QUALCOMM INC/DE
EXHIBIT 10.55
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>3
<FILENAME>a98252exv10w55.txt
<DESCRIPTION>EXHIBIT 10.55
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.55

                              QUALCOMM INCORPORATED
                             2001 STOCK OPTION PLAN

            AS AMENDED BY THE COMPENSATION COMMITTEE ON JULY 9, 2001
                   AS AMENDED BY THE BOARD ON DECEMBER 1, 2003

    1.   ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

         1.1      ESTABLISHMENT. The QUALCOMM Incorporated 2001 Stock Option
Plan (the "PLAN") is hereby established effective as of February 27, 2001 (the
"EFFECTIVE DATE"), subject to the approval by Company shareholders.

         1.2      PURPOSE. The purpose of the Plan is to advance the interests
of the Participating Company Group and its stockholders by providing an
incentive to attract and retain persons eligible to receive Options under the
Plan and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group.

         1.3      TERM OF PLAN. The Plan shall continue in effect until the
earlier of its termination by the Committee or the date on which all of the
shares of Stock available for issuance under the Plan have been issued and all
restrictions on such shares under the terms of the Plan and the agreements
evidencing Options granted under the Plan have lapsed. However, all Incentive
Stock Options shall be granted, if at all, within ten (10) years from the
earlier of the date the Plan was adopted by the Board or the date the Plan is
duly approved by the stockholders of the Company.

    2.   DEFINITIONS AND CONSTRUCTION.

         2.1      DEFINITIONS. Whenever used herein, the following terms shall
have their respective meanings set forth below:

                  (a)  "AFFILIATE" means (i) an entity, other than a Parent
Corporation, that directly, or indirectly through one or more intermediary
entities, controls the Company or (ii) an entity, other than a Subsidiary
Corporation, that is controlled by the Company directly, or indirectly through
one or more intermediary entities, or (iii) an entity which the Committee
designates as an Affiliate. For this purpose, the term "control" (including the
term "controlled by") means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of the relevant
entity, whether through the ownership of voting securities, by contract or
otherwise; or shall have such other meaning assigned such term for the purposes
of registration on Form S-8 under the Securities Act.

                  (b)  "BOARD" means the Board of Directors of the Company.
"BOARD" shall also means the Committee.

                  (c)  A "CHANGE IN CONTROL" shall mean an Ownership Change
Event or a series of related Ownership Change Events (collectively, a
"TRANSACTION") wherein the

<PAGE>

stockholders of the Company immediately before the Transaction do not retain
immediately after the Transaction, in substantially the same proportions as
their ownership of shares of the Company's voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of
the Company or, in the case of a Transaction described in Section 2.1(u)(iii),
the corporation or other business entity to which the assets of the Company were
transferred (the "TRANSFEREE"), as the case may be. The Board shall determine in
its discretion whether multiple sales or exchanges of the voting securities of
the Company or multiple Ownership Change Events are related. Notwithstanding the
preceding sentence, a Change in Control shall not include a Spinoff Transaction.

                  (d)  "CODE" means the Internal Revenue Code of 1986, as
amended, and any applicable regulations promulgated thereunder.

                  (e)  "COMMITTEE" means the Compensation Committee of the Board
duly appointed to administer the Plan and having such powers as shall be
specified by the Board. The Committee shall have the exclusion authority to
administer the Plan and shall have all of the powers granted herein, including,
without limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations imposed by law.

                  (f)  "COMPANY" means QUALCOMM Incorporated, a Delaware
corporation, or any Successor.

                  (g)  "CONSULTANT" means a person engaged to provide consulting
or advisory services (other than as an Employee or a Director) to a
Participating Company.

                  (h)  "DIRECTOR" means a member of the Board or of the board of
directors of any other Participating Company.

                  (i)  "DISABILITY" means the Participant has been determined by
the long-term disability insurer of the Participating Company Group as eligible
for disability benefits under the long-term disability plan of the Participating
Company Group or the Participant has been determined eligible for Supplemental
Security Income benefits by the Social Security Administration of the United
States of America.

                  (j)  "EMPLOYEE" means any person treated as an employee
(including an Officer or a Director who is also treated as an employee) in the
records of a Participating Company and, with respect to any Incentive Stock
Option granted to such person, who is an employee for purposes of Section 422 of
the Code; provided, however, that neither Service as a Director nor payment of a
Director's fee shall be sufficient to constitute employment for purposes of the
Plan. The Company shall determine in good faith and in the exercise of its
discretion whether an individual has become or has ceased to be an Employee and
the effective date of such individual's employment or termination of employment,
as the case may be.

                  (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

<PAGE>

                  (l)  "FAIR MARKET VALUE" means, as of any date, the value of
the Stock determined as follows:

                       (i) If the Stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or if the stock is traded on more than one exchange or
market, the exchange or market with the greatest volume of trading in the Stock)
on the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Committee deems reliable.

                       (ii) In the absence of such markets for the Stock, the
Fair Market Value shall be determined in good faith by the Committee.

                  (m)  "INCENTIVE STOCK OPTION" means an Option intended to be
(as set forth in the Option Agreement) and which qualifies as an incentive stock
option within the meaning of Section 422(b) of the Code.

                  (n)  "INSIDER" means an Officer, a Director of the Company or
other person whose transactions in Stock are subject to Section 16 of the
Exchange Act.

                  (o)  "NON-CONTROL AFFILIATE" means any entity in which any
Participating Company has an ownership interest and which the Committee shall
designate as a Non-Control Affiliate.

                  (p)  "NONSTATUTORY STOCK OPTION" means an Option not intended
to be (as set forth in the Option Agreement) or which does not qualify as an
Incentive Stock Option.

                  (q)  "NORMAL RETIREMENT AGE" means the date on which a
Participant has attained the age of sixty (60) years and has completed ten years
of continuous Service.

                  (r)  "OFFICER" means any person designated by the Board as an
officer of the Company.

                  (s)  "OPTION" means a right to purchase Stock pursuant to the
terms and conditions of the Plan. An Option may be either an Incentive Stock
Option or a Nonstatutory Stock Option.

                  (t)  "OPTION AGREEMENT" means an agreement, in such form as
the Committee may approve, between the Company and a Participant setting forth
the terms, conditions and restrictions of an Option granted to the Participant
and any shares acquired upon the exercise thereof.

