{"id":38347,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-equity-incentive-plan-liberate-technologie2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-equity-incentive-plan-liberate-technologie2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-equity-incentive-plan-liberate-technologie2.html","title":{"rendered":"1999 Equity Incentive Plan &#8211; Liberate Technologies"},"content":{"rendered":"<pre>\n\n                                LIBERATE TECHNOLOGIES\n\n                              1999 EQUITY INCENTIVE PLAN\n\n                              (AS ADOPTED MAY 17, 1999)\n\n\n\n                                  TABLE OF CONTENTS\n\n\n                                                                              Page\n                                                                           \nARTICLE 1  INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n\nARTICLE 2  ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n     2.1  Committee Composition. . . . . . . . . . . . . . . . . . . . . . . . 1\n     2.2  Committee Responsibilities . . . . . . . . . . . . . . . . . . . . . 1\n     2.2  Committee for Non-Officer Grants . . . . . . . . . . . . . . . . . . 1\n\nARTICLE 3  SHARES AVAILABLE FOR GRANTS . . . . . . . . . . . . . . . . . . . . 2\n     3.1  Basic Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . 2\n     3.2  Annual Increase in Shares. . . . . . . . . . . . . . . . . . . . . . 2\n     3.3  Additional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 2\n     3.4  Dividend Equivalents . . . . . . . . . . . . . . . . . . . . . . . . 2\n\nARTICLE 4  ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\n     4.1  Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . 2\n     4.2  Other Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\n\nARTICLE 5  OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\n     5.1  Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . 3\n     5.2  Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 3\n     5.3  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\n     5.4  Exercisability and Term. . . . . . . . . . . . . . . . . . . . . . . 3\n     5.5  Effect of Change in Control. . . . . . . . . . . . . . . . . . . . . 3\n     5.6  Modification or Assumption of Options. . . . . . . . . . . . . . . . 4\n     5.7  Buyout Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 4\n\nARTICLE  PAYMENT FOR OPTION SHARES . . . . . . . . . . . . . . . . . . . . . . 4\n     6.1  General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     6.2  Surrender of Stock . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     6.3  Exercise\/Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     6.4  Exercise\/Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     6.5  Promissory Note. . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     6.6  Other Forms of Payment . . . . . . . . . . . . . . . . . . . . . . . 5\n\nARTICLE 7  AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS. . . . . . . . . . . . 5\n     7.1  Annual Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     7.2  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     7.3  Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     7.4  Affiliates of Outside Directors. . . . . . . . . . . . . . . . . . . 5\n\nARTICLE 8  STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . 5\n     8.1  SAR Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n\n\n\n                                        i\n\n\n     8.2  Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     8.3  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 6\n     8.4  Exercisability and Term. . . . . . . . . . . . . . . . . . . . . . . 6\n     8.5  Effect of Change in Control. . . . . . . . . . . . . . . . . . . . . 6\n     8.6  Exercise of SARs . . . . . . . . . . . . . . . . . . . . . . . . . . 6\n     8.7  Modification or Assumption of SARs . . . . . . . . . . . . . . . . . 6\n\nARTICLE 9  RESTRICTED SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 6\n     9.1  Restricted Stock Agreement . . . . . . . . . . . . . . . . . . . . . 6\n     9.2  Payment for Awards . . . . . . . . . . . . . . . . . . . . . . . . . 7\n     9.3  Vesting Conditions . . . . . . . . . . . . . . . . . . . . . . . . . 7\n     9.4  Voting and Dividend Rights . . . . . . . . . . . . . . . . . . . . . 7\n\nARTICLE 10  STOCK UNITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7\n     10.1  Stock Unit Agreement. . . . . . . . . . . . . . . . . . . . . . . . 7\n     10.2  Payment for Awards. . . . . . . . . . . . . . . . . . . . . . . . . 7\n     10.3  Vesting Conditions. . . . . . . . . . . . . . . . . . . . . . . . . 7\n     10.4  Voting and Dividend Rights. . . . . . . . . . . . . . . . . . . . . 8\n     10.5  Form and Time of Settlement of Stock Units. . . . . . . . . . . . . 8\n     10.6  Death of Recipient. . . . . . . . . . . . . . . . . . . . . . . . . 8\n     10.7  Creditors' Rights . . . . . . . . . . . . . . . . . . . . . . . . . 8\n\nARTICLE 11  PROTECTION AGAINST DILUTION. . . . . . . . . . . . . . . . . . . . 8\n     11.1  Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8\n     11.2  Dissolution or Liquidation. . . . . . . . . . . . . . . . . . . . . 9\n     11.3  Reorganizations . . . . . . . . . . . . . . . . . . . . . . . . . . 9\n\nARTICLE 12  DEFERRAL OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . . 9\n\nARTICLE 13  AWARDS UNDER OTHER PLANS . . . . . . . . . . . . . . . . . . . . .10\n\nARTICLE 14  PAYMENT OF DIRECTOR'S FEES IN SECURITIES . . . . . . . . . . . . .10\n     14.1  Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . .10\n     14.2  Elections to Receive NSOs, Restricted Shares or Stock Units . . . .10\n     14.3  Number and Terms of NSOs, Restricted Shares or Stock Units. . . . .10\n\nARTICLE 15  LIMITATION ON RIGHTS . . . . . . . . . . . . . . . . . . . . . . .11\n     15.1  Retention Rights. . . . . . . . . . . . . . . . . . . . . . . . . .11\n     15.2  Stockholders' Rights. . . . . . . . . . . . . . . . . . . . . . . .11\n     15.3  Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . .11\n\nARTICLE 16  WITHHOLDING TAXES. . . . . . . . . . . . . . . . . . . . . . . . .11\n     16.1  General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11\n     16.2  Share Withholding . . . . . . . . . . . . . . . . . . . . . . . . .11\n\nARTICLE 17  FUTURE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . .11\n     17.1  Term of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . .11\n     17.2  Amendment or Termination. . . . . . . . . . . . . . . . . . . . . .12\n\n\n\n                                        ii\n\n\nARTICLE 18  LIMITATION ON PAYMENTS . . . . . . . . . . . . . . . . . . . . . .12\n     18.1  Scope of Limitation . . . . . . . . . . . . . . . . . . . . . . . .12\n     18.2  Basic Rule. