive Options shall be\napplied on the basis of the order in which such options are granted.\n\n                 D.       10% STOCKHOLDER.  If any Employee to whom an\nIncentive Option is granted is a 10% Stockholder, then the exercise price per\nshare shall not be less than one hundred ten percent (110%) of the Fair Market\nValue per share of Common Stock on the option grant date, and the option term\nshall not exceed five (5) years measured from the option grant date.\n\n     III.        CORPORATE TRANSACTION\/CHANGE IN CONTROL\n\n                 A.       In the event of any Corporate Transaction, each\noutstanding option shall automatically accelerate so that each such option\nshall, immediately prior to the effective date of the Corporate Transaction,\nbecome fully exercisable with respect to the total number of shares of Common\nStock at the time subject to such option and may be exercised for any or all of\nthose shares as fully vested shares of Common Stock.  However, an outstanding\noption shall NOT become exercisable on such an accelerated basis if and to the\nextent:  (i) such option is, in connection with the Corporate Transaction, to\nbe assumed by the successor corporation (or parent thereof) or (ii) such option\nis to be replaced with a cash incentive program of the successor corporation\nwhich preserves the spread existing at the time of the Corporate Transaction on\nany shares for which the option is not otherwise at that time exercisable and\nprovides for subsequent payout in accordance with the same exercise\/vesting\nschedule applicable to those option shares or (iii) the acceleration of such\noption is subject to other limitations imposed by the Plan Administrator at the\ntime of the option grant.\n\n                 B.       All outstanding repurchase rights shall automatically\nterminate, and the shares of Common Stock subject to those terminated rights\nshall immediately vest in full, in the event of any Corporate Transaction,\nexcept to the extent: (i) those repurchase rights are to be assigned to the\nsuccessor corporation (or parent thereof) in connection with such Corporate\nTransaction or (ii) such accelerated vesting is precluded by other limitations\nimposed by the Plan Administrator at the time the repurchase right is issued.\n\n                 C.       Immediately following the consummation of the\nCorporate Transaction, all outstanding options shall terminate and cease to be\noutstanding, except to the extent assumed by the successor corporation (or\nparent thereof).\n\n\n\n\n\n                                       9.\n\n\n                 D.       Each option which is assumed in connection with a\nCorporate Transaction shall be appropriately adjusted, immediately after such\nCorporate Transaction, to apply to the number and class of securities which\nwould have been issuable to the Optionee in consummation of such Corporate\nTransaction had the option been exercised immediately prior to such Corporate\nTransaction.  Appropriate adjustments to reflect such Corporate Transaction\nshall also be made to (i) the exercise price payable per share under each\noutstanding option, provided the aggregate exercise price payable for such\nsecurities shall remain the same, (ii) the maximum number and\/or class of\nsecurities available for issuance over the remaining term of the Plan and (iii)\nthe maximum number and\/or class of securities for which any one person may be\ngranted stock options, separately exercisable stock appreciation rights and\ndirect stock issuances under the Plan per calendar year.\n\n                 E.       The Plan Administrator shall have the discretionary\nauthority to provide for the automatic acceleration of one or more outstanding\noptions under the Discretionary Option Grant Program upon the occurrence of a\nCorporate Transaction, whether or not those options are to be assumed in the\nCorporate Transaction, so that each such option shall, immediately prior to the\neffect date of such Corporate Transaction, become fully exercisable with\nrespect to the total number of shares of Common Stock at the time subject to\nthat option and may be exercised for any or all of those shares as fully vested\nshares of Common Stock. In addition, the Plan Administrator shall have the\ndiscretionary authority to structure one or more of the Corporation's\nrepurchase rights under the Discretionary Option Grant Program so that those\nrights shall not be assignable in connection with such Corporate Transaction\nand shall accordingly terminate upon the consummation of such Corporate\nTransaction, and the shares subject to those terminated rights shall thereupon\nvest in full.\n\n                 F.       The Plan Administrator shall have full power and\nauthority, exercisable either at the time the option is granted or at any time\nwhile the option remains outstanding, to provide for the automatic acceleration\nof one or more outstanding options under the Discretionary Option Grant Program\nin the event the Optionee's Service is subsequently terminated by reason of an\nInvoluntary Termination within a designated period (not to exceed eighteen (18)\nmonths) following the effective date of any Corporate Transaction in which\nthose options are assumed and do not otherwise accelerate.  Any options so\naccelerated shall remain exercisable for fully vested shares until the earlier\nof (i) the expiration of the option term or (ii) the expiration of the one (1)\nyear period measured from the effective date of the Involuntary Termination.\nIn addition, the Plan Administrator may provide that one or more of the\nCorporation's outstanding repurchase rights with respect to shares held by the\nOptionee at the time of such Involuntary Termination shall immediately\nterminate, and the shares subject to those terminated repurchase rights shall\naccordingly vest in full.\n\n                 G.       The Plan Administrator shall have the discretionary\nauthority to provide for the automatic acceleration of one or more outstanding\noptions under the Discretionary Option Grant Program upon the occurrence of a\nChange in Control so that each such option shall, immediately prior to the\neffect date of such Change in Control, become fully exercisable with respect to\nthe total number of shares of Common Stock at the time subject to that option\nand may\n\n\n\n\n\n                                      10.\n\n\nbe exercised for any or all of those shares as fully vested shares of Common\nStock. In addition, the Plan Administrator shall have the discretionary\nauthority to structure one or more of the Corporation's repurchase rights under\nthe Discretionary Option Grant Program so that those rights shall terminate\nautomatically upon the consummation of such Change in Control, and the shares\nsubject to those terminated rights shall thereupon vest in full.\nAlternatively, the Plan Administrator may condition the automatic acceleration\nof one or more outstanding options under the Discretionary Option Grant Program\nand the termination of one or more of the Corporation's outstanding repurchase\nrights under such program upon the subsequent termination of the Optionee's\nService by reason of an Involuntary Termination within a designated period (not\nto exceed eighteen (18) months) following the effective date of such Change in\nControl.  Each option so accelerated shall remain exercisable for fully vested\nshares until the earlier of (i) the expiration of the option term or (ii) the\nexpiration of the one (1) year period measured from the effective date of\nOptionee's cessation of Service.\n\n                 H.       The portion of any Incentive Option accelerated in\nconnection with a Corporate Transaction or Change in Control shall remain\nexercisable as an Incentive Option only to the extent the applicable One\nHundred Thousand Dollar ($100,000) limitation is not exceeded.  To the extent\nsuch dollar limitation is exceeded, the accelerated portion of such option\nshall be exercisable as a Nonstatutory Option under the Federal tax laws.\n\n                 I.       The outstanding options shall in no way affect the\nright of the Corporation to adjust, reclassify, reorganize or otherwise change\nits capital or business structure or to merge, consolidate, dissolve, liquidate\nor sell or transfer all or any part of its business or assets.\n\n     IV.         CANCELLATION AND REGRANT OF OPTIONS\n\n                 The Plan Administrator shall have the authority to effect, at\nany time and from time to time, with the consent of the affected option\nholders, the cancellation of any or all outstanding options under the\nDiscretionary Option Grant Program (including outstanding options incorporated\nfrom the Predecessor Plan) and to grant in substitution new options covering\nthe same or different number of shares of Common Stock but with an exercise\nprice per share based on the Fair Market Value per share of Common Stock on the\nnew grant date.\n\n       V.        