                  (u)  An "OWNERSHIP CHANGE EVENT" shall be deemed to have
occurred if any of the following occurs with respect to the Company: (i) the
direct or indirect sale or exchange in a single or series of related
transactions by the stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or consolidation in which the
Company is a party; (iii) the sale, exchange, or transfer of all or
substantially all, as

<PAGE>

determined by the Board in its discretion, of the assets of the Company; or (iv)
a liquidation or dissolution of the Company.

                  (v)  "PARENT CORPORATION" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

                  (w)  "PARTICIPANT" means any eligible person who has been
granted one or more Options.

                  (x)  "PARTICIPATING COMPANY" means the Company or any Parent
Corporation or Subsidiary Corporation or Affiliate.

                  (y)  "PARTICIPATING COMPANY GROUP" means, at any point in
time, all entities collectively which are then Participating Companies.

                  (z)  "PRIOR PLAN OPTION" means, any option granted pursuant to
the Company's 1991 Stock Option Plan which is outstanding on or after the date
on which the Board adopted the Plan or which is granted thereafter and prior to
the Effective Date.

                  (aa) "RULE 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation.

                  (bb) "SECTION 162(m)" means Section 162(m) of the Code.

                  (cc) "SECURITIES ACT" means the Securities Act of 1933, as
amended.

                  (dd) "SERVICE" means

                       (i) a Participant's employment or service with the
Participating Company Group, whether in the capacity of an Employee, a Director
or a Consultant. A Participant's Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders
Service to the Participating Company Group or a change in the Participating
Company for which the Participant renders such Service, provided that there is
no interruption or termination of the Participant's Service. Furthermore, only
to such extent as may be provided by the Company's leave policy, a Participant's
Service with the Participating Company Group shall not be deemed to have
terminated if the Participant takes any military leave, sick leave, or other
leave of absence approved by the Company. Notwithstanding the foregoing, a leave
of absence shall be treated as Service for purposes of vesting only to such
extent as may be provided by the Company's leave policy. The Participant's
Service shall be deemed to have terminated either upon an actual termination of
Service or upon the entity for which the Participant performs Service ceasing to
be a Participating Company; except that if the entity for which Participant
performs Service is a Subsidiary Corporation and ceases to be a Participating
Company as a result of the distribution of the voting stock of such Subsidiary
Corporation to the shareholders of the Company, Service shall not be deemed to
have terminated as a result of such distribution. Subject to the foregoing, the
Company, in its discretion, shall determine whether the Participant's Service
has terminated and the effective date of such termination.

<PAGE>

                       (ii) Notwithstanding any other provision of this Section,
a Participant's Service shall not be deemed to have terminated merely because
the Participating Company for which the Participant renders Service ceases to be
a member of the Participating Company Group by reason of a Spinoff Transaction,
nor shall Service be deemed to have terminated upon resumption of Service from
the Spinoff Company to a Participating Company. For all purposes under this
Plan, a Participant's Service shall include Service, whether in the capacity of
an Employee, Director or a Consultant, for the Spinoff Company provided a
Participant was employed by the Participating Company Group immediately prior to
the Spinoff Transaction. Notwithstanding the foregoing, if the Company's
auditors determine that the provisions or operation of the preceding two
sentences would cause the Company to incur a compensation expense and provided
further that in the absence of the preceding two sentences no such compensation
expense would be incurred, then the two preceding sentences shall be without
force or effect, and the vesting and exercisability of each outstanding Option
and any shares acquired upon the exercise thereof shall be determined under any
other applicable provision of the Plan or the Option Agreement evidencing such
Option.

                  (ee) "SPINOFF COMPANY" means a Participating Company which
ceases to be such as a result of a Spinoff Transacton.

                  (ff) "SPINOFF TRANSACTION" means a transaction in which the
voting stock of an entity in the Participating Company Group is distributed to
the shareholders of a parent corporation as defined by Section 424(e) of the
Code, of such entity.

                  (gg) "STOCK" means the common stock of the Company, as
adjusted from time to time in accordance with Section 4.2.

                  (hh) "SUBSIDIARY CORPORATION" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

                  (ii) "SUCCESSOR" means a corporation into or with which the
Company is merged or consolidated or which acquires all or substantially all of
the assets of the Company and which is designated by the Board as a Successor
for purposes of the Plan.

                  (jj) "TEN PERCENT STOCKHOLDER" means a person who, at the time
an Option is granted to such person, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of a
Participating Company within the meaning of Section 422(b)(6) of the Code.

         2.2      CONSTRUCTION. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

    3.   ADMINISTRATION.

         3.1      ADMINISTRATION BY THE COMMITTEE. The Plan shall be
administered by the Committee and its designees.

<PAGE>

         3.2      AUTHORITY OF OFFICERS. Any Officer shall have the authority to
act on behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated
to the Company herein, provided the Committee has delegated such authority to
the Officer with respect to such matter, right, obligation, determination or
election.

         3.3      POWERS OF THE COMMITTEE. In addition to any other powers set
forth in the Plan and subject to the provisions of the Plan, the Committee shall
have the power and authority:

                  (a)  to determine the persons to whom, and the time or times
at which, Options shall be granted and the number of shares of Stock to be
subject to each Option;

                  (b)  to designate Options as Incentive Stock Options or
Nonstatutory Stock Options;

                  (c)  to determine the terms, conditions and restrictions
applicable to each Option (which need not be identical) and any shares acquired
upon the exercise thereof, including, without limitation, (i) the exercise price
of the Option, (ii) the method of payment for shares purchased upon the exercise
of the Option, (iii) the method for satisfaction of any tax withholding
obligation arising in connection with the Option or such shares, including by
the withholding or delivery of shares of Stock, (iv) the timing, terms and
conditions of the exercisability of the Option or the vesting of any shares
acquired upon the exercise thereof, (v) the time of the expiration of the
Option, (vi) the effect of the Participant's termination of Service on any of
the foregoing, and (vii) all other terms, conditions and restrictions applicable
to the Option or such shares not inconsistent with the terms of the Plan;

                  (d)  to approve one or more forms of Option Agreement;

                  (e)  to amend, modify, extend, cancel (subject to the
limitations in Section 11 and Section 3.5) or renew any Option or to waive any
restrictions or conditions applicable to any Option or any shares acquired upon
the exercise thereof;

                  (f)  to accelerate, continue, extend or defer the
exercisability of any Option or the vesting of any shares acquired upon the
exercise thereof, including with respect to the period following a Participant's
termination of Service;