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12\n     18.3  Reduction of Payments . . . . . . . . . . . . . . . . . . . . . . .12\n     18.4  Overpayments and Underpayments. . . . . . . . . . . . . . . . . . .13\n     18.5  Related Corporations. . . . . . . . . . . . . . . . . . . . . . . .13\n\nARTICLE 19  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .13\n\n\n\n\n\n\n                                        iii\n\n\n\n\n                                LIBERATE TECHNOLOGIES\n\n                              1999 EQUITY INCENTIVE PLAN\n\n     ARTICLE 1.     INTRODUCTION.\n\n          The Plan was adopted by the Board May 17, 1999 to be effective on the\neffective date of the Company's initial public offering of its Common Shares.\nThe purpose of the Plan is to promote the long-term success of the Company and\nthe creation of stockholder value by (a) encouraging Employees, Outside\nDirectors and Consultants to focus on critical long-range objectives,\n(b) encouraging the attraction and retention of Employees, Outside Directors and\nConsultants with exceptional qualifications and (c) linking Employees, Outside\nDirectors and Consultants directly to stockholder interests through increased\nstock ownership.  The Plan seeks to achieve this purpose by providing for Awards\nin the form of Restricted Shares, Stock Units, Options (which may constitute\nincentive stock options or nonstatutory stock options) or stock appreciation\nrights.\n\n          The Plan shall be governed by, and construed in accordance with, the\nlaws of the State of Delaware (except their choice-of-law provisions).\n\n     ARTICLE 2.     ADMINISTRATION.\n\n     2.1    COMMITTEE COMPOSITION.  The Plan shall be administered by the\nCommittee.  The Committee shall consist exclusively of two or more directors of\nthe Company, who shall be appointed by the Board.  In addition, the composition\nof the Committee shall satisfy:\n\n               (a)  Such requirements as the Securities and Exchange Commission\nmay establish for administrators acting under plans intended to qualify for\nexemption under Rule 16b-3 (or its successor) under the Exchange Act; and\n\n               (b)  Such requirements as the Internal Revenue Service may\nestablish for outside directors acting under plans intended to qualify for\nexemption under section 162(m)(4)(C) of the Code.\n\n     2.2    COMMITTEE RESPONSIBILITIES.  The Committee shall (a) select the\nEmployees, Outside Directors and Consultants who are to receive Awards under the\nPlan, (b) determine the type, number, vesting requirements and other features\nand conditions of such Awards, (c) interpret the Plan and (d) make all other\ndecisions relating to the operation of the Plan.  The Committee may adopt such\nrules or guidelines as it deems appropriate to implement the Plan.  The\nCommittee's determinations under the Plan shall be final and binding on all\npersons.\n\n     2.3    COMMITTEE FOR NON-OFFICER GRANTS.  The Board may also appoint a\nsecondary committee of the Board, which shall be composed of one or more\ndirectors of the Company who need not satisfy the requirements of Section 2.1.\nSuch secondary committee may administer the \n\n\n\n\nPlan with respect to Employees and Consultants who are not considered \nofficers or directors of the Company under section 16 of the Exchange Act, \nmay grant Awards under the Plan to such Employees and Consultants and may \ndetermine all features and conditions of such Awards.  Within the limitations \nof this Section 2.3, any reference in the Plan to the Committee shall include \nsuch secondary committee.\n\n     ARTICLE 3.     SHARES AVAILABLE FOR GRANTS.\n\n     3.1    BASIC LIMITATION.  Common Shares issued pursuant to the Plan may be\nauthorized but unissued shares or treasury shares.  The aggregate number of\nOptions, SARs, Stock Units and Restricted Shares awarded under the Plan shall\nnot exceed (a) 2,100,000 plus (b) the additional Common Shares described in\nSections 3.2 and 3.3.  The limitations of this Section 3.1 and Section 3.2 shall\nbe subject to adjustment pursuant to Article 11.\n\n     3.2    ANNUAL INCREASE IN SHARES.  As of June 1 of each year, commencing\nwith the year 2000, the aggregate number of Options, SARs, Stock Units and\nRestricted Shares that may be awarded under the Plan shall automatically\nincrease by a number equal to the lesser of (a) 5% of the total number of Common\nShares then outstanding or (b) 3,000,000.\n\n     3.3    ADDITIONAL SHARES.  If Restricted Shares or Common Shares issued\nupon the exercise of Options are forfeited, then such Common Shares shall again\nbecome available for Awards under the Plan.  If Stock Units, Options or SARs are\nforfeited or terminate for any other reason before being exercised, then the\ncorresponding Common Shares shall again become available for Awards under the\nPlan.  If Stock Units are settled, then only the number of Common Shares (if\nany) actually issued in settlement of such Stock Units shall reduce the number\navailable under Section 3.1 and the balance shall again become available for\nAwards under the Plan.  If SARs are exercised, then only the number of Common\nShares (if any) actually issued in settlement of such SARs shall reduce the\nnumber available under Section 3.1 and the balance shall again become available\nfor Awards under the Plan.  The foregoing notwithstanding, the aggregate number\nof Common Shares that may be issued under the Plan upon the exercise of ISOs\nshall not be increased when Restricted Shares or other Common Shares are\nforfeited.\n\n     3.4    DIVIDEND EQUIVALENTS.  Any dividend equivalents paid or credited\nunder the Plan shall not be applied against the number of Restricted Shares,\nStock Units, Options or SARs available for Awards, whether or not such dividend\nequivalents are converted into Stock Units.\n\n     ARTICLE 4.     ELIGIBILITY.\n\n     4.1    INCENTIVE STOCK OPTIONS.  Only Employees who are common-law\nemployees of the Company, a Parent or a Subsidiary shall be eligible for the\ngrant of ISOs.  In addition, an Employee who owns more than 10% of the total\ncombined voting power of all classes of outstanding stock of the Company or any\nof its Parents or Subsidiaries shall not be eligible for the grant of an ISO\nunless the requirements set forth in section 422(c)(6) of the Code are\nsatisfied.\n\n\n\n\n                                        2\n\n\n     4.2    OTHER GRANTS.  Only Employees, Outside Directors and Consultants\nshall be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs.\n\n     ARTICLE 5.     OPTIONS.\n\n     5.1    STOCK OPTION AGREEMENT.  Each grant of an Option under the Plan\nshall be evidenced by a Stock Option Agreement between the Optionee and the\nCompany.  Such Option shall be subject to all applicable terms of the Plan and\nmay be subject to any other terms that are not inconsistent with the Plan.  The\nStock Option Agreement shall specify whether the Option is an ISO or an NSO.\nThe provisions of the various Stock Option Agreements entered into under the\nPlan need not be identical.  Options may be granted in consideration of a\nreduction in the Optionee's other compensation.  