STOCK APPRECIATION RIGHTS\n\n                 A.       The Plan Administrator shall have full power and\nauthority to grant to selected Optionees tandem stock appreciation rights\nand\/or limited stock appreciation rights.\n\n                 B.       The following terms shall govern the grant and\nexercise of tandem stock appreciation rights:\n\n                               (i)         One or more Optionees may be granted\n         the right, exercisable upon such terms as the Plan Administrator may\n         establish, to elect between the exercise of the underlying option for\n         shares of Common Stock and\n\n\n\n\n\n                                      11.\n\n\n         the surrender of that option in exchange for a distribution from the\n         Corporation in an amount equal to the excess of (a) the Fair Market\n         Value (on the option surrender date) of the number of shares in which\n         the Optionee is at the time vested under the surrendered option (or\n         surrendered portion thereof) over (b) the aggregate exercise price\n         payable for such shares.\n\n                              (ii)         No such option surrender shall be\n         effective unless it is approved by the Plan Administrator, either at\n         the time of the actual option surrender or at any earlier time.  If\n         the surrender is so approved, then the distribution to which the\n         Optionee shall be entitled may be made in shares of Common Stock\n         valued at Fair Market Value on the option surrender date, in cash, or\n         partly in shares and partly in cash, as the Plan Administrator shall\n         in its sole discretion deem appropriate.\n\n                             (iii)         If the surrender of an option is not\n         approved by the Plan Administrator, then the Optionee shall retain\n         whatever rights the Optionee had under the surrendered option (or\n         surrendered portion thereof) on the option surrender date and may\n         exercise such rights at any time prior to the later of (a) five (5)\n         business days after the receipt of the rejection notice or (b) the\n         last day on which the option is otherwise exercisable in accordance\n         with the terms of the documents evidencing such option, but in no\n         event may such rights be exercised more than ten (10) years after the\n         option grant date.\n\n                 C.       The following terms shall govern the grant and\nexercise of limited stock appreciation rights:\n\n                               (i)         One or more Section 16 Insiders may\n         be granted limited stock appreciation rights with respect to their\n         outstanding options.\n\n                              (ii)         Upon the occurrence of a Hostile\n         Take-Over, each individual holding one or more options with such a\n         limited stock appreciation right shall have the unconditional right\n         (exercisable for a thirty (30)-day period following such Hostile\n         Take-Over) to surrender each such option to the Corporation, to the\n         extent the option is at the time exercisable for vested shares of\n         Common Stock.  In return for the surrendered option, the Optionee\n         shall receive a cash distribution from the Corporation in an amount\n         equal to the excess of (A) the Take-Over Price of the shares of Common\n         Stock which are at the time vested under each surrendered option (or\n         surrendered portion thereof) over (B) the aggregate exercise price\n         payable for such shares.  Such cash distribution shall be paid within\n         five (5) days following the option surrender date.\n\n\n\n\n\n                                      12.\n\n\n                             (iii)         The grant of such limited stock\n         appreciation right shall automatically constitute pre- approval by the\n         Plan Administrator of any subsequent exercise of that right in\n         accordance with the terms of this Paragraph C.  Accordingly, no\n         further approval of the Plan Administrator or the Board shall be\n         required at the time of the actual option surrender and cash\n         distribution.\n\n                              (iv)         The balance of the option (if any)\n         shall remain outstanding and exercisable in accordance with the\n         documents evidencing such option.\n\n\n\n\n\n                                      13.\n\n\n                                 ARTICLE THREE\n\n                     SALARY INVESTMENT OPTION GRANT PROGRAM\n\n       I.        OPTION GRANTS\n\n                 The Primary Committee shall have the sole and exclusive\nauthority to determine the calendar year or years (if any) for which the Salary\nInvestment Option Grant Program is to be in effect and to select the Section 16\nInsiders and other highly compensated Employees eligible to participate in the\nSalary Investment Option Grant Program for those calendar year or years.  Each\nselected individual who elects to participate in the Salary Investment Option\nGrant Program must, prior to the start of each calendar year of participation,\nfile with the Plan Administrator (or its designate) an irrevocable\nauthorization directing the Corporation to reduce his or her base salary for\nthat calendar year by an amount not less than Ten Thousand Dollars ($10,000.00)\nnor more than Fifty Thousand Dollars ($50,000.00).  The Primary Committee shall\nhave complete discretion to determine whether to approve the filed\nauthorization in whole or in part.  To the extent the Primary Committee\napproves the authorization, the individual who filed that authorization shall\nautomatically be granted an option under the Salary Investment Grant Program on\nthe first trading day in January of the calendar year for which the salary\nreduction is to be in effect.\n\n     II.         OPTION TERMS\n\n                 Each option shall be a Non-Statutory Option evidenced by one\nor more documents in the form approved by the Plan Administrator; provided,\nhowever, that each such document shall comply with the terms specified below.\n\n                 A.       EXERCISE PRICE.\n\n                          1.      The exercise price per share shall be\nthirty-three and one-third percent (33-1\/3%) of the Fair Market Value per share\nof Common Stock on the option grant date.\n\n                          2.      The exercise price shall become immediately\ndue upon exercise of the option and shall be payable in one or more of the\nalternative forms authorized under the Discretionary Option Grant Program.\nExcept to the extent the sale and remittance procedure specified thereunder is\nutilized, payment of the exercise price for the purchased shares must be made\non the Exercise Date.\n\n\n\n\n\n                                      14.\n\n\n                 B.       NUMBER OF OPTION SHARES.  The number of shares of\nCommon Stock subject to the option shall be determined pursuant to the\nfollowing formula (rounded down to the nearest whole number):\n\n                          X = A \/ (B x 66-2\/3%), where\n\n                          X is the number of option shares,\n\n                          A is the dollar amount of the approved reduction in\n                          the Optionee's base salary for the calendar year, and\n\n                          B is the Fair Market Value per share of Common Stock\n                          on the option grant date.\n\n                 C.       EXERCISE AND TERM OF OPTIONS.  The option shall\nbecome exercisable in a series of twelve (12) successive equal monthly\ninstallments upon the Optionee's completion of each calendar month of Service\nin the calendar year for which the salary reduction is in effect.  Each option\nshall have a maximum term of ten (10) years measured from the option grant\ndate.\n                 D.       EFFECT OF TERMINATION OF SERVICE.  Should the\nOptionee cease Service for any reason while holding one or more options under\nthis Article Three, then each such option shall remain exercisable, for any or\nall of the shares for which the option is exercisable at the time of such\ncessation of Service, until the earlier of (i) the expiration of the ten\n(10)-year option term or (ii) the expiration of the three (3)-year period\nmeasured from the date of such cessation of Service.  Should the Optionee die\nwhile holding one or more options under this Article Three, then each such\noption may be exercised, for any or all of the shares for which the option is\nexercisable at the time of the Optionee's cessation of Service (less any shares\nsubsequently purchased by Optionee prior to death), by the personal\nrepresentative of the Optionee's estate or by the person or persons to whom the\noption is transferred pursuant to the Optionee's will or in accordance with the\nlaws of descent and distribution.  