Entrada Networks SB2 Registration of securities for small business issuer | ESAN 26 Nov 04

Exhibit 10.45

ENTRADA NETWORKS, INC.

2000 STOCK INCENTIVE PLAN

ARTICLE ONE

GENERAL PROVISIONS

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I. PURPOSE OF THE PLAN

This 2000 Stock Incentive Plan is intended to promote the

interests of Entrada Networks, Inc., a Delaware corporation, by providing

eligible persons in the Corporation's service with the opportunity to acquire a

proprietary interest, or otherwise increase their proprietary interest, in the

Corporation as an incentive for them to remain in such service.

Capitalized terms shall have the meanings assigned to such

terms in the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into four separate equity incentives programs:

(i) the Discretionary Option Grant Program under which eligible persons

may, at the discretion of the Plan Administrator, be granted options to purchase

shares of Common Stock,

(ii) the Salary Investment Option Grant Program under which eligible

employees may elect to have a portion of their base salary invested each year in

special option grants,

(iii) the Stock Issuance Program under which eligible persons may, at the

discretion of the Plan Administrator, be issued shares of Common Stock directly,

either through the immediate purchase of such shares or as a bonus for services

rendered the Corporation (or any Parent or Subsidiary), and

(iv) the Automatic Option Grant Program under which eligible non-employee

Board members shall automatically receive option grants at designated intervals

over their period of continued Board service.

B. The provisions of Articles One and Six shall apply to all equity programs

under the Plan and shall govern the interests of all persons under the Plan.

III. ADMINISTRATION OF THE PLAN

A. The Primary Committee shall have sole and exclusive authority to administer

the Discretionary Option Grant and Stock Issuance Programs with respect to

Section 16 Insiders. Administration of the Discretionary Option Grant and Stock

Issuance Programs with respect to all other persons eligible to participate in

those programs may, at the Boards discretion, be vested in the Primary Committee

or a Secondary Committee, or the Board may retain the power to administer those

programs with respect to all such persons. However, any discretionary option

grants or stock issuances for members of the Primary Committee must be

authorized by a disinterested majority of the Board.

B. Members of the Primary Committee or any Secondary Committee shall serve for

such period of time as the Board may determine and may be removed by the Board

at any time. The Board may also at any time terminate the functions of any

Secondary Committee and reassume all powers and authority previously delegated

to such committee.

C. Each Plan Administrator shall, within the scope of its administrative

functions under the Plan, have full power and authority (subject to the

provisions of the Plan) to establish such rules and regulations as it may deem

appropriate for proper administration of the Discretionary Option Grant and

Stock Issuance Programs and to make such determinations under, and issue such

interpretations of, the provisions of those programs and any outstanding options

or stock issuances thereunder as it may deem necessary or advisable. Decisions

of the Plan Administrator within the scope of its administrative functions under

the Plan shall be final and binding on all parties who have an interest in the

Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or

any stock option or stock issuance thereunder.

D. The Primary Committee shall have the sole and exclusive authority to

determine which Section 16 Insiders and other highly compensated Employees shall

be eligible for participation in the Salary Investment Option Grant Program for

one or more calendar years. However, all option grants under the Salary

Investment Option Grant Program shall be made in accordance with the express

terms of that program, and the Primary Committee shall not exercise any

discretionary functions with respect to the option grants made under that

program.

E. Service on the Primary Committee or the Secondary Committee shall constitute

service as a Board member, and members of each such committee shall accordingly

be entitled to full indemnification and reimbursement as Board members for their

service on such committee. No member of the Primary Committee or the Secondary

Committee shall be liable for any act or omission made in good faith with

respect to the Plan or any option grants or stock issuances under the Plan.

F. Administration of the Automatic Option Grant Program shall be self-executing

in accordance with the terms of those programs, and no Plan Administrator shall

exercise any discretionary functions with respect to any option grants or stock

issuances made under that program.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary Option Grant

and Stock Issuance Programs are as follows:

(i) Employees,

(ii) non-employee members of the Board or the board of directors of any

Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide services to

the Corporation (or any Parent or Subsidiary).

B. Only Employees who are Section 16 Insiders or other highly compensated

individuals shall be eligible to participate in the Salary Investment Option

Grant Program.

C. Each Plan Administrator shall, within the scope of its administrative

jurisdiction under the Plan, have full authority to determine, (i) with respect

to the option grants under the Discretionary Option Grant Program, which

eligible persons are to receive such grants, the time or times when those grants

are to be made, the number of shares to be covered by each such grant, the

status of the granted option as either an Incentive Option or a Non-Statutory

Option, the time or times when each option is to become exercisable, the vesting

schedule (if any) applicable to the option shares and the maximum term for which

the option is to remain outstanding and (ii) with respect to stock issuances

under the Stock Issuance Program, which eligible persons are to receive such

issuances, the time or times when the issuances are to be made, the number of

shares to be issued to each Participant, the vesting schedule (if any)

applicable to the issued shares and the consideration for such shares.

D. The Plan Administrator shall have the absolute discretion either to grant

options in accordance with the Discretionary Option Grant Program or to effect

stock issuances in accordance with the Stock Issuance Program.