A Stock Option Agreement may\nprovide that a new Option will be granted automatically to the Optionee when he\nor she exercises a prior Option and pays the Exercise Price in the form\ndescribed in Section 6.2.\n\n     5.2    NUMBER OF SHARES.  Each Stock Option Agreement shall specify the\nnumber of Common Shares subject to the Option and shall provide for the\nadjustment of such number in accordance with Article 11.  Options granted to any\nOptionee in a single fiscal year of the Company shall not cover more than\n750,000 Common Shares, except that Options granted to a new Employee in the\nfiscal year of the Company in which his or her service as an Employee first\ncommences shall not cover more than 1,500,000 Common Shares.  The limitations\nset forth in the preceding sentence shall be subject to adjustment in accordance\nwith Article 11.\n\n     5.3    EXERCISE PRICE.  Each Stock Option Agreement shall specify the\nExercise Price; provided that the Exercise Price under an ISO shall in no event\nbe less than 100% of the Fair Market Value of a Common Share on the date of\ngrant and the Exercise Price under an NSO shall in no event be less than 85% of\nthe Fair Market Value of a Common Share on the date of grant.  In the case of an\nNSO, a Stock Option Agreement may specify an Exercise Price that varies in\naccordance with a predetermined formula while the NSO is outstanding.\n\n     5.4    EXERCISABILITY AND TERM.  Each Stock Option Agreement shall specify\nthe date or event when all or any installment of the Option is to become\nexercisable.  The Stock Option Agreement shall also specify the term of the\nOption; provided that the term of an ISO shall in no event exceed 10 years from\nthe date of grant.  A Stock Option Agreement may provide for accelerated\nexercisability in the event of the Optionee's death, disability or retirement or\nother events and may provide for expiration prior to the end of its term in the\nevent of the termination of the Optionee's service.  Options may be awarded in\ncombination with SARs, and such an Award may provide that the Options will not\nbe exercisable unless the related SARs are forfeited.\n\n     5.5    EFFECT OF CHANGE IN CONTROL.  The Committee or the Board may\ndetermine, at the time of granting an Option or thereafter, that such Option\nshall become exercisable as to all or part of the Common Shares subject to such\nOption in the event that a Change in Control occurs with respect to the Company,\nexcept that in the case of an ISO, the acceleration of exercisability shall not\noccur without the Optionee's written consent.\n\n\n\n                                        3\n\n\n     5.6    MODIFICATION OR ASSUMPTION OF OPTIONS.  Within the limitations of\nthe Plan, the Committee may modify, extend or assume outstanding options or may\naccept the cancellation of outstanding options (whether granted by the Company\nor by another issuer) in return for the grant of new options for the same or a\ndifferent number of shares and at the same or a different exercise price.  The\nforegoing notwithstanding, no modification of an Option shall, without the\nconsent of the Optionee, alter or impair his or her rights or obligations under\nsuch Option.\n\n     5.7    BUYOUT PROVISIONS.  The Committee may at any time (a) offer to buy\nout for a payment in cash or cash equivalents an Option previously granted or\n(b) authorize an Optionee to elect to cash out an Option previously granted, in\neither case at such time and based upon such terms and conditions as the\nCommittee shall establish.\n\n     ARTICLE 6.     PAYMENT FOR OPTION SHARES.\n\n     6.1    GENERAL RULE.  The entire Exercise Price of Common Shares issued\nupon exercise of Options shall be payable in cash or cash equivalents at the\ntime when such Common Shares are purchased, except as follows:\n\n               (a)  In the case of an ISO granted under the Plan, payment \n     shall be made only pursuant to the express provisions of the applicable \n     Stock Option Agreement.  The Stock Option Agreement may specify that \n     payment may be made in any form(s) described in this Article 6.\n\n               (b)  In the case of an NSO, the Committee may allow payment in \n     any form(s) described in this Article 6, in its sole discretion.\n\n     6.2    SURRENDER OF STOCK.  To the extent that this Section 6.2 is\napplicable, all or any part of the Exercise Price may be paid by surrendering,\nor attesting to the ownership of, Common Shares that are already owned by the\nOptionee.  Such Common Shares shall be valued at their Fair Market Value on the\ndate when the new Common Shares are purchased under the Plan.  The Optionee\nshall not surrender, or attest to the ownership of, Common Shares in payment of\nthe Exercise Price if such action would cause the Company to recognize\ncompensation expense (or additional compensation expense) with respect to the\nOption for financial reporting purposes.\n\n     6.3    EXERCISE\/SALE.  To the extent that this Section 6.3 is applicable,\nall or any part of the Exercise Price and any withholding taxes may be paid by\ndelivering (on a form prescribed by the Company) an irrevocable direction to a\nsecurities broker approved by the Company to sell all or part of the Common\nShares being purchased under the Plan and to deliver all or part of the sales\nproceeds to the Company.\n\n     6.4    EXERCISE\/PLEDGE.  To the extent that this Section 6.4 is\napplicable, all or any part of the Exercise Price and any withholding taxes may\nbe paid by delivering (on a form prescribed by the Company) an irrevocable\ndirection to pledge all or part of the Common Shares being purchased under the\nPlan to a securities broker or lender approved by the Company, as security for a\nloan, and to deliver all or part of the loan proceeds to the Company.\n\n\n\n                                        4\n\n\n     6.5    PROMISSORY NOTE.  To the extent that this Section 6.5 is\napplicable, all or any part of the Exercise Price and any withholding taxes may\nbe paid by delivering (on a form prescribed by the Company) a full-recourse\npromissory note.  However, the par value of the Common Shares being purchased\nunder the Plan, if newly issued, shall be paid in cash or cash equivalents.\n\n     6.6    OTHER FORMS OF PAYMENT.  To the extent that this Section 6.6 is\napplicable, all or any part of the Exercise Price and any withholding taxes may\nbe paid in any other form that is consistent with applicable laws, regulations\nand rules.\n\n     ARTICLE 7.     AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.\n\n     7.1    ANNUAL GRANTS.  Upon the conclusion of each regular annual meeting\nof the Company's stockholders held in the year 2000 or thereafter, each Outside\nDirector who will continue serving as a member of the Board thereafter shall\nreceive an NSO covering 5,000 Common Shares (subject to adjustment under Article\n11).  NSOs granted under this Section 7.1 shall be fully vested on the date of\ngrant.\n\n     7.2    EXERCISE PRICE.  