Such right of exercise shall lapse, and the\noption shall terminate, upon the earlier of (i) the expiration of the ten\n(10)-year option term or (ii) the three (3)-year period measured from the date\nof the Optionee's cessation of Service.  However, the option shall, immediately\nupon the Optionee's cessation of Service for any reason, terminate and cease to\nremain outstanding with respect to any and all shares of Common Stock for which\nthe option is not otherwise at that time exercisable.\n\n     III .       CORPORATE TRANSACTION\/CHANGE IN CONTROL\/HOSTILE TAKE-OVER\n\n                 A.       In the event of any Corporate Transaction while the\nOptionee remains in Service, each outstanding option held by such Optionee\nunder this Salary Investment Option Grant Program shall automatically\naccelerate so that each such option shall, immediately prior to the effective\ndate of the Corporate Transaction, become fully exercisable with respect to the\ntotal number of shares of Common Stock at the time subject to such option and\nmay be exercised\n\n\n\n\n\n                                      15.\n\n\nfor any or all of those shares as fully-vested shares of Common Stock.  Each\nsuch outstanding option shall be assumed by the successor corporation (or\nparent thereof) in the Corporate Transaction and shall remain exercisable for\nthe fully-vested shares until the earlier of (i) the expiration of the ten\n(10)-year option term or (ii) the expiration of the three (3)-year period\nmeasured from the date of the Optionee's cessation of Service.\n\n                 B.       In the event of a Change in Control while the\nOptionee remains in Service, each outstanding option held by such Optionee\nunder this Salary Investment Option Grant Program shall automatically\naccelerate so that each such option shall immediately become fully exercisable\nwith respect to the total number of shares of Common Stock at the time subject\nto such option and may be exercised for any or all of those shares as\nfully-vested shares of Common Stock.  The option shall remain so exercisable\nuntil the earlier of (i) the expiration of the ten (10)-year option term, (ii)\nthe expiration of the three (3)-year period measured from the date of the\nOptionee's cessation of Service or (iii) the surrender of the option in\nconnection with a Hostile Take-Over.\n\n                 C.       Upon the occurrence of a Hostile Take-Over, the\nOptionee shall have a thirty (30)-day period in which to surrender to the\nCorporation each outstanding option granted him or her under the Salary\nInvestment Option Grant Program.  The Optionee shall in return be entitled to a\ncash distribution from the Corporation in an amount equal to the excess of (i)\nthe Take-Over Price of the shares of Common Stock at the time subject to the\nsurrendered option (whether or not the Optionee is otherwise at the time vested\nin those shares) over (ii) the aggregate exercise price payable for such\nshares.  Such cash distribution shall be paid within five (5) days following\nthe surrender of the option to the Corporation.  The Primary Committee shall,\nat the time the option with such limited stock appreciation right is granted\nunder the Salary Investment Option Grant Program, pre-approve any subsequent\nexercise of that right in accordance with the terms of this Paragraph C.\nAccordingly, no further approval of the Primary Committee or the Board shall be\nrequired at the time of the actual option surrender and cash distribution.\n\n                 D.       The grant of options under the Salary Investment\nOption Grant Program shall in no way affect the right of the Corporation to\nadjust, reclassify, reorganize or otherwise change its capital or business\nstructure or to merge, consolidate, dissolve, liquidate or sell or transfer all\nor any part of its business or assets.\n\n     III.        REMAINING TERMS\n\n                 The remaining terms of each option granted under the Salary\nInvestment Option Grant Program shall be the same as the terms in effect for\noption grants made under the Discretionary Option Grant Program.\n\n\n\n\n\n                                      16.\n\n\n                                  ARTICLE FOUR\n\n                             STOCK ISSUANCE PROGRAM\n\n       I.        STOCK ISSUANCE TERMS\n\n                 Shares of Common Stock may be issued under the Stock Issuance\nProgram through direct and immediate issuances without any intervening option\ngrants.  Each such stock issuance shall be evidenced by a Stock Issuance\nAgreement which complies with the terms specified below.\n\n                 A.       PURCHASE PRICE.\n\n                          1.      The purchase price per share shall be fixed\nby the Plan Administrator, but shall not be less than one hundred percent\n(100%) of the Fair Market Value per share of Common Stock on the issuance date.\n\n                          2.      Subject to the provisions of Section I of\nArticle Seven, shares of Common Stock may be issued under the Stock Issuance\nProgram for any of the following items of consideration which the Plan\nAdministrator may deem appropriate in each individual instance:\n\n                               (i)         cash or check made payable to the \nCorporation, or\n\n                              (ii)         past services rendered to the\nCorporation (or any Parent or Subsidiary).\n\n                 B.       VESTING PROVISIONS.\n\n                          1.      Shares of Common Stock issued under the Stock\nIssuance Program may, in the discretion of the Plan Administrator, be fully and\nimmediately vested upon issuance or may vest in one or more installments over\nthe Participant's period of Service or upon attainment of specified performance\nobjectives.  The elements of the vesting schedule applicable to any unvested\nshares of Common Stock issued under the Stock Issuance Program, namely:\n\n                               (i)         the Service period to be completed\n         by the Participant or the performance objectives to be attained,\n\n                              (ii)         the number of installments in which\nthe shares are to vest,\n\n                             (iii)         the interval or intervals (if any)\nwhich are to lapse between installments, and\n\n\n\n\n\n                                      17.\n\n\n                              (iv)         the effect which death, Permanent\n         Disability or other event designated by the Plan Administrator is to\n         have upon the vesting schedule,\n\nshall be determined by the Plan Administrator and incorporated into the Stock\nIssuance Agreement.\n\n                          2.      Any new, substituted or additional securities\nor other property (including money paid other than as a regular cash dividend)\nwhich the Participant may have the right to receive with respect to the\nParticipant's unvested shares of Common Stock by reason of any stock dividend,\nstock split, recapitalization, combination of shares, exchange of shares or\nother change affecting the outstanding Common Stock as a class without the\nCorporation's receipt of consideration shall be issued subject to (i) the same\nvesting requirements applicable to the Participant's unvested shares of Common\nStock and (ii) such escrow arrangements as the Plan Administrator shall deem\nappropriate.\n\n                          3.      The Participant shall have full stockholder\nrights with respect to any shares of Common Stock issued to the Participant\nunder the Stock Issuance Program, whether or not the Participant's interest in\nthose shares is vested.  Accordingly, the Participant shall have the right to\nvote such shares and to receive any regular cash dividends paid on such shares.\n\n                          4.      Should the Participant cease to remain in\nService while holding one or more unvested shares of Common Stock issued under\nthe Stock Issuance Program or should the performance objectives not be attained\nwith respect to one or more such unvested shares of Common Stock, then those\nshares shall be immediately surrendered to the Corporation for cancellation,\nand the Participant shall have no further stockholder rights with respect to\nthose shares.  To the extent the surrendered shares were previously issued to\nthe Participant for consideration paid in cash or cash equivalent (including\nthe Participant's purchase-money indebtedness), the Corporation shall repay to\nthe Participant the cash consideration paid for the surrendered shares and\nshall cancel the unpaid principal balance of any outstanding purchase- money\nnote of the Participant attributable to the surrendered shares.\n\n                          5.      The Plan Administrator may in its discretion\nwaive the surrender and cancellation of one or more unvested shares of Common\nStock which would otherwise occur upon the cessation of the Participant's\nService or the non-attainment of the performance objectives applicable to those\nshares.  Such waiver shall result in the immediate vesting of the Participant's\ninterest in the shares of Common Stock as to which the waiver applies.  