                  (g)  to delegate to any proper Officer the authority to grant
one or more Options, without further approval of the Committee, to any person
eligible pursuant to Section 5, other than a person who, at the time of such
grant, is an Insider; provided, however, that (i) the exercise price per share
of each such Option shall be equal to the Fair Market Value per share of the
Stock on the effective date of grant, and (ii) each such Option shall be subject
to the terms and conditions of the appropriate standard form of Option Agreement
approved by the Committee and shall conform to the provisions of the Plan and
such other guidelines as shall be established from time to time by the
Committee;

                  (h)  to determine the Fair Market Value of shares of Stock or
other property;

<PAGE>

                  (i)  to construe, interpret and apply the provisions of the
Plan and Options granted under it, in its discretion; to establish, amend and
revoke rules and regulations for its administration; and to take all such
actions and make all such decisions as may be necessary or appropriate for the
operation and administration of the Plan, including, without limitation, all
such decisions and determinations as may be expressly delegated to the Committee
by the terms of the Plan. The Committee, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan or in any Option
Agreement, in a manner and to the extent it shall deem, in its discretion,
necessary, desirable, appropriate or expedient to make the Plan fully effective.

         3.4      SCOPE OF REVIEW OF COMMITTEE ACTION.

                  (a)  The Committee's action taken pursuant to the authority
set forth in Sections 3.3(a) through (g) above, and any action, decision or
determination with respect to any matter reserved to the Committee in its sole
and absolute discretion under the terms of this Plan shall be final, binding,
and conclusive on the Participating Company Group, any Participant and any
person having an interest in the Plan or any Option granted hereunder.

                  (b)  Except as otherwise provided in Section 3.4(a), the
Committee's determination of the construction and interpretation of any
provision of the Plan and any actions, decisions or determinations reserved to
the Committee in its discretion which are made in good faith shall be final,
binding and conclusive on the Participating Company Group, any Participant, and
any person having an interest in the Plan or any Option granted hereunder.

         3.5      OPTION REPRICING PROHIBITED. Without the affirmative vote of
holders of a majority of the shares of Stock cast in person or by proxy at a
meeting of the stockholders of the Company at which a quorum representing a
majority of all outstanding shares of Stock is present or represented by proxy,
the Committee shall not approve a program providing for either (a) the
cancellation of outstanding Options and the grant in substitution therefore of
new Options having a lower exercise price or (b) the amendment of outstanding
Options to reduce the exercise price thereof. This paragraph shall not be
construed to apply to "issuing or assuming a stock option in a transaction to
which section 424(a) applies," within the meaning of Section 424 of the Code.

         3.6      ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to
participation by Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, the Plan shall be administered in compliance with the requirements, if any,
of Rule 16b-3.

         3.7      COMMITTEE COMPLYING WITH SECTION 162(m). If the Company is a
"publicly held corporation" within the meaning of Section 162(m), the Committee
may establish a Committee, or sub-committee, of "outside directors" within the
meaning of Section 162(m) to approve the grant of any Option which might
reasonably be anticipated to result in the payment of employee remuneration that
would otherwise exceed the limit on employee remuneration deductible for income
tax purposes pursuant to Section 162(m).

<PAGE>

         3.8      INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or Officers or
Employees of the Participating Company Group, members of the Board and any
Officers or Employees of the Participating Company Group to whom authority to
act for the Committee or the Company is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same, and to retain complete control over the litigation and/or
settlement of such suit, action or proceeding.

         3.9      ARBITRATION. Any dispute or claim concerning any Options
granted (or not granted) pursuant to this Plan and any other disputes or claims
relating to or arising out of the Plan shall be fully, finally and exclusively
resolved by binding arbitration conducted pursuant to the Commercial Arbitration
Rules of the American Arbitration Association in San Diego, California. By
accepting an Option, Participants and the Company waive their respective rights
to have any such disputes or claims tried by a judge or jury.

    4.   SHARES SUBJECT TO PLAN.

         4.1      MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be One Hundred and Ninety One Million, Five
Hundred and Forty Thousand, Five Hundred and Seventeen (191,540,517). The share
reserve shall consist of authorized but unissued or reacquired shares of Stock
or any combination thereof. However, the share reserve, determined at any time,
shall be reduced by the number of shares subject to the Prior Plan Options. If
an outstanding Option, including a Prior Plan Option, for any reason expires or
is terminated or canceled or if shares of Stock are acquired upon the exercise
of an Option subject to a Company repurchase option and are repurchased by the
Company at the Participant's exercise or purchase price, the shares of Stock
allocable to the unexercised portion of such Option or Prior Plan Option or such
repurchased shares of Stock shall again be available for issuance under the
Plan.

         4.2      ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of
any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of the
Company, appropriate adjustments shall be made in the number and class of shares
subject to the Plan and to any outstanding Options, in the ISO Share Issuance
Limit set forth in Section 4.1, in the Section 162(m) Grant Limit set forth in
Section 5.3, and in the exercise price per share of any outstanding Options. If
a majority of the shares which are of the same class as the shares that are
subject to outstanding Options are exchanged for, converted into, or otherwise
become (whether or not pursuant to an Ownership

<PAGE>

Change Event, as defined in Section 2.1(u) shares of another corporation (the
"NEW SHARES"), the Committee may unilaterally amend the outstanding Options to
provide that such Options are exercisable for New Shares. In the event of any
such amendment, the number of shares subject to, and the exercise price per
share of, the outstanding Options shall be adjusted in a fair and equitable
manner as determined by the Board, in its discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this
Section shall be rounded down to the nearest whole number, and in no event may
the exercise price of any Option be decreased to an amount less than the par
value, if any, of the Stock subject to the Option.

    5.   ELIGIBILITY AND OPTION LIMITATIONS.

         5.1      PERSONS ELIGIBLE FOR OPTIONS.

                  (a)  Except as otherwise provided in this Section 5.1, Options
may be granted only to Employees, Consultants, and Directors. Options are
granted in the sole and absolute discretion of the Committee and eligibility in
accordance with this Section shall not entitle any person to be granted an
Option, or, having been granted an Option, to be granted an additional Option.

                  (b)  INCENTIVE STOCK OPTIONS. An Incentive Stock Option may be
granted only to a person who, on the effective date of grant, is an Employee of
the Company, a Parent Corporation or a Subsidiary Corporation (each being an
"ISO-QUALIFYING CORPORATION"). Any person who is not an Employee of an
ISO-Qualifying Corporation on the effective date of the grant of an Option to
such person may be granted only a Nonstatutory Stock Option.