E. The individuals who shall be eligible to participate in the Automatic Option

Grant Program shall be limited to (i) those individuals who first become

non-employee Board members on or after August 31, 2000, whether through

appointment by the Board or election by the Corporations shareholders, and (ii)

those individuals who continue to serve as non-employee Board members at one or

more Annual Shareholders Meetings held after August 31, 2000. A non-employee

Board member who has previously been in the employ of the Corporation (or any

Parent or Subsidiary) shall not be eligible to receive an option grant under the

Automatic Option Grant Program at the time he or she first becomes a

non-employee Board member, but shall be eligible to receive periodic option

grants under the Automatic Option Grant Program while he or she continues to

serve as a non-employee Board member.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized but unissued

or reacquired Common Stock, including shares repurchased by the Corporation on

the open market. The number of shares of Common Stock initially reserved for

issuance over the term of the Plan shall not exceed 4,000,000 shares. Such

reserve be approved by the Corporations shareholders.

B. The number of shares of Common Stock available for issuance under the Plan

shall automatically increase on the first trading day of January each calendar

year during the term of the Plan, beginning with calendar year 2002, by an

amount equal to five percent (5%) of the total number of shares of Common Stock

outstanding on the last trading day in December of the immediately preceding

calendar year, but in no event shall any such annual increase exceed 650,000.

C. No one person participating in the Plan may receive stock options, separately

exercisable stock appreciation rights and direct stock issuances for more than

1,000,000 shares of Common Stock in the aggregate per calendar year.

D. Shares of Common Stock subject to outstanding shall be available for

subsequent issuance under the Plan to the extent (i) those options expire or

terminate for any reason prior to exercise in full or (ii) the options are

canceled in accordance with the cancellation provisions of Article Two. Unvested

shares issued under the Plan and subsequently canceled or repurchased by the

Corporation, at the original issue price paid per share, pursuant to the

Corporation's repurchase rights under the Plan shall be added back to the number

of shares of Common Stock reserved for issuance under the Plan and shall

accordingly be available for reissuance through one or more subsequent option

grants or direct stock issuances under the Plan. However, should the exercise

price of an option under the Plan be paid with shares of Common Stock or should

shares of Common Stock otherwise issuable under the Plan be withheld by the

Corporation in satisfaction of the withholding taxes incurred in connection with

the exercise of an option or the vesting of a stock issuance under the Plan,

then the number of shares of Common Stock available for issuance under the Plan

shall be reduced by the gross number of shares for which the option is exercised

or which vest under the stock issuance, and not by the net number of shares of

Common Stock issued to the holder of such option or stock issuance. Shares of

Common Stock underlying one or more stock appreciation rights exercised under

Section IV of Article Two, Section III of Article Three or Section II of Article

Five of the Plan shall not be available for subsequent issuance under the Plan.

E. If any change is made to the Common Stock by reason of any stock split,

stock dividend, recapitalization, combination of shares, exchange of shares or

other change affecting the outstanding Common Stock as a class without the

Corporation's receipt of consideration, appropriate adjustments shall be made by

the Plan Administrator to (i) the maximum number and/or class of securities

issuable under the Plan, (ii) the maximum number and/or class of securities for

which any one person may be granted stock options, separately exercisable stock

appreciation rights and direct stock issuances under the Plan per calendar year,

(iii) the number and/or class of securities for which grants are subsequently to

be made under the Automatic Option Grant Program to new and continuing

non-employee Board members, (iv) the number and/or class of securities and the

exercise price per share in effect under each outstanding option under the Plan,

(v) the number and/or class of securities and exercise price per share in effect

under each outstanding option transferred to this Plan from the Predecessor Plan

and (vi) the maximum number and/or class of securities by which the share

reserve is to increase automatically each calendar year pursuant to the

provisions of Section V.B of this Article One. Such adjustments to the

outstanding options are to be effected in a manner which shall preclude the

enlargement or dilution of rights and benefits under such options. The

adjustments determined by the Plan Administrator shall be final, binding and

conclusive.

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

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I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form approved by

the Plan Administrator; provided, however, that each such document shall comply

with the terms specified below. Each document evidencing an Incentive Option

shall, in addition, be subject to the provisions of the Plan applicable to such

options.

A. Exercise Price.

1. The exercise price per share shall be fixed by the Plan Administrator

but shall not be less than one hundred percent (100%) of the Fair Market Value

per share of Common Stock on the option grant date except for options which the

Corporation is required to grant pursuant to that certain Amended and Restated

Agreement and Plan of Merger between the Corporation and Osicom Technologies,

Inc., a New Jersey corporation, dated as of August 2, 2000, which options shall

have an exercise price of Three Dollars and Nineteen Cents ($3.19) per share.

2. The exercise price shall become immediately due upon exercise of the option

and shall, subject to the provisions of Section I of Six and the

documents evidencing the option, be payable in one or more of the forms

specified below:

(i) cash or check made payable to the Corporation,

(ii) shares of Common Stock held for the requisite period necessary to avoid a

charge to the Corporation's earnings for financial reporting purposes and valued

at Fair Market Value on the Exercise Date, or

(iii) to the extent the option is exercised for vested shares, through a special

sale and remittance procedure pursuant to which the Optionee shall concurrently

provide irrevocable instructions to (a) a Corporation-designated brokerage firm

to effect the immediate sale of the purchased shares and remit to the

Corporation, out of the sale proceeds available on the settlement date,

sufficient funds to cover the aggregate exercise price payable for the purchased

shares plus all applicable Federal, state and local income and employment taxes

required to be withheld by the Corporation by reason of such exercise and (b)

the Corporation to deliver the certificates for the purchased shares directly to

such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized, payment of

the exercise price for the purchased shares must be made on the Exercise Date.

B. Exercise and Term of Options. Each option shall be exercisable at such time

or times, during such period and for such number of shares as shall be

determined by the Plan Administrator and set forth in the documents evidencing

the option. However, no option shall have a term in excess of ten (10) years

measured from the option grant date.