Such\nwaiver may be effected at any time, whether before or after the Participant's\ncessation of Service or the attainment or non-attainment of the applicable\nperformance objectives.\n\n\n\n\n\n                                      18.\n\n\n     II.         CORPORATE TRANSACTION\/CHANGE IN CONTROL\n\n                 A.       All of the Corporation's outstanding repurchase\nrights under the Stock Issuance Program shall terminate automatically, and all\nthe shares of Common Stock subject to those terminated rights shall immediately\nvest in full, in the event of any Corporate Transaction, except to the extent\n(i) those repurchase rights are to be assigned to the successor corporation (or\nparent thereof) in connection with such Corporate Transaction or (ii) such\naccelerated vesting is precluded by other limitations imposed in the Stock\nIssuance Agreement.\n\n                 B.       The Plan Administrator shall have the discretionary\nauthority, exercisable either at the time the unvested shares are issued or any\ntime while the Corporation's repurchase rights remain outstanding under the\nStock Issuance Program, to provide that those rights shall automatically\nterminate in whole or in part, and the shares of Common Stock subject to those\nterminated rights shall immediately vest, in the event the Participant's\nService should subsequently terminate by reason of an Involuntary Termination\nwithin a designated period (not to exceed eighteen (18) months) following the\neffective date of any Corporate Transaction in which those repurchase rights\nare assigned to the successor corporation (or parent thereof).\n\n                 C.       The Plan Administrator shall have the discretionary\nauthority, exercisable either at the time the unvested shares are issued or any\ntime while the Corporation's repurchase rights remain outstanding under the\nStock Issuance Program, to provide that those rights shall automatically\nterminate in whole or in part, and the shares of Common Stock subject to those\nterminated rights shall immediately vest, in the event the Participant's\nService should subsequently terminate by reason of an Involuntary Termination\nwithin a designated period (not to exceed eighteen (18) months) following the\neffective date of any Change in Control.\n\n     III.        SHARE ESCROW\/LEGENDS\n\n                 Unvested shares may, in the Plan Administrator's discretion,\nbe held in escrow by the Corporation until the Participant's interest in such\nshares vests or may be issued directly to the Participant with restrictive\nlegends on the certificates evidencing those unvested shares.\n\n\n\n\n\n                                      19.\n\n\n                                  ARTICLE FIVE\n\n                         AUTOMATIC OPTION GRANT PROGRAM\n\n       I.        OPTION TERMS\n\n                 A.       GRANT DATES.  Option grants shall be made on the\ndates specified below:\n\n                          1.      Each individual who is first elected or\nappointed as a non-employee Board member at any time after the Underwriting\nDate shall automatically be granted, on the date of such initial election or\nappointment, a Non-Statutory Option to purchase 20,000 shares of Common Stock,\nprovided that individual has not previously been in the employ of the\nCorporation or any Parent or Subsidiary.\n\n                          2.      On the date of each Annual Stockholders\nMeeting held after the Underwriting Date, each individual who is to continue to\nserve as an Eligible Director, whether or not that individual is standing for\nre-election to the Board at that particular Annual Meeting, shall automatically\nbe granted a Non-Statutory Option to purchase 5,000 shares of Common Stock,\nprovided such individual has served as a non-employee Board member for at least\nsix (6) months.  There shall be no limit on the number of such 5,000-share\noption grants any one Eligible Director may receive over his or her period of\nBoard service, and non-employee Board members who have previously been in the\nemploy of the Corporation (or any Parent or Subsidiary) or who have otherwise\nreceived a stock option grant from the Corporation prior to the Underwriting\nDate shall be eligible to receive one or more such annual option grants over\ntheir period of continued Board service.\n\n                 B.       EXERCISE PRICE.\n\n                          1.      The exercise price per share shall be equal\nto one hundred percent (100%) of the Fair Market Value per share of Common\nStock on the option grant date.\n\n                          2.      The exercise price shall be payable in one or\nmore of the alternative forms authorized under the Discretionary Option Grant\nProgram.  Except to the extent the sale and remittance procedure specified\nthereunder is utilized, payment of the exercise price for the purchased shares\nmust be made on the Exercise Date.\n\n                 C.       OPTION TERM.  Each option shall have a term of ten\n(10) years measured from the option grant date.\n\n                 D.       EXERCISE AND VESTING OF OPTIONS.  Each option shall\nbe immediately exercisable for any or all of the option shares.  However, any\nshares purchased under the option shall be subject to repurchase by the\nCorporation, at the exercise price paid per share, upon the Optionee's\ncessation of Board service prior to vesting in those shares.  Each initial\n15,000-share grant shall vest, and the Corporation's repurchase right shall\nlapse, in a series of four (4)\n\n\n\n\n\n                                      20.\n\n\nsuccessive equal annual installments over the Optionee's period of continued\nservice as a Board member, with the first such installment to vest upon the\nOptionee's completion of one (1) year of Board service measured from the option\ngrant date.  Each annual 5,000-share automatic option shall vest, and the\nCorporation's repurchase right shall lapse, in a series of two successive equal\nannual installments over the Optionee's period of continued service as a Board\nMember, with the first such installment to vest upon the Optionee's completion\nof one (1) year of Board service measured from the option grant date.\n\n                 E.       TERMINATION OF BOARD SERVICE.  The following\nprovisions shall govern the exercise of any options held by the Optionee at the\ntime the Optionee ceases to serve as a Board member:\n\n                               (i)         The Optionee (or, in the event of\n         Optionee's death, the personal representative of the Optionee's estate\n         or the person or persons to whom the option is transferred pursuant to\n         the Optionee's will or in accordance with the laws of descent and\n         distribution) shall have a twelve (12)-month period following the date\n         of such cessation of Board service in which to exercise each such\n         option.\n\n                              (ii)         During the twelve (12)-month\n         exercise period, the option may not be exercised in the aggregate for\n         more than the number of vested shares of Common Stock for which the\n         option is exercisable at the time of the Optionee's cessation of Board\n         service.\n\n                             (iii)         Should the Optionee cease to serve\n         as a Board member by reason of death or Permanent Disability, then all\n         shares at the time subject to the option shall immediately vest so\n         that such option may, during the twelve (12)-month exercise period\n         following such cessation of Board service, be exercised for all or any\n         portion of those shares as fully-vested shares of Common Stock.\n\n                              (iv)         In no event shall the option remain\n         exercisable after the expiration of the option term.  Upon the\n         expiration of the twelve (12)-month exercise period or (if earlier)\n         upon the expiration of the option term, the option shall terminate and\n         cease to be outstanding for any vested shares for which the option has\n         not been exercised.  However, the option shall, immediately upon the\n         Optionee's cessation of Board service for any reason other than death\n         or Permanent Disability, terminate and cease to be outstanding to the\n         extent the option is not otherwise at that time exercisable for vested\n         shares.\n\n     II.         CORPORATE TRANSACTION\/CHANGE IN CONTROL\/HOSTILE TAKE-OVER\n\n                 A.       In the event of any Corporate Transaction, the shares\nof Common Stock at the time subject to each outstanding option but not\notherwise vested shall automatically vest in full so that each such option\nshall, immediately prior to the effective date of the Corporate\n\n\n\n\n\n                                      21.