The Exercise Price under all NSOs granted to an\nOutside Director under this Article 7 shall be equal to 100% of the Fair Market\nValue of a Common Share on the date of grant, payable in one of the forms\ndescribed in Sections 6.1, 6.2, 6.3 and 6.4.\n\n     7.3    TERM.  All NSOs granted to an Outside Director under this Article 7\nshall terminate on the earlier of (a) the 10th anniversary of the date of grant,\nor (b) the date 12 months after the termination of such Outside Director's\nservice for any reason.\n\n     7.4    AFFILIATES OF OUTSIDE DIRECTORS.  The Committee may provide that\nthe NSOs that otherwise would be granted to an Outside Director under this\nArticle 7 shall instead be granted to an affiliate of such Outside Director.\nSuch affiliate shall then be deemed to be an Outside Director for purposes of\nthe Plan, provided that the service-related vesting and termination provisions\npertaining to the NSOs shall be applied with regard to the service of the\nOutside Director.\n\n     ARTICLE 8.     STOCK APPRECIATION RIGHTS.\n\n     8.1    SAR AGREEMENT.  Each grant of an SAR under the Plan shall be\nevidenced by an SAR Agreement between the Optionee and the Company.  Such SAR\nshall be subject to all applicable terms of the Plan and may be subject to any\nother terms that are not inconsistent with the Plan.  The provisions of the\nvarious SAR Agreements entered into under the Plan need not be identical.  SARs\nmay be granted in consideration of a reduction in the Optionee's other\ncompensation.\n\n     8.2    NUMBER OF SHARES.  Each SAR Agreement shall specify the number of \nCommon Shares to which the SAR pertains and shall provide for the adjustment \nof such number in accordance with Article 11.  SARs granted to any Optionee \nin a single calendar year shall in no event pertain to more than 750,000 \nCommon Shares, except that SARs granted to a new Employee in the fiscal year \nof the Company in which his or her service as an Employee first \n\n\n\n\n                                        5\n\n\ncommences shall not pertain to more than 1,500,000 Common Shares.  The \nlimitations set forth in the preceding sentence shall be subject to \nadjustment in accordance with Article 11.\n\n     8.3    EXERCISE PRICE.  Each SAR Agreement shall specify the Exercise\nPrice.  An SAR Agreement may specify an Exercise Price that varies in accordance\nwith a predetermined formula while the SAR is outstanding.\n\n     8.4    EXERCISABILITY AND TERM.  Each SAR Agreement shall specify the date\nwhen all or any installment of the SAR is to become exercisable.  The SAR\nAgreement shall also specify the term of the SAR.  An SAR Agreement may provide\nfor accelerated exercisability in the event of the Optionee's death, disability\nor retirement or other events and may provide for expiration prior to the end of\nits term in the event of the termination of the Optionee's service.  SARs may be\nawarded in combination with Options, and such an Award may provide that the SARs\nwill not be exercisable unless the related Options are forfeited.  An SAR may be\nincluded in an ISO only at the time of grant but may be included in an NSO at\nthe time of grant or thereafter.  An SAR granted under the Plan may provide that\nit will be exercisable only in the event of a Change in Control.\n\n     8.5    EFFECT OF CHANGE IN CONTROL.  The Committee or the Board may\ndetermine, at the time of granting an SAR or thereafter, that such SAR shall\nbecome partially or fully exercisable as to all Common Shares subject to such\nSAR in the event that a Change in Control occurs with respect to the Company.\n\n     8.6    EXERCISE OF SARS.  Upon exercise of an SAR, the Optionee (or any\nperson having the right to exercise the SAR after his or her death) shall\nreceive from the Company (a) Common Shares, (b) cash or (c) a combination of\nCommon Shares and cash, as the Committee shall determine.  The amount of cash\nand\/or the Fair Market Value of Common Shares received upon exercise of SARs\nshall, in the aggregate, be equal to the amount by which the Fair Market Value\n(on the date of surrender) of the Common Shares subject to the SARs exceeds the\nExercise Price.  If, on the date when an SAR expires, the Exercise Price under\nsuch SAR is less than the Fair Market Value on such date but any portion of such\nSAR has not been exercised or surrendered, then such SAR shall automatically be\ndeemed to be exercised as of such date with respect to such portion.\n\n     8.7    MODIFICATION OR ASSUMPTION OF SARS.  Within the limitations of the\nPlan, the Committee may modify, extend or assume outstanding SARs or may accept\nthe cancellation of outstanding SARs (whether granted by the Company or by\nanother issuer) in return for the grant of new SARs for the same or a different\nnumber of shares and at the same or a different exercise price.  The foregoing\nnotwithstanding, no modification of an SAR shall, without the consent of the\nOptionee, alter or impair his or her rights or obligations under such SAR.\n\n     ARTICLE 9.     RESTRICTED SHARES.\n\n     9.1    RESTRICTED STOCK AGREEMENT.  Each grant of Restricted Shares under\nthe Plan shall be evidenced by a Restricted Stock Agreement between the\nrecipient and the Company.  Such Restricted Shares shall be subject to all\napplicable terms of the Plan and may be subject to \n\n\n\n                                    6\n\n\nany other terms that are not inconsistent with the Plan.  The provisions of \nthe various Restricted Stock Agreements entered into under the Plan need not \nbe identical.\n\n     9.2    PAYMENT FOR AWARDS.  Subject to the following sentence, Restricted\nShares may be sold or awarded under the Plan for such consideration as the\nCommittee may determine, including (without limitation) cash, cash equivalents,\nfull-recourse promissory notes, past services and future services.  To the\nextent that an Award consists of newly issued Restricted Shares, the\nconsideration shall consist exclusively of cash, cash equivalents or past\nservices rendered to the Company (or a Parent or Subsidiary) or, for the amount\nin excess of the par value of such newly issued Restricted Shares, full-recourse\npromissory notes, as the Committee may determine.\n\n     9.3    VESTING CONDITIONS.  Each Award of Restricted Shares may or may not\nbe subject to vesting.  Vesting shall occur, in full or in installments, upon\nsatisfaction of the conditions specified in the Restricted Stock Agreement.  A\nRestricted Stock Agreement may provide for accelerated vesting in the event of\nthe Participant's death, disability or retirement or other events.  The\nCommittee or the Board may determine, at the time of granting Restricted Shares\nor thereafter, that all or part of such Restricted Shares shall become vested in\nthe event that a Change in Control occurs with respect to the Company.\n\n     9.4    VOTING AND DIVIDEND RIGHTS.  The holders of Restricted Shares\nawarded under the Plan shall have the same voting, dividend and other rights as\nthe Company's other stockholders.  