C. Effect of Termination of Service.

1. The following provisions shall govern the exercise of any options held

by the Optionee at the time of cessation of Service or death:

(i) Expect as provided in (iii) below, any option outstanding at the time of the

Optionee's cessation of Service for any reason shall remain exercisable for such

period of time thereafter as shall be determined by the Plan Administrator and

set forth in the documents evidencing the option, but no such option shall be

exercisable after the expiration of the option term.

(ii) Any option held by the Optionee at the time of death and exercisable in

whole or in part at that time may be subsequently exercised by the personal

representative of the Optionee's estate or by the person or persons to whom the

option is transferred pursuant to the Optionee's will or the laws of inheritance

or by the Optionee's designated beneficiary or beneficiaries of that option.

(iii) Should the Optionee's Service be terminated for Misconduct or should the

Optionee otherwise engage in Misconduct while holding one or more outstanding

options under this Article Two, then all those options shall terminate

immediately and cease to be outstanding.

(iv) During the applicable post-Service exercise period, the option may not be

exercised in the aggregate for more than the number of vested shares for which

the option is exercisable on the date of the Optionee's cessation of Service.

Upon the expiration of the applicable exercise period or (if earlier) upon the

expiration of the option term, the option shall terminate and cease to be

outstanding for any vested shares for which the option has not been exercised.

However, the option shall, immediately upon the Optionee's cessation of Service,

terminate and cease to be outstanding to the extent the option is not otherwise

at that time exercisable for vested shares.

2. The Plan Administrator shall have complete discretion, exercisable either at

the time an option is granted or at any time while the option remains

outstanding, to:

(i) extend the period of time for which the option is to remain exercisable

following the Optionee's cessation of Service from the limited exercise period

otherwise in effect for that option to such greater period of time as the Plan

Administrator shall deem appropriate, but in no event beyond the expiration of

the option term, and/or

(ii) permit the option to be exercised, during the applicable post-Service

exercise period, not only with respect to the number of vested shares of Common

Stock for which such option is exercisable at the time of the Optionee's

cessation of Service but also with respect to one or more additional

installments in which the Optionee would have vested had the Optionee continued

in Service.

D. Shareholder Rights. The holder of an option shall have no shareholder

rights with respect to the shares subject to the option until such person shall

have exercised the option, paid the exercise price and become a holder of record

of the purchased shares.

E. Repurchase Rights. The Plan Administrator shall have the discretion to grant

options which are exercisable for unvested shares of Common Stock. Should the

Optionee cease Service while holding such unvested shares, the Corporation shall

have the right to repurchase, at the exercise price paid per share, any or all

of those unvested shares. The terms upon which such repurchase right shall be

exercisable (including the period and procedure for exercise and the appropriate

vesting schedule for the purchased shares) shall be established by the Plan

Administrator and set forth in the document evidencing such repurchase right.

F. Limited Transferability of Options. During the lifetime of the Optionee,

Incentive Options shall be exercisable only by the Optionee and shall not be

assignable or transferable other than by will or the laws of inheritance

following the Optionee's death. Non-Statutory Options shall be subject to the

same restriction, except that a Non-Statutory Option may be assigned in whole or

in part during the Optionee's lifetime to one or more members of the Optionee's

family or to a trust established exclusively for one or more such family members

or to Optionee's former spouse, to the extent such assignment is in connection

with the Optionee's estate plan or pursuant to a domestic relations order. The

assigned portion may only be exercised by the person or persons who acquire a

proprietary interest in the option pursuant to the assignment. The terms

applicable to the assigned portion shall be the same as those in effect for the

option immediately prior to such assignment and shall be set forth in such

documents issued to the assignee as the Plan Administrator may deem appropriate.

Notwithstanding the foregoing, the Optionee may also designate one or more

persons as the beneficiary or beneficiaries of his or her outstanding options

under this Article Two, and those options shall, in accordance with such

designation, automatically be transferred to such beneficiary or beneficiaries

upon the Optionee's death while holding those options. Such beneficiary or

beneficiaries shall take the transferred options subject to all the terms and

conditions of the applicable agreement evidencing each such transferred option,

including (without limitation) the limited time period during which the option

may be exercised following the Optionee's death.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options.

Except as modified by the provisions of this Section II, all the provisions of

Articles One, Two and Six shall be applicable to Incentive Options. Options

which are specifically designated as Non-Statutory Options when issued under the

Plan shall not be subject to the terms of this Section II.

A. Eligibility. Incentive Options may only be granted to Employees.

B. Dollar Limitation. The aggregate Fair Market Value of the shares of Common

Stock (determined as of the respective date or dates of grant) for which one or

more options granted to any Employee under the Plan (or any other option plan of

the Corporation or any Parent or Subsidiary) may for the first time become

exercisable as Incentive Options during any one calendar year shall not exceed

the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee

holds two (2) or more such options which become exercisable for the first time

in the same calendar year, the foregoing limitation on the exercisability of

such options as Incentive Options shall be applied on the basis of the order in

which such options are granted.

C. 10% Shareholder. If any Employee to whom an Incentive Option is granted is

a 10% Shareholder, then the exercise price per share shall not be less than

one hundred ten percent (110%) of the Fair Market Value per share of Common

Stock on the option grant date, and the option term shall not exceed five (5)

years measured from the option grant date.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. In the event of any Corporate Transaction, each outstanding option under the

Discretionary Option Grant Program shall automatically accelerate so that each

such option shall, immediately prior to the effective date of the Corporate

Transaction, become exercisable for all the shares of Common Stock at the time

subject to such option and may be exercised for any or all of those shares as

fully vested shares of Common Stock. However, an outstanding option shall not

become exercisable on such an accelerated basis if and to the extent: (i) such

option is, in connection with the Corporate Transaction, to be assumed by the

successor corporation (or parent thereof) or (ii) such option is to be replaced

with a cash incentive program of the successor corporation which preserves the

spread existing at the time of the Corporate Transaction on any shares for which

the option is not otherwise at that time exercisable and provides for subsequent

payout in accordance with the same exercise/vesting schedule applicable to those

option shares or (iii) the acceleration of such option is subject to other

limitations imposed by the Plan Administrator at the time of the option grant.