\n\n\nTransaction, become fully exercisable for all of the shares of Common Stock at\nthe time subject to such option and may be exercised for all or any portion of\nthose shares as fully-vested shares of Common Stock.  Immediately following the\nconsummation of the Corporate Transaction, each automatic option grant shall\nterminate and cease to be outstanding, except to the extent assumed by the\nsuccessor corporation (or parent thereof).\n\n                 B.       In connection with any Change in Control, the shares\nof Common Stock at the time subject to each outstanding option but not\notherwise vested shall automatically vest in full so that each such option\nshall, immediately prior to the effective date of the Change in Control, become\nfully exercisable for all of the shares of Common Stock at the time subject to\nsuch option and may be exercised for all or any portion of those shares as\nfully-vested shares of Common Stock.  Each such option shall remain exercisable\nfor such fully-vested option shares until the expiration or sooner termination\nof the option term or the surrender of the option in connection with a Hostile\nTake-Over.\n\n                 C.       All outstanding repurchase rights shall automatically\nterminate, and the shares of Common Stock subject to those terminated rights\nshall immediately vest in full, in the event of any Corporate Transaction or\nChange in Control.\n\n                 D.       Upon the occurrence of a Hostile Take-Over, the\nOptionee shall have a thirty (30)-day period in which to surrender to the\nCorporation each of his or her outstanding automatic option grants.  The\nOptionee shall in return be entitled to a cash distribution from the\nCorporation in an amount equal to the excess of (i) the Take-Over Price of the\nshares of Common Stock at the time subject to each surrendered option (whether\nor not the Optionee is otherwise at the time vested in those shares) over (ii)\nthe aggregate exercise price payable for such shares.  Such cash distribution\nshall be paid within five (5) days following the surrender of the option to the\nCorporation.  No approval or consent of the Board or any Plan Administrator\nshall be required in connection with such option surrender and cash\ndistribution.\n\n                 E.       Each option which is assumed in connection with a\nCorporate Transaction shall be appropriately adjusted, immediately after such\nCorporate Transaction, to apply to the number and class of securities which\nwould have been issuable to the Optionee in consummation of such Corporate\nTransaction had the option been exercised immediately prior to such Corporate\nTransaction.  Appropriate adjustments shall also be made to the exercise price\npayable per share under each outstanding option, provided the aggregate\nexercise price payable for such securities shall remain the same.\n\n                 F.       The grant of options under the Automatic Option Grant\nProgram shall in no way affect the right of the Corporation to adjust,\nreclassify, reorganize or otherwise change its capital or business structure or\nto merge, consolidate, dissolve, liquidate or sell or transfer all or any part\nof its business or assets.\n\n\n\n\n\n                                      22.\n\n\n     III.        REMAINING TERMS\n\n                 The remaining terms of each option granted under the Automatic\nOption Grant Program shall be the same as the terms in effect for option grants\nmade under the Discretionary Option Grant Program.\n\n\n\n\n\n                                      23.\n\n\n                                  ARTICLE SIX\n\n                       DIRECTOR FEE OPTION GRANT PROGRAM\n\n       I.        OPTION GRANTS\n\n                 Each non-employee Board member may elect to apply all or any\nportion of the annual retainer fee otherwise payable in cash for his or her\nservice on the Board to the acquisition of a special option grant under this\nDirector Fee Option Grant Program.  Such election must be filed with the\nCorporation's Chief Financial Officer prior to first day of the calendar year\nfor which the annual retainer fee which is the subject of that election is\notherwise payable.  Each non-employee Board member who files such a timely\nelection shall automatically be granted an option under this Director Fee\nOption Grant Program on the first trading day in January in the calendar year\nfor which the annual retainer fee which is the subject of that election would\notherwise be payable in cash.\n\n     II.         OPTION TERMS\n\n                 Each option shall be a Non-Statutory Option governed by the\nterms and conditions specified below.\n\n                 A.       EXERCISE PRICE.\n\n                          1.      The exercise price per share shall be\nthirty-three and one-third percent (33-1\/3%) of the Fair Market Value per share\nof Common Stock on the option grant date.\n\n                          2.      The exercise price shall become immediately\ndue upon exercise of the option and shall be payable in one or more of the\nalternative forms authorized under the Discretionary Option Grant Program.\nExcept to the extent the sale and remittance procedure specified thereunder is\nutilized, payment of the exercise price for the purchased shares must be made\non the Exercise Date.\n\n                 B.       NUMBER OF OPTION SHARES.  The number of shares of\nCommon Stock subject to the option shall be determined pursuant to the\nfollowing formula (rounded down to the nearest whole number):\n\n                          X = A \/ (B x 66-2\/3%), where\n\n                          X is the number of option shares,\n\n                          A is the portion of the annual retainer fee subject to\n                          the non-employee Board member's election, and\n\n\n\n\n\n                                      24.\n\n\n                          B is the Fair Market Value per share of Common Stock\n                          on the option grant date.\n\n                 C.       EXERCISE AND TERM OF OPTIONS.  The option shall\nbecome exercisable in a series of twelve (12) equal monthly installments upon\nthe Optionee's completion of each month of Board service over the twelve\n(12)-month period measured from the grant date.  Each option shall have a\nmaximum term of ten (10) years measured from the option grant date.\n\n                 D.       TERMINATION OF BOARD SERVICE.  Should the Optionee\ncease Board service for any reason (other than death or Permanent Disability)\nwhile holding one or more options under this Director Fee Option Grant Program,\nthen each such option shall remain exercisable, for any or all of the shares\nfor which the option is exercisable at the time of such cessation of Board\nservice, until the earlier of (i) the expiration of the ten (10)-year option\nterm or (ii) the expiration of the three (3)-year period measured from the date\nof such cessation of Board service.  However, each option held by the Optionee\nunder this Director Fee Option Grant Program at the time of his or her\ncessation of Board service shall immediately terminate and cease to remain\noutstanding with respect to any and all shares of Common Stock for which the\noption is not otherwise at that time exercisable.\n\n                 E.       DEATH OR PERMANENT DISABILITY.  Should the Optionee's\nservice as a Board member cease by reason of death or Permanent Disability,\nthen each option held by such Optionee under this Director Fee Option Grant\nProgram shall immediately become exercisable for all the shares of Common Stock\nat the time subject to that option, and the option may be exercised for any or\nall of those shares as fully-vested shares until the earlier of (i) the\nexpiration of the ten (10)-year option term or (ii) the expiration of the three\n(3)-year period measured from the date of such cessation of Board service.\n\n                 Should the Optionee die after cessation of Board service but\nwhile holding one or more options under this Director Fee Option Grant Program,\nthen each such option may be exercised, for any or all of the shares for which\nthe option is exercisable at the time of the Optionee's cessation of Board\nservice (less any shares subsequently purchased by Optionee prior to death), by\nthe personal representative of the Optionee's estate or by the person or\npersons to whom the option is transferred pursuant to the Optionee's will or in\naccordance with the laws of descent and distribution.  Such right of exercise\nshall lapse, and the option shall terminate, upon the earlier of (i) the\nexpiration of the ten (10)-year option term or (ii) the three (3)-year period\nmeasured from the date of the Optionee's cessation of Board service.\n\n     III.        CORPORATE TRANSACTION\/CHANGE IN CONTROL\/HOSTILE TAKE-OVER\n\n                 A.       In the event of any Corporate Transaction while the\nOptionee remains a Board member, each outstanding option held by such Optionee\nunder this Director Fee Option Grant Program shall automatically accelerate so\nthat each such option shall, immediately prior to the effective date of the\nCorporate Transaction, become fully exercisable with respect to the\n\n\n\n\n\n                                      25.