A Restricted Stock Agreement, however, may\nrequire that the holders of Restricted Shares invest any cash dividends received\nin additional Restricted Shares.  Such additional Restricted Shares shall be\nsubject to the same conditions and restrictions as the Award with respect to\nwhich the dividends were paid.\n\n     ARTICLE 10.    STOCK UNITS.\n\n     10.1   STOCK UNIT AGREEMENT.  Each grant of Stock Units under the Plan\nshall be evidenced by a Stock Unit Agreement between the recipient and the\nCompany.  Such Stock Units shall be subject to all applicable terms of the Plan\nand may be subject to any other terms that are not inconsistent with the Plan.\nThe provisions of the various Stock Unit Agreements entered into under the Plan\nneed not be identical.  Stock Units may be granted in consideration of a\nreduction in the recipient's other compensation.\n\n     10.2   PAYMENT FOR AWARDS.  To the extent that an Award is granted in the\nform of Stock Units, no cash consideration shall be required of the Award\nrecipients.\n\n     10.3   VESTING CONDITIONS.  Each Award of Stock Units may or may not be\nsubject to vesting.  Vesting shall occur, in full or in installments, upon\nsatisfaction of the conditions specified in the Stock Unit Agreement.  A Stock\nUnit Agreement may provide for accelerated vesting in the event of the\nParticipant's death, disability or retirement or other events.  The Committee or\nthe Board may determine, at the time of granting Stock Units or thereafter, that\nall or part of such Stock Units shall become vested in the event that a Change\nin Control occurs with respect to the Company.\n\n                                      7\n\n\n\n     10.4   VOTING AND DIVIDEND RIGHTS.  The holders of Stock Units shall have\nno voting rights.  Prior to settlement or forfeiture, any Stock Unit awarded\nunder the Plan may, at the Committee's discretion, carry with it a right to\ndividend equivalents.  Such right entitles the holder to be credited with an\namount equal to all cash dividends paid on one Common Share while the Stock Unit\nis outstanding.  Dividend equivalents may be converted into additional Stock\nUnits.  Settlement of dividend equivalents may be made in the form of cash, in\nthe form of Common Shares, or in a combination of both.  Prior to distribution,\nany dividend equivalents which are not paid shall be subject to the same\nconditions and restrictions as the Stock Units to which they attach.\n\n     10.5   FORM AND TIME OF SETTLEMENT OF STOCK UNITS.  Settlement of vested\nStock Units may be made in the form of (d) cash, (e) Common Shares or (f) any\ncombination of both, as determined by the Committee.  The actual number of Stock\nUnits eligible for settlement may be larger or smaller than the number included\nin the original Award, based on predetermined performance factors.  Methods of\nconverting Stock Units into cash may include (without limitation) a method based\non the average Fair Market Value of Common Shares over a series of trading days.\nVested Stock Units may be settled in a lump sum or in installments.  The\ndistribution may occur or commence when all vesting conditions applicable to the\nStock Units have been satisfied or have lapsed, or it may be deferred to any\nlater date.  The amount of a deferred distribution may be increased by an\ninterest factor or by dividend equivalents.  Until an Award of Stock Units is\nsettled, the number of such Stock Units shall be subject to adjustment pursuant\nto Article 11.\n\n     10.6   DEATH OF RECIPIENT.  Any Stock Units Award that becomes payable\nafter the recipient's death shall be distributed to the recipient's beneficiary\nor beneficiaries.  Each recipient of a Stock Units Award under the Plan shall\ndesignate one or more beneficiaries for this purpose by filing the prescribed\nform with the Company.  A beneficiary designation may be changed by filing the\nprescribed form with the Company at any time before the Award recipient's death.\nIf no beneficiary was designated or if no designated beneficiary survives the\nAward recipient, then any Stock Units Award that becomes payable after the\nrecipient's death shall be distributed to the recipient's estate.\n\n     10.7   CREDITORS' RIGHTS.  A holder of Stock Units shall have no rights\nother than those of a general creditor of the Company.  Stock Units represent an\nunfunded and unsecured obligation of the Company, subject to the terms and\nconditions of the applicable Stock Unit Agreement.\n\n     ARTICLE 11.    PROTECTION AGAINST DILUTION.\n\n     11.1   ADJUSTMENTS.  In the event of a subdivision of the outstanding\nCommon Shares, a declaration of a dividend payable in Common Shares, a\ndeclaration of a dividend payable in a form other than Common Shares in an\namount that has a material effect on the price of Common Shares, a combination\nor consolidation of the outstanding Common Shares (by reclassification or\notherwise) into a lesser number of Common Shares, a recapitalization, a spin-off\nor a similar occurrence, the Committee shall make such adjustments as it, in its\nsole discretion, deems appropriate in one or more of:\n\n                                      8\n\n\n\n               (a)  The number of Options, SARs, Restricted Shares and Stock\nUnits available for future Awards under Article 3;\n\n               (b)  The limitations set forth in Sections 5.2 and 8.2;\n\n               (c)  The number of NSOs to be granted to Outside Directors under\nArticle 7;\n\n               (d)  The number of Common Shares covered by each outstanding\nOption and SAR;\n\n               (e)  The Exercise Price under each outstanding Option and SAR; or\n\n               (f)  The number of Stock Units included in any prior Award which\nhas not yet been settled.\n\nExcept as provided in this Article 11, a Participant shall have no rights by\nreason of any issue by the Company of stock of any class or securities\nconvertible into stock of any class, any subdivision or consolidation of shares\nof stock of any class, the payment of any stock dividend or any other increase\nor decrease in the number of shares of stock of any class.\n\n     11.2   DISSOLUTION OR LIQUIDATION.  To the extent not previously exercised\nor settled, Options, SARs and Stock Units shall terminate immediately prior to\nthe dissolution or liquidation of the Company.\n\n     11.3   REORGANIZATIONS.  In the event that the Company is a party to a\nmerger or other reorganization, outstanding Awards shall be subject to the\nagreement of merger or reorganization.  Such agreement shall provide for (a) the\ncontinuation of the outstanding Awards by the Company, if the Company is a\nsurviving corporation, (b) the assumption of the outstanding Awards by the\nsurviving corporation or its parent or subsidiary, (c) the substitution by the\nsurviving corporation or its parent or subsidiary of its own awards for the\noutstanding Awards, (d) accelerated exercisability or vesting and accelerated\nexpiration of the outstanding Awards, (e) settlement of the full value of the\noutstanding Awards in cash or cash equivalents followed by cancellation of such\nAwards or (f) cancellation of such Awards.