B. All outstanding repurchase rights under the Discretionary Option Grant

Program shall automatically terminate, and the shares of Common Stock subject to

those terminated rights shall immediately vest in full, in the event of any

Corporate Transaction, except to the extent: (i) those repurchase rights are to

be assigned to the successor corporation (or parent thereof) in connection with

such Corporate Transaction or (ii) such accelerated vesting is precluded by

other limitations imposed by the Plan Administrator at the time the repurchase

right is issued.

C. Immediately following the consummation of the Corporate Transaction, all

outstanding options under the Discretionary Option Grant Program shall terminate

and cease to be outstanding, except to the extent assumed by the successor

corporation (or parent thereof).

D. Each option which is assumed in connection with a Corporate Transaction shall

be appropriately adjusted, immediately after such Corporate Transaction, to

apply to the number and class of securities which would have been issuable to

the Optionee in consummation of such Corporate Transaction had the option been

exercised immediately prior to such Corporate Transaction. Appropriate

adjustments to reflect such Corporate Transaction shall also be made to (i) the

exercise price payable per share under each outstanding option, provided the

aggregate exercise price payable for such securities shall remain the same, (ii)

the maximum number and/or class of securities available for issuance over the

remaining term of the Plan and (iii) the maximum number and/or class of

securities for which any one person may be granted stock options, separately

exercisable stock appreciation rights and direct stock issuances under the Plan

per calendar year and (iv) the maximum number and/or class of securities by

which the share reserve is to increase automatically each calendar year. To the

extent the actual holders of the Corporation's outstanding Common Stock receive

cash consideration for their Common Stock in consummation of the Corporate

Transaction, the successor corporation may, in connection with the assumption of

the outstanding options under the Discretionary Option Grant Program, substitute

one or more shares of its own common stock with a fair market value equivalent

to the cash consideration paid per share of Common Stock in such Corporate

Transaction.

E. The Plan Administrator shall have the discretionary authority to structure

one or more outstanding options under the Discretionary Option Grant Program so

that those options shall, immediately prior to the effective date of such

Corporate Transaction, become exercisable for all the shares of Common Stock at

the time subject to those options and may be exercised for any or all of those

shares as fully vested shares of Common Stock, whether or not those options are

to be assumed in the Corporate Transaction. In addition, the Plan Administrator

shall have the discretionary authority to structure one or more of the

Corporation's repurchase rights under the Discretionary Option Grant Program so

that those rights shall not be assignable in connection with such Corporate

Transaction and shall accordingly terminate upon the consummation of such

Corporate Transaction, and the shares subject to those terminated rights shall

thereupon vest in full.

F. The Plan Administrator shall have full power and authority to structure one

or more outstanding options under the Discretionary Option Grant Program so that

those options shall become exercisable for all the shares of Common Stock at the

time subject to those options in the event the Optionee's Service is

subsequently terminated by reason of an Involuntary Termination within a

designated period (not to exceed eighteen (18) months) following the effective

date of any Corporate Transaction in which those options are assumed and do not

otherwise accelerate. In addition, the Plan Administrator may structure one or

more of the Corporation's repurchase rights so that those rights shall

immediately terminate with respect to any shares held by the Optionee at the

time of his or her Involuntary Termination, and the shares subject to those

terminated repurchase rights shall accordingly vest in full at that time.

G. The Plan Administrator shall have the discretionary authority to structure

one or more outstanding options under the Discretionary Option Grant Program so

that those options shall, immediately prior to the effective date of a Change in

Control, become exercisable for all the shares of Common Stock at the time

subject to those options and may be exercised for any or all of those shares as

fully vested shares of Common Stock. In addition, the Plan Administrator shall

have the discretionary authority to structure one or more of the Corporation's

repurchase rights under the Discretionary Option Grant Program so that those

rights shall terminate automatically upon the consummation of such Change in

Control, and the shares subject to those terminated rights shall thereupon vest

in full. Alternatively, the Plan Administrator may condition the automatic

acceleration of one or more outstanding options under the Discretionary Option

Grant Program and the termination of one or more of the Corporation's

outstanding repurchase rights under such program upon the subsequent termination

of the Optionee's Service by reason of an Involuntary Termination within a

designated period (not to exceed eighteen (18) months) following the effective

date of such Change in Control.

H. The portion of any Incentive Option accelerated in connection with a

Corporate Transaction or Change in Control shall remain exercisable as an

Incentive Option only to the extent the applicable One Hundred Thousand Dollar

($100,000) limitation is not exceeded. To the extent such dollar limitation is

exceeded, the accelerated portion of such option shall be exercisable as a

Nonstatutory Option under the Federal tax laws.

I. The outstanding options shall in no way affect the right of the Corporation

to adjust, reclassify, reorganize or otherwise change its capital or business

structure or to merge, consolidate, dissolve, liquidate or sell or transfer all

or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time and from

time to time, with the consent of the affected option holders, the cancellation

of any or all outstanding options under the Discretionary Option Grant Program

(including outstanding options incorporated from the Predecessor Plan) and to

grant in substitution new options covering the same or a different number of

shares of Common Stock but with an exercise price per share based on the Fair

Market Value per share of Common Stock on the new grant date.