\n\n\ntotal number of shares of Common Stock at the time subject to such option and\nmay be exercised for any or all of those shares as fully-vested shares of\nCommon Stock.  Each such outstanding option shall be assumed by the successor\ncorporation (or parent thereof) in the Corporate Transaction and shall remain\nexercisable for the fully-vested shares until the earlier of (i) the expiration\nof the ten (10)-year option term or (ii) the expiration of the three (3)-year\nperiod measured from the date of the Optionee's cessation of Board service.\n\n                 B.       In the event of a Change in Control while the\nOptionee remains in Service, each outstanding option held by such Optionee\nunder this Director Fee Option Grant Program shall automatically accelerate so\nthat each such option shall immediately become fully exercisable with respect\nto the total number of shares of Common Stock at the time subject to such\noption and may be exercised for any or all of those shares as fully-vested\nshares of Common Stock.  The option shall remain so exercisable until the\nearlier or (i) the expiration of the ten (10)-year option term or (ii) the\nexpiration of the three (3)-year period measured from the date of the\nOptionee's cessation of Service.\n\n                 C.       Upon the occurrence of a Hostile Take-Over, the\nOptionee shall have a thirty (30)-day period in which to surrender to the\nCorporation each outstanding option granted him or her under the Director Fee\nOption Grant Program.  The Optionee shall in return be entitled to a cash\ndistribution from the Corporation in an amount equal to the excess of (i) the\nTake-Over Price of the shares of Common Stock at the time subject to each\nsurrendered option (whether or not the Optionee is otherwise at the time vested\nin those shares) over (ii) the aggregate exercise price payable for such\nshares.  Such cash distribution shall be paid within five (5) days following\nthe surrender of the option to the Corporation.  No approval or consent of the\nBoard or any Plan Administrator shall be required in connection with such\noption surrender and cash distribution.\n\n                 D.       The grant of options under the Director Fee Option\nGrant Program shall in no way affect the right of the Corporation to adjust,\nreclassify, reorganize or otherwise change its capital or business structure or\nto merge, consolidate, dissolve, liquidate or sell or transfer all or any part\nof its business or assets.\n\n     IV.         REMAINING TERMS\n\n                 The remaining terms of each option granted under this Director\nFee Option Grant Program shall be the same as the terms in effect for option\ngrants made under the Discretionary Option Grant Program.\n\n\n\n\n\n                                      26.\n\n\n                                 ARTICLE SEVEN\n\n                                 MISCELLANEOUS\n\n       I.        FINANCING\n\n                 The Plan Administrator may permit any Optionee or Participant\nto pay the option exercise price under the Discretionary Option Grant Program\nor the purchase price of shares issued under the Stock Issuance Program by\ndelivering a full-recourse, interest bearing promissory note payable in one or\nmore installments.  The terms of any such promissory note (including the\ninterest rate and the terms of repayment) shall be established by the Plan\nAdministrator in its sole discretion.  In no event may the maximum credit\navailable to the Optionee or Participant exceed the sum of (i) the aggregate\noption exercise price or purchase price payable for the purchased shares plus\n(ii) any Federal, state and local income and employment tax liability incurred\nby the Optionee or the Participant in connection with the option exercise or\nshare purchase.\n\n     II.         TAX WITHHOLDING\n\n                 A.       The Corporation's obligation to deliver shares of\nCommon Stock upon the exercise of options or the issuance or vesting of such\nshares under the Plan shall be subject to the satisfaction of all applicable\nFederal, state and local income and employment tax withholding requirements.\n\n                 B.       The Plan Administrator may, in its discretion,\nprovide any or all holders of Non-Statutory Options or unvested shares of\nCommon Stock under the Plan (other than the options granted or the shares\nissued under the Automatic Option Grant or Director Fee Option Grant Program)\nwith the right to use shares of Common Stock in satisfaction of all or part of\nthe Taxes incurred by such holders in connection with the exercise of their\noptions or the vesting of their shares.  Such right may be provided to any such\nholder in either or both of the following formats:\n\n                          Stock Withholding:  The election to have the\nCorporation withhold, from the shares of Common Stock otherwise issuable upon\nthe exercise of such Non-Statutory Option or the vesting of such shares, a\nportion of those shares with an aggregate Fair Market Value equal to the\npercentage of the Taxes (not to exceed one hundred percent (100%)) designated\nby the holder.\n\n                          Stock Delivery:  The election to deliver to the\nCorporation, at the time the Non-Statutory Option is exercised or the shares\nvest, one or more shares of Common Stock previously acquired by such holder\n(other than in connection with the option exercise or share vesting triggering\nthe Taxes) with an aggregate Fair Market Value equal to the percentage of the\nTaxes (not to exceed one hundred percent (100%)) designated by the holder.\n\n\n\n\n\n                                      27.\n\n\n     III.        EFFECTIVE DATE AND TERM OF THE PLAN\n\n                 A.       The Plan shall become effective immediately at the\nPlan Effective Date.  However, the Salary Investment Option Grant Program and\nthe Director Fee Option Grant Program shall not be implemented until such time\nas the Primary Committee may deem appropriate.  Options may be granted under\nthe Discretionary Option Grant at any time on or after the Plan Effective Date.\nHowever, no options granted under the Plan may be exercised, and no shares\nshall be issued under the Plan, until the Plan is approved by the Corporation's\nstockholders.  If such stockholder approval is not obtained within twelve (12)\nmonths after the Plan Effective Date, then all options previously granted under\nthis Plan shall terminate and cease to be outstanding, and no further options\nshall be granted and no shares shall be issued under the Plan.\n\n                 B.       The Plan shall serve as the successor to the\nPredecessor Plan, and no further option grants or direct stock issuances shall\nbe made under the Predecessor Plan after the Section 12 Registration Date.\nAll options outstanding under the Predecessor Plan on the Section 12\nRegistration Date shall be incorporated into the Plan at that time and shall be\ntreated as outstanding options under the Plan.  However, each outstanding\noption so incorporated shall continue to be governed solely by the terms of the\ndocuments evidencing such option, and no provision of the Plan shall be deemed\nto affect or otherwise modify the rights or obligations of the holders of such\nincorporated options with respect to their acquisition of shares of Common\nStock.\n\n                 C.       One or more provisions of the Plan, including\n(without limitation) the option\/vesting acceleration provisions of Article Two\nrelating to Corporate Transactions and Changes in Control, may, in the Plan\nAdministrator's discretion, be extended to one or more options incorporated\nfrom the Predecessor Plan which do not otherwise contain such provisions.\n\n                 D.       The Plan shall terminate upon the earliest to occur\nof (i) March 9, 2008, (ii) the date on which all shares available for issuance\nunder the Plan shall have been issued as fully-vested shares or (iii) the\ntermination of all outstanding options in connection with a Corporate \nTransaction.  Should the Plan terminate on March 9, 2008, then all option grants\nand unvested stock issuances outstanding at that time shall continue to have\nforce and effect in accordance with the provisions of the documents evidencing\nsuch grants or issuances.\n\n     IV.         AMENDMENT OF THE PLAN\n\n                 A.       The Board shall have complete and exclusive power and\nauthority to amend or modify the Plan in any or all respects.  However, no such\namendment or modification shall adversely affect the rights and obligations\nwith respect to stock options or unvested stock issuances at the time\noutstanding under the Plan unless the Optionee or the Participant consents to\nsuch amendment or modification.  In addition, certain amendments may require\nstockholder approval pursuant to applicable laws or regulations.