\n\n     ARTICLE 12.    DEFERRAL OF AWARDS.\n\n            The Committee (in its sole discretion) may permit or require a\nParticipant to:\n\n               (a)  Have cash that otherwise would be paid to such Participant\nas a result of the exercise of an SAR or the settlement of Stock Units credited\nto a deferred compensation account established for such Participant by the\nCommittee as an entry on the Company's books;\n\n               (b)  Have Common Shares that otherwise would be delivered to such\nParticipant as a result of the exercise of an Option or SAR converted into an\nequal number of Stock Units; or\n\n                                      9\n\n\n\n               (c)  Have Common Shares that otherwise would be delivered to such\nParticipant as a result of the exercise of an Option or SAR or the settlement of\nStock Units converted into amounts credited to a deferred compensation account\nestablished for such Participant by the Committee as an entry on the Company's\nbooks.  Such amounts shall be determined by reference to the Fair Market Value\nof such Common Shares as of the date when they otherwise would have been\ndelivered to such Participant.\n\nA deferred compensation account established under this Article 12 may be\ncredited with interest or other forms of investment return, as determined by the\nCommittee.  A Participant for whom such an account is established shall have no\nrights other than those of a general creditor of the Company.  Such an account\nshall represent an unfunded and unsecured obligation of the Company and shall be\nsubject to the terms and conditions of the applicable agreement between such\nParticipant and the Company.  If the deferral or conversion of Awards is\npermitted or required, the Committee (in its sole discretion) may establish\nrules, procedures and forms pertaining to such Awards, including (without\nlimitation) the settlement of deferred compensation accounts established under\nthis Article 12.\n\n     ARTICLE 13.    AWARDS UNDER OTHER PLANS.\n\n            The Company may grant awards under other plans or programs.  Such\nawards may be settled in the form of Common Shares issued under this Plan.  Such\nCommon Shares shall be treated for all purposes under the Plan like Common\nShares issued in settlement of Stock Units and shall, when issued, reduce the\nnumber of Common Shares available under Article 3.\n\n     ARTICLE 14.    PAYMENT OF DIRECTOR'S FEES IN SECURITIES.\n\n     14.1   EFFECTIVE DATE.  No provision of this Article 14 shall be effective\nunless and until the Board has determined to implement such provision.\n\n     14.2   ELECTIONS TO RECEIVE NSOS, RESTRICTED SHARES OR STOCK UNITS.  An\nOutside Director may elect to receive his or her annual retainer payments and\/or\nmeeting fees from the Company in the form of cash, NSOs, Restricted Shares or\nStock Units, or a combination thereof, as determined by the Board.  Such NSOs,\nRestricted Shares and Stock Units shall be issued under the Plan.  An election\nunder this Article 14 shall be filed with the Company on the prescribed form.\n\n     14.3   NUMBER AND TERMS OF NSOS, RESTRICTED SHARES OR STOCK UNITS.  The\nnumber of NSOs, Restricted Shares or Stock Units to be granted to Outside\nDirectors in lieu of annual retainers and meeting fees that would otherwise be\npaid in cash shall be calculated in a manner determined by the Board.  The terms\nof such NSOs, Restricted Shares or Stock Units shall also be determined by the\nBoard.\n\n                                     10\n\n\n\n     ARTICLE 15.    LIMITATION ON RIGHTS.\n\n     15.1   RETENTION RIGHTS.  Neither the Plan nor any Award granted under the\nPlan shall be deemed to give any individual a right to remain an Employee,\nOutside Director or Consultant.  The Company and its Parents, Subsidiaries and\nAffiliates reserve the right to terminate the service of any Employee, Outside\nDirector or Consultant at any time, with or without cause, subject to applicable\nlaws, the Company's certificate of incorporation and by-laws and a written\nemployment agreement (if any).\n\n     15.2   STOCKHOLDERS' RIGHTS.  A Participant shall have no dividend rights,\nvoting rights or other rights as a stockholder with respect to any Common Shares\ncovered by his or her Award prior to the time when a stock certificate for such\nCommon Shares is issued or, if applicable, the time when he or she becomes\nentitled to receive such Common Shares by filing any required notice of exercise\nand paying any required Exercise Price.  No adjustment shall be made for cash\ndividends or other rights for which the record date is prior to such time,\nexcept as expressly provided in the Plan.\n\n     15.3   REGULATORY REQUIREMENTS.  Any other provision of the Plan\nnotwithstanding, the obligation of the Company to issue Common Shares under the\nPlan shall be subject to all applicable laws, rules and regulations and such\napproval by any regulatory body as may be required.  The Company reserves the\nright to restrict, in whole or in part, the delivery of Common Shares pursuant\nto any Award prior to the satisfaction of all legal requirements relating to the\nissuance of such Common Shares, to their registration, qualification or listing\nor to an exemption from registration, qualification or listing.\n\n     ARTICLE 16.    WITHHOLDING TAXES.\n\n     16.1   GENERAL.  To the extent required by applicable federal, state,\nlocal or foreign law, a Participant or his or her successor shall make\narrangements satisfactory to the Company for the satisfaction of any withholding\ntax obligations that arise in connection with the Plan.  The Company shall not\nbe required to issue any Common Shares or make any cash payment under the Plan\nuntil such obligations are satisfied.\n\n     16.2   SHARE WITHHOLDING.  The Committee may permit a Participant to\nsatisfy all or part of his or her withholding or income tax obligations by\nhaving the Company withhold all or a portion of any Common Shares that otherwise\nwould be issued to him or her or by surrendering all or a portion of any Common\nShares that he or she previously acquired.  Such Common Shares shall be valued\nat their Fair Market Value on the date when they are withheld or surrendered.\n\n     ARTICLE 17.    FUTURE OF THE PLAN.\n\n     17.1   TERM OF THE PLAN.  The Plan, as set forth herein, shall become\neffective on the effective date of the Company's initial public offering of its\nCommon Shares.  The Plan shall remain in effect until it is terminated under\nSection 17.2, except that no ISOs shall be granted on or after the\n10th anniversary of the later of (a) the date when the Board adopted the Plan or\n(b) the date when the Board adopted the most recent increase in the number of\nCommon Shares available under Article 3 which was approved by the Company's\nstockholders.\n\n                                     11\n\n\n\n     17.2   AMENDMENT OR TERMINATION.  