                  (c)  CONSULTANT OPTIONS. A Consultant shall not be eligible
for the grant of an Option if, at the time of grant, a Form S-8 Registration
Statement under the Securities Act ("Form S-8") is not available to register
either the offer or the sale of the Company's securities to such Consultant
because of the nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or as otherwise
provided by the rules governing the use of Form S-8, unless the Company
determines both (i) that such grant (A) shall be registered in another manner
under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B)
does not require registration under the Securities Act in order to comply with
the requirements of the Securities Act, if applicable, and (ii) that such grant
complies with the securities laws of all other relevant jurisdictions.

         5.2      FAIR MARKET VALUE LIMITATION. To the extent that Options
designated as Incentive Stock Options (granted under all stock plans of the
ISO-Qualifying Corporation, including the Plan) become exercisable by a
Participant for the first time during any calendar year for stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portions
of such Options which exceed such amount shall be treated as Nonstatutory Stock
Options. For purposes of this Section, Options designated as Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of stock shall be determined as of the time the Option
with respect to such stock is granted. If the Code is amended to provide for a
different limitation from that set forth in this Section, such different
limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required or permitted by such amendment to the Code.
If an

<PAGE>

Option is treated as an Incentive Stock Option in part and as a Nonstatutory
Stock Option in part by reason of the limitation set forth in this Section, the
Participant may designate which portion of such Option the Participant is
exercising. In the absence of such designation, the Participant shall be deemed
to have exercised the Incentive Stock Option portion of the Option first.

         5.3      SECTION 162(m) GRANT LIMIT. Subject to adjustment as provided
in Section 4.2, at any such time as the Company is a "publicly held corporation"
within the meaning of Section 162(m), no Employee or prospective Employee shall
be granted one or more Options within any fiscal year of the Company which in
the aggregate are for the purchase of more than Three Million (3,000,000) shares
(the "SECTION 162(m) GRANT LIMIT"). An Option which is canceled in the same
fiscal year of the Company in which it was granted shall continue to be counted
against the Section 162(m) Grant Limit for such period.

    6.   TERMS AND CONDITIONS OF OPTIONS.

         Options shall be evidenced by Option Agreements specifying, among other
things, the number of shares of Stock covered thereby, in such form as the
Committee shall from time to time establish. No Option or purported Option shall
be a valid and binding obligation of the Company unless evidenced by a fully
executed Option Agreement or by communicating with the Company in such other
manner as the Company may authorize. Option Agreements may incorporate all or
any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:

         6.1      EXERCISE PRICE. The exercise price for each Option shall not
be less than the Fair Market Value of a share of Stock on the effective date of
grant of the Option, provided however, that no Incentive Stock Option granted to
a Ten Percent Stockholder shall have an exercise price per share less than one
hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option. Notwithstanding the foregoing, an Option
(whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
granted with an exercise price lower than the minimum exercise price set forth
above if such Option is granted pursuant to an assumption or substitution for
another option in a manner qualifying under the provisions of Section 424(a) of
the Code.

         6.2      EXERCISABILITY AND TERM OF OPTIONS.

                  (a)  OPTION VESTING AND EXERCISABILITY. Options shall vest and
become exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria and restrictions as
shall be determined by the Committee and set forth in the Option Agreement
evidencing such Option; provided, however, that (A) no Option shall, unless
otherwise provided by Sections 6.5 and 8, become one hundred percent (100%)
vested in a period of less than three (3) years after the grant of such Option,
(B) no Incentive Stock Option shall be exercisable after the expiration of ten
(10) years after the effective date of grant of such Option, and (C) no
Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable
after the expiration of five (5) years after the effective date of grant of such
Option. Subject to the foregoing, unless otherwise specified by the Committee in
the grant of an Option, any Option granted hereunder shall terminate ten (10)
years

<PAGE>

after the effective date of grant of the Option, unless earlier terminated in
accordance with its provisions, or the terms of the Plan.

                  (b)  PARTICIPANT RESPONSIBILITY FOR EXERCISE OF OPTION. Each
Participant is responsible for taking any and all actions as may be required to
exercise any Option in a timely manner, and for properly executing any documents
as may be required for the exercise of an Option in accordance with such rules
and procedures as may be established from time to time. By signing an Option
Agreement each Participant acknowledges that information regarding the
procedures and requirements for the exercise of any Option is available upon
such Participant's request. The Company shall have no duty or obligation to
notify any Participant of the expiration date of any Option.

         6.3      PAYMENT OF EXERCISE PRICE.

                  (a)  FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash, by check or
cash equivalent, (ii) by tender to the Company, or attestation to the ownership,
of shares of Stock owned by the Participant having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of
the shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a "CASHLESS EXERCISE"), (iv) provided that the Participant is an
Employee, and not an Officer (unless otherwise not prohibited by law, including,
without limitation, any regulation promulgated by the Board of Governors of the
Federal Reserve System) and in the Company's sole and absolute discretion at the
time the Option is exercised, by delivery of the Participant's promissory note
in a form approved by the Company for the aggregate exercise price, provided
that, if the Company is incorporated in the State of Delaware, the Participant
shall pay in cash that portion of the aggregate exercise price not less than the
par value of the shares being acquired, (v) by such other consideration as may
be approved by the Committee from time to time to the extent permitted by
applicable law, or (vi) by any combination thereof. The Committee may at any
time or from time to time, by approval of or by amendment to the standard forms
of Option Agreement described in Section 7, or by other means, grant Options
which do not permit all of the foregoing forms of consideration to be used in
payment of the exercise price or which otherwise restrict one or more forms of
consideration.

                  (b)  LIMITATIONS ON FORMS OF CONSIDERATION.

                       (i)   TENDER OF STOCK. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. Unless otherwise provided by
the Committee, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such shares either have
been owned by the Participant for more than six (6) months (and were not used
for another Option

<PAGE>

exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.

                       (ii)  CASHLESS EXERCISE. The Company reserves, at any and
all times, the right, in the Company's sole and absolute discretion, to
establish, decline to approve or terminate any program or procedures for the
exercise of Options by means of a Cashless Exercise.

                       (iii) PAYMENT BY PROMISSORY NOTE. No promissory note
shall be permitted if the exercise of an Option using a promissory note would be
a violation of any law. Any permitted promissory note shall be on such terms as
the Committee shall determine. The Committee shall have the authority to permit
or require the Participant to secure any promissory note used to exercise an
Option with the shares of Stock acquired upon the exercise of the Option or with
other collateral acceptable to the Company. Unless otherwise provided by the
Committee, if the Company at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any other
governmental entity affecting the extension of credit in connection with the
Company's securities, any promissory note shall comply with such applicable
regulations, and the Participant shall pay the unpaid principal and accrued
interest, if any, to the extent necessary to comply with such applicable
regulations.