\n\n\n\n\n\n                                      28.\n\n\n                 B.       Options to purchase shares of Common Stock may be\ngranted under the Discretionary Option Grant and Salary Investment Option Grant\nPrograms and shares of Common Stock may be issued under the Stock Issuance\nProgram that are in each instance in excess of the number of shares then\navailable for issuance under the Plan, provided any excess shares actually\nissued under those programs shall be held in escrow until there is obtained\nstockholder approval of an amendment sufficiently increasing the number of\nshares of Common Stock available for issuance under the Plan.  If such\nstockholder approval is not obtained within twelve (12) months after the date\nthe first such excess issuances are made, then (i) any unexercised options\ngranted on the basis of such excess shares shall terminate and cease to be\noutstanding and (ii) the Corporation shall promptly refund to the Optionees and\nthe Participants the exercise or purchase price paid for any excess shares\nissued under the Plan and held in escrow, together with interest (at the\napplicable Short Term Federal Rate) for the period the shares were held in\nescrow, and such shares shall thereupon be automatically cancelled and cease to\nbe outstanding.\n\n       V.        USE OF PROCEEDS\n\n                 Any cash proceeds received by the Corporation from the sale of\nshares of Common Stock under the Plan shall be used for general corporate\npurposes.\n\n     VI.         REGULATORY APPROVALS\n\n                 A.       The implementation of the Plan, the granting of any\nstock option under the Plan and the issuance of any shares of Common Stock (i)\nupon the exercise of any granted option or (ii) under the Stock Issuance\nProgram shall be subject to the Corporation's procurement of all approvals and\npermits required by regulatory authorities having jurisdiction over the Plan,\nthe stock options granted under it and the shares of Common Stock issued\npursuant to it.\n\n                 B.       No shares of Common Stock or other assets shall be\nissued or delivered under the Plan unless and until there shall have been\ncompliance with all applicable requirements of Federal and state securities\nlaws, including the filing and effectiveness of the Form S-8 registration\nstatement for the shares of Common Stock issuable under the Plan, and all\napplicable listing requirements of any stock exchange (or the Nasdaq National\nMarket, if applicable) on which Common Stock is then listed for trading.\n\n     VII.        NO EMPLOYMENT\/SERVICE RIGHTS\n\n                 Nothing in the Plan shall confer upon the Optionee or the\nParticipant any right to continue in Service for any period of specific\nduration or interfere with or otherwise restrict in any way the rights of the\nCorporation (or any Parent or Subsidiary employing or retaining such person) or\nof the Optionee or the Participant, which rights are hereby expressly reserved\nby each, to terminate such person's Service at any time for any reason, with or\nwithout cause.\n\n\n\n\n\n                                      29.\n\n\n                                    APPENDIX\n\n\n                 The following definitions shall be in effect under the Plan:\n\n         A.      AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option\ngrant program in effect under the Plan.\n\n         B.      BOARD shall mean the Corporation's Board of Directors.\n\n         C.      CHANGE IN CONTROL shall mean a change in ownership or control\nof the Corporation effected through either of the following transactions:\n\n                      (i)         the acquisition, directly or indirectly by\n         any person or related group of persons (other than the Corporation or\n         a person that directly or indirectly controls, is controlled by, or is\n         under common control with, the Corporation), of beneficial ownership\n         (within the meaning of Rule 13d-3 of the 1934 Act) of securities\n         possessing more than fifty percent (50%) of the total combined voting\n         power of the Corporation's outstanding securities pursuant to a tender\n         or exchange offer made directly to the Corporation's stockholders, or\n\n                      (ii)        a change in the composition of the Board over\n         a period of thirty-six (36) consecutive months or less such that a\n         majority of the Board members ceases, by reason of one or more\n         contested elections for Board membership, to be comprised of\n         individuals who either (A) have been Board members continuously since\n         the beginning of such period or (B) have been elected or nominated for\n         election as Board members during such period by at least a majority of\n         the Board members described in clause (A) who were still in office at\n         the time the Board approved such election or nomination.\n\n         D.      CODE shall mean the Internal Revenue Code of 1986, as amended.\n\n         E.      COMMON STOCK shall mean the Corporation's common stock.\n\n         F.      CORPORATE TRANSACTION shall mean either of the following\nstockholder-approved transactions to which the Corporation is a party:\n\n                      (i)         a merger or consolidation in which securities\n         possessing more than fifty percent (50%) of the total combined voting\n         power of the Corporation's outstanding securities are transferred to a\n         person or persons different from the persons holding those securities\n         immediately prior to such transaction, or\n\n\n\n\n\n                                      A-1.\n\n\n                      (ii)        the sale, transfer or other disposition of\n         all or substantially all of the Corporation's assets  in complete\n         liquidation or dissolution of the Corporation.\n\n         G.      CORPORATION shall mean Com21, Inc., a Delaware corporation,\nand its successors.\n\n         H.      DIRECTOR FEE OPTION GRANT PROGRAM shall mean the special stock\noption grant in effect for non-employee Board members under Article Six of the\nPlan.\n\n         I.      DISCRETIONARY OPTION GRANT PROGRAM shall mean the\ndiscretionary option grant program in effect under the Plan.\n\n         J.      ELIGIBLE DIRECTOR shall mean a non-employee Board member\neligible to participate in the Automatic Option Grant Program in accordance\nwith the eligibility provisions of Article One.\n\n         K.      EMPLOYEE shall mean an individual who is in the employ of the\nCorporation (or any Parent or Subsidiary), subject to the control and direction\nof the employer entity as to both the work to be performed and the manner and\nmethod of performance.\n\n         L.      EXERCISE DATE shall mean the date on which the Corporation\nshall have received written notice of the option exercise.\n\n         M.      FAIR MARKET VALUE per share of Common Stock on any relevant\ndate shall be determined in accordance with the following provisions:\n\n                      (i)         If the Common Stock is at the time traded on\n         the Nasdaq National Market, then the Fair Market Value shall be the\n         closing selling price per share of Common Stock on the date in\n         question, as such price is reported by the National Association of\n         Securities Dealers on the Nasdaq National Market. If there is no\n         closing selling price for the Common Stock on the date in question,\n         then the Fair Market Value shall be the closing selling price on the\n         last preceding date for which such quotation exists.\n\n                      (ii)        If the Common Stock is at the time listed on\n         any Stock Exchange, then the Fair Market Value shall be the closing\n         selling price per share of Common Stock on the date in question on the\n         Stock Exchange determined by the Plan Administrator to be the primary\n         market for the Common Stock, as such price is officially quoted in the\n         composite tape of transactions on such exchange.  If there is no\n         closing selling price for the Common Stock on the date in question,\n         then the Fair Market Value shall be the closing selling price on the\n         last preceding date for which such quotation exists.\n\n\n\n\n\n                                      A-2.\n\n\n                    (iii)         For purposes of any option grants made on the\n         Underwriting Date, the Fair Market Value shall be deemed to be equal\n         to the price per share at which the Common Stock is to be sold in the\n         initial public offering pursuant to the Underwriting Agreement.\n\n         N.      