The Board may, at any time and for any\nreason, amend or terminate the Plan.  An amendment of the Plan shall be subject\nto the approval of the Company's stockholders only to the extent required by\napplicable laws, regulations or rules.  No Awards shall be granted under the\nPlan after the termination thereof.  The termination of the Plan, or any\namendment thereof, shall not affect any Award previously granted under the Plan.\n\n     ARTICLE 18.    LIMITATION ON PAYMENTS.\n\n     18.1   SCOPE OF LIMITATION.  This Article 18 shall apply to an Award only\nif:\n\n               (a)  The independent auditors most recently selected by the Board\n(the 'Auditors') determine that the after-tax value of such Award to the\nParticipant, taking into account the effect of all federal, state and local\nincome taxes, employment taxes and excise taxes applicable to the Participant\n(including the excise tax under section 4999 of the Code), will be greater after\nthe application of this Article 18 than it was before the application of this\nArticle 18; or\n\n               (b)  The Committee, at the time of making an Award under the Plan\nor at any time thereafter, specifies in writing that such Award shall be subject\nto this Article 18 (regardless of the after-tax value of such Award to the\nParticipant).\n\n            If this Article 18 applies to an Award, it shall supersede any\ncontrary provision of the Plan or of any Award granted under the Plan.\n\n     18.2   BASIC RULE.  In the event that the Auditors determine that any\npayment or transfer by the Company under the Plan to or for the benefit of a\nParticipant (a 'Payment') would be nondeductible by the Company for federal\nincome tax purposes because of the provisions concerning 'excess parachute\npayments' in section 280G of the Code, then the aggregate present value of all\nPayments shall be reduced (but not below zero) to the Reduced Amount.  For\npurposes of this Article 18, the 'Reduced Amount' shall be the amount, expressed\nas a present value, which maximizes the aggregate present value of the Payments\nwithout causing any Payment to be nondeductible by the Company because of\nsection 280G of the Code.\n\n     18.3   REDUCTION OF PAYMENTS.  If the Auditors determine that any Payment\nwould be nondeductible by the Company because of section 280G of the Code, then\nthe Company shall promptly give the Participant notice to that effect and a copy\nof the detailed calculation thereof and of the Reduced Amount, and the\nParticipant may then elect, in his or her sole discretion, which and how much of\nthe Payments shall be eliminated or reduced (as long as after such election the\naggregate present value of the Payments equals the Reduced Amount) and shall\nadvise the Company in writing of his or her election within 10 days of receipt\nof notice.  If no such election is made by the Participant within such 10-day\nperiod, then the Company may elect which and how much of the Payments shall be\neliminated or reduced (as long as after such election the aggregate present\nvalue of the Payments equals the Reduced Amount) and shall notify the\nParticipant promptly of such election.  For purposes of this Article 18, present\nvalue shall be determined in accordance with section 280G(d)(4) of the Code.\nAll determinations \n\n                                     12\n\n\n\nmade by the Auditors under this Article 18 shall be binding upon the Company \nand the Participant and shall be made within 60 days of the date when a \nPayment becomes payable or transferable.  As promptly as practicable \nfollowing such determination and the elections hereunder, the Company shall \npay or transfer to or for the benefit of the Participant such amounts as are \nthen due to him or her under the Plan and shall promptly pay or transfer to \nor for the benefit of the Participant in the future such amounts as become \ndue to him or her under the Plan.\n\n     18.4   OVERPAYMENTS AND UNDERPAYMENTS.  As a result of uncertainty in the\napplication of section 280G of the Code at the time of an initial determination\nby the Auditors hereunder, it is possible that Payments will have been made by\nthe Company which should not have been made (an 'Overpayment') or that\nadditional Payments which will not have been made by the Company could have been\nmade (an 'Underpayment'), consistent in each case with the calculation of the\nReduced Amount hereunder.  In the event that the Auditors, based upon the\nassertion of a deficiency by the Internal Revenue Service against the Company or\nthe Participant which the Auditors believe has a high probability of success,\ndetermine that an Overpayment has been made, such Overpayment shall be treated\nfor all purposes as a loan to the Participant which he or she shall repay to the\nCompany, together with interest at the applicable federal rate provided in\nsection 7872(f)(2) of the Code; provided, however, that no amount shall be\npayable by the Participant to the Company if and to the extent that such payment\nwould not reduce the amount which is subject to taxation under section 4999 of\nthe Code.  In the event that the Auditors determine that an Underpayment has\noccurred, such Underpayment shall promptly be paid or transferred by the Company\nto or for the benefit of the Participant, together with interest at the\napplicable federal rate provided in section 7872(f)(2) of the Code.\n\n     18.5   RELATED CORPORATIONS.  For purposes of this Article 18, the term\n'Company' shall include affiliated corporations to the extent determined by the\nAuditors in accordance with section 280G(d)(5) of the Code.\n\n     ARTICLE 19.    DEFINITIONS.\n\n     19.1   'AFFILIATE' means any entity other than a Subsidiary, if the\nCompany and\/or one or more Subsidiaries own not less than 50% of such entity.\n\n     19.2   'AWARD' means any award of an Option, an SAR, a Restricted Share or\na Stock Unit under the Plan.\n\n     19.3   'BOARD' means the Company's Board of Directors, as constituted from\ntime to time.\n\n     19.4   'CHANGE IN CONTROL' shall mean:\n\n                    (a)  The consummation of a merger or consolidation of the \n     Company with or into another entity or any other corporate reorganization, \n     if persons who were not stockholders of the Company immediately prior to \n     such merger, consolidation or other reorganization own immediately after \n     such merger, consolidation or other reorganization 50% or more of the \n     voting power of the\n\n                                     13\n\n\n\n     outstanding securities of each of (i) the continuing or surviving entity \n     and (ii) any direct or indirect parent corporation of such continuing or \n     surviving entity;\n\n                    (b)  The sale, transfer or other disposition of all or \n     substantially all of the Company's assets;\n\n                    (c)  A change in the composition of the Board, as a result \n     of which fewer than 50% of the incumbent directors are directors who \n     either (i) had been directors of the Company on the date 24 months prior \n     to the date of the event that may constitute a Change in Control (the \n     'original directors') or (ii) were elected, or nominated for election, to \n     the Board with the affirmative votes of at least a majority of the \n     aggregate of the original directors who were still in office at the time \n     of the election or nomination and the directors whose election or \n     nomination was previously so approved; or\n\n                    (d)  Any transaction as a result of which any person is \n     the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), \n     directly or indirectly, of securities of the Company representing at least \n     50% of the total voting power represented by the Company's then \n     outstanding voting securities.  