         6.4      TRANSFERABILITY. An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Incentive
Stock Option is granted only by such person. A vested Nonstatutory Stock Option
shall not be transferable in any manner (including without limitation, sale,
alienation, anticipation, pledge, encumbrance, or assignment) other than, (i) by
will or by the laws of descent and distribution, (ii) by written designation of
a beneficiary, in a form acceptable to the Company, with such designation taking
effect upon the death of a Participant, (iii) by delivering written notice to
the Company, in a form acceptable to the Company (including such
representations, warranties and indemnifications as the Company shall require a
Participant to make to protect the Company's interests and ensure that this
Nonstatutory Stock Option has been transferred under the circumstances approved
by the Company), by gift to a Participant's spouse, former spouse, children,
stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, persons having one of the foregoing types of
relationship with a Participant due to adoption, any person sharing a
Participant's household (other than a tenant or employee), a foundation in which
these persons or the Participant control the management of assets, and any other
entity in which these persons (or the Participant) own more than fifty percent
of the voting interests. A transfer to an entity in which more than fifty
percent of the voting interests are owned by these persons (or the Participant)
in exchange for an interest in that entity is specifically included as a
permissible type of transfer. In addition, a transfer to a trust created solely
for the benefit (i.e., a Participant and/or any or all of the foregoing persons
hold more than 50 percent of the beneficial interest in the trust) of a
Participant and/or any or all of the foregoing persons is also a permissible
transferee, or (iv) such other transferees as may be authorized by the Committee
in its sole and absolute discretion. During a Participant's life this
Nonstatutory Stock Option is exercisable only by the Participant or a transferee
satisfying the above conditions. Except in the event of a Participant's death,
upon transfer of a Nonstatutory Stock Option to any or all of the foregoing
persons, the Participant, as the Optionee, is liable for

<PAGE>

any and all taxes due upon exercise of those transferred Nonstatutory Stock
Options. At no time will a transferee who is considered an affiliate under Rule
144(a)(1) be able to sell any or all such Stock without complying with Rule 144.
The right of a transferee to exercise the transferred portion of this
Nonstatutory Stock Option shall terminate in accordance with the Participant's
right of exercise under this Nonstatutory Stock Option and is further subject to
such representations, warranties and indemnifications from the transferee that
the Company requires the transferee to make to protect the Company's interests
and ensure that this Nonstatutory Stock Option has been transferred under the
circumstances approved by the Company. Once a portion of a Nonstatutory Stock
Option is transferred, no further transfer may be made of that portion of the
Nonstatutory Stock Option.

         6.5      EFFECT OF TERMINATION OF SERVICE.

                  (a)  OPTION EXERCISABILITY. Subject to earlier termination of
the Option as otherwise provided herein and unless otherwise provided by the
Committee in the grant of an Option and set forth in the Option Agreement, an
Option shall be exercisable after a Participant's termination of Service only
during the applicable time period determined in accordance with this Section and
thereafter shall terminate.

                       (i)   DISABILITY. If the Participant's Service terminates
because of the Disability of the Participant, the Option shall continue for the
period of such Disability under the terms and conditions of the Option Agreement
and may be exercised by the Participant at any time during the period of
Disability but in any event no later than the date of expiration of the Option's
term as set forth in the Option Agreement evidencing such Option (the "OPTION
EXPIRATION DATE").

                       (ii)  DEATH. If the Participant's Service terminates
because of the death or because of the Disability of the Participant and such
termination is subsequently followed by the death of the Participant, (A) the
exercisability and vesting of the Option and, in the case of an immediately
exercisable Option, any Shares acquired upon exercise thereof shall be
accelerated effective upon the Participant's death, and (B) the Option, to the
extent unexercised and exercisable on the date of the Participant's death, may
be exercised by the Participant's legal representative or other person who
acquired the right to exercise the Option by reason of the Participant's death
at any time prior to the expiration of twelve (12) months after the date of the
Participant's death, but in any event no later than the Option Expiration Date.

                       (iii) NORMAL RETIREMENT AGE. If the Participant's Service
terminates at or after Normal Retirement Age of the Participant, the Option, to
the extent unexercised and exercisable on the date on which the Participant's
Service terminated, may be exercised by the Participant at any time prior to the
expiration of twelve (12) months after the date on which the Participant's
Service terminated, but in any event no later than the Option Expiration Date.

                       (iv)  TERMINATION AFTER LAYOFF. If the Participant's
Service ceases as a result of "Layoff" (as defined below), then, subject to the
Participant's execution of a general release of claims satisfactory to the
Company, (A) the exercisability and vesting of the Option and, in the case of an
immediately exercisable Option, any shares acquired upon the

<PAGE>

exercise thereof shall be accelerated effective as of the date on which the
Participant's Service terminated by ten percent (10%) of the shares which would
otherwise be unvested on such date, and (B) the Option, to the extent
unexercised and exercisable on the date on which the Participant's Service
terminated, may be exercised by the Participant (or the Participant's guardian
or legal representative) at any time prior to the expiration of six (6) months
after the date on which the Participant's Service terminated, but in any event
no later than the Option Expiration Date. Notwithstanding the foregoing, if the
Company's auditors determine that the provisions or operation of the preceding
sentence would cause the Company to incur a compensation expense and provided
further that in the absence of the preceding sentence no such compensation
expense would be incurred, then the preceding sentence shall be without force or
effect, and the vesting and exercisability of each outstanding Option and any
shares acquired upon the exercise thereof shall be determined under any other
applicable provision of the Plan or the Option Agreement evidencing such Option.

                       (v)   TERMINATION UPON TRANSFER TO NON-CONTROL AFFILIATE.
If at the request of the Company, Participant transfers Service to a Non-Control
Affiliate and the Participant's Service ceases as a result, then, subject to the
Participant's execution of a general release of claims form reasonably
satisfactory to the Company, the Option, to the extent unexercised and
exercisable on the date on which the Participant's Service terminated, may be
exercised by the Participant (or the Participant's guardian or legal
representative) at any time prior to the expiration of twelve (12) months after
the date on which the Participant's Service terminated, but in any event no
later than the Option Expiration Date.