V. STOCK APPRECIATION RIGHTS

A. The Plan Administrator shall have full power and authority to grant to

selected Optionees tandem stock appreciation rights and/or limited stock

appreciation rights.

B. The following terms shall govern the grant and exercise of tandem stock

appreciation rights:

(i) One or more Optionees may be granted the right, exercisable upon such terms

as the Plan Administrator may establish, to elect between the exercise of the

underlying option for shares of Common Stock and the surrender of that option in

exchange for a distribution from the Corporation in an amount equal to the

excess of (a) the Fair Market Value (on the option surrender date) of the number

of shares in which the Optionee is at the time vested under the surrendered

option (or surrendered portion thereof) over (b) the aggregate exercise price

payable for such shares.

(ii) No such option surrender shall be effective unless it is approved by the

Plan Administrator, either at the time of the actual option surrender or at any

earlier time. If the surrender is so approved, then the distribution to which

the Optionee shall be entitled may be made in shares of Common Stock valued at

Fair Market Value on the option surrender date, in cash, or partly in shares and

partly in cash, as the Plan Administrator shall in its sole discretion deem

appropriate.

(iii) If the surrender of an option is not approved by the Plan Administrator,

then the Optionee shall retain whatever rights the Optionee had under the

surrendered option (or surrendered portion thereof) on the option surrender date

and may exercise such rights at any time prior to the later of (a) five (5)

business days after the receipt of the rejection notice or (b) the last day on

which the option is otherwise exercisable in accordance with the terms of the

documents evidencing such option, but in no event may such rights be exercised

more than ten (10) years after the option grant date.

C. The following terms shall govern the grant and exercise of limited stock

appreciation rights:

(i) One or more Section 16 Insiders may be granted limited stock appreciation

rights with respect to their outstanding options.

(ii) Upon the occurrence of a Hostile Take-Over, each individual holding one or

more options with such a limited stock appreciation right shall have the

unconditional right (exercisable for a thirty (30)-day period following such

Hostile Take-Over) to surrender each such option to the Corporation. In return

for the surrendered option, the Optionee shall receive a cash distribution from

the Corporation in an amount equal to the excess of (A) the Take-Over Price of

the shares of Common Stock at the time subject to such option (whether or not

the option is otherwise at that time vested and exercisable for those shares)

over (B) the aggregate exercise price payable for those shares. Such cash

distribution shall be paid within five (5) days following the option surrender

date.

(iii) At the time such limited stock appreciation right is granted, the Plan

Administrator shall pre-approve any subsequent exercise of that right in

accordance with the terms of this Paragraph C. Accordingly, no further approval

of the Plan Administrator or the Board shall be required at the time of the

actual option surrender and cash distribution.

ARTICLE THREE

SALARY INVESTMENT OPTION GRANT PROGRAM

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I. OPTION GRANTS

The Primary Committee shall have the sole and exclusive authority to determine

the calendar year or years (if any) for which the Salary Investment Option Grant

Program is to be in effect and to select the Section 16 Insiders and other

highly compensated Employees eligible to participate in the Salary Investment

Option Grant Program for such calendar year or years. Each selected individual

who elects to participate in the Salary Investment Option Grant Program must,

prior to the start of each calendar year of participation, file with the Plan

Administrator (or its designate) an irrevocable authorization directing the

Corporation to reduce his or her base salary for that calendar year by an amount

not less than Ten Thousand Dollars ($10,000.00) nor more than Fifty Thousand

Dollars ($50,000.00). Each individual who files such a timely authorization

shall automatically be granted an option under the Salary Investment Option

Grant Program on the first trading day in January of the calendar year for which

the salary reduction is to be in effect.

II. OPTION TERMS

Each option shall be a Non-Statutory Option evidenced by one or more documents

in the form approved by the Plan Administrator; provided, however, that each

such document shall comply with the terms specified below.

A. Exercise Price.

1. The exercise price per share shall be not less than thirty-three and

one-third percent (33-1/3%) of the Fair Market Value per share of Common Stock

on the option grant date.

2. The exercise price shall become immediately due upon exercise of the option

and shall be payable in one or more of the alternative forms authorized under

the Discretionary Option Grant Program. Except to the extent the sale and

remittance procedure specified thereunder is utilized, payment of the exercise

price for the purchased shares must be made on the Exercise Date.

B. Number of Option Shares. The number of shares of Common Stock subject to

the option shall be determined pursuant to the following formula (rounded down

to the nearest whole number):

X = A / (B x [100% less the exercise price per share expressed as a percentage

of the Fair Market Value per share of Common Stock on the option grant date]),

where

X is the number of option shares,

A is the dollar amount by which the Optionee's base salary is to be reduced for

the calendar year pursuant to his or her election under the Salary Investment

Option Grant Program, and

B is the Fair Market Value per share of Common Stock on the option grant date.

C. Exercise and Term of Options. The option shall become exercisable in a series

of twelve (12) successive equal monthly installments upon the Optionee's

completion of each calendar month of Service in the calendar year for which the

salary reduction is in effect. Each option shall have a maximum term of ten (10)

years measured from the option grant date.