For purposes of this Paragraph (d), the \n     term 'person' shall have the same meaning as when used in sections 13(d) \n     and 14(d) of the Exchange Act but shall exclude (i) a trustee or other \n     fiduciary holding securities under an employee benefit plan of the Company \n     or of a Parent or Subsidiary and (ii) a corporation owned directly or \n     indirectly by the stockholders of the Company in substantially the same \n     proportions as their ownership of the common stock of the Company.\n\n     A transaction shall not constitute a Change in Control if its sole purpose \n     is to change the state of the Company's incorporation or to create a \n     holding company that will be owned in substantially the same proportions \n     by the persons who held the Company's securities immediately before such \n     transaction.  A transaction in itself shall not necessarily constitute a \n     Change in Control if as a result of the transaction the percentage of \n     ownership of the Company by Oracle Corporation is reduced to below 50% of \n     the total voting power represented by the Company's then outstanding \n     voting securities and\/or Oracle Corporation's percentage of ownership of \n     the Company is later increased to at least 50% of the total voting power \n     represented by the Company's then outstanding voting securities.\n\n     19.5   'CODE' means the Internal Revenue Code of 1986, as amended.\n\n     19.6   'COMMITTEE' means a committee of the Board, as described in\nArticle 2.\n\n     19.7   'COMMON SHARE' means one share of the common stock of the Company.\n\n     19.8   'COMPANY' means Liberate Technologies, a Delaware corporation.\n\n     19.9   'CONSULTANT' means a consultant or adviser who provides bona fide\nservices to the Company, a Parent, a Subsidiary or an Affiliate as an\nindependent contractor.  Service as a Consultant shall be considered employment\nfor all purposes of the Plan, except as provided in Section 4.1.\n\n                                     14\n\n\n\n     19.10  'EMPLOYEE' means a common-law employee of the Company, a Parent, a\nSubsidiary or an Affiliate.\n\n     19.11  'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\namended.\n\n     19.12  'EXERCISE PRICE,' in the case of an Option, means the amount for\nwhich one Common Share may be purchased upon exercise of such Option, as\nspecified in the applicable Stock Option Agreement.  'Exercise Price,' in the\ncase of an SAR, means an amount, as specified in the applicable SAR Agreement,\nwhich is subtracted from the Fair Market Value of one Common Share in\ndetermining the amount payable upon exercise of such SAR.\n\n     19.13  'FAIR MARKET VALUE' means the market price of Common Shares,\ndetermined by the Committee in good faith on such basis as it deems appropriate.\nWhenever possible, the determination of Fair Market Value by the Committee shall\nbe based on the prices reported in THE WALL STREET JOURNAL.  Such determination\nshall be conclusive and binding on all persons.\n\n     19.14  'ISO' means an incentive stock option described in section 422(b)\nof the Code.\n\n     19.15  'NSO' means a stock option not described in sections 422 or 423 of\nthe Code.\n\n     19.16  'OPTION' means an ISO or NSO granted under the Plan and entitling\nthe holder to purchase Common Shares.\n\n     19.17  'OPTIONEE' means an individual or estate who holds an Option or\nSAR.\n\n     19.18  'OUTSIDE DIRECTOR' shall mean a member of the Board who is not an\nEmployee.  Service as an Outside Director shall be considered employment for all\npurposes of the Plan, except as provided in Section 4.1.\n\n     19.19  'PARENT' means any corporation (other than the Company) in an\nunbroken chain of corporations ending with the Company, if each of the\ncorporations other than the Company owns stock possessing 50% or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in such chain.  A corporation that attains the status of a Parent\non a date after the adoption of the Plan shall be considered a Parent commencing\nas of such date.\n\n     19.20  'PARTICIPANT' means an individual or estate who holds an Award.\n\n     19.21  'PLAN' means this Liberate Technologies 1999 Equity Incentive Plan,\nas amended from time to time.\n\n     19.22  'RESTRICTED SHARE' means a Common Share awarded under the Plan.\n\n     19.23  'RESTRICTED STOCK AGREEMENT' means the agreement between the\nCompany and the recipient of a Restricted Share which contains the terms,\nconditions and restrictions pertaining to such Restricted Share.\n\n     19.24  'SAR' means a stock appreciation right granted under the Plan.\n\n                                     15\n\n\n\n     19.25  'SAR AGREEMENT' means the agreement between the Company and an\nOptionee which contains the terms, conditions and restrictions pertaining to his\nor her SAR.\n\n     19.26  'STOCK OPTION AGREEMENT' means the agreement between the Company\nand an Optionee that contains the terms, conditions and restrictions pertaining\nto his or her Option.\n\n     19.27  'STOCK UNIT' means a bookkeeping entry representing the equivalent\nof one Common Share, as awarded under the Plan.\n\n     19.28  'STOCK UNIT AGREEMENT' means the agreement between the Company and\nthe recipient of a Stock Unit which contains the terms, conditions and\nrestrictions pertaining to such Stock Unit.\n\n     19.29  'SUBSIDIARY' means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company, if each of the\ncorporations other than the last corporation in the unbroken chain owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.  A corporation that\nattains the status of a Subsidiary on a date after the adoption of the Plan\nshall be considered a Subsidiary commencing as of such date.\n\n                                     16\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9546],"class_list":["post-38347","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38347","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=38347"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38347"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38347"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38347"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}