                       (vi)  TERMINATION AFTER CHANGE IN CONTROL. If the
Participant's Service ceases as a result of Termination After Change in Control
(as defined below), then (A) the exercisability and vesting of the Option and,
in the case of an immediately exercisable Option, any shares acquired upon the
exercise thereof shall be accelerated effective as of the date on which the
Participant's Service terminated, and (B) the Option, to the extent unexercised
and exercisable on the date on which the Participant's Service terminated, may
be exercised by the Participant (or the Participant's guardian or legal
representative) at any time prior to the expiration of six (6) months after the
date on which the Participant's Service terminated, but in any event no later
than the Option Expiration Date.

                       (vii) OTHER TERMINATION OF SERVICE. Except as otherwise
provided in Section 6.5(a)(i) through (vi), if the Participant's Service with
the Participating Company Group terminates for any reason, then to the extent
unexercised and exercisable by the Participant on the date on which the
Participant's Service terminates, the Option may be exercised by the Participant
at any time prior to the expiration of thirty (30) days after the date on which
the Participant's Service terminates, but in any event no later than the Option
Expiration Date.

                  (b)  EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, other than termination for Cause, if the exercise of an Option
within the applicable time periods set forth in Section 6.5(a) is prevented by
the provisions of Section 10 below, the Option shall remain exercisable until
three (3) months after the date the Participant is notified by the Company that
the Option is exercisable, but in any event no later than the Option Expiration
Date.

<PAGE>

                  (c)  EXTENSION IF PARTICIPANT SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, other than termination for Cause, if a sale
within the applicable time periods set forth in Section 6.5(a) of shares
acquired upon the exercise of the Option would subject the Participant to suit
under Section 16(b) of the Exchange Act, the Option shall remain exercisable
until the earliest to occur of (i) the tenth (10th) day following the date on
which a sale of such shares by the Participant would no longer be subject to
such suit, (ii) the one hundred and ninetieth (190th) day after the
Participant's termination of Service, or (iii) the Option Expiration Date.

                  (d)  CERTAIN DEFINITIONS.

                       (i)   "CAUSE" shall mean any of the following: (1) the
Participant's theft, dishonesty, or falsification of any Participating Company
documents or records; (2) the Participant's improper use or disclosure of a
Participating Company's confidential or proprietary information; (3) any action
by the Participant which has a detrimental effect on a Participating Company's
reputation or business; (4) the Participant's failure or inability to perform
any reasonable assigned duties after written notice from a Participating Company
of, and a reasonable opportunity to cure, such failure or inability; (5) any
material breach by the Participant of any employment or service agreement
between the Participant and a Participating Company, which breach is not cured
pursuant to the terms of such agreement; (6) the Participant's conviction
(including any plea of guilty or nolo contendere) of any criminal act which
impairs the Participant's ability to perform his or her duties with a
Participating Company; or (7) violation of a material Company policy.

                       (ii)  "GOOD REASON" shall mean any one or more of the
following:

                             (1) without the Participant's express written
consent, the assignment to the Participant of any duties, or any limitation of
the Participant's responsibilities, substantially inconsistent with the
Participant's positions, duties, responsibilities and status with the
Participating Company Group immediately prior to the date of the Change in
Control;

                             (2) without the Participant's express written
consent, the relocation of the principal place of the Participant's employment
or service to a location that is more than fifty (50) miles from the
Participant's principal place of employment or service immediately prior to the
date of the Change in Control, or the imposition of travel requirements
substantially more demanding of the Participant than such travel requirements
existing immediately prior to the date of the Change in Control;

                             (3) any failure by the Participating Company Group
to pay, or any material reduction by the Participating Company Group of, (A) the
Participant's base salary in effect immediately prior to the date of the Change
in Control (unless reductions comparable in amount and duration are concurrently
made for all other employees of the Participating Company Group with
responsibilities, organizational level and title comparable to the
Participant's), or (B) the Participant's bonus compensation, if any, in effect
immediately prior to the date of the Change in Control (subject to applicable
performance requirements with respect to the actual amount of bonus compensation
earned by the Participant);

<PAGE>

                             (4) any failure by the Participating Company Group
to (A) continue to provide the Participant with the opportunity to participate,
on terms no less favorable than those in effect for the benefit of any employee
or service provider group which customarily includes a person holding the
employment or service provider position or a comparable position with the
Participating Company Group then held by the Participant, in any benefit or
compensation plans and programs, including, but not limited to, the
Participating Company Group's life, disability, health, dental, medical,
savings, profit sharing, stock purchase and retirement plans, if any, in which
the Participant was participating immediately prior to the date of the Change in
Control, or their equivalent, or (B) provide the Participant with all other
fringe benefits (or their equivalent) from time to time in effect for the
benefit of any employee group which customarily includes a person holding the
employment or service provider position or a comparable position with the
Participating Company Group then held by the Participant;

                             (5) any breach by the Participating Company Group
of any material agreement between the Participant and a Participating Company
concerning Participant's employment; or

                             (6) any failure by the Company to obtain the
assumption of any material agreement between Participant and the Company
concerning Participant's employment by a successor or assign of the Company.

                       (iii) "LAYOFF" shall mean the involuntary termination of
the Participant's Service for reasons other than Cause, constructive
termination, death, or Disability.

                       (iv)  "TERMINATION AFTER CHANGE IN CONTROL" shall mean
either of the following events occurring within twenty-four (24) months after a
Change in Control:

                             (1) termination by the Participating Company Group
of the Participant's Service with the Participating Company Group for any reason
other than for Cause; or

                             (2) the Participant's resignation for Good Reason
from all capacities in which the Participant is then rendering Service to the
Participating Company Group within a reasonable period of time following the
event constituting Good Reason.

Notwithstanding any provision herein to the contrary, Termination After Change
in Control shall not include any termination of the Participant's Service with
the Participating Company Group which (1) is for Cause; (2) is a result of the
Participant's death or Disability; (3) is a result of the Participant's
voluntary termination of Service other than for Good Reason; or (4) occurs prior
to the effectiveness of a Change in Control.

    7.   STANDARD FORMS OF AGREEMENTS.

         7.1      OPTION AGREEMENT. Unless otherwise provided by the Committee
at the time the Option is granted, an Option shall comply with and be subject to
the terms and conditions set forth in the form of Option Agreement approved by
the Board concurrently with its adoption of the Plan and as the Committee may
have amended from time to time.

<PAGE>

         7.2      AUTHORITY TO VARY TERMS. The Committee shall have the
authority from time to time to vary the terms of any standard form of agreement
described in this Section either in connection with the grant or amendment of an
individual Option or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and conditions of any such new,
revised or amended standard form or forms of agreement are not inconsistent with
the terms of the Plan.