D. Effect of Termination of Service. Should the Optionee cease Service for any

reason while holding one or more options under this Article Three, then each

such option shall remain exercisable, for any or all of the shares for which the

option is exercisable at the time of such cessation of Service, until the

earlier of (i) the expiration of the ten (10)-year option term or (ii) the

expiration of the three (3)-year period measured from the date of such cessation

of Service. Should the Optionee die while holding one or more options under this

Article Three, then each such option may be exercised, for any or all of the

shares for which the option is exercisable at the time of the Optionee's

cessation of Service (less any shares subsequently purchased by Optionee prior

to death), by the personal representative of the Optionee's estate or by the

person or persons to whom the option is transferred pursuant to the Optionee's

will or the laws of inheritance or by the designated beneficiary or

beneficiaries of the option. Such right of exercise shall lapse, and the option

shall terminate, upon the earlier of (i) the expiration of the ten (10)-year

option term or (ii) the three (3)-year period measured from the date of the

Optionee's cessation of Service. However, the option shall, immediately upon the

Optionee's cessation of Service for any reason, terminate and cease to remain

outstanding with respect to any and all shares of Common Stock for which the

option is not otherwise at that time exercisable.

III. CORPORATE TRANSACTION/ CHANGE IN CONTROL/ HOSTILE TAKE-OVER

A. In the event of any Corporate Transaction while the Optionee remains in

Service, each outstanding option held by such Optionee under this Salary

Investment Option Grant Program shall automatically accelerate so that each such

option shall, immediately prior to the effective date of the Corporate

Transaction, become exercisable for all the shares of Common Stock at the time

subject to such option and may be exercised for any or all of those shares as

fully vested shares of Common Stock. Each such outstanding option shall

terminate immediately following the Corporate Transaction, except to the extent

assumed by the successor corporation (or parent thereof) in such Corporate

Transaction. Any option so assumed shall remain exercisable for the fully vested

shares until the earlier of (i) the expiration of the ten (10)-year option term

or (ii) the expiration of the three (3)-year period measured from the date of

the Optionee's cessation of Service.

B. In the event of a Change in Control while the Optionee remains in Service,

each outstanding option held by such Optionee under this Salary Investment

Option Grant Program shall automatically accelerate so that each such option

shall, immediately prior to the effective date of the Change in Control, become

exercisable for all the shares of Common Stock at the time subject to such

option and may be exercised for any or all of those shares as fully vested

shares of Common Stock. The option shall remain so exercisable until the

earliest to occur of (i) the expiration of the ten (10)-year option term, (ii)

the expiration of the three (3)-year period measured from the date of the

Optionee's cessation of Service, (iii) the termination of the option in

connection with a Corporate Transaction or (iv) the surrender of the option in

connection with a Hostile Take-Over.

C. Upon the occurrence of a Hostile Take-Over while the Optionee remains in

Service, such Optionee shall have a thirty (30)-day period in which to surrender

to the Corporation each outstanding option held by him or her under the Salary

Investment Option Grant Program. The Optionee shall in return be entitled to a

cash distribution from the Corporation in an amount equal to the excess of (i)

the Take-Over Price of the shares of Common Stock at the time subject to the

surrendered option (whether or not the option is otherwise at the time

exercisable for those shares) over (ii) the aggregate exercise price payable for

such shares. Such cash distribution shall be paid within five (5) days following

the surrender of the option to the Corporation. The Primary Committee shall, at

the time the option with such limited stock appreciation right is granted under

the Salary Investment Option Grant Program, pre-approve any subsequent exercise

of that right in accordance with the terms of this Paragraph C. Accordingly, no

further approval of the Primary Committee or the Board shall be required at the

time of the actual option surrender and cash distribution.

D. Each option which is assumed in connection with a Corporate Transaction shall

be appropriately adjusted, immediately after such Corporate Transaction, to

apply to the number and class of securities which would have been issuable to

the Optionee in consummation of such Corporate Transaction had the option been

exercised immediately prior to such Corporate Transaction. Appropriate

adjustments shall also be made to the exercise price payable per share under

each outstanding option, provided the aggregate exercise price payable for such

securities shall remain the same. To the extent the actual holders of the

Corporation's outstanding Common Stock receive cash consideration for their

Common Stock in consummation of the Corporate Transaction, the successor

corporation may, in connection with the assumption of the outstanding options

under the Salary Investment Option Grant Program, substitute one or more shares

of its own common stock with a fair market value equivalent to the cash

consideration paid per share of Common Stock in such Corporate Transaction.

E. The grant of options under the Salary Investment Option Grant Program shall

in no way affect the right of the Corporation to adjust, reclassify, reorganize

or otherwise change its capital or business structure or to merge, consolidate,

dissolve, liquidate or sell or transfer all or any part of its business or

assets.

IV. REMAINING TERMS

The remaining terms of each option granted under the Salary Investment Option

Grant Program shall be the same as the terms in effect for option grants made

under the Discretionary Option Grant Program.

ARTICLE FOUR

STOCK ISSUANCE PROGRAM

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I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program through

direct and immediate issuances without any intervening option grants. Each such

stock issuance shall be evidenced by a Stock Issuance Agreement which complies

with the terms specified below. Shares of Common Stock may also be issued under

the Stock Issuance Program pursuant to share right awards which entitle the

recipients to receive those shares upon the attainment of designated performance

goals.

A. Purchase Price.

1. The purchase price per share shall be fixed by the Plan Administrator, but

shall not be less than one hundred percent (100%) of the Fair Market Value per

share of Common Stock on the issuance date.

2. Subject to the provisions of Section I of Article Six, shares of Common Stock

may be issued under the Stock Issuance Program for any of the following items of

consideration which the Plan Administrator may deem appropriate in each

individual instance:

(i) cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any Parent or Subsidiary).