HOSTILE TAKE-OVER shall mean the acquisition, directly or\nindirectly, by any person or related group of persons (other than the\nCorporation or a person that directly or indirectly controls, is controlled by,\nor is under common control with, the Corporation) of beneficial ownership\n(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing\nmore than fifty percent (50%) of the total combined voting power of the\nCorporation's outstanding securities  pursuant to a tender or exchange offer\nmade directly to the Corporation's stockholders which the Board does not\nrecommend such stockholders to accept.\n\n         O.      INCENTIVE OPTION shall mean an option which satisfies the\nrequirements of Code Section 422.\n\n         P.      INVOLUNTARY TERMINATION shall mean the termination of the\nService of any individual which occurs by reason of:\n\n                      (i)         such individual's involuntary dismissal or\n         discharge by the Corporation for reasons other than Misconduct, or\n\n                      (ii)        such individual's voluntary resignation\n         following (A) a change in his or her position with the Corporation\n         which materially reduces his or her duties and responsibilities or the\n         level of management to which he or she reports, (B) a reduction in his\n         or her level of compensation (including base salary, fringe benefits\n         and target bonus under any corporate-performance based bonus or\n         incentive programs) by more than fifteen percent (15%) or (C) a\n         relocation of such individual's place of employment by more than fifty\n         (50) miles, provided and only if such change, reduction or relocation\n         is effected by the Corporation without the individual's consent.\n\n         Q.      MISCONDUCT shall mean the commission of any act of fraud,\nembezzlement or dishonesty by the Optionee or Participant, any unauthorized use\nor disclosure by such person of confidential information or trade secrets of\nthe Corporation (or any Parent or Subsidiary), or any other intentional\nmisconduct by such person adversely affecting the business or affairs of the\nCorporation (or any Parent or Subsidiary) in a material manner.  The foregoing\ndefinition shall not be deemed to be inclusive of all the acts or omissions\nwhich the Corporation (or any Parent or Subsidiary) may consider as grounds for\nthe dismissal or discharge of any Optionee, Participant or other person in the\nService of the Corporation (or any Parent or Subsidiary).\n\n         R.      1934 ACT shall mean the Securities Exchange Act of 1934, as\namended.\n\n\n\n\n\n                                      A-3.\n\n\n         S.      NON-STATUTORY OPTION shall mean an option not intended to\nsatisfy  the requirements of Code Section 422.\n\n         T.      OPTIONEE shall mean any person to whom an option is granted\nunder the Discretionary Option Grant, Salary Investment Option Grant, Automatic\nOption Grant or Director Fee Option Grant Program.\n\n         U.      PARENT shall mean any corporation (other than the Corporation)\nin an unbroken chain of corporations ending with the Corporation, provided each\ncorporation in the unbroken chain (other than the Corporation) owns, at the\ntime of the determination, stock possessing fifty percent (50%) or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n         V.      PARTICIPANT shall mean any person who is issued shares of\nCommon Stock under the Stock Issuance Program.\n\n         W.      PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the\ninability of the Optionee or the Participant to engage in any substantial\ngainful activity by reason of any medically determinable physical or mental\nimpairment expected to result in death or to be of continuous duration of\ntwelve (12) months or more.  However, solely for purposes of the Automatic\nOption Grant and Director Fee Option Grant Programs, Permanent Disability or\nPermanently Disabled shall mean the inability of the non-employee Board member\nto perform his or her usual duties as a Board member by reason of any medically\ndeterminable physical or mental impairment expected to result in death or to be\nof continuous duration of twelve (12) months or more.\n\n         X.      PLAN shall mean the Corporation's 1998 Stock Incentive Plan,\nas set forth in this document.\n\n         Y.      PLAN ADMINISTRATOR shall mean the particular entity, whether\nthe Primary Committee, the Board or the Secondary Committee, which is\nauthorized to administer the Discretionary Option Grant and Stock Issuance\nPrograms with respect to one or more classes of eligible persons, to the extent\nsuch entity is carrying out its administrative functions under those programs\nwith respect to the persons under its jurisdiction.\n\n         Z.      PLAN EFFECTIVE DATE shall mean April 1, 1998.\n\n         AA.     PREDECESSOR PLAN shall mean the Corporation's pre-existing\nStock Option Plan in effect immediately prior to the Plan Effective Date\nhereunder.\n\n\n\n\n\n                                      A-4.\n\n\n         AB.     PRIMARY COMMITTEE shall mean the committee of two (2) or more\nnon-employee Board members appointed by the Board to administer the\nDiscretionary Option Grant and Stock Issuance Programs with respect to Section\n16 Insiders and to administer the Salary Investment Option Grant Program solely\nwith respect to the selection of the eligible individuals who may participate\nin such program.\n\n         AC.     SALARY INVESTMENT OPTION GRANT PROGRAM shall mean the salary\ninvestment option grant program in effect under the Plan.\n\n         AD.     SECONDARY COMMITTEE shall mean a committee of one or more\nBoard members appointed by the Board to administer the Discretionary Option\nGrant and Stock Issuance Programs with respect to eligible persons other than\nSection 16 Insiders.\n\n         AE.     SECTION 12 REGISTRATION DATE shall mean the date on which the\nCommon Stock is first registered under Section 12 of the 1934 Act.\n\n         AF.     SECTION 16 INSIDER shall mean an officer or director of the\nCorporation subject to the short-swing profit liabilities of Section 16 of the\n1934 Act.\n\n         AG.     SERVICE shall mean the performance of services for the\nCorporation (or any Parent or Subsidiary) by a person in the capacity of an\nEmployee, a non-employee member of the board of directors or a consultant or\nindependent advisor, except to the extent otherwise specifically provided in\nthe documents evidencing the option grant or stock issuance.\n\n         AH.     STOCK EXCHANGE shall mean either the American Stock Exchange\nor the New York Stock Exchange.\n\n         AI.     STOCK ISSUANCE AGREEMENT shall mean the agreement entered into\nby the Corporation and the Participant at the time of issuance of shares of\nCommon Stock under the Stock Issuance Program.\n\n         AJ.     STOCK ISSUANCE PROGRAM shall mean the stock issuance program\nin effect under the Plan.\n\n         AK.     SUBSIDIARY shall mean any corporation (other than the\nCorporation) in an unbroken chain of corporations beginning with the\nCorporation, provided each corporation (other than the last corporation) in the\nunbroken chain owns, at the time of the determination, stock possessing fifty\npercent (50%) or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.\n\n\n\n\n\n                                      A-5.\n\n\n         AL.     TAKE-OVER PRICE shall mean the greater of (i) the Fair Market\nValue per share of Common Stock on the date the option is surrendered to the\nCorporation in connection with a Hostile Take-Over or (ii) the highest reported\nprice per share of Common Stock paid by the tender offeror in effecting such\nHostile Take-Over.  However, if the surrendered option is an Incentive Option,\nthe Take-Over Price shall not exceed the clause (i) price per share.\n\n         AM.     TAXES shall mean the Federal, state and local income and\nemployment tax liabilities incurred by the holder of Non-Statutory Options or\nunvested shares of Common Stock in connection with the exercise of those\noptions or the vesting of those shares.\n\n         AN.     10% STOCKHOLDER shall mean the owner of stock (as determined\nunder Code Section 424(d)) possessing more than ten percent (10%) of the total\ncombined voting power of all classes of stock of the Corporation (or any Parent\nor Subsidiary).\n\n         AO.     UNDERWRITING AGREEMENT shall mean the agreement between the\nCorporation and the underwriter or underwriters managing the initial public\noffering of the Common Stock.\n\n         AP.     UNDERWRITING DATE shall mean the date on which the\nUnderwriting Agreement is executed and priced in connection with an initial\npublic offering of the Common Stock.\n\n\n\n\n\n                                      A-6.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38315","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38315","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38315"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38315"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38315"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38315"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}