    8.   CHANGE IN CONTROL. In the event of a Change in Control, the surviving,
continuing, successor, or purchasing corporation or other business entity or
parent thereof, as the case may be (the "ACQUIRING CORPORATION"), may, without
the consent of any Participant, either assume the Company's rights and
obligations under outstanding Options or substitute for outstanding Options
substantially equivalent options for the Acquiring Corporation's stock. In the
event the Acquiring Corporation elects not to assume or substitute for
outstanding Options in connection with a Change in Control, the exercisability
and vesting of each such outstanding Option and any shares acquired upon the
exercise thereof held by Participants whose Service has not terminated prior to
such date shall be accelerated, effective as of the date ten (10) days prior to
the date of the Change in Control. The exercise or vesting of any Option and any
shares acquired upon the exercise thereof that was permissible solely by reason
of this Section and the provisions of such Option Agreement shall be conditioned
upon the consummation of the Change in Control. Any Options which are neither
assumed or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control shall
terminate and cease to be outstanding effective as of the date of the Change in
Control. Notwithstanding the foregoing, shares acquired upon exercise of an
Option prior to the Change in Control and any consideration received pursuant to
the Change in Control with respect to such shares shall continue to be subject
to all applicable provisions of the Option Agreement evidencing such Option
except as otherwise provided in such Option Agreement. Furthermore,
notwithstanding the foregoing, if the corporation the stock of which is subject
to the outstanding Options immediately prior to an Ownership Change Event
described in Section 2.1(u)(i) constituting a Change in Control is the surviving
or continuing corporation and immediately after such Ownership Change Event less
than fifty percent (50%) of the total combined voting power of its voting stock
is held by another corporation or by other corporations that are members of an
affiliated group within the meaning of Section 1504(a) of the Code without
regard to the provisions of Section 1504(b) of the Code, the outstanding Options
shall not terminate unless the Committee otherwise provides in its discretion.

    9.   TAX WITHHOLDING.

         9.1      TAX WITHHOLDING IN GENERAL. The Company shall have the right
to deduct from any and all payments made under the Plan, or to require the
Participant, through cash payment or otherwise, including by means of a Cashless
Exercise of an Option, to make adequate provision for, the federal, state, local
and foreign taxes, if any, required by law to be withheld by the Participating
Company Group with respect to an Option or the shares acquired pursuant thereto.
The Company shall have no obligation to deliver shares of Stock or to release
shares of Stock from an escrow established pursuant to an Option Agreement until
the Participating Company Group's tax withholding obligations have been
satisfied by the Participant.

<PAGE>

         9.2      WITHHOLDING IN SHARES. The Company shall have the right, but
not the obligation, to deduct from the shares of Stock issuable to a Participant
upon the exercise of an Option, or to accept from the Participant the tender of,
a number of whole shares of Stock having a Fair Market Value, as determined by
the Company, equal to all or any part of the tax withholding obligations of the
Participating Company Group. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall not
exceed the amount determined by the applicable minimum statutory withholding
rates.

    10.  COMPLIANCE WITH SECURITIES LAW.

         The grant of Options and the issuance of shares of Stock upon exercise
of Options shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. Options may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Option may be exercised
unless (A) a registration statement under the Securities Act shall at the time
of exercise of the Option be in effect with respect to the shares issuable upon
exercise of the Option or (B) in the opinion of legal counsel to the Company,
the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of any Option, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

    11.  TERMINATION OR AMENDMENT OF PLAN.

         The Committee may terminate or amend the Plan at any time. However,
subject to changes in applicable law, regulations or rules that would permit
otherwise, without the approval of the Company's stockholders, there shall be
(A) no increase in the maximum aggregate number of shares of Stock that may be
issued under the Plan (except by operation of the provisions of Section 4.2),
(B) no change in the class of persons eligible to receive Incentive Stock
Options, and (C) no other amendment of the Plan that would require approval of
the Company's stockholders under any applicable law, regulation or rule. No
termination or amendment of the Plan shall affect any then outstanding Option
unless expressly provided by the Committee. In any event, no termination or
amendment of the Plan may adversely affect any then outstanding Option without
the consent of the Participant, unless such termination or amendment is required
to enable an Option designated as an Incentive Stock Option to qualify as an
Incentive Stock Option or is necessary to comply with any applicable law,
regulation or rule.

<PAGE>

    12.  MISCELLANEOUS PROVISIONS.

         12.1     REPURCHASE RIGHTS. Shares issued under the Plan may be subject
to a right of first refusal, one or more repurchase options, or other conditions
and restrictions as determined by the Committee in its sole and absolute
discretion at the time the Option is granted. The Company shall have the right
to assign at any time any repurchase right it may have, whether or not such
right is then exercisable, to one or more persons as may be selected by the
Company. Upon request by the Company, each Participant shall execute any
agreement evidencing such transfer restrictions prior to the receipt of shares
of Stock hereunder and shall promptly present to the Company any and all
certificates representing shares of Stock acquired hereunder for the placement
on such certificates of appropriate legends evidencing any such transfer
restrictions.

         12.2     PROVISION OF INFORMATION. Each Participant shall be given
access to information concerning the Company equivalent to that information
generally made available to the Company's common stockholders.

<PAGE>

                                 ADDENDUM TO THE
                              QUALCOMM INCORPORATED
                             2001 STOCK OPTION PLAN
                      WITH PROVISIONS APPLICABLE TO PERSONS
                  SUBJECT TO THE LAWS OF THE REPUBLIC OF FRANCE

    Pursuant to its authority to administer and amend the Plan, the Committee
has adopted the following provisions so that an Option granted to Employees who
are subject to the laws of the Republic of France will provide the maximum
benefits under the provisions of French law (the "French Option"), and to
provide incentives for such Employee to exert maximum efforts for the success of
the Participating Company Group. QUALCOMM Incorporated (for purposes of this
Addendum the "Parent Company") intends that French Options granted pursuant to
these provisions shall qualify for the favorable treatment applicable to stock
options that comply with Sections L 225-177 to L 225-186 of the French
commercial code (Sections L 208-1 to L 208-8-2 of the Law n(degree) 66-537 of
July 24, 1966) (hereafter the "French Law"). The terms of the Plan, as adopted
and subsequently amended by the Board and the Committee, and as modified by the
following provisions, constitute QUALCOMM Incorporated's Stock Option Plan for
Employees subject to the laws of the Republic of France ("the French Plan").
Under the French Plan, such Employees will be granted only French Options. In no
case will such Employees be granted substitute awards. Except as set forth
below, the terms of the Option Agreement for a French Option shall otherwise
comply with the other terms of the Plan.