B. Vesting Provisions.

1. Shares of Common Stock issued under the Stock Issuance Program may, in the

discretion of the Plan Administrator, be fully and immediately vested upon

issuance or may vest in one or more installments over the Participant's period

of Service or upon attainment of specified performance objectives. The elements

of the vesting schedule applicable to any unvested shares of Common Stock issued

under the Stock Issuance Program shall be determined by the Plan Administrator

and incorporated into the Stock Issuance Agreement. Shares of Common Stock may

also be issued under the Stock Issuance Program pursuant to share right awards

which entitle the recipients to receive those shares upon the attainment of

designated performance goals.

2. Any new, substituted or additional securities or other property (including

money paid other than as a regular cash dividend) which the Participant may have

the right to receive with respect to the Participant's unvested shares of Common

Stock by reason of any stock dividend, stock split, recapitalization,

combination of shares, exchange of shares or other change affecting the

outstanding Common Stock as a class without the Corporation's receipt of

consideration shall be issued subject to (i) the same vesting requirements

applicable to the Participant's unvested shares of Common Stock and (ii) such

escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full shareholder rights with respect to any shares

of Common Stock issued to the Participant under the Stock Issuance Program,

whether or not the Participant's interest in those shares is vested.

Accordingly, the Participant shall have the right to vote such shares and to

receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while holding one or more

unvested shares of Common Stock issued under the Stock Issuance Program or

should the performance objectives not be attained with respect to one or more

such unvested shares of Common Stock, then those shares shall be immediately

surrendered to the Corporation for cancellation, and the Participant shall have

no further shareholder rights with respect to those shares. To the extent the

surrendered shares were previously issued to the Participant for consideration

paid in cash or cash equivalent (including the Participant's purchase-money

indebtedness), the Corporation shall repay to the Participant the cash

consideration paid for the surrendered shares and shall cancel the unpaid

principal balance of any outstanding purchase-money note of the Participant

attributable to the surrendered shares.

5. The Plan Administrator may in its discretion waive the surrender and

cancellation of one or more unvested shares of Common Stock which would

otherwise occur upon the cessation of the Participant's Service or the

non-attainment of the performance objectives applicable to those shares. Such

waiver shall result in the immediate vesting of the Participant's interest in

the shares of Common Stock as to which the waiver applies. Such waiver may be

effected at any time, whether before or after the Participant's cessation of

Service or the attainment or non-attainment of the applicable performance

objectives.

6. Outstanding share right awards under the Stock Issuance Program shall

automatically terminate, and no shares of Common Stock shall actually be issued

in satisfaction of those awards, if the performance goals established for such

awards are not attained. The Plan Administrator, however, shall have the

discretionary authority to issue shares of Common Stock under one or more

outstanding share right awards as to which the designated performance goals have

not been attained.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. All of the Corporation's outstanding repurchase rights under the Stock

Issuance Program shall terminate automatically, and all the shares of Common

Stock subject to those terminated rights shall immediately vest in full, in the

event of any Corporate Transaction, except to the extent (i) those repurchase

rights are to be assigned to the successor corporation (or parent thereof) in

connection with such Corporate Transaction or (ii) such accelerated vesting is

precluded by other limitations imposed in the Stock Issuance Agreement.

B. The Plan Administrator shall have the discretionary authority to structure

one or more of the Corporation's repurchase rights under the Stock Issuance

Program so that those rights shall automatically terminate in whole or in part,

and the shares of Common Stock subject to those terminated rights shall

immediately vest, in the event the Participant's Service should subsequently

terminate by reason of an Involuntary Termination within a designated period

(not to exceed eighteen (18) months) following the effective date of any

Corporate Transaction in which those repurchase rights are assigned to the

successor corporation (or parent thereof).

C. The Plan Administrator shall also have the discretionary authority to

structure one or more of the Corporation's repurchase rights under the Stock

Issuance Program so that those rights shall automatically terminate in whole or

in part, and the shares of Common Stock subject to those terminated rights shall

immediately vest, either upon the occurrence of a Change in Control or upon the

subsequent termination of the Participant's Service by reason of an Involuntary

Termination within a designated period (not to exceed eighteen (18) months)

following the effective date of that Change in Control.

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be held in

escrow by the Corporation until the Participant's interest in such shares vests

or may be issued directly to the Participant with restrictive legends on the

certificates evidencing those unvested shares.

ARTICLE FIVE

AUTOMATIC OPTION GRANT PROGRAM

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I. OPTION TERMS

A. Grant Dates. Option grants shall be made on the dates specified below:

1. Each individual who is first elected or appointed as a non-employee Board

member at any time on or after Plan Effective Date shall automatically be

granted, on the date of such initial election or appointment, a Non-Statutory

Option to purchase 100,000 shares of Common Stock, provided that individual has

not previously been in the employ of the Corporation or any Parent or Subsidiary

nor has that individual received a prior option grant from the Corporation.

2. On the date of each Annual Shareholders Meeting held after Plan Effective

Date, each individual who is to continue to serve as a non-employee Board

member, whether or not that individual is standing for re-election to the Board

at that particular Annual Meeting, shall automatically be granted a

Non-Statutory Option to purchase 50,000 shares of Common Stock, provided such

individual has served as a non-employee Board member for at least six (6)

months. There shall be no limit on the number of such 50,000 share option grants

any one non-employee Board member may receive over his or her period of Board

service, and non-employee Board members who have previously been in the employ

of the Corporation (or any Parent or Subsidiary) or who have otherwise received

one or more stock option grants from the Corporation prior to the Underwriting

Date shall be eligible to receive one or more such annual option grants over

their period of continued Board service.

B. Exercise Price.

1. The exercise price per share shall be equal to one hundred percent (100%) of

the Fair Market Value per share of Common Stock on the option grant date.