    1.   ELIGIBILITY FOR FRENCH OPTION.

         1.1      Notwithstanding any other provision of the Plan, French
Options may only be granted to the following individuals:

                  (a)  having an employment contract, as of the date of grant of
a French Option, with a French Subsidiary Corporation or with a "French Group
Company" (as defined below);

                  (b)  and/or to the non-employee Directors having a management
function (i.e., such as the "president-directeur general", the
"directeur-general", the "members of the "directoire") of the French Subsidiary
Corporation upon the date of grant (or a French Group Company as defined below).

         1.2      A French Group Company is any company having any of the
following relationships with the Parent Company:

                  (a)  at least 10% of the French Subsidiary Corporation capital
is held, directly or indirectly, by the Parent Company, or

                  (b)  the French Subsidiary Corporation directly or indirectly
holds at least 10% of the Parent Company's capital, or

<PAGE>

                  (c)  at least 50% of the French Subsidiary Corporation's
capital is held, directly or indirectly by a company which holds, directly or
indirectly, at least 50% of the Parent Company's capital.

         1.3      No person shall be eligible for the grant of a French Option
if, at the time of grant, such person owns (or is deemed to own pursuant to the
applicable laws of France) stocks corresponding to more than ten percent (10%)
of either (i) the total combined voting power of all classes of stock of the
Parent Company or of any of its Affiliates, or (ii) the Parent Company's capital
shares (as defined under French law).

    2.   ADMINISTRATION.

         2.1      The French Plan, including the determination of the time to
grant a French Option, shall be administered in accordance with Section 3 of the
Plan.

         2.2      Except as otherwise provided in the French Plan, terms used in
the French Plan shall have the same meanings as set forth under Section 2 of the
Plan.

         2.3      Throughout the term of the Plan, no French Option shall be
granted, if by making such grant, the aggregate number of shares subject to
outstanding French Options could at any time exceed one-third of the aggregate
number of all shares of all classes of stock of the Parent Company authorized
for issuance.

    3.   FRENCH OPTION PROVISIONS.

         3.1      PRICE. The exercise price of a French Option shall be no less
than the higher of: (a) ninety-five percent (95%) of the average closing sales
price for such Stock as quoted on such exchange or market for the twenty (20)
market trading days immediately preceding the day of grant, as reported in The
Wall Street Journal or such other source as the Committee deems reliable; or (b)
one hundred percent (100%) of the Fair Market Value of the Stock.

         3.2      TRANSFERABILITY. The terms of a French Option shall provide
that during the lifetime of the Optionee, the French Option may be exercised
only by the Optionee. The terms of a French Option shall not permit transfer of
the French Option, except on death and then only to the extent permitted by
French law. In the event of the death of the Optionee during the Optionee's
continuous Service as an Employee or a non-employee Director as defined under
Section 1.a), such French Option may be transferred to the extent permitted by
French law. A French Option so transferred may be exercised (to the extent the
Optionee was entitled to exercise such French Option as of the date of death) by
the transferee only within the period ending on the earlier of (i) the date six
(6) months following the date of death, or (ii) the expiration of the term of
such French Option as set forth in the Option Agreement.

         3.3      VESTING. A French Option shall vest (become exercisable) as
provided in the Option Agreement, subject to the condition that on the vesting
date, the Optionee is a salaried employee of the Parent Company or its
Affiliate, except such condition shall not apply in the event of the Optionee's
Disability or Death. The Option Agreement for a French Option may, but need not,
include a provision whereby the Optionee may elect, at any time while an

<PAGE>

Employee, to exercise the French Option as to any part or all of the shares
subject to such French Option prior to the full vesting of such French Option.
Any unvested shares so purchased shall be subject to a repurchase right in favor
of the Parent Company until such shares have vested and may be subject to any
other restriction the Committee determines to be appropriate (e.g., a
prohibition on the sale of such unvested shares without the prior written
consent of the Parent Company).

         3.4      DEATH. In the event of the death of an Optionee, the Option
Agreement for a French Option shall provide that such Optionee's heirs may only
exercise the French Option within a period of time not to exceed six (6) months
following such Optionee's death (and in no event after the date on which the
French Option would otherwise terminate). If, after the Optionee's death, the
French Option is not exercised within the time specified in the Option
Agreement, the French Option shall terminate, and the shares covered by such
French Option shall revert to and again become available for issuance pursuant
to Options (whether or not a French Option) granted under the Plan.

         3.5      RECORDING. The shares acquired upon exercise of a French
Option will be recorded in an account in the name of the Optionee.

    4.   ADJUSTMENTS UPON CHANGES IN STOCK.

    Any adjustment pursuant to Section 4.2 of the Plan, of stock subject to a
French Option, shall be made (a) in accordance with the applicable law of the
state in which the Parent Company is incorporated at the time the adjustment is
made, and (b) in accordance with any applicable rules of the stock exchange
(including for this purpose the Nasdaq National Market System) which the Parent
Company uses to determine Fair Market Value; provided however, that such
adjustments are made in compliance with French law, i.e. in the case of
restructuring transactions by the Parent Company:

                  (a)  an increase, by cash contribution of the capital increase
in cash reserved to its existing shareholders,

                  (b)  an issuance of convertible or exchangeable bonds reserved
to the Parent Company's existing shareholders,

                  (c)  a capitalization of premiums or earnings followed by a
free distribution of shares,

                  (d)  a distribution of retained earnings either in cash or in
shares,

                  (e)  a reduction of corporate capital by set off against
losses completed by the reduction of the number of shares.

<PAGE>

    5.   INTERPRETATION.

    It is intended that options granted under the French Plan shall qualify for
the favorable tax and social security treatment applicable to stock options
granted under French law (as defined above) and in accordance with the relevant
provisions set forth by French tax law and the French tax administration. The
terms of the French Plan shall be interpreted accordingly and in accordance with
the relevant provisions set forth by French tax and social security laws, as
well as the French tax and social security regulations.

    6.   GOVERNING LAW.

    Except as required by French corporate, tax and social security laws and
regulations, the Plan shall be governed and construed in accordance with the
laws of the State of California and the United States of America.

    7.   ADOPTION.

    The French Plan was adopted by a meeting of the Committee duly appointed by
the Board, held on February 27, 2001.

</TEXT>
</DOCUMENT>