2. The exercise price shall be payable in one or more of the alternative forms

authorized under the Discretionary Option Grant Program. Except to the extent

the sale and remittance procedure specified thereunder is utilized, payment of

the exercise price for the purchased shares must be made on the Exercise Date.

C. Option Term. Each option shall have a term of ten (10) years measured

from the option grant date.

D. Exercise and Vesting of Options. Each option shall be immediately exercisable

for any or all of the option shares. However, any unvested shares purchased

under the option shall be subject to repurchase by the Corporation, at the

exercise price paid per share, upon the Optionee's cessation of Board service

prior to vesting in those shares. The shares subject to each initial 100,000

share grant shall vest, and the Corporation's repurchase right shall lapse, in a

series of three (3) successive equal annual installments upon the Optionee's

completion of each year of service as a Board member over the three (3) year

period measured from the option grant date. The shares subject to each annual

50,000 share option grant shall vest in one installment upon the Optionee's

completion of the one (1)-year period of service measured from the grant date.

E. Limited Transferability of Options. Each option under this Article Five may

be assigned in whole or in part during the Optionee's lifetime to one or more

members of the Optionee's family or to a trust established exclusively for one

or more such family members or to Optionee's former spouse, to the extent such

assignment is in connection with the Optionee's estate plan or pursuant to a

domestic relations order. The assigned portion may only be exercised by the

person or persons who acquire a proprietary interest in the option pursuant to

the assignment. The terms applicable to the assigned portion shall be the same

as those in effect for the option immediately prior to such assignment and shall

be set forth in such documents issued to the assignee as the Plan Administrator

may deem appropriate. The Optionee may also designate one or more persons as the

beneficiary or beneficiaries of his or her outstanding options under this

Article Five, and those options shall, in accordance with such designation,

automatically be transferred to such beneficiary or beneficiaries upon the

Optionee's death while holding those options. Such beneficiary or beneficiaries

shall take the transferred options subject to all the terms and conditions of

the applicable agreement evidencing each such transferred option, including

(without limitation) the limited time period during which the option may be

exercised following the Optionee's death.

F. Termination of Board Service. The following provisions shall govern the

exercise of any options held by the Optionee at the time the Optionee ceases to

serve as a Board member:

(i) The Optionee (or, in the event of Optionee's death, the personal

representative of the Optionee's estate or the person or persons to whom the

option is transferred pursuant to the Optionee's will or the laws of inheritance

or the designated beneficiary or beneficiaries of such option) shall have a

twelve (12)-month period following the date of such cessation of Board service

in which to exercise each such option.

(ii) During the twelve (12)-month exercise period, the option may not be

exercised in the aggregate for more than the number of vested shares of Common

Stock for which the option is exercisable at the time of the Optionee's

cessation of Board service.

(iii) Should the Optionee cease to serve as a Board member by reason of death or

Permanent Disability, then all shares at the time subject to the option shall

immediately vest so that such option may, during the twelve (12)-month exercise

period following such cessation of Board service, be exercised for any or all of

those shares as fully vested shares of Common Stock.

(iv) In no event shall the option remain exercisable after the expiration of the

option term. Upon the expiration of the twelve (12)-month exercise period or (if

earlier) upon the expiration of the option term, the option shall terminate and

cease to be outstanding for any vested shares for which the option has not been

exercised. However, the option shall, immediately upon the Optionee's cessation

of Board service for any reason other than death or Permanent Disability,

terminate and cease to be outstanding to the extent the option is not otherwise

at that time exercisable for vested shares.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of a Corporate Transaction while the Optionee remains a Board

member, the shares of Common Stock at the time subject to each outstanding

option held by such Optionee under this Automatic Option Grant Program but not

otherwise vested shall automatically vest in full so that each such option

shall, immediately prior to the effective date of the Corporate Transaction,

become exercisable for all the option shares as fully vested shares of Common

Stock and may be exercised for any or all of those vested shares. Immediately

following the consummation of the Corporate Transaction, each automatic option

grant shall terminate and cease to be outstanding, except to the extent assumed

by the successor corporation (or parent thereof).

B. In the event of a Change in Control while the Optionee remains a Board

member, the shares of Common Stock at the time subject to each outstanding

option held by such Optionee under this Automatic Option Grant Program but not

otherwise vested shall automatically vest in full so that each such option

shall, immediately prior to the effective date of the Change in Control, become

exercisable for all the option shares as fully vested shares of Common Stock and

may be exercised for any or all of those vested shares. Each such option shall

remain exercisable for such fully vested option shares until the expiration or

sooner termination of the option term or the surrender of the option in

connection with a Hostile Take-Over.

C. All outstanding repurchase rights under this under this Automatic Option

Grant Program shall automatically terminate, and the shares of Common Stock

subject to those terminated rights shall immediately vest in full, in the event

of any Corporate Transaction or Change in Control.

D. Upon the occurrence of a Hostile Take-Over while the Optionee remains a Board

member, such Optionee shall have a thirty (30)-day period in which to surrender

to the Corporation each of his or her outstanding options under this Automatic

Option Grant Program. The Optionee shall in return be entitled to a cash

distribution from the Corporation in an amount equal to the excess of (i) the

Take-Over Price of the shares of Common Stock at the time subject to each

surrendered option (whether or not the Optionee is otherwise at the time vested

in those shares) over (ii) the aggregate exercise price payable for such shares.

Such cash distribution shall be paid within five (5) days following the

surrender of the option to the Corporation. No approval or consent of the Board

or any Plan Administrator shall be required at the time of the actual option

surrender and cash distribution.

E. Each option which is assumed in